Adopted April 2025
Article I: Name
Article II: Purpose
Article III: Vision, Values, Mission and Objectives
Section 1. Mission
Section 2. Vision
Section 3. Objectives
Article IV: Members
Section 1. Classification and Qualifications
Section 2. Dues and Application Fees
Section 3. Expulsion and Reinstatement
Section 4: Resignation
Article V: Meetings
Section 1. Meeting of Members
Section 2. Board of Directors
Section 3. Executive Committee Meetings
Section 4. Quorum
Section 5. Meeting Definition
Section 6. Notices of Meetings
Section 7. Proxy Voting
Article VI: Officers
Section 1, Number and Title
Section 2. Election, Qualification, and Term of Office
Section 3. Duties of Officers
Section 4. Vacancies
Section 5. Removal
Article VII: Governance
Section 1. Number, Election, Tenure and Qualifications
Section 2. General Powers
Section 3. Removal
Section 4. Vacancies
Section 5. Compensation
Article VIII: Committees
Section1. Executive Committee
Section 2. Nominating Committee
Section 3. Membership & Public Relations Committee
Section 4. Research & Development Committee
Section 5. Standard & Ethics Committee
Section 6. Special Committees
Article X: Contracts, Checks, Deposits, and Funds
Section 1. Contracts
Section 2. Checks
Section 3. Deposits
Section 4. Gifts
Section 5. Fiscal Responsibility
Article XI: Registered Office
Article XII: Indemnification
Article XIII: Parliamentary Authority
Article XIV: Amendment of Bylaws
Article I: Name
The name of this organization shall be The Society of Chiropractic Orthospinology, Inc., (the “Corporation”).
Article II: Purposes
Section 1.
The Corporation is a Georgia nonprofit corporation. The principal place of business shall be Waleska, GA. The Corporation is organized and shall be operated exclusively for educational, scientific and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including the making of distributions for such purposes to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law). These purposes include the following:
Article III: Vision, Mission and Objectives
Section 1. Mission
At The Society of Chiropractic Orthospinology, we are committed to being at the forefront of advancing upper cervical care through Orthospinology systems and procedures. By utilizing the latest technology and expert analysis of the cranio-cervical junction (CCJ), we adhere to the highest standard of care for the correction of the Atlas Subluxation Complex (ASC).
We equip doctors with the tools and knowledge to effectively address the Atlas Subluxation Complex and its associated conditions, ensuring optimal patient outcomes through precise and individualized care.
We are dedicated to providing cutting-edge, personalized clinical care that restores both local and global function in order to improve an individual’s quality of life.
Section2. Vision
To lead the advancement of upper cervical care through innovative Orthospinology practices, empowering doctors with the knowledge and tools to deliver precise, personalized care that optimizes patient outcomes and enhances quality of life.
Section 3. Objectives
(a) To advance health and wellness through the chiropractic profession and its practices.
(b) To support and foster research initiatives aimed at enhancing health through chiropractic care.
(c) To enhance the chiropractic profession by advocating for educational opportunities for both chiropractic practitioners and students pursuing the profession.
(d) To create, implement, and advocate for standards of patient care, facilitating education by assessing proficiency and competence, as well as designing, evaluating, and approving the equipment, instruments, and procedures used in chiropractic education programs.
(e) To back programs and activities that educate the public on topics beneficial to individual and community health within the areas served by the Corporation.
(f) To engage in any activities aimed at improving the general health and well-being of the communities impacted by the Corporation's work.
(g) To receive and manage funds for the benefit of the Corporation or its successor, including acquiring property through bequests, gifts, purchases, or leases, whether outright or in trust, with no limit on the amount or value, except as may be legally restricted.
(h) To sell, lease, borrow, encumber, transfer, or dispose of any property, and to manage and invest the principal and income derived from such property in support of the Corporation’s purposes, subject to any legal or contractual restrictions.
(i) To own, utilize, acquire, sell, mortgage, or encumber both real and personal property to further the objectives of the Corporation and to carry out all activities necessary to achieve its purposes.
(j) To undertake any lawful actions or activities that support the Corporation’s charitable, scientific, and educational goals, as defined under Sections 501(c)(3) and 509(a) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of future U.S. tax laws, and in accordance with the nonprofit laws of the State of Georgia.
Article IV: Members
Section 1: Classification and Qualifications
(A) Active Members shall be anyone who holds a valid degree from an accredited chiropractic university or college, is in good professional standing in his/her state or country of residence, has applied for membership, and who has paid his/her annual dues. Active members shall have all the rights and privileges of membership, be eligible to vote, and to hold elective office.
(B) Lifetime Members shall be Active Members who pay lifetime dues to the Corporation and shall have all of the rights and privileges of Active Members.
(C) Honorary Members are persons other than student or graduate chiropractors who have demonstrated outstanding devotion and service to the Corporation. Honorary Members shall be recommended by a member of the Corporation and elected by a majority vote of the Board of Directors. They shall not pay dues, be entitled to vote, or hold elective office.
(D) Student Members shall be chiropractic students who have applied to or are actively enrolled in a chartered college or university of chiropractic who have paid annual student dues. They are entitled to attend membership meetings and to address the assembly but are not eligible to make motions, vote, or hold elective office.
(E) Senior/Retired Members shall be any qualified Active Member, sixty-five (65) years of age and older, so choosing to be designated as such. They shall have all the rights and privileges of Active membership, be eligible to vote, and to hold elective office, but will be assessed annual dues at the reduced Senior Members rate, which shall be determined by the board.
(F) Inactive Members shall be former Active, Student, Senior/Retired Members who have not paid their annual dues. Inactive members shall be considered inactive members for one year and shall not be eligible to vote or to hold elective or appointive office.
Section 2: Dues and Application Fees
(A) Active, Lifetime, Senior, and Student membership dues and application fees shall be determined by the Board of Directors and shall be payable on January first, based on a calendar year.
(B) Lifetime membership dues shall be an amount equal to twenty times the annual dues.
(C) Honorary membership does not require dues.
Section 3: Expulsion and Reinstatement
(A) The Board of Directors may expel any member for cause, after a hearing before the Board, in such a manner as the Board of Directors shall direct.
(B) Those members whose dues have not been paid by January first shall become Inactive Members for one year. Membership shall be reinstated for the fiscal year in which dues are paid.
(C) Any member whose chiropractic license is suspended or revoked by his state of residence shall be automatically dropped from membership in the Corporation without reimbursement of dues.
(D) Any member expelled or dropped from membership may be reinstated upon a majority affirmative vote of the Board of Directors and upon payment of current annual dues.
Section 4: Resignation
Any member desiring to resign from the Corporation may resign by submitting a notice in writing to the Secretary to be presented to the Board of Directors and will be removed from the membership list upon receipt of notice.
Article V: Meetings
Section 1. Meeting of Members
(A) Annual Meeting
1. The Annual Meeting of the Membership may be held at a date, time, and place to be designated by the Board of Directors.
2. Written, printed or electronic notice stating the place, day, and hour of the annual meeting shall be delivered to each member entitled to vote at such meeting not more than 60 days nor less than 10 days before any such meetings.
(B) Special or Emergency Meetings
1. The President at the direction of the majority vote of the Board of Directors may call special or emergency meetings of the members
2. Notice of special or emergency meetings shall be in writing or electronic notification and state the date, place, the purpose, and hour of the meeting, and shall be delivered to each member entitled to vote at such meeting not more than 60 days and not less than 48 hours prior to the date of such meeting.
3. Special or emergency meetings of the members shall be limited to the purpose specifically stated in the Notice.
Section 2. Board of Directors
(A) Annual Meeting
1. The Annual Meeting of the Board of Directors shall be held in conjunction with the annual Symposium of the Corporation.
2. The President shall provide notice of the date, time, and place of the meeting, not more than 60 days nor less than 48 hours before any such meeting
(B) Semiannual Meetings
Semiannual Meetings of the Board of Directors may be held at a time and place determined by the Board of Directors with a minimum of 60 days’ notice.
(C) Conference Call Meetings
Conference Call Meetings shall be scheduled at the discretion of the Board and require notice within one week (seven days)
(D) Special or Emergency Meetings
1. Special meetings of the Board of Directors may be called by or at the request of the President or three or more Directors by written or electronic notice of the date, time, and place thereof not more than 60 days nor less than 48 hours before any such meeting.
2. The President may call Emergency Meetings of the Board of Directors by electronic or written notice not more than 60 days nor less than 48 hours before any such meeting.
Section 3. Executive Committee Meetings
(A) The Executive Committee shall transact the business of the Corporation between meetings of the Board of Directors
(B) The President shall call Executive Committee meetings with a seventy-two-hour notice of the date, time and place
Section 4. Quorum
(A) Membership meetings
A majority of the members present constitute a quorum for the transaction of business
(B) Board of Directors meetings
1. Six of the Officers and Directors constitute a quorum for the transaction of business
2. All questions submitted to the Board of Directors shall be decided by majority vote of the officers and directors present and voting. An officer or director who is present via conference call, video call, or another form of real time communication shall be considered present and hold the ability to vote at any meeting of the Board of Directors
(C) Executive Committee
Four Fifths of the Executive Committee constitutes a quorum for the transaction of business. An officer or director who is present via conference call, video call, or another form of real time communication shall be considered present and hold the ability to vote at any meeting of the Executive Committee
Section 5. Meeting Definition
Meeting shall be defined as any medium, which allows quorum in order to conduct business including but not limited to conference call, in person, or digital media
Section 6. Notices of Meetings
(A) Whenever any notice is required to be given by the laws of the State of Georgia or these Bylaws, a waiver shall be deemed equivalent to the giving of such notice. Attendance or absence without objection shall also be deemed waiver of notice.
Section 7. Proxy Voting
Any member, not present in person at a meeting of members may be represented by proxy. Voting must be in person or by proxy at the Annual Meeting. All proxies shall be in writing in the form listed in this section and shall be filed with the Secretary of The Society before or at the time of meeting. No proxy shall be valid after six (6) months from the date of its execution.
Article VI: Officers
Section 1, Number and Title
The Officers of The Society of Chiropractic Orthospinology shall consist of a Past President, President, Vice President, Secretary, and Treasurer and six (6) Directors.
Section 2. Election, Qualification, and Term of Office
(A) At the Annual Meeting the Board of Directors shall elect a President, Vice President, Secretary and Treasurer, each to serve for a term of Two (2) years, with a maximum of two consecutive terms in each position.
1.The position of Treasurer shall be exempt from the limit of consecutive terms, with the approval of the Board of Directors.
(B) The Nominating Committee shall submit names for each Officer to be elected. Members shall also be given the opportunity to provide nominations for positions. The Officers shall be elected by ballot, a majority of the votes cast being necessary to elect. The Officer receiving the highest number of votes shall be declared elected for the respective term until his or her successor is duly elected and installed.
(C) In the event that two or more nominees for Director receive an equal number of votes, a simple run-off election between these nominees shall determine the winner
(D) Newly elected officers shall be inducted into office at the conclusion of the Annual Meeting
(E) Each officer shall hold office until the successor shall have been duly elected and installed or an office vacated, or an officer has been removed
Section 3. Duties of Officers and Directors
The duties of the officers shall be such as usually attached to such offices and in addition the Corporation may designate thereto such other or further duties as from time to time are required.
(A) The Past President shall serve on the executive committee as an advisor and have a vote at all official meetings and count toward quorum. The past president seat can be occupied by any Past President if the immediate Past President is not available. This by invitation of the current presiding officer.
(B) The President shall oversee the general functioning of the Corporation, shall represent the Corporation in all public and private functions and shall (with Board approval) appoint the committee chairs at the next regular meeting of the board of directors. He or she may present a “State of Orthospinology” report to the membership at the Annual Meeting as a record of the affairs of the Fraternity for the preceding year
(C) The Vice President, shall assist the President, shall carry out any duties assigned by the President, and shall assume the duties of the President when absent or unable to perform the duties of President
(D) The Secretary shall record minutes of the meetings of the membership, the Executive Committee, and Board of Directors and shall maintain those minutes as the historical record of the Corporation, and shall notify the membership and Directors of the date, time, and place of the regular and special meetings of the Executive Committee, Board of Directors, and/or the membership.
(E) The Treasurer shall be charged with the custody of all funds and securities of the Corporation, shall oversee the receiving and giving of receipts for monies due and payable, shall maintain accounts for the collection and distribution of all monies, and shall keep the financial records, monitor the investments and the endowment funds, and submit financial reports and tax documents on a timely basis to the Board of Directors and the Internal Revenue Service.
(G) Directors shall be charged with approving all fiduciary and other business brought before the Board of Directors at meetings. Additional duties of the 6 three (3) year directors will be to serve as board of trustees for any Society of Chiropractic Orthospinology endowment. (Endowment funds will be defined in the Board of Directors Policy Document.)
Section 4. Vacancies
Vacancies may be filled at any meeting of the Board of Directors by nominating and electing a Director to the office or offices by a majority vote of the Board of Directors present.
Section 5. Removal
Any officer or director elected or appointed pursuant to these Bylaws may be removed by an affirmative vote of not less than two-thirds of the electing body or the Board of Directors.
Article VII: Governance
The elected Officers together with the Directors shall be known and designated as the Board of Directors. Six of the Officers and Directors constitute a quorum for the transaction of business
Section 1. Number, Election, Tenure and Qualifications
(A) The Board of Directors shall consist of the elected Officers and six (6) Directors elected by the Board of Directors at the Annual Meeting from members qualified to hold office. Directors are to serve three (3) year terms with a maximum two consecutive terms.
1. Two Directors shall be voted on each year as their term ends, with board member terms rotating to end in Year 1, 2, and 3.
(B) The Nominating Committee shall submit names for each Director to be elected. Members present may make additional nominations.. The directors shall be elected by ballot, a majority of the votes cast being necessary to elect. The Directors receiving the highest number of votes shall be declared elected for the respective term until his or her successor is duly elected and installed.
(C) In the event that two or more nominees for Director receive an equal number of votes, a simple run-off election between these nominees shall determine the winner
(D) Newly elected Directors shall be inducted into office at the conclusion of the
Annual Meeting of Members.
(E) The 6- 3 year term board positions require active membership for five years.
Section 2. General Powers
The business and the affairs of the Corporation shall be supervised by its Board of Directors and shall include but is not limited to:
(A) Overseeing the day-to-day functioning, strategic planning and evaluation of activities, programs and projects
(B) Approving Policies and Procedures
(C) Managing the financial resources of the Corporation, approving the budget and maintaining fiscal responsibility as described in these Bylaws
(D) Approving the appointment of Committee Chairs
(E) Approving all Corporation insignia, certificates, paraphernalia or any other form of representation, which bears the representation of the Corporation
(F) The appointment of such agents and representatives of the Corporation with such powers and to perform such acts and duties on behalf of the Corporation as the Board may see fit, so far as may be consistent with these Bylaws, to the extent authorized by law
(G) Assist in maintaining the rights and privileges of the Members
(H) Overseeing resignations and expulsions
(I) Administration, Management, Personnel and/or Staff may be hired or contracted by the Board of Directors. The duties shall include but not be limited to:
1. Overseeing the day-to-day functioning and accountability of the Corporation
2. Maintaining communication with Officers, Directors, members and potential members
3. Working with the Committees to plan Membership and Communication
4. Working with the Treasure to solicit and manage the resources of the Corporation.
Section 3. Removal
Any officer or director elected or appointed pursuant to these By-Laws may be removed by an affirmative vote of not less than two-thirds of the electing body or the Board of Directors.
Section 4. Vacancies
(A) A vacancy occurring on the Board by death, removal, or resignation shall be filled by appointment of the Presiding Officer with approval of the Board of Directors, until the next annual meeting where elections occur.
Section 5. Compensation
Directors shall receive no compensation for services but by resolution of the Board may be reimbursed for their expenses to attend meetings of the Board.
Article VIII: Committees
Section1. Executive Committee
(A) The Executive Committee shall be composed of the Past President, President, Vice President, Secretary, and Treasurer
(B) The Executive Committee shall transact the business of the Corporation between Board meetings
(C) Four Fifths of the Executive Committee constitutes a quorum for the transaction of business
Section 2. Nominating Committee
At the annual meeting of the Board of Directors, the President shall appoint a Nominating Committee of two members, who shall present in writing (at least thirty days prior to next year’s Annual Meeting) the name of candidates for each Officer and Director to be elected
Section 3. Membership & Public Relations Committee
(A) The Membership Committee shall be composed of a chair (appointed by the President and approved by the Board of Directors at its next regular meeting of the board of directors) and members selected by the chair
(B) The duties of the Membership Committee shall include but not be limited to:
1. The Public Relations & Membership Board shall be composed of a minimum (1) to a maximum of (4) BCCO or DC members and are to be responsible for special events including, but not limited to, the Annual Symposium.
3. Provide timely notices of meetings of members.
4. To create, monitor and maintain a website and social media sites for effective communication
5. To Create and Implement Social Media Policies and Guidelines adhering to the purposes and objectives of the Corporation
6. Working with the Fundraising Committee to explore, secure and maintain Affiliate Memberships with organizations with similar purposes and objectives
Section 4. Research and Development Committee
A) The Research and Development Committee shall be composed of a minimum (1) to a maximum of (4) BCCO or DC members and shall be responsible for generating and facilitating opportunities for BCCOs, DC and Student members to participate in basic or applied research activities.
Section 5. Standards and Ethics Committee
(A) The Standards and Ethics Committee shall be composed of a chair (appointed by the President and approved by the Board at its Annual Meeting) and members selected by the chair.
(B) The Standards and Ethics Committee shall develop, establish, advocate and implement standards of patient care for member doctors to follow the founding principles of chiropractic considering the health and well being of the patients and communities served
Section 6. Special Committees
The President with approval of the Board of Directors may appoint chairs of special committees to further the ends of the Corporation as may be deemed necessary. Persons may be designated committee members who are not members of the Corporation
Article X: Contracts, Checks, Deposits, and Funds
Section 1. Contracts
The Board of Directors or Executive Committee may authorize any Officer of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation only after review by legal counsel, and such authority may be general or confined to specific acts
Section 2. Checks
All checks, drafts, or evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers and in such manner as shall from time to time be determined by resolution of the Board of Directors
Section 3. Deposits
All funds of the Corporation shall be deposited to the credit of the Corporation in such banks as the Treasurer may select with the approval of the Board of Directors
Section 4. Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose of the Corporation or as such gift may be specified for any activity of the Corporation
Section 5. Fiscal Responsibility
(A) The Corporation's assets must exceed its liabilities at all times. Any violation of this Section will result in immediate action by the Board of Directors. To this end the Board of Directors shall hold an emergency meeting within 5 days of any member of the board receiving notice of such violation
(B) The Board of Directors shall have the authority under law:
1. To receive and administer funds for the benefit of the Corporation or its successor and to that end, to take and hold by bequest, devise, gift, purchase or lease either absolutely or in trust any property, real, personal or mixed without limitation as to amount or value except such limitations if any as may be imposed by law
2. To sell, lease, borrow, encumber, convey and dispose of any such property and to invest and reinvest principal and income thereof and to deal with and expend principal and income therefrom for the purposes set forth in this Article II without limitation except such limitations, if any, as may be contained in the instrument under which such property is received or such limitations, if any, as may be imposed by law
3. To own, use, buy, sell, mortgage or encumber real and personal property as will tend to promote the objects of this Corporation and the doing of all things necessary or incident to the purposes of this Corporation
4. To endow funds to support the objectives of the Corporation by using interest income to fund the programs and activities necessary to accomplish our objectives
5. To do such other lawful acts or activities to accomplish the Corporation’s charitable, scientific, and educational purposes as contemplated by Sections 501(c)(3) and 509(a) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue law and the nonprofit corporation laws of the State of Georgia
Article XI: Registered Office
The Corporation shall have and maintain a registered office and resident agent in the State of Georgia and such other offices within or outside of the state as the Board of Directors shall determine. The Corporation shall keep complete books and records of accounts and shall also keep minutes of the official proceedings of its members, and Executive Committee; and shall keep at the registered office a record giving the names and addresses of the members. The resident agent shall serve as a liaison between the Corporation and government agencies and shall inform the President of any governmental activities affecting the Corporation within three working days.
Article XII: Indemnification
Each Director and each Officer of this Corporation, and each Director and Officer serving any other corporation whether a foreign or domestic corporation, business corporation, partnership, joint venture, trust or other enterprise whether for profit or not, as a director, officer, partner, employee, non-director volunteer or agent at the request of this Corporation, shall be indemnified by this Corporation against all expenses, as hereinafter defined, which shall necessarily or reasonably be incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of this Corporation, by reason of being or having been a Director or Officer of this Corporation, or of being or having been a director or officer of such other corporation, whether or not he continued to serve in such capacity at the time of incurring such expenses. As used in this paragraph, "expenses" shall include attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding. However, no person shall be indemnified if he did not act in good faith and did not act in a manner he reasonably believed to be in or not opposed to the best interests of this Corporation, and with respect to any criminal action, if he had reasonable cause to believe his conduct was unlawful. Each Director and each Officer of this Corporation, and each Director and Officer serving any other corporation whether a foreign or domestic corporation, business corporation, partnership, joint venture, trust or other enterprise whether for profit or not, as a director, officer, partner, employee, non-director volunteer or agent at the request of this Corporation, shall be indemnified by this Corporation against all expenses, as hereinafter defined, which shall necessarily or reasonably be incurred in connection with any threatened, pending, or completed action or suit by or in the right of this Corporation to procure a judgment in its favor by reason of being or having been a Director or Officer of this Corporation or of being or having been a trustee or officer of such other corporation, whether or not he continued to serve in such capacity at the time of incurring such expenses. As used in this paragraph, "expenses" shall include attorneys' fees, actually and reasonably incurred in connection with the defense or settlement of such action or suit. However, no person shall be indemnified if he did not act in good faith and did not act in a manner he reasonably believed to be in or not opposed to the best interests of this Corporation; and provided further that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to this Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. Any indemnification described in the first two paragraphs of this Article XVI, unless ordered by a court, shall be made by this Corporation only as authorized in the specific case upon a determination that such indemnification is proper in the circumstances because such person met the applicable standard of conduct set forth in the first two paragraphs of this Article. Such determination shall be made (a) by majority vote of the Directors of this Corporation who were not and are not parties to or threatened with any such action, suit or proceeding, or (b) if a quorum is not obtainable or if a majority vote of the quorum of disinterested Directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for this Corporation or any person to be indemnified within the past five years, or (c) by the court in which such action, suit or proceeding was brought. The foregoing right of indemnification shall be in addition to any other rights to which any person seeking indemnification may be or become entitled by law, vote of disinterested Directors of this Corporation or otherwise.
Article XIII: Parliamentary Authority
The latest edition of Robert’s Rules of Order shall govern matters not herein covered.
Article XIV: Amendment of Bylaws
The Bylaws of the Corporation may be altered, amended, repealed and new By-Laws may be adopted by a vote of three fourths of the Board of Directors at a meeting, provided that at least thirty days written notice to the Board of Directors is given of the intention to alter, amend, or to repeal and adopt new By-Laws at such meeting.
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