Bylaws

 

BYLAWS OF THE AMERICAN CHIROPRACTIC ASSOCIATION



ARTICLE I NAME

Section A. The name of this organization is American Chiropractic Association, Inc., hereinafter referred to as ACA.


ARTICLE II OBJECTIVES

Section A. The objectives of this organization are:

1. To serve as the representative membership organization of doctors of chiropractic who adhere to high standards of practice and professional accountability, are evidence-informed and patient-centered, and act as progressive and collaborative partners in the health care environment.

2. To educate the public about the benefits of chiropractic care and its role within the broader healthcare system, and to champion the science of chiropractic to promote the health and wellbeing of all Americans.

3. To promote ACA members in every way consistent with best practices, ethics, and legal parameters governing the chiropractic profession.

4. To serve as an official spokesperson for, and representative of, the chiropractic profession in the United States, and to assist healthcare organizations throughout the world in carrying out compatible purposes.

5. To support and elevate standards of education, ethics, accountability, and professional competency that meet the requirements of the health care industry and the expectations of society.

6. To support and promote research programs that improve individual patient care and benefit the public health.

7. To establish and maintain respectful and beneficial relationships within the chiropractic profession and with other health care professions, organizations, governmental agencies, and stakeholder groups.

8. To do all things necessary and proper in the interests of the chiropractic profession and its members in carrying out the foregoing purposes.


ARTICLE III MEMBERSHIP

Section A. Qualifications

1. Except as otherwise provided by these bylaws, applicants for membership in ACA must be licensed to practice chiropractic in the United States.

2. Applicants and members must adhere to the principles and objectives of the ACA as stated in these bylaws, the ACA Articles of Incorporation, the ACA Code of Ethics and ACA policies.

3. In the event a delegate or officer of the association questions an applicant's adherence or compliance with the above requirements, the Board of Governors shall review the applicant's qualifications to ensure that they are in accord with the above requirements.

Section B. Application

1. The Board of Governors approves all applications before membership is granted.

Section C. Cancellation

1. ACA reserves the right to cancel all rights of membership.

2. See Standard Operating Procedures for procedures related to cancellation of membership.

Section D. Classifications

The ACA shall have the following membership classifications:

1. Voting

2. Non-voting

3. See Standard Operating Procedures for breakdown of membership classifications.

Section E. Finances Related to Membership

1. Annual dues shall be established by the House of Delegates.

2. The evaluation requests for waivers of dues or discounts to individual members, shall be determined by the Board of Governors, upon request of the applicant’s delegate.

3. See Standard Operating Procedures for procedures regarding funds related to membership.

Section F. Member Incentives

1. The Board of Governors may authorize the Executive Vice President to provide for a discount of a limited portion of dues for the purpose of attracting and retaining members.


ARTICLE IV HOUSE OF DELEGATES

Section A. Composition

1. The House of Delegates is the deliberative body of the association. Its membership includes the Board of Governors, state delegates, the SACA National Chair, a FACA delegate, each Council President and one State Organization Representative from each affiliated state organization.

Section B. Powers

1. Deliberates on issues of importance to our members and Provides input to the Board of Governors on ACA policies, aims, and purposes.

2. Elects members of the Board of Governors and ratifies the appointments of members to the Nominations Committee.

3. Approves the annual budget.

4. Ratifies any new policy or bylaw adopted by the Board of Governors at the following annual meeting.

5. Any member of the House of Delegates may add items to the official agenda of the next meeting by submitting them in writing.

6. Emergency business originating in the House of Delegates must be endorsed by at least ten (10) delegates before being added to the agenda.

7. Any addition which the House of Delegates wishes to add to the agenda in a regular meeting requires a recorded majority vote in favor of the consideration.

8. Annually the House of Delegates shall review and shall make recommendation to the Board of Governors on applications from state organizations interested in affiliation with the ACA.

a. See Standard Operating Procedures for procedures regarding state affiliation.

Section C. Delegates and Alternates

1. Delegates / ACA State or Area Chapter President:

a. Eligibility for Election as Delegate. To become a delegate, a candidate must:

(1) Be a voting member of ACA in continuous good standing for at least two years immediately preceding the election and hold a D.C. degree for three years immediately preceding the election, except as provided in these bylaws. 

(2) Hold an active chiropractic license in the chiropractic profession except as provided in these bylaws in the delegate representative area (by zip code) within the state, or U.S. territory from which he seeks election.

(3) Not be an officer, governor, or employee of ACA. 

(4) Be current in all financial obligations to ACA.

(5) Inform ACA headquarters in writing via verified mail or verified electronic means of intention to seek election as delegate or alternate by September 15 preceding the October voting date. 

(6) Disclose on a form furnished by the Secretary, any ownership or investment interest or employment relationship with:  i) any managed care organization that contracts for services rendered by Doctors of Chiropractic, or ii) any private organization that reviews the professional services rendered by Doctors of Chiropractic.

(7) A former SACA National Chair will be granted one year of the three years required for eligibility as delegate provided they meet all other requirements.

2. Alternate Delegates / ACA State or Area Chapter Vice President:

a. Eligibility for Election as Alternate Delegate. To become an alternate delegate, a candidate must:

(1) Be a member of ACA (including SACA) in continuous good standing for at least two years immediately preceding the election. 

(2) Hold an active chiropractic license in the chiropractic profession in the delegate representative area (by zip code) within the state or U.S. territory from which he seeks election.

(3) Not be an officer, governor, or employee of ACA. 

(4) Be current in all financial obligations to ACA.

(5) Inform ACA headquarters in writing via verified mail, verified electronic means of intention to seek election as delegate or alternate by September 15 preceding the October voting date. 

(6) Disclose on a form furnished by the Secretary, any ownership or investment interest or employment relationship with:  i) any managed care organization that contracts for services rendered by Doctors of Chiropractic, or ii) any private organization that reviews the professional services rendered by Doctors of Chiropractic.

b. Election and Terms

(1) State Delegates, Alternates, Area Chapter Presidents and Area Chapter Vice Presidents serve for two-year terms or until their successors are qualified and elected.
(2) See Standing Rules for Election Procedures


3. Duties of a Delegate / ACA State or Area Chapter President. 

a. The delegate:

(1) Acts as official representative of the ACA members who elected them.

(2) Represents ACA in their state, representative area or chiropractic academic community.

(3) Uses every effort to further the aims, purposes, and projects of ACA.

(4) Cooperates to the best of their ability with the executive officers, the Board of Governors, committee and commission chairs, and all others serving in official capacity.

(5) Gives aid and assistance in furthering the ACA programs in their area.

(6)       Submits an annual report of activities to include membership, recruitment, retention and any other activities on behalf of ACA to the House of Delegates.

(7)       Is ultimately responsible for all membership retention and recruitment activities within their jurisdiction.

4. Duties of an Alternate Delegate / ACA State or Area Chapter Vice President.  

a. The alternate: 

(1) Assists the delegate in the performance of their duties.

(2) Is entitled to attend all sessions of the House of Delegates 

(3) Represents their state or area in the absence of the delegate, with full right of participation and vote.

(4) The alternate fills the office of delegate for the remainder of the term if a vacancy occurs.

(5) Assists the Delegate in all membership retention and recruitment efforts.

5. Vacancy in the Ranks of Delegates. 

a. In the event that a delegate resigns or is unable to finish the term, the elected alternate shall fill the office of delegate for the remainder of the term.

b. An elected alternate is one that has been duly elected by the membership of their state and not appointed by either the delegate or the president.

c. In the event that a delegate resigns or is unable to finish the term and the alternate serving as alternate delegate was appointed and not elected by the membership of their state, that alternate delegate shall not automatically fill the office of delegate.  The president in consultation with the Nominating Committee shall make the appointment of delegate for the remainder of the term.  The president shall give strong consideration to the sitting alternate, but may appoint any eligible member to serve the remainder of the delegate’s term.

d. In the event that a delegate resigns or is unable to finish the term and there is not an elected or appointed alternate serving as alternate delegate, the president in consultation with the Nominating Committee shall appoint the delegate for the reminder of the term.

e. The delegate may appoint a qualified member to fill the vacancy in the office of alternate delegate within sixty (60) days’ time. If such appointment is not made by the delegate within sixty (60) days, then the President of the ACA shall appoint a qualified member to fill the vacancy in the office of alternate delegate with seven-day advance notice to the delegate.

f. In the event the delegate resigns or is unable to finish the term, and the alternate serving as the alternate delegate does not meet the requirement of delegate, the president shall appoint a qualified delegate for the remainder of the term. 

g. The SACA National Chair or their alternate will represent SACA in the House of Delegates. 

h. The FACA President or their alternate shall represent the FACA in the House of Delegates.

Section D. Voting

1. Number of Votes. 
 
a. Each delegate has one (1) vote for each fifty (50) ACA members, or fraction thereof, in the state or area represented. Voting power in states having more than one delegate shall be divided according to the number of members within each section of the state. Voting shall proceed with each delegate casting one (1) vote unless two members of the House of Delegates calls at the time a vote is taken or immediately thereafter a weighted vote be taken reflecting the voting power provided by this provision.

b. Seated state delegate vote on all matters coming before the House of Delegates, including elections.
 
c. The President of each council shall have one (1) vote; however, a delegate who is also a council President may not vote in both capacities and therefore must appoint a represen¬tative to vote for their respective clinical council.
 
d. The SACA representative in the House of Delegates shall have one (1) vote.
 
e. The FACA delegate in the House of Delegates shall have one (1) vote.

f.          The State Organization Representative in the House of Delegates shall have (1) vote. 

Section E. Meetings

1. Annual Meeting

a. The regular business meeting of the ACA is an annual meeting at a location selected by the Board of Governors.

2. The annual meeting is held to allow the delegates and members:

a. To conduct business.

b. To hear reports of the progress and achievements of the past year.

c. To review and approve the annual financial statements and budget.

d. To make and receive recommendations on, and initiate policies and procedures for, the functioning of the ACA.

e. Elect members of the Board of Governors and ratify appointments to the Nominating Committee and policy initiatives of the Board of Governors.

f. To present appropriate awards to deserving members and others for service to the profession and public.

g. To attend educational sessions of interest.

h. To attend annual lectures


3. The officers of ACA are the officers of the annual meeting.

4. Emergency Business.

a. Business not included in the call to the annual meeting may be considered if submitted by the Board of Governors, any committee of the House of Delegates, or recognized councils of ACA and approved for consideration by a majority vote of the House of Delegates.

5. Quorum

a. A majority of the delegates present at the business sessions of the annual meeting and at special meetings constitute a quorum.

6. Special meetings

a. Special business meetings may be called by the President and two (2) members of the Board of Governors or by petition of twenty-one (21) members of the House of Delegates.

b. Notice of special HOD meetings, including time, place and agenda, must be sent to all members of the House of Delegates and alternates at least ten (10) days before the date of the meeting.


ARTICLE V BOARD OF GOVERNORS

Section A. Composition

1. The Board of Governors is composed of the ACA President, ACA Vice President, three (3) other governors, and one (1) public member. The EVP shall serve on the Board and corporate secretary and be a non-voting member.

Section B. Powers

1. The legislative, policy, corporate, business, and property powers of ACA are exercised, conducted, and controlled by the Board of Governors.

a. Any new ACA policy or bylaw amendment shall be first submitted to members of the House of Delegates for review and comment ten (10) days prior to adoption by the Board of Governors.

Section C. Elections, Terms and Vacancies

1. Every candidate for governor, except the public member, shall be a member of ACA (including SACA) in continuous good standing for at least two years immediately preceding the election hold an active chiropractic license in the chiropractic profession and be current in all financial obligations to ACA. Every candidate for governor shall disclose, on a form furnished by the Secretary, any ownership or investment interest or employment relationship with: a) any managed care organization that contracts for services rendered by chiropractors, or b) any private organization that reviews the professional services rendered by chiropractors.  Completed disclosure forms shall be provided to the members of the House of Delegates prior to the election of officers. See Article IX, Section A.1.d. of these bylaw provisions for additional election procedures. 

2. The President and Vice President are elected by majority vote of the Board of Governors to serve a one (1) year term; governors and the public member are elected by the House of Delegates at the annual meeting by a majority vote to serve a three (3) year term. Members of the House of Delegates shall have one (1) vote in each election of the governors and public member. The first Board of Governors shall be elected in staggered terms. Two governors of the initial Board shall be elected to serve a one (1) year term. Two governors of the initial Board shall be elected to serve a two (2) year term. One governor and the public member of the initial Board shall be elected to serve a three (3) year term. The provision for the staggered terms of the initial Board shall be removed from the bylaws one (1) year following the effective date of these bylaws.

3. Terms and Reelection

a. The President and Vice President are not eligible to serve more than two (2) consecutive one (1) year terms.

b. Governors and the public member are not eligible to serve more than two (2) consecutive three (3) year terms. 

4. Terms of office

a. All elected officers serve until their successors are qualified and elected.

5. Vacancies

a. Vacancy in the office of President is filled by the Vice President who serves through the vacated term and the term originally elected to fulfill.

b. In the event a vacancy in the office of a governor or public member, the President shall appoint a replacement to serve until the annual meeting.

6. Removal

a. The House of Delegates may, by a majority vote of its members, remove with cause any member of the Board of Governors. The House of Delegates may, by a three quarters (3/4) vote of its members, remove without cause any member of the Board of Governors.

Section D. Meetings

1. The Board of Governors must hold at least four (4) meetings, during a fiscal year to include the annual meeting. The remaining three (3) meetings, may include virtual meetings, at times and places deemed appropriate by the Board of Governors. Additional meetings may be held at other times as requested by the President.

2. Special meetings of the Board of Governors may be called by the President or at least four (4) members of the Board of Governors

3. The ACA Secretary sends notice of date, time, and place to all board of governor members.

a. Thirty (30) day notice is required for regular meetings.

b. Ten (10) day notice is required for special meetings.

4. Emergency special meetings may be called on shorter notice if the Board of Governors agrees


ARTICLE VI OFFICERS 

Section A. Qualifications and Duties 

1. Qualifications
The qualifications for an elected officer are:

a. General membership of ACA in good standing for at least three (3) years.

b. Hold an active chiropractic license in the chiropractic profession.

c. Is not employed by ACA.

d. Is current in all financial obligations to ACA.

e. Holds no other elected office in ACA except treasurer.

f. Has complied with the disclosure requirements contained in these bylaws.

g. Meets the competencies and qualifications established by the Nominating Committee for nomination to office

Section B. Duties:

1. The President:

a. presides at all meetings of ACA and the House of Delegates and serves as the chair of the Board of Governors;

b. upholds the honor and dignity of the organization at all times;

c. decides all points of order, making an effort to settle amicably points of dispute among members;

d. represents ACA at meetings of state, and regional chiropractic associations and other organizations, or designates a representative;

e. makes all official public announcements on behalf of the ACA with the consent of the Board of Governors;
 
f. is a voting member of the Board of Governors;

g. submits a written list of their appointments for approval of the Board of Governors one day before ratification;

h. Interim appointments and appointments to fill vacancies are subject to approval of the Board of Governors;

i. is ex-officio a member of all committees and commissions;

j. appoints the chair and members of all ACA committees and commissions and makes other ACA appointments such as CCE, WFC, and the Awards Committee for Chiropractor of the Year Award and Humanitarian of the Year Award.  No appointments shall conflict with the bylaws.  All appointments shall be subject to approval of the Board of Governors with the exception of appointments to the Nominating Committee.  Interim appointments are subject to approval of the Board of Governors;

k. shall be responsible for determining the number of days per diem paid and shall determine their own travel schedule, meetings and events attended while on ACA business;

l. shall have access to and assistance from the Executive Vice President in the performance of the President’s duties;

m. shall have authority to issue complimentary registration at seminars utilizing the same criteria as stated in the Standing Operating Procedures of the Board of Governors;

n. shall perform other duties as prescribed in these Bylaws and supporting documents.

2. The Vice President:

a. attends all official meetings of ACA, the House of Delegates, and the Board of Governors;

b. assists the President in their duties;

c. presides in the absence of or at the request of the President;

d. assumes other duties as the President directs;

e. represents ACA at or in other organizations when requested;       

f. shall serve as a member of the Membership Committee;

g. is a voting member of the Board of Governors.

3. Governors

a. represent the best interests of the organization;

b. assist in accomplishing the objectives, strategic plan and purposes of ACA;

c. accept duties assigned to them by the ACA President and the Board of Governors. and the House of Delegates;

d. are voting members of the Board of Governors;

e.         shall submit a self-evaluation to the Nominating Committee on an annual basis.
 
ARTICLE VII COUNCILS

Section A. Formation and Composition

1. Purpose

a. Councils are formed to contribute to the efficient operation of ACA and are dedicated to a specialty or service in the field of chiropractic or ACA. 

Section B. Specialty Council Composition

1. A council is composed of at least fifty (50) members active in a specific field of chiropractic interested in working with others in the same specialized area through exchange of ideas, papers, and general information. 

2. Only one (1) council may be formed in any area or specialty.

3. ACA members in good standing may enroll after meeting the requirements as outlined in the respective Council’s bylaws.

4. Application to form a council is made to the Secretary sixty (60) days before the annual meeting.  The application must be approved and authorized by the House of Delegates.

5. A membership list and a copy of governing rules must accompany the initial application.

6. Updated membership lists shall be forwarded annually to the Board of Governors no later than 30 days prior to the mid-year and annual meetings.

Section B. Governing Rules

1. Reports

a. Councils must report membership, activities, finances, changes in governing rules, and all pertinent information to the ACA Office of Clinical Councils and Certification Boards and Board of Governors and to the House of Delegates at each annual meeting.

Section C. Consolidation

1. If two (2) or more councils desire to consolidate, application must be made to the Secretary and approved by the Board of Governors.

Section D. Suspension

1. When a council or its subgroup(s) does not comply with its or ACA's rules, bylaws, objectives and policies or when conflicts within a council or its subgroup(s) cannot be resolved by the council or its subgroup(s) and the conflict is brought to the attention of the ACA Office of Clinical Councils and Certification Boards or the Board of Governors by members of said council or its subgroup(s); council or its subgroup(s) activities may be suspended by a majority vote of the Board of Governors.  The ACA President may arbitrate the issue or appoint a committee to arbitrate.  Upon rectification of the issue, the council or its subgroup(s) may be reinstated by request to the Board of Governors to rescind the suspension.

Section E. Current Councils

1. Council on Diagnostic Imaging

2. Council on Chiropractic Orthopedics

3. Council on Chiropractic Physiological Therapeutics and Rehabilitation

4. Council on Neurology

5. Council on Diagnosis and Internal Disorders

6. Council on Sports Injuries and Physical Fitness

7. Council on Nutrition

8. Council on Occupational Health

9. Council on Chiropractic Pediatrics

10. Council on Forensic Sciences

11. Council on Chiropractic Acupuncture

12. Council of Integrated Practices

Section F. Chiropractic Practice Interest Groups

1. Chiropractic Practice Interest Groups (CPIG) may be authorized by action of the House of Delegates, the President or Board of Governors and serve as an open group of self-selected ACA members sharing a common occupational discipline or program area of interest. The President shall appoint the chair of each chiropractic practice interest group and the Board of Governors establishes the rules and regulations for the operation of the chiropractic practice interest groups, which may be revised as needed.

Section G.          ACA Office of Clinical Councils and Certification Boards

1. The ACA Office of Clinical Councils and Certification Boards shall have the objectives, duties and authority described in the Standing Rules.

ARTICLE VIII AFFILIATED STATE ORGANIZATIONS

1. Each state organization that applies for and receives affiliation status with the ACA shall have a single State Organization Representative seated in the House of Delegates. Every representative must be a member in good standing of the ACA throughout his/her term, and shall be a volunteer leader of his/her state organization, ideally the president or vice president of the organization.

2. The State Organization Representative shall be elected or appointed and approved according to the terms of the ACA/State Organization Affiliation Covenant, which shall govern the relationship between ACA and the state organizations.

3. ACA and the affiliated state organization shall extend to each other one voting position in their leadership structure.  The ACA Representative to the state organization’s governing body will be addressed in the Affiliation Covenant referred to in section (2.) above.

4. State Organization Representatives shall each be entitled to one vote in the House of Delegates.

5. Alternate State Organization Representatives may be elected/appointed and approved to serve in the absence of the State Organization Representative, according to the ACA – State Organization Affiliation Covenant noted in section (2.) above.  Alternate ACA Representatives may also be appointed and approved, according to the Affiliation Covenant noted in section (2.) above.


ARTICLE IX COMMITTEES, COMMISSIONS AND TASK FORCES

1. Committees, Commissions and Task Forces may be authorized to perform specific duties by action of the President or the Board of Governors.  The Board of Governors establishes rules and regulations for the operation of committees and commissions, which may be revised as needed.

Section A. Nominating Committee

1. Appointment, Terms, Vacancies and Removal

a. Composition.  The Nominating Committee (NC) shall be chaired by the President and consist of one (1) Board of Governors member and two (2) members of the House of Delegates. The Executive Vice President shall also be a non-voting member of the NC. Members of the NC shall be appointed by the President and ratified by the House of Delegates.

b. Terms.  Members of the NC, other than the President and Executive Vice President, are appointed by the President and ratified by the House of Delegates to serve a three (3) year term. Members of the NC, other than the Executive Vice President, are not eligible to serve more than a one (1) term. The first NC shall be appointed in staggered terms. One member from the Board of Governors shall serve a one (1) year term. One member from the House of Delegates shall serve a two (2) year term. One member from the House of Delegates shall serve a three (3) year term. 

c. Duties.  The NC shall:

(1) Manage the process for identifying and selecting new members of the Board of Governors and NC;

(2) Define needs, identify gaps, and identify potential candidates;

(3) Establish and conduct pre-screening of candidates;

(4) Establish plan that identifies and cultivates future prospects;

(5) Identify individuals (using professional advisors where appropriate) who are qualified to become Board and NC members, taking into account a variety of factors, including, but not limited to: a. the range of skills currently represented on the Board and NC; b. the skills, expertise, experience (including commercial and/or academic experience), diversity of backgrounds and particular qualities that make individuals suitable to be a member of the Board or NC; c. the individual’s understanding of accounting, finance and governance matters; d. the time commitment required by the individual to effectively discharge their duties as a member of the Board or NC; e. the number of Directorships and other commitments that may demand time of the individual; f. the nature of existing positions, directorships or other relationships and the impact that each may have on the individual’s ability to exercise judgement without conflicts of interest; g. the extent to which the individual is likely to work constructively with the existing members of the Board and NC and contribute to the overall effectiveness of the Board and NC; h. the desire to substantially advance chiropractic with a verified commitment and proven track record of organizational service; i. demonstrated forward thinking,  strategic leadership and effective communication ability with emotional intelligence; and j. sound decision making skills.

(6) Ensure that ACA has in place a process for the induction of new members of the Board and NC including information on ACA’s financial, strategic, operational position, the culture and values of ACA, and the corporate structure and governance of the Association;

(7) Ensure that ACA provides appropriate ongoing training and upskilling of existing member of the Board and NC including education on key developments in the health care industry.

d. Nominations, Elections and Appointments.  A call for information and resumes from interested members for the Board of Governors and NC positions will be sent by the NC to the ACA membership annually through ACA publications and electronic notification. A slate of eligible candidates for each Board of Governors position shall be presented to the House of Delegates by the NC for election at the annual meeting. A slate of eligible candidates for the office of President and Vice President shall be presented to the Board of Governors at the annual meeting. A slate of eligible candidates for each NC position shall be presented to the President for consideration, appointment and ratification by the House of Delegates at the annual meeting. The name, biographical history and resume of approved candidates shall be made available in advance to the House of Delegates, Board of Governors and President.  A minimum of two nominees per vacancy will be presented.

e. Removal.  The Board of Governors or the House of Delegates may, by majority vote of its members, remove any NC member.

Section B. Finance Committee 

1. The function of the Finance Committee is to act as an agent on behalf of the House of Delegates to develop and present budgets for approval by the Board of Governors, provide oversight of the organization’s financial resources by reporting accurate and reliable information to the Board of Governors and the House of Delegates and to protect the assets of the organization from fraud, mismanagement, or negligence by providing an adequate system of financial controls. 

2.         The committee shall be composed of one member of the Board of Governors, who is elected by the Board and shall serve as Chair of the Committee; two members from the House of Delegates and one at-large member, the President as an ex-officio member and the Executive Vice President.

3.        The Finance Committee is responsible for reviewing and recommending to the Board of Governors for approval: a. The annual budget; and b. External auditor selection and the annual audit. 

4.         The major activities of the committee shall include: a. The annual budget process, which incorporates the budget development guidelines, budget-development rationale, themes or priorities, and the capital budget. b. The committee shall also research and review the current budgets to facilitate any changes proposed during the fiscal year for the existing budget. c. Review and recommend to the Board of Governors the selection of an independent external audit firm to audit the financial statements of the association and its affiliates and subsidiaries; d. Review with the independent auditors and the association’s controller the adequacy and effectiveness of the accounting and financial controls of the association, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose payments, transactions, or procedures that might be deemed illegal or otherwise improper. e. Review the financial statements with management and the independent auditors to determine that the independent auditors are satisfied with the disclosure and content of the financial statements to be presented to the Board of Governors and the House of Delegates. Any changes in accounting principles should be reviewed f. Receive and review quarterly financial statements with the association’s controller and financial personnel g. Review any other items or matters brought to their attention, which have a significant impact on the financial operations of ACA, as appropriate. 


ARTICLE X ACADEMIC AFFILIATES

Section A. Faculty American Chiropractic Association

1. The Faculty American Chiropractic Association (FACA) shall be made up of the members of the ACA who are faculty at Doctors of Chiropractic programs (DCP).

2. FACA Executive Council shall be formed consisting of one faculty member from each DCP that has a SACA chapter.

3. The function of the FACA Executive Council shall be as a liaison between ACA and the FACA members regarding ACA policies and issues, and to act as advisor to the SACA Chapter.

4. Each DCP’s faculty shall select a representative who will serve as the faculty advisor for the SACA Chapter and representative to the FACA Executive Council.

5. The individual FACA Executive Council representatives shall elect by mail ballot a delegate (FACA Chair) and alternate delegate (FACA Vice-Chair), who will serve in the absence of the representative, to the ACA House of Delegates. The FACA delegate or alternate shall have one (1) vote in the House of Delegates, but shall not be eligible to hold elected office. The FACA Delegate shall submit quarterly reports to the ACA Board liaison and an annual report to the ACA House of Delegates regarding ACA status on the various college campuses.


Section B. Student American Chiropractic Association

1. The Student American Chiropractic Association (SACA) consists of all student members of the ACA and authorized college chapters.

2. The Board of Governors authorizes the establishment of Student ACA Chapters to be formed in all chiropractic colleges. 

3. Each SACA Chapter may be established on the request of fifty (50) or more students of a chiropractic college. Special exemption may be granted by a majority vote of the Board of Governors.

4. Once established the chapter will continue in existence as long as the membership is maintained at fifty (50) or more members.

5. The Student American Chiropractic Association (SACA) together with its authorized chapters shall serve as a representative organization of student members subject to such regulations as the Board of Governors may determine and prescribe.

6. A student representative of SACA shall be a member of the House of Delegates. The student representative shall have one vote.


ARTICLE XI FINANCE

Section A. Fiscal Year

1. The fiscal year of ACA shall begin on July 1st and end on Jun 30th of the following year.

Section B. Bonding

1. All officers and employees having care, custody, or control of property belonging to ACA must be adequately bonded at ACA expense.

Section C.  The Annual Budget

1. The Board of Governors with the assistance of the Finance Committee and the Executive Vice President shall submit to the House of Delegates a balanced budget for the fiscal year. The balanced budget will also be a zero-based budget in that it will strive to spend no more than revenues booked in the previous fiscal year exclusive of those expenses deemed emergency by the House of Delegates, or Board of Governors.

2. The proposed budget is distributed to the Board of Governors and the House of Delegates forty-five (45) days prior to the beginning of the fiscal year by the Finance Committee. 

3. The Board of Governors is authorized to review the budget and make transfers as the best interests of ACA dictate. This action requires a two-thirds (2/3) vote of the Board of Governors. All budget transfers shall be submitted to the House of Delegates at the next annual meeting for approval. When income exceeds the projected budget income, the Board of Governors is authorized to use such excess income in the current fiscal year.

4. A reserve fund shall be maintained to protect the association in a fiscal emergency, under special circumstances, and to support the current fiscal year operating budget. Said funds shall be invested under guidelines determined by the Board of Governors. 

5. In a fiscal emergency, the House of Delegates may, by a two-thirds (2/3) electronic ballot vote, use the reserve fund, all or in part, for designated expenses and may transfer funds within the budget.  A fiscal emergency relating to the reserve fund account is defined as a situation, act or circumstance which threatens the solvency, perpetuation or existence of the ACA and which is beyond budgetary accommodation.  Any emergency use of any funds within the reserve fund requires a two-thirds (2/3) vote by both the Board of Governors and the House of Delegates.  Any motion to withdraw funds from the reserve fund shall have a provision for the timely replacement of those funds to the five million-dollar ($5,000,000) level.

6. Under special circumstances, not rising to a fiscal emergency, and by consultation with the finance committee the Board of Governors may, by a ¾ (75%) vote access the lesser amount of $100,000 or 5% of the restricted reserve fund. Withdrawal of funds must be ratified at the next HOD meeting before any further withdrawals can be made. Access to these funds by the BOG is limited to the fiscal year and the percentage is determined by the total amount in the fund on October 1 of said fiscal year. At no time can the amount outstanding under this provision exceed $250,000. Special circumstances are to be determined by the BOG.  Any motion to withdraw funds from the reserve fund shall have a provision for the timely replacement of those funds through the normal budgetary process.

7. The amount that the reserve fund shall contribute to the current fiscal year operating budget is established as 2.5% of the 12 previous quarters’ average portfolio balance in order to smooth the volatility of portfolio values.

Section D. Balloting Procedure for Declaration of a Fiscal Emergency 

1. In the event of a fiscal emergency, the Board of Governors should prepare a report outlining its cause and its proposed solution. This report should be submitted to the House of Delegates via verified mail, facsimile, or email, and the communication shall include a ballot approving or denying the proposed solution. 

a. The ballot must be returned to association headquarters by the same method of delivery no more than 10 calendar days after its distribution, by close of business. Power voting may be requested. The counting of the ballots will be certified by ACA General Counsel. 2/3rds of the ballots cast will determine whether the emergency is declared.

b. If the proposed solution is not approved by the House of Delegates, the Board of Governors must develop alternatives and repeat the balloting procedure.

Section E. Treasurer.

The treasurer is the Executive Vice President. 


ARTICLE XII INDEMNIFICATION

Each person who is or shall hereafter become a governor, officer, committee or commission member or employee of ACA, to the extent not prohibited by applicable law, shall be indemnified against all judgments, decrees, orders and findings rendered or entered against him/her and all costs and expenses reasonably incurred by or imposed upon him/her in connection with or resulting from any action, suit or proceedings or threat thereof, to which he/she is or may be made a party by reason of his/her being or having been a governor, officer, committee or commission member or employee of the ACA (whether or not he/she shall be a governor, officer, committee, or commission officer or employee or officer at the time), except judgment, decrees, orders, findings, costs and expenses incurred in or imposed in relation to matters as to which a recovery shall be had against him/her by reason of his/her having been finally adjudged in such action, suit or proceeding to have been guilty of bad faith, willful misfeasance or malfeasance.  The foregoing right to indemnity

1. Shall include reimbursement of the amounts and expenses paid in settling any such action, suit or proceeding, or threat thereof, if settling the same is for the best interest of ACA,

2. Shall not be exclusive of other rights to which such governor, officer, committee or commission member or employee may be entitled as a matter of law, and 

3. Shall ensure to the benefit of the heirs, executors and administrators of such governor, officer, committee or commission member or employee.


ARTICLE XIII PARLIAMENTARY AUTHORITY

Robert's Rules of Order, Newly Revised, Current Edition, is to apply to all questions of procedure and parliamentary law not specified in these bylaws, the Articles of Incorporation, or other rules of the American Chiropractic Association.


ARTICLE XIV AMENDMENTS

These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Governors. Amendments will be sent to the House of Delegates for a 10-day comment period prior to adoption. Bylaws amendments adopted by the Board of Governors will be ratified by the House of Delegates at the next annual meeting.

These Bylaws shall not be amended for two (2) years following their effective date.



Effective Date and Transition Provisions:
These bylaw provisions will take effect upon the installation of officers at the 2018 annual meeting with the exception of Article V. Section C. 2. Board of Governors Elections, Terms and Vacancies and Article IX. Section A. Nominating Committee which are effective immediately upon the approval of these bylaw provisions by the House of Delegates. The initial Nominating Committee shall be nominated with a slate of candidates by the President, after consultation with the Board of Governors, and elected by the House of Delegates. The provision for the staggered terms of the initial Nominating Committee shall terminate and removed from the bylaws after one (1) year following the effective date of these bylaws. The initial five non-public members of the Board shall be elected under a cumulative voting procedure as provided under Robert’s Rules of Order. The top vote winner shall be elected to the three-year term, the next two vote winners shall be elected to the two year terms and the next two shall be elected to the one year terms. Article VII. Section K. Council of Delegates Meetings of the current bylaws provisions is also immediately revoked upon the approval of these bylaw provisions by the House of Delegates. 

Updated 03/2017