Constitution of the Illinois Chiropractic Society

The name of this not-for-profit corporation, organized and existing under the laws of the State of Illinois, is “Illinois Chiropractic Society,” referred to herein as “the Society.”

Section 1. Seal. The Seal of the Society shall contain the words “Illinois Chiropractic Society.”

Section 2. Emblem. An official emblem may, from time to time, be adopted by the Board of Directors, and it shall constitute the official emblem of the Illinois Chiropractic Society and shall be used only by members in good standing. The emblem shall remain the property of the Society, and may be recalled on termination of membership.

The location of the principal business office and any additional offices shall be as determined by the Board of Directors, referred to herein as “the Board.”

The Society exists to serve as a representative membership organization of the chiropractic profession, to promote and maintain standards of education, ethics, and professional competency that meet the requirements of the profession and the expectations of the Society, to establish and maintain the most desirable relationships within the chiropractic profession and with other professions, organizations, government agencies, and groups, and to establish, promote, conduct and carry on such activities that enhance the welfare of the members of this organization, the profession in general and the health of the people of Illinois.

Section 1. Qualifications for Membership. Any chiropractic physician of good moral character who is interested in the objectives of the Society, who is a graduate of a college fully accredited by the Council on Chiropractic Education, and who is licensed as a chiropractic physician in Illinois is eligible to apply for membership in the Society. The Board is the sole judge of the qualifications of applicants for admission.

Section 2. Application for Membership and Fee. Application for membership shall be made on forms furnished by the Society and shall be accompanied by payment of appropriate membership dues. Each application properly filled out and accompanied by the required payment shall be reviewed by Society staff and the name be referred to the Board for official approval by a majority of the Board, which act shall entitle the Member to all the rights and privileges incident to membership. After the application is submitted and before the Board officially approves the application, new member applicants may be provisionally afforded membership privileges at the discretion of the Executive Director.

Section 3. Acknowledgment. The Secretary shall inform the new member of membership status and provide the new member with a copy of the Constitution.

Section 4. Classes of Membership. The classes of membership are: General, Honorary, Emeritus Status, Associate, and Student.

Section 5. General Membership.

A. Full-Time Practitioners. Any Illinois licensed chiropractic physician who is engaged in the practice of chiropractic full-time.

B. Part-Time Practitioners. Any chiropractic physician who qualifies under A. above and can demonstrate that his or her practice is limited to 20 hours or less per week is eligible for membership at annual dues equal to one-half the full general membership fee.

Section 6. Honorary Membership. Any person who has rendered any special service to the cause of chiropractic may be made an honorary member of the Society upon recommendation of the Board and the affirmative vote of two-thirds of the members present at any regular meeting and voting. An honorary member shall have none of the obligations of membership in the Society, but shall be entitled to all of the privileges except those of making motions, of voting, and of holding office.

Section 7. Emeritus status. Emeritus membership may be granted to any member who has rendered notable service to the Society upon the signed recommendation of one member submitted with a curriculum vitae to the Executive Officers, reviewed and nominated by a committee of past presidents, recommended to the Board, and voted affirmatively by two-thirds of the members present at any regular meeting. An emeritus member shall have none of the obligations of membership in the Society, but shall maintain the privileges of his/her previous membership category.

Section 8. Associate Membership. Associate membership may be granted upon majority vote of the Board to an Illinois-licensed chiropractic physician who falls into one or more of the following categories:

• Has a practice exclusively in a state other than Illinois.
• Is a member of the Armed Forces of the U.S. on active duty.
• Is a full-time staff member of a C.C.E. recognized chiropractic college or institution.
• Is fully retired, and who may or may not still maintain an active license.
• Is sick or disabled and unable to practice. An attesting letter from an appropriate source must accompany the application.
• Is a graduate of a C.C.E. recognized College of Chiropractic who has neither received a license to practice nor is engaged in the practice of chiropractic in Illinois.
• Is not engaged in, nor derives an income from, the practice of chiropractic.

Associate members may neither vote nor hold elective office in the Society.

Section 9. Student Membership. Any student of a C.C.E. fully accredited college who at the time of application has not yet received a D.C. degree qualifies for student membership. Student members may neither vote nor hold elective office in the Society.

Section 10. Dues and Assessments. The Board shall set dues for all categories of membership and discounts, if any, for members who practice in the same office as a full-paying general member.

Section 10.1. Special Assessments. Special assessments may be levied against all members by the Board, when in its judgment it is necessary, or by a resolution passed by a 2/3 vote of the members present and voting at any special or regular meeting of the Society.

Section 10.2. Delinquent Member - Suspension - Reinstatement. Any active member of the Society failing to pay regular dues or special assessments within 60 days after being notified by the Treasurer to do so shall be considered delinquent and may be suspended without further action by the Society. Such delinquent members may be reinstated to membership upon payment of all unpaid dues and assessments or by special consideration of the Board.

Section 11. Termination or Suspension of Membership.

A membership may be terminated or suspended when sufficient cause exists for such action, including but not limited to those listed in this Section, subject to the requirements in this Section, procedures (if any) adopted by the ICS Board of Directors, and all applicable law and regulations.

Sufficient cause for such termination or suspension shall include a violation of the ICS Constitution or any policies of the Society.

The Society shall send to the member a statement of charges at least 15 days prior to the meeting at which the ICS Board of Directors is to consider the charges. The Society shall send the statement of charges by reliable U.S. courier with tracking, or mailed by certified mail return to the last recorded address of the member at least fifteen (15) days before final action is to be taken.

The statement of charges shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered, and the member shall have the opportunity to appear in person to present an informal statement to the Board.

The ICS Board of Directors may adopt additional procedures not in conflict with this section for termination or suspension of a membership for cause.

License Authority Discipline. If a member’s chiropractic physician license is suspended or revoked by the licensing authority of the State of Illinois, that person’s Society membership shall be designated as “Temporarily under suspension” until the disciplinary sentence has terminated.

Any member in default in the payment of any dues or assessments shall be terminated automatically. In special circumstances, such termination may be delayed by the Board of Directors.

Resignation. A member may, at any time, file a letter of resignation in writing to the Board, and such resignation shall become effective as of the date filed.

Section 1. Officers - Directors - Elections. The elective officers and director positions of the Society are the President, the First Vice-President, the Second Vice-President, the Secretary, and 5 Directors-at-Large. A Treasurer, who shall be recommended by the President and approved by the Board of Directors, shall serve as fiscal officer. No officers or other Board members shall receive any compensation for service; however, Society Officers and members of the Board of Directors shall have their expenses paid by the Society while attending to any business in the interest of the Society, approved by the Board.

The voting positions of the Board consist of the elective officers (the President, the First Vice President, the Second Vice-President, the Secretary), the Treasurer, the 5 Directors-at-Large, and the Immediate Past President of the Society.

The Nominating Committee shall make every effort to ensure the Board is comprised of at least one voting member from each region of the State of Illinois, as defined in Article VII of this Constitution.

The president is the presiding officer of the Board (except when the vote is by ballot) exercises his/her voting right only when the vote would affect the outcome, in which case he/she may either vote and thereby change the results or he/she may abstain. Any American Chiropractic Association delegate who is a member of this Society is a nonvoting advisor to the Board. Other nonvoting advisors may, from time to time, be designated by the Board.

Each Board member has the privilege of one vote, and no proxy votes are allowed. No person may hold more than one elective office in the ICS at the same time. No officer, director, or other elected official of the I.C.S. shall be an administrator or full-time instructor of any chiropractic college.

A majority of the Board constitutes a quorum.

Section 1.5. Qualifications of Officers and Directors. Only general members in good standing and whose dues are current are eligible to hold office in the Society. In addition, to be eligible to serve on the Board as an elected Director-at-Large, a member must have been a Society member for the two (2) years preceding June 15 of the election year. To be eligible to serve as an elected Officer, a member must have served on the Board for the two (2) years preceding the election year.

Section 2. Terms of Officers and Directors. All officers (except the Treasurer) shall hold office for one year or until their successors are elected, commencing January 1st following the election, and ending December 31st. The Directors-at-Large shall be elected for terms of two years or until their successors are elected, beginning January 1st following their election. Election of Director-at-Large positions shall be staggered between even and odd-numbered years. The Treasurer shall serve at the discretion of the President.

Section 3. Elections. All elective officers and Directors-at-Large shall be elected by any form of ballot permitted by law, including mail, electronic, or other form.

Nominations are made by:

A nominating committee of 3 or more appointed by the President on or before June 15 of each year. A past President may serve as chairman of the nomination committee. In naming its slate of candidates, the Nominating Committee must consider and adhere to the regional composition requirements outlined above in Section 1 of this Constitution. Its slate of candidates will be filed with the Executive Director on or before July 15; and

Nominating petitions signed by not less than twenty (20) percent of the total Society membership eligible to vote, or 250 Society members eligible to vote, whichever is greater. Any nominating petitions shall be filed with the Executive Director not earlier than June 1 nor later than July 15. If July 15 falls on a non-business day of the Society or is a day when the United States mail is not delivered, then petitions received prior to the close of the next business day of the Society shall be accepted, except that no petitions postmarked after July 15 will be accepted regardless of when they are received. Only original petitions will be accepted for filing; facsimile or telefaxed petitions will not be deemed to meet the filing requirements of this section. The petitions shall be in substantially the following form:

NOMINATING PETITION

We, members of the Illinois Chiropractic Society eligible to vote, nominate (name of candidate) for (description of office of Board membership) for the term beginning January 1, ____.

_______________________________ (Signature)    _____________________________ (Address)

_____________________________________________________________________ (Printed Name)

Additional spaces as needed.

On or before August 15, the President shall appoint 3 persons as tellers to conduct the election, and the Executive Director shall cause ballots to be distributed to each voting member of the Society at the member’s email address appearing on the records of the Society. Ballots shall list the names of all candidates and contain one line for a write-in candidate for each position. No designation other than “D.C.” shall accompany candidates’ names.

Members shall appropriately cast their ballots for the candidate for whom they desire to vote and shall certify and return the ballot according to the instructions provided.

No ballot shall be counted unless it is received on or before September 15. If September 15 shall fall on a non-business day of the Society, or is a day when the United States mail is not delivered, then ballots received prior to the close of the next business day of the Society shall be counted except that no ballots postmarked after September 15 shall be counted regardless of when they are received. On or before September 20 the tellers shall count the vote and file a report with the Executive Director setting forth the names of all candidates voted for and a statement of the number of votes received by each. A plurality of the votes cast for any office of membership elects. When two or more candidates receive an equally high number of votes, the winner shall be determined by a lot under the supervision of the tellers. The Executive Director shall forthwith announce the results of the election.

Section 4. President - Duties. The President shall preside at all meetings of the Society and have general supervision over the interests of the Society. The President shall:

• Appoint all committees except as otherwise herein provided;
• Recommend a Treasurer to be approved by the Board of Directors;
• Decide all questions of law and order and appeals submitted to the President which shall stand unless reversed by vote of the Society;
• Be a member ex-officio of all committees;
• Sign such documents as the good of the Society demands; and
• Provide direction to the Executive Director in carrying out the policy decisions and actions of the Board.

Section 5. First Vice-President. The First Vice-President shall perform the duties of the President in the President’s absence or at the request of the President. The Vice-President’s responsibilities include budget, membership, constitution, and resolutions, and others as directed by the President.

Section 6. Second Vice-President. The Second Vice-President shall perform the duties of the President in the absence of the President and the First Vice-President and shall perform such duties as outlined by the President. The Second Vice-President’s responsibilities include conventions and professional education.

Section 7. Secretary. The Secretary is the recording and correspondence secretary. The Secretary shall:

• Keep a record of the minutes of all the proceedings of the Board and Society;
• Shall preserve in appropriate files all papers and documents pertaining to the Society;
• Prepare an annual report and other reports as often as the Board may require; and
• Provide an accurate membership roster for all members of the I.C.S. Board and update said roster as necessary.

The Secretary may arrange for a recording secretary, with the approval of the President and Board, to record the minutes of the Board meetings, regular and/or special meetings, or as may be required.

Section 8. Treasurer. The Treasurer is the officer in charge of the finances of the Society and the Board. The Treasurer shall:

• Oversee the accounting of all monies received and disbursements made. All monies or funds shall be deposited in one or more financial institutions approved by the Board. All orders drawn by the Treasurer shall be cosigned by the President or his/her designated officer or the Executive Director;
• Keep a separate account with each member and such other persons as may have financial dealings with the Society;
• Notify all members in writing of the levy of dues, assessments, and other charges and shall accept and receipt for them and shall deposit such monies in the approved bank or banks;
• Prepare an annual report and such other reports as the Board may require; and

The Society will procure insurance or bond to provide appropriate coverage for individuals responsible for finance-related decisions, including without limitation the handling and receipt of money, payment of bills, and bookkeeping.

Section 9. Board Powers and Duties. The Board of Directors, unless as limited by other provisions of this Constitution, has complete and full management and control of the business of this Society and may promulgate rules and regulations to govern its own proceedings. The Board may also adopt corporate policies, including but not limited to policies concerning corporate governance.

Section 10. Executive Committee. The Executive Committee is composed of the President, the First Vice-President, the Second Vice-President, the Secretary, the Treasurer, and the immediate Past President. This Committee is responsible for the completion of the duties of all elected offices. The Executive Committee may initiate recommendations for the betterment of the Society to the Board of Directors. It shall also be responsible for the execution of requests by the Board of Directors and conduct the normal business of the Board between meetings of the Board. The President of the Society shall act as Chairperson of the Committee. It shall have meetings as needed, or as called by the President or any three of its members.

Section 11. Resignation, Removal, and Vacancies of Officers and Directors.

A director or officer may resign by providing written notice thereof to the Board.

A director or officer may be removed when sufficient cause exists for such removal, including but not limited to those listed in this Section, subject to the requirements in this Section, procedures (if any) adopted by the ICS Board of Directors, and all applicable law and regulations including the Illinois Not-for-Profit Corporation Act.

Sufficient cause for such removal shall include, without limitation, a violation of the ICS Constitution or any policies, rules, or regulations of the Society.

The Society shall send to the board member a statement of charges at least 15 days prior to the meeting at which the ICS Board of Directors is to consider the charges. The Society shall send the statement of charges by reliable U.S. courier with tracking, or mailed by certified mail return to the last recorded address of the member at least fifteen (15) days before final action is to be taken.

The statement of charges shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person to present an informal statement to the Board.

The ICS Board of Directors may adopt additional procedures not in conflict with this section for removal of a director or officer for cause.

License Authority Discipline. The suspension or revocation of an officer’s or director’s chiropractic physician license by the licensing authority of the State of Illinois may form the basis of a complaint by the Society to remove the officer or director from office.

Failure to Comply with Corporate Policy. An officer’s or director’s failure to comply with a duly adopted corporate policy may form the basis of a complaint by the Society to remove the officer or director from office.

Society office vacancies are filled as follows:

• Vacancy in the office of the President shall be filled by the First Vice-President.
• Vacancy in the office of the First Vice-President shall be filled by the Second Vice-President.
• Vacancy in the office of the Second Vice-President, the Secretary, the Treasurer shall be filled by a member appointed by the Board on recommendation of the President.
• Vacancies in Director-at-Large positions will be filled by the Board on recommendation of the President.
• Vacancies on any committees will be filled by appointment of the President with approval of the Board.

Section 12. Contributions. The Board is authorized to accept voluntary contributions to support the general purposes of the Society or any particular activity of the Society.

Section 13. Auditing the Accounts. The Board may select a Certified Public Accountant to audit or report upon the financial status of the Society for the current fiscal year and make recommendations to the Board.

Section 14. Board Meetings, Votes. The Board of Directors shall meet in regular session at the call of the President or a majority of the members of the Board then in office. Special meetings of the Board of Directors may be called by the President or a majority of the members of the Board. Notice of regular and special meetings shall be given in accordance with applicable law. Notice may be given by electronic or facsimile transmission if not prohibited by law. Upon the approval of the President, one or more of the Board members may participate in a regular or special meeting by audio conference or similar communications methods by which all meeting participants are able to hear each other and fully participate in real-time discussions. Board motions require a majority vote of those present for approval. A secret ballot may be required by any Board member.

Section 15. Gavel Club (Past Presidents Committee). A committee comprising the current President and all living Past Presidents who are in good standing with the Society shall meet from time to time during the annual in-person meeting or as otherwise determined by the President and the Executive Director to discuss the activities of the Society. The committee may nominate candidates for emeritus status membership.

Section 1. Executive Director. The Society may employ an Executive Director to perform the usual duties of that position and others assigned by the President and the Board of Directors. The Executive Director shall be selected or reaffirmed, and the salary set by the Board of Directors in a written contract. The Executive Director shall have no right to vote, but is granted the privilege of taking part in Board and Committee meetings.

Section 2. Other Employees and Independent Contractors. Other employees and ongoing professional or technical services may be engaged as the Board of Directors authorizes.

The Society strives to promote broad geographical representation of the profession, as well as close cooperation among chiropractic physicians in the local counties, cities, and across various regions of the State. To implement these objectives, the Society divides the State of Illinois into four regions, defined for reference below:

Section 1. Regions.

• Chicago Region: Cook County.
• Northern Illinois Region: Jo Daviess, Stephenson, Winnebago, Boone, McHenry, Lake, Carroll, Ogle, Whiteside, Lee, DeKalb, Kane, DuPage, Henry, Bureau, Putnam, LaSalle, Grundy, Kendall, Will and Rock Island Counties.
• Central Illinois Region: Mercer, Henderson, Warren, Knox, Stark, Marshall, Livingston, Kankakee, Peoria, Woodford, Hancock, McDonough, Fulton, Tazewell, McLean, Ford, Iroquois, Adams, Brown, Schuyler, Mason, Cass, Menard, Logan, DeWitt, Piatt, Champaign, Vermilion, Pike, Scott, Morgan, Sangamon, Christian, Macon, Shelby, Moultrie, Douglas, Coles, Cumberland, Edgar and Clark Counties.
• Southern Illinois Region: Greene, Jersey, Macoupin, Montgomery, Madison, Bond, Effingham, Jasper, Crawford, St. Clair, Clinton, Marion, Clay, Fayette, Richland, Lawrence, Washington, Jefferson, Wayne, Edwards, Wabash, Monroe, Randolph, Perry, Franklin, Hamilton, White, Williamson, Saline, Jackson, Gallatin, Union, Johnson, Pope, Hardin, Massac, Alexander, Pulaski and Calhoun Counties.

Section 2. Region Placement. A Member’s Region is determined by:

• The Member’s primary place of practice; or
• The Member’s primary place of residence.

Committees and Task Forces shall be authorized by the Board. The President shall appoint the necessary members of each Committee and Task Force and designate its chairperson. The Board of Directors shall determine which Committee and Task Force appointments require approval of the full Board of Directors.

All Committees and Task Forces shall report activities, recommendations, and funding requests (if any) to the Board of Directors.

(Repealed)

Section 1. Regular Meetings. There will be one regular annual meeting of the Society, to be held at a time and location as set by the Executive Director with the approval of the Executive Committee. Notice shall be given in accordance with applicable law. The business of the regular annual meeting shall include, but not be limited to, the following items: approval of previous minutes, presentation of the treasurer’s report, presentation of new members, other appropriate reports, and other business that is critical to the purpose of the Society. All motions shall require a majority vote for approval with the exception of Amendments to the Constitution. A ballot or a standing vote may be requested.

Section 2. Special Meetings. Special meetings may be called by the President, by a majority of the members of the Board, or by the Secretary upon receipt by him/her of a written request signed by 100 general members of the Society. Notice of such special meetings shall be sent to all active general members at least 15 days before the meeting. The business transacted at a special meeting shall be confined to such matters as are mentioned in the call.

Section 3. Admission. Admission to Business meetings is open to all members in good standing. Any exception will be by vote of the majority of the members present.

Section 4. Voting Right. Only general members in good standing and whose dues are current may vote at any meeting or hold office in the Society.

Section 5. Quorum. Twenty (20) voting members constitutes a quorum at a meeting of the Society.

The Constitution may be amended upon the affirmative vote of 2/3 of the general members present at a regular meeting or at a special meeting called for that purpose. Amendments may be proposed by:

1. A majority vote of the Board of Directors; or
2. A proposed amendment signed by not less than twenty (20) percent of the total Society membership eligible to vote, or 250 Society members eligible to vote, whichever is greater, submitted to the Secretary who, in turn, will submit it to the Board of Directors.

The Secretary will make available to each general member a notice of each proposal, with any Board recommendation, at least 15 days before such a meeting.

Section 1. Fiscal Year. The fiscal year of the Society shall begin January 1 of each year and end on the following December 31.

Section 2. Annual Budget. (a) The Officers and Officers-Elect shall serve as a Budget Committee and, before the beginning of the fiscal year, shall draw up a budget for the coming fiscal year. The budget so drawn shall be approved by the Board prior to the fiscal year in which it takes effect. (b) The Treasurer shall maintain adequate controls over expenditures under the budget each year, so that the receipts and disbursements of the Society’s monies will be governed in accordance with generally accepted accounting procedures. (c) Under the budget, an effort should be made to allocate portions of the anticipated dues each year to a reserve fund for emergency purposes, with a goal of reaching and maintaining a fund principal equal to 20% (or such lesser amount as restricted by law) of the prior year’s gross budget. (d) The Board is authorized to review the operation of the budget and make such transfers between undedicated items as the best interests of the Society dictate.

Section 1. Indemnification. The Society will indemnify each director, officer, committee member or employee of the Society against any judgment entered or any other loss, claim, damage, costs or expenses incurred or suffered as a result of malfeasance or misfeasance while acting on behalf of the Society. Such indemnification, however, does not extend to judgments, losses, claims, damages, costs or expenses occasioned by willful and wanton negligence nor fraudulent conduct. The Society shall purchase and maintain liability insurance to cover its indemnification duty.

Section 2. Construction. The interpretation and implementation of this Constitution, where not explicitly clear, shall be governed by any applicable statutes, rules, regulations, other legal guidance, and any written policies or procedures promulgated by the Board of Directors.

The current edition of Robert’s Rules of Order governs all questions of order and regularity, where not in conflict with the Constitution, rules and regulations adopted by the Society, or applicable law.

Ethics is a system or philosophy of conduct and principles practiced by a person or group. (Webster)

The Chiropractic physician, as a member of this Society, should strive to establish and promote conduct and carry on such activities which are deemed necessary for the welfare of the members of this organization, the profession in general and the health and well-being of the people of Illinois. The Subcommittee on Ethics and Quality Assurance, as appointed by the President and approved by the Board, shall be responsible for the interpretation of the Code of Ethics of this Society, shall mediate disputes and complaints among members and shall maintain a close liaison between the Board, its legal staff and members on all matters pertaining to ethics, jurisprudence, and professional conduct.