Association Governance

mca bylaws

MARYLAND CHIROPRACTIC ASSOCIATION, INCORPORATED
2021

This draft: November 7, 2021
Committee Edits

BYLAWS

ARTICLE I
Name of Organization

The name of this organization is Maryland Chiropractic Association, Incorporated, thereinafter referred to as MCA or the Association.

ARTICLE II
Objectives

The objectives of this organization are to:

Section A. Serve as a representative membership organization of the chiropractic profession.
To advance the chiropractic profession in Maryland.
Section B. Maintain the science of chiropractic as a separate and distinct healing arts profession.
To represent Chiropractic in legislative matters.
Section C. Protect in every way not contrary to law the philosophy, science, and art of chiropractic, and the professional welfare of its members.
To educate the public about Chiropractic.
Section D. Serve as an official spokes organization for and representative of the chiropractic profession in the State of Maryland.
To promote the highest possible standards of ethics and professional competence in Chiropractic.
Section E. Establish and maintain the standards of education, ethics, and professional competency necessary or desirable to meet the requirements of the profession and the expectations of society.
To develop constructive relationships with other health professionals.
Section F.

Establish and maintain the most desirable relationships within the chiropractic profession and with other professions, organizations, Governmental Agencies, and groups.

Section G.

Establish in the public mind an understanding which will assure maximum recognition and acceptance of the profession, its programs and practices.

Section H.

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. Application: The Board of Directors will develop policies and procedures for gaining membership. Applications for membership shall be made on forms furnished by the Association.
Section B. Classifications: The Board of Directors will develop criteria for membership classifications including Active, Associate, Student, Supporting, Honorary, Life, and Chiropractic Assistant members.
Section C. Suspension of Membership: The Board of Directors will develop policies for the grounds for and the procedure to suspend a member.
Section D. Reinstatement: Should a member have been suspended from membership due to his or her failure to meet financial obligations to the Association, that member may be reinstated to good standing upon payment of all debts which shall include dues for the year in which reinstatement is requested. Members who were suspended due to their license being revoked, may make application to be reinstated at a time when their license is re-issued, but not less than one year from the date of suspension.
Section E.  The Board of Directors shall establish annual dues for each membership classification and the means timetable for which they can be paid.

 

ARTICLE IV
Nomination and Election of Officers

Section A.

Nomination and Election of Officers

  1. A member of the Association to be eligible to hold the office of President, Vice President, 2nd Vice President, Secretary, Treasurer or membership on the Board of Directors shall have been a General member of the Association in good standing for at least three (3) consecutive years prior to his or her election and shall have practiced full-time for three (3) years in the State of Maryland.
  2. The Nominating Committee shall submit to the Secretary, not later than sixty (60) days before the fall meeting of the Association, a slate of candidates for office. The Nominating Committee report shall be circulated to the membership not less than fifty (50) days before the Fall meeting. Additional nominations may be made provided they are made in writing, endorsed by at least ten (10) General Members in good standing, with the written consent of the nominee and received by the Secretary of the Association not less than ten (10) days in advance of the Fall meeting. Receipt of additional nominees, properly documented, will trigger an election by secret ballot during the Fall Convention. The Secretary shall be responsible for seeing that all those members with the privilege of voting are notified of any additional nominations, in writing, immediately. There shall be no nominations from the floor unless an unopposed and announced candidate should withdraw his or her name from consideration. In the event that there is more than one (1) nominee for the same office, the election shall be by secret ballot. When there are more than two (2) candidates for the same office and none receives a majority of the votes of those members present and voting, the candidate receiving the lowest number of votes for that office shall be eliminated and another vote shall be taken until one (1) candidate receives a majority vote, then the President or the President’s substitute shall declare the candidate to be duly elected.
  3. Each nominee has the right to select his or her own representative teller for the counting of ballots.

 

ARTICLE V
Officers and Directors

Section A.

Officers:

The Association shall have the following officers who shall be considered to be the Executive Committee and who shall have the authority to act in the interest of the Association in the interim between regular and special meetings of the Board of Directors provided that such actions are within the scope of authority given the Executive Committee, not prohibited by statute, by the Board and with the understanding that any actions are subject to the approval of the Board at its next meeting.

  1. President
  2. First Vice President
  3. Second Vice President
  4. Secretary
  5. Treasurer
  6. The immediate Past-president
Section B.

Election of Officers:

  1. The Officers of the Association shall be elected at the Fall Meeting for a one (1) year term.
Section C.

Duties of Officers:

  1. President. The President shall:
    • Preside at all regular Membership and special meetings of the Association.
    • Be ex-officio member of all committees.
    • Appoint each of the Association’s committees.
    • Be official spokesperson for the MCA.
    • Not serve more than three (3) consecutive one-year
  2. First Vice President. The First Vice President shall:
    • Perform all of the duties of the President in case of his/her absence or disability.
    • Act as Chairman of the Board in case of the Chairman’s absence or disability.
    • In the absence of both the President and Chairman, the first Vice President will perform the duties of President and the Second Vice President will perform the duties of Chairman.
    • Coordinate all of the committees whose studies involve projects external to the organization such as Public Relations, Legislation, Insurance and other committees of nature.
  3. Second Vice President. The Second Vice President shall:
    • Perform all duties of the President or First Vice President should they both be absent or disabled and shall act as parliamentarian.
    • Be responsible for all committees whose duties involve projects internal to the organization such as budget, membership, organizational planning, ethics, and other committees dealing with the internal affairs of the Association.
  4. Secretary. The Secretary shall be responsible for seeing that the business activities of the Association are recorded and minutes properly maintained, keeping the books and records of the Association, serve as the corresponding officer of the Association, sign all certificates of the Association, submit a detailed report on annual meetings and at the request of the President.
  5. Treasurer. The Treasurer shall:
    • In their duties:
      1. Be responsible for seeing that all dues, assessments and taxes of the Association are collected, and shall see that all funds of the Association are deposited in the appropriate financial institution in the name of the Maryland Chiropractic Association, Inc. He or she shall see that all bills of the Association are paid in a timely manner, and he or she shall maintain a detailed record of the financial activities of the Association and submit a detailed report to the Board of Directors and to the members at their annual Fall meeting.
      2. The Treasurer shall be elected for a one-year term and may serve for consecutive terms.
    • The Treasurer shall be co-depositor with President for all funds and ensure that they are deposited in a Federally Insured Financial Institution in the name of the Maryland Chiropractic Association, Inc.
    • The Treasurer shall be co-signature, with President and Executive Director, for all checks written in the name of the MCA.
    • The Treasurer’s records shall be open for inspection by the President, Board of Directors or at the request of any member in good standing at any regular or special meeting.
    • The Board of Directors shall see that an audit of the Association’s books is performed each year either by a duly appointed third-party CPA or by an audit committee of the Board.
  6. Miscellaneous:
    • All elected officers shall assume their duties at the next Board Meeting after their election.
    • A member of the State Board of Chiropractic Examiners may not hold an elective office in the Association.
Section D.

Board of Directors and Delegates:

  1. Elected Directors and Delegates:
    • The Association shall have up to nine (9) Directors. Additionally, there shall be elected each year by the members a Delegate who shall represent the American Chiropractic Association and another who shall represent the International Chiropractic Association.
  2. Election of Directors and Delegates
    • The Officers, Directors and Delegates shall be elected at the Fall Meeting.
    • Except as otherwise provided in this section, the Directors shall be elected for a two (2) year term; up to five (5) elected on alternating years.
  3. Duties of Board of Directors: The Board of Directors shall manage the affairs of the Association.
    • The duties of the Board of Directors shall be as follows:
      1. Elect a Chairman for a one (1) year term from among its members at the Board’s first meeting following the Fall election. The Chairman shall preside at all Board meetings. The Chairman shall not be the current President of the Association;
      2. Board meetings shall be coordinated under the Rules governing the Association;
      3. In the event a vacancy occurs in the any office, with or without cause, the President, in conjunction with the approval of the Board, shall appoint a successor to fill the unexpired term;
      4. The Board shall have the authority to hire an Executive Director;
      5. The Board shall annually review the finances of the Association and shall establish a balanced budget and membership dues for all categories of membership.
      6. Seven (7) members constitute a quorum;
      7. All Board action shall be part of the regular business of the Association;
      8. The Executive Director shall:
        • Prepare and file reports of Board action at regularly scheduled Association meetings;
        • Submit the minutes of each Board meeting to the Board members.
        • have authority to sign checks designate such authority to a person approved by the Board of Directors.
Section E.

The Annual Budget

  1. The Treasurer, with the assistance of the Executive Director and the Finance/Budget Committee, shall establish a balanced budget for the fiscal year to be approved by the Board of Directors prior to said year.
  2. An emergency fund shall be maintained and shall be placed in an interest bearing emergency
    reserve fund account. The interest accruing to this account shall remain in this account; specifically, reserved for fiscal emergency purposes.
  3. In an emergency, the Board of Directors may by a two-thirds (2/3) vote, use the restricted
    emergency fund, all or in part, for the designated emergency(s) and may transfer funds within the budget. An emergency relating to the emergency reserve fund account is defined as a situation, act or circumstance as determined by the Board of Directors.
  4. In an emergency, the Board of Directors is authorized at its regularly scheduled Board Meeting, Special Meeting, or Annual Meeting, to review the budget and make transfers of fund in the best interests of MCA.

 

ARTICLE VII
Regular and Special Meetings

Section A.

Regular Meetings:
An educational and business meeting of the Association shall be held semi-annually in the Fall and the Winter/Spring at a time and place as determined by the Board.

Section B.

Special Meetings:
A Special Meeting of the Association may be called by the President, the Board of Directors or petition filed with the President containing signatures of forty (40) percent of the membership of the Association. The petition shall set forth the purpose of the Special Meeting and a Special Meeting called under this paragraph shall be limited to the purpose set forth in the petition.

Section C.

Quorum:
A quorum for the transaction of any business at any Regular or Special Meeting of the Association shall be deemed those present and voting provided proper notice shall have been given.

Section D.

Parliamentary Procedure:
Robert’s Rules of Order (as revised) shall be the parliamentary authority for all meetings of the Association, except where they may be in conflict with the Articles of Incorporation, these Bylaws, other policies adopted by the Board of Directors, or are inconsistent with any special rules of order the Society may adopt.”

 

ARTICLE VIII
Bylaws

Section A.

Amendments:

The Bylaws may be amended at a regular meeting of the Association upon an affirmative vote of seventy-five (75) percent of the members present and voting provided:

  1. The amendment(s) is/are approved by the Board of Directors and submitted to each member at least thirty (30) days prior to the regular meeting at which the amendment(s) are to be considered and voted upon by the membership.
  2. The amendment(s) is/are submitted by a petition of fifteen (15) members in good standing or the Bylaws Committee, to the Secretary, at least sixty (60) days prior to the date of the regular meeting at which the amendments are to be considered. The Secretary shall send the amendment proposed by petition to all members in good standing at least thirty (30) days prior to the regular meeting at which the amendments are to be considered.
Section B.

Special Order of Business. Pursuant to Robert’s Rules of Order:
A provision of the Bylaws may be suspended for a special order of business upon an affirmative vote of seventy-five (75) percent of the members present and voting at a regular or special meeting.

Section C. 

Copies of Bylaws:
A current copy of Bylaws shall be kept by the Secretary and Executive Director.

Section D.

Effective Date:
The Bylaws and any amendment(s) to the Bylaws shall become effective immediately upon approval of the Association.

 

ARTICLE IX
Committee Membership and Duties

Section A.

Standing Committees: The board may create such committees as it deems necessary or convenient, in addition to those listed herein.

  1. Budget/Finance Committee: The Committee shall assist the Treasurer and Executive Director in preparing the Association’s annual budget. Said budget shall be presented to the Board of Directors for adoption. The Committee also shall prepare a financial review of the books of the Association and shall assist the Executive Director in coordinating such a financial review with a third-party CPA.
  2. Promotion Committee: The Committee shall recommended future plans for exhibits to the general public, coordinate health fairs and those activities considered to be in the public and professional interest of the Association.
  3. Education Committee: The Committee shall develop the educational program for the Association.
  4. Insurance Committee: The Committee shall monitor chiropractic health insurance issues.
  5. Legal/Legislative Committee: The Committee shall:
    1. Review legislation affecting the practice of chiropractors;
    2. Make recommendations for a statutory or regulatory changes on issues affecting the practice of chiropractic; and
    3. Act as the Association’s liaison before the Maryland General Assembly, and other State Legislative bodies.
    4. Review legal issues with Association’s legal counsel.
  6. Membership Committee. The Committee shall:
    1. Maintain a current list of membership of the Association, including non-member licensees;
    2. Promote the MCA to all licensed chiropractors.
    3. Encourage recently licensed chiropractors to participate in the activities;
    4. Introduce new members to the Association, provide them with a membership certificate and provide an appropriate orientation.
  7. Nominating Committee.
    1. The President shall appoint five (5) members from among the Officers, Directors, or members in good standing of the Association, to be the Nominating Committee.
    2. The appointment shall be made at least ninety (90) days prior to the Fall Meeting.
    3. The Nominating Committee shall place into nomination the names of active members as candidates for the officers of the Association, members of the Board of Directors and shall prepare electronic ballots for the elections.
    4. The list of nominees shall be delivered to the Secretary at least sixty (60) days prior to the Fall Meeting.
    5. The Secretary shall mail the ballot to each member of the Association at least fifty (50) days prior to the Fall Meeting.
Section B.

All elected officers and committee chairmen shall submit written activity reports at least thirty (30) days prior to the Fall and Winter/Spring Meetings.

 

ARTICLE X
Contracts With Employees or Independent Contractors

Section A. The Association may hire an Executive Director, Attorney, Legislative Lobbyist, or other persons necessary or convenient to carry out the business of the Association;
Section B. All contracts with either an employee of the Association or independent contractor must be approved by the Board of Directors;
Section C. Each contractual employee shall be reviewed as determined by the Board of Directors;
Section D. The compensation of the executive director and all other contractors shall be included in the Annual Budget, subject to the approval of the Board of Directors.
Section E. The Association shall hire a certified public accountant to audit its financial books annually and report to the Budget and Finance Committee.

 

ARTICLE XI
Dissolution

The Association may be dissolved by vote of the members as prescribed by statute. If the Association should be dissolved, no member or other private individual shall receive any portion of its remaining assets or property. Upon Dissolution, the balance of any assets or property of the Association which shall remain after all debts or obligations have been paid shall be distributed to one or more nonprofit corporations which are then exempt from Federal Income Taxes under the provision of Section 501 (a) of the Internal Revenue Code of 1986, as amended, and which, in the sole discretion of the Board of Directors, has as all or part of its purposes or is actively engaged in activities similar to the purposes of the Association. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction of the county or city in which the principle office of the Association is then located, to such organization or organization as said court shall determine which are exempt from Federal Income Taxes under the provisions of Section 501 (a) of the Internal Revenue Code of 1986, as amended.

ARTICLE XII
Indemnification

The Association indemnify officers, directors and members (including committee members) to the extent required by law and may indemnify officers, directors and members to the extent allowed by law. The MCA will procure insurance to fulfill its obligation or right to indemnity officers, directors and members.

ARTICLE XIII
Policy Documentation

Section A. The Association shall maintain and make available to membership a document containing the policies established by the Board of Directors which provides the details referred to in these Bylaws for the specific functioning of the Association, said document to be titled Book of Policy.
Section B. The Charter and Bylaws Committee shall, by periodic review, make certain that the contents of the Book of Policy are in full agreement with the Bylaws.

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Maryland Chiropractic Association
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