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FCLB Bylaws
As amended 05/05/05
ARTICLE I
Membership Classifications
Section 1. Member Chiropractic Boards
The term "member chiropractic boards" as used in these bylaws shall refer to any
board or committee created or appointed for licensure to practice chiropractic
in accordance with law and empowered by the laws of the District of Columbia, or
any state of the United States of America, of any territory or insular
possession of the United States of America, the provinces of Canada, or any
other foreign country, which is empowered to discipline chiropractors and to
pass on the qualifications of applicants for licensure to practice chiropractic.
Section 2. Fellows
All of the individual members of each member chiropractic licensing board shall
be Fellows of the corporation as long as they continue to be legal members of
their respective board and for a period of sixty (60) months thereafter.
Section 3. Honorary Fellows
Any Fellow who has been a continuous member of the Federation for five (5) or
more years, and is no longer serving on an eligible board, shall become an
Honorary Fellow of the Federation and may be appointed by the President to serve
as a non-voting member of any committee.
Section 4. Executive Fellows
One (1) individual from each board who is employed in an administrative capacity
shall be considered an Executive Fellow for the duration of their employment in
that position. The member board shall designate the Executive Fellow and shall
keep the Federation informed about who holds this designation.
ARTICLE II
Membership
Rights
Section 1. Voting
The right to vote is vested in, and restricted to, member
chiropractic boards. Any member chiropractic board whose dues are in default at
the time of the annual business meeting shall be ineligible to vote.
Each member chiropractic board is entitled to one (1) vote, and said vote is to
be cast by the designated delegate to the Federation or the designated
alternate. Delegates and alternates must be Fellows or Executive Fellows. Such
delegates or alternates shall be registered in writing prior to official
meetings in accordance with policies set by the Board of Directors.
Section 2. Meeting Attendance
All Fellows, Honorary Fellows and Executive Fellows are privileged to attend
meetings and participate to the extent determined by the Board of Directors.
Section 3. Qualifications for Elective Office and Committees
The right to hold elective office as an officer or District Director or to serve
as voting members of committees shall be limited to individuals who are Fellows
at the time of their election or appointment.
Honorary Fellows or others may be appointed by the President to serve on
committees without vote. No individual shall serve on more than one (1) standing
committee, unless otherwise specified in the bylaws. This restriction does not
apply to the Nominating Committee.
ARTICLE III
Board of Directors
Section 1. Definition
The Board of Directors shall be composed of the Officers and the Executive Board
of Directors, and one (1) Executive Fellow board administrator seat.
A single individual may not hold more than one (1) seat on the Board of
Directors.
Section 2. Duties of the Board of Directors
A. The control and administration of the office of the Federation is vested in
the Board of Directors and they shall act for the corporation between annual
meetings.
B. The Board of Directors shall carry out the mandates of the corporation as
established by the member chiropractic boards, and shall have full and complete
power to perform all acts and to transact all business for and on behalf of the
corporation.
C. The Board of Directors shall conduct and manage all property, affairs, work
and activities of the corporation, subject only to the provisions of the
Certificate of Incorporation and the bylaws and to resolutions and enactments of
the member chiropractic boards passed at a session of the corporation. The
business of the Board of Directors may be conducted by appropriate electronic
means as necessary.
D. The Board of Directors shall be the agent of the corporation.
E. The Board of Directors shall report annually to the membership of the
corporation.
Section 3. Expenses
The Board of Directors shall be entitled to an expense allowance as approved by
the Board of Directors while attending meetings, or traveling on behalf of the
Federation. Board members shall receive no compensation for the performance of
those duties outlined in these bylaws.
Section 4. Ethical Conduct and Conflict of Interest
Members of the Board of Directors must abide by the following requirements:
A. Must uphold Federation Bylaws, Rules, Guidelines, procedures and policies
lawfully adopted.
B. Must understand, accept and be bound by all aspects of confidentiality during
and after terms of office.
C. Must have the willingness and ability to devote the time necessary to
Federation activities.
D. Must not engage in activities which constitute a conflict of interest or
which may be perceived as a conflict of interest to Federation matters.
E. Must agree not to represent themselves as spokespersons of the Federation
without the express authorization of the President or the Board of Directors.
F. Must fulfill all the stipulations of the Articles of
Incorporation and Bylaws relative to their positions.
G. May not be members of the board of governors or board of control of national
professional associations nor be members of the representative assembly or house
of delegates of national professional associations.
H. May not be members of the governing board or full-time staff of any
chiropractic educational institution nor be officials of any chiropractic
educational institution alumni association.
ARTICLE IV
Officers, Elections and Duties
Section 1. Officers
The officers of the Federation shall be a President, Vice President, Immediate
Past President and a Treasurer. Only Fellows shall be eligible for election or
appointment as Treasurer. The President and Vice President are not required to
be Fellows at the time of election provided they have served the Federation
continuously as an officer.
Section 2. Election of Officers
It is recommended that candidates for President, Vice President and Treasurer
submit a letter of interest and curriculum vitae to the Federation's executive
offices postmarked not less than 60 days prior to the annual meeting for
consideration by the Nominating Committee.
Officers shall be elected by a majority vote of the member chiropractic boards
voting.
The President, Vice President, and Treasurer shall be elected in odd numbered
years at the annual meeting of the Federation.
In the event no candidate for an office receives a majority of the vote on the
first ballot, a run-off election shall be held between the two (2) candidates
receiving the most votes on the first ballot, with the winner determined by the
majority of the votes cast on the next ballot. The office of Immediate Past
President does not require election.
Section 3. Terms of Office and Vacancies
All officers shall serve for a term of two (2) years, or until their successors
have been qualified and elected.
Officers shall assume office at the close of the annual meeting. No officer may
serve more than one (1) full term in the same office.
In the event of a vacancy in the office of the President, the Vice President
shall assume the Presidency until the next annual meeting, where a successor
shall be elected to fill the office until the next regularly scheduled election.
In the event of a vacancy in the office of the Vice President, the Board of
Directors shall designate one of the directors to fulfill the duties, but not
the office, of the Vice President until the next annual meeting, where a
successor shall be elected to fill the office until the next regularly scheduled
election.
In the event of a vacancy in the office of the Treasurer, the Board of Directors
shall appoint a qualified Fellow to assume the office until the next annual
meeting, where a successor shall be elected to fill the office until the next
regularly scheduled election.
In the event of a vacancy in the office of Immediate Past
President, the preceding past president(s) shall be asked to serve, with the
most recent president(s) given first preference.
Section 4. Duties of the President
A. The President of the Federation shall be the Chief Executive Officer of the
Corporation.
B. It shall be the duty of the President to preside at all regular and special
meetings of the Federation's general membership.
C. It shall be the duty of the President to:
1. Uphold the honor and dignity of the Federation,
2. Moderate and endeavor to settle amicably all disputes involving the
Federation or members thereof,
3. Appoint all special committees, standing committees, and committee chairs of
the Federation,
4. Call special meetings of the Federation, either on personal initiative with
the approval of the Board of Directors or upon the written request of twenty-two
(22) member chiropractic boards.
D. The President shall perform the duties customary to that office, and shall
exercise such rights as the bylaws, custom and parliamentary usage may require
or as the corporation or its Board of Directors shall direct.
E. The President shall serve as an ex-officio member of all committees except
for the Nominating Committee.
Section 5. Duties of the Vice President
A. It shall be the duty of the Vice President to attend all regular and special
meetings of the Federation, and to
B. Assist the President in the performance of official duties, and to
C. Preside at all regular and special meetings of the Federation in the absence
of the President.
Section 6. Duties of the Treasurer
A. The Treasurer shall be custodian of all Federation funds, and shall
B. Keep a correct record of all funds or properties and pay all bills approved
by the Board of Directors, and shall
C. Submit a written report of all assets at the annual meeting of the Board of
Directors and/or when requested by the board and on a quarterly basis.
D. The Treasurer and Executive Director shall furnish a surety bond according to
policies set by the Board of Directors.
Section 7. Duties of the Immediate Past President
It shall be the duty of the Immediate Past President to attend all regular and
special meetings of the Federation to provide information and continuity
regarding Federation actions.
ARTICLE V
Executive Board of Directors
Section 1. Membership
Section 1. Membership
The Executive Board of Directors shall be composed of five
(5) Directors (one (1) Director from each of the Federation's five districts).
Directors shall be Fellows at the time of their election or appointment and
shall serve for a term of three (3) years or until their successors have been
installed.
No Fellow shall be eligible for election as a Director more than two (2) full
consecutive terms. A Director completing an unexpired portion of the term of a
former Director shall not be deemed to have served a full elective term within
the meaning of this section.
Following the annual meeting of the Federation, a Chair for the Executive Board
of Directors shall be elected for a one (1) year term from one of the five (5)
Federation districts. Election shall be by majority vote of the Board. The
individual shall serve until the successor is qualified and elected.
Section 2. Geographical Representation
The member chiropractic boards make up the following
districts:
District 1
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Alaska |
Montana |
Saskatchewan |
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Alberta |
Nebraska |
South Dakota |
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British Columbia |
North Dakota |
Washington |
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Idaho |
Oregon |
Wyoming |
District 2
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Illinois |
Manitoba |
Ohio |
| Indiana |
Michigan |
Ontario |
| Iowa |
Minnesota |
Wisconsin |
| Kentucky |
Missouri |
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District 3
| Connecticut |
New Brunswick |
Pennsylvania |
| Delaware |
Newfoundland / Labrador |
Prince Edward Island |
| District of Columbia |
New Hampshire |
Quebec |
| Maine |
New Jersey |
Rhode Island |
| Maryland |
New York |
Vermont |
| Massachusetts |
Nova Scotia |
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District 4
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Arizona |
Kansas |
Oklahoma |
| California |
Mexico |
Texas |
| Colorado |
Nevada |
Utah |
| Guam |
New Mexico |
Victoria |
| Hawaii |
New South Wales |
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District 5
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Alabama |
Louisiana |
South Carolina |
| Arkansas |
Mississippi |
Tennessee |
| Florida |
North Carolina |
U.S. Virgin Islands |
| Georgia |
Puerto Rico |
Virginia |
| West Virginia |
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Section 3. Election and Vacancies
A. It is recommended that candidates for district director
submit a letter of interest and curriculum vitae to the Federation's executive
offices postmarked not less than 60 days prior to the date of elections.
The Federation shall mail this information to each district's registered
delegates and alternates not less than 30 days prior to the date of elections.
B. One (1) member of the Executive Board of Directors
shall be elected from each of the five (5) districts.
Official delegates present from the member chiropractic boards from each
district shall constitute the quorum for that particular district and shall by
majority vote elect from the district membership at the annual meeting a member
to the Executive Board of Directors.
C. An alternate district director shall be elected in the same manner as a
director, and shall serve a concurrent term with full rights and privileges in
the absence of the district director.
D. Directors and alternates shall assume office at the close of the Federation's
annual meeting.
E. The Board of Directors shall have the power to declare a vacancy of any of
the five (5) district Board seats for being absent from two (2) consecutive
annual or special meetings. The Board of Directors shall consider special
circumstances when documentation is presented.
A vacancy on the Executive Board of Directors shall be filled by the duly
elected alternate director from that district, who may serve until the next
annual meeting, at which time a member shall be nominated and elected as
prescribed in this section.
If both the district director and alternate director positions are vacant, the
Board of Directors shall appoint a Fellow from the district in which the vacancy
occurs to serve as District Director until the next annual meeting. A vacancy in
the position of alternate director shall not be filled until election at the
next annual or district meeting.
ARTICLE VI
Executive Fellow Seat On The Board Of Directors
Section 1. Election to the Board
An Executive Fellow shall be elected to the board of directors by majority vote
of the Federation membership at its annual meeting.
Section 2. Term of Office and Vacancies
The director shall serve for a term of two (2) years. The director shall assume
office at the close of the Federation’s annual meeting. No director in this
position may serve more than two (2) full consecutive terms.
The director must be a current Executive Fellow to serve on the Federation’s
Board of Directors. A vacancy in this position shall be filled by the
Federation’s Board of Directors until the next annual meeting of the Federation.
The Board of Directors shall have the power to declare a vacancy in this seat
for being absent from two (2) consecutive annual or special meetings. The Board
of Directors shall consider special circumstances when documentation is
presented. A vacancy shall be declared if the director is no longer an Executive
Fellow.
Section 3. Duties
The duties and responsibilities of the Executive Fellow director shall be the
same as any other member of the Board of Directors.
ARTICLE VII
Executive Committee
Section 1. Membership
The Executive Committee shall include the President who shall serve as chair of
the Executive Committee. The Vice President, Treasurer, Immediate Past President
and Chair of the Executive Board of Directors shall also serve on the Executive
Committee.
Section 2. Duties
In the intervals between board meetings, the Executive Committee shall act for,
and on behalf of the full Board of Directors in all matters requiring prompt
attention; however, it may act formally on fiscal matters only by majority vote
of its members and shall not modify any action taken previously by the Board of
Directors. The Committee shall also perform such other duties as directed or
delegated by the Board of Directors.
Section 3. Meetings
The Executive Committee may meet as frequently as required and may conduct its
business by electronic means when necessary. Special meetings of the Executive
Committee may be called at the discretion of the chair or by majority vote of
the Executive Committee. Minutes shall be kept of all meetings.
Section 4. Reporting
The Executive Committee shall provide a written report of all formal actions
taken to the Board of Directors within fifteen (15) days of taking those
actions. At each meeting of the Board of Directors, the Executive Committee
shall present a written report of all formal actions since the previous meeting
of the Board of Directors.tee shall present a written report of all formal actions since the
previous meeting of the Board of Directors.
ARTICLE VIII
Meetings
Section 1. Annual Meetings
The annual meeting of the corporation shall be held at such time and place as
may be fixed by the Board of Directors.
Written notice of the time and place of the meeting shall be given to all
members by mail or by publication in the official publication of the
corporation, not less than 90 days prior to the date of the meeting.
Section 2. Special Meetings
Special meetings shall be called upon need by the President with the approval of
the Board of Directors, or by written request of twenty-two (22) member
chiropractic boards. The time and place of such meetings shall be fixed by the
Board of Directors. Written notice of the time and place of such meetings shall
be given to all members by mail, not less than 30 days prior to the date of the
meeting.
Section 3. Quorum
A majority of member chiropractic boards shall constitute a quorum at any
meeting of the corporation.
ARTICLE IX
Standing and Special Committees
Section 1. Standing Committees
The Standing Committees of the corporation shall be:
A. Resolutions and Bylaws Committee
B. Nominating Committee
C. Finance and Audit Committee
Chairs and members of standing committees shall be appointed by the President,
with the approval of the Board of Directors, for a term of one (1) year, unless
otherwise provided for in these bylaws. Reappointment, unless specifically
prohibited, is permissible to maintain continuity of membership of committees.
No more than one (1) Honorary Fellow may be appointed by the President to any
standing committee, and these members shall serve without vote.
Section 2. Resolutions and Bylaws Committee
Resolutions and Bylaws Committee, composed of five (5) members, shall maintain a
continuing assessment of the bylaws, and shall receive all proposals for
amendments thereof. It shall make recommendations to the Federation regarding
all amendments. It shall receive all proposals for resolutions to be considered
by the Federation and make recommendations to the Federation for approval or
denial.
Section 3. Nominating Committee
The Nominating Committee shall be composed of five (5) members. The Immediate
Past President shall serve as chair.
The other four members shall be elected by a plurality of votes, either from
nominations submitted by the Nominating Committee or by nominations from the
floor.
A candidate for the Nominating Committee must be a Fellow at the time of
nomination and election. He/she must have attended at least on annual meeting of
the Federation prior to nomination. To be considered by the Nominating Committee
for service on that committee, a candidate must submit a letter of interest and
curriculum vitae to the FCLB executive offices at least 60 days prior to the
annual meeting of the Federation.
For the duration of their elected term, persons elected to the Nominating
Committee shall be ineligible to be slated or elected to any elected position
within the Federation, even if they resign from the Committee.
The role of the Committee shall be to set forth a slate of those candidates it
feels are best suited for leadership in the offices elected by the membership as
a whole. There is no limit to the number of candidates they may slate.
The slate shall be submitted to the member boards not less than 30 days prior to
the annual meting.
In the event of a vacancy on the Nominating Committee, the Board of Directors
shall by majority vote appoint a replacement.
The Nominating Committee shall mail a slate of nominees to member chiropractic
boards not less than 30 days prior to the annual meeting.
Section 4. Finance and Audit Committee
The Finance and Audit Committee shall be composed of three (3) members with the
Treasurer as chair, who shall prepare and submit a budget to the member
chiropractic boards at the annual meeting. The committee shall review the
financial statement and audit of the corporation and advise the Board of
Directors on changes in fiscal status.
Section 5. Special Committees
Special committees may be appointed by the President as necessary and for
specific purposes.
Section 6. Representatives or Appointees to Other Bodies
A. All representatives or appointees of the Federation to other official bodies
concerned with chiropractic licensure, standards, and education shall be
appointed by the President and approved by a majority vote of the Board of
Directors. All such appointees shall be Fellows at the time of their
appointment.
B. Appointees to the Council on Chiropractic Education's Commission on
Accreditation shall serve for a term of three (3) years unless the CCE bylaws
shall specify some other term of appointment. Reappointment may be for one (1)
additional term.
C. The President and Vice President shall serve as
representatives of the Federation to the National Board of Chiropractic
Examiners. This term shall be concurrent with the term as an officer of the
Federation.
In the event the President or Vice President cannot serve on the National Board
of Chiropractic Examiners, the President shall nominate a Fellow to serve a one
(1) year term. If the President is not qualified or is incapable of appointing a
replacement, the Vice President may make the appointment. The Board of Directors
shall approve the nominee by a majority vote.
ARTICLE X
Revenues and Dues
Section 1. Revenue
Revenue for conduct of the affairs of the Federation shall be:
A. Annual Dues.
B. Special assessments as determined by the Board of Directors.
C. Contributions, bequests, grants and other gifts.
D. Other sources as approved by the Federation at an annual or special meeting.
E. Sale of products and / or services.
Section 2. Dues
Annual dues for Honorary Fellows shall be set by the Board of Directors. Annual
dues for member chiropractic boards shall be determined by the Board of
Directors and approved by a majority vote of the member chiropractic boards. Any
member chiropractic board whose dues are in default at the time of the annual
business meeting shall be ineligible to vote.
Section 3. Fiscal Year
The fiscal year of the Federation shall be the calendar year.
ARTICLE XI
Removal Provisions
Section 1. Removal of Directors, Officers and Committee
Members
Any officer, director or committee member may be removed for cause by majority
vote of the Board of Directors. Cause for removal is the occurrence of any of
the following acts:
A. Failure to maintain said person's license to practice chiropractic if the
person is a doctor of chiropractic;
B. Failure to attend two (2) consecutive annual meetings of the Federation;
C. Breach of fiduciary obligation to the Federation and its members resulting in
a loss of funds or licensing standing in any district.
D. Failure to carry out the duties and responsibilities of the position.
E. Failure to meet the qualification criteria of the position.
F. Any act resulting in conviction for violation of federal or state law.
G. Any act resulting in public disciplinary action against said person's license
if the person is a doctor of chiropractic.
Section 2. Removal of Representatives or Appointees to
other Bodies
Any Federation representative or appointee to other bodies as defined by Article
VII, Section 9 of the Bylaws may be removed for cause by majority vote of the
Board of Directors. Cause for removal is the occurrence of any of the following
acts:
A. Failure to maintain said person's license to practice chiropractic if the
person is a doctor of chiropractic;
B. Failure to attend two (2) consecutive annual meetings of the Federation;
C. Failure to carry out the duties and responsibilities of the position.
D. Failure to meet the qualification criteria of the position.
E. Any act resulting in conviction for violation of federal or state law.
F. Any act resulting in public disciplinary action against said person's license
if the person is a doctor of chiropractic.
ARTICLE XII
Executive Director and Executive Offices
Section 1. Executive Director
The Executive Director shall be a salaried contractual
employee who serves as the administrative officer and general manager of the
corporation. The Executive Director shall be approved by a majority vote of the
Board of Directors.
Section 2. Executive Office
The Board of Directors shall establish an executive office location by a
majority vote.
ARTICLE XIII
Adoption and Amendment of Bylaws
Section 1. Amendment
These bylaws may be amended at any meeting of the corporation, duly called, by a
two-thirds (2/3) vote of the member chiropractic boards present, provided that
the amendment shall have been submitted to the Executive Director of the
corporation within 60 days of the meeting at which it is to be voted upon. The
full text of the amendment shall be mailed to each member chiropractic board not
less than 30 days prior to the date of the meeting at which its adoption is to
be voted upon.
Section 2. Effective Date
These bylaws, and any other subsequent amendments thereto, shall become
effective upon their adoption.
ARTICLE XIV
Parliamentary Authority
The rules contained in the current edition of Robert's
Rules of Order Newly Revised shall govern the Federation to the extent that they
are not inconsistent with these bylaws and any special rules of order adopted by
the Federation.
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