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MCA ByLaws Revised October 2018

Maine Chiropractic Association
Constitution and By-Laws

Article 1 – Organization

Section 1 - Title

The name of the organization shall be “Maine Chiropractic Association, Inc.” hereafter referred to as the MCA or Association.

Section 2 – Purpose

1. The object of the MCA shall be to promote the science, philosophy and art of chiropractic and to maintain chiropractic as a separate and distinct healing arts profession.
2. To serve as a representative membership organization for the State of Maine.

Section 3 - Seal and Emblem

The seal for the corporation contains the words “Maine Chiropractic Association, Incorporated” in a circular form. An official emblem adopted by the MCA is for the use of members only. The imprinting seal shall be entrusted to the secretary of the Association.

Article 2 - Membership

Section 1 - Application for Membership

Application should be made to the secretary of the Association by the completion of a form provided by the Association and accompanied by six months of appropriate dues. The six months of dues are applied to membership fees effective upon the following convention.

A member desiring a change in class of membership shall apply for such change by letter to the secretary. Such letter shall include an explanation of the justification for such change.

Section 2 - Acceptance for Membership

The application for membership along with the signed acceptance form for the MCA By-laws, Code of Ethics and MCA Standards of Care will be brought before the Board of Directors.

Acceptance for membership shall be granted upon a majority affirmative vote of the Board of Directors present. Upon acceptance by the Board of Directors, the applicant immediately becomes a probationary member in good standing in the MCA to be ratified into full membership by a majority vote of the membership present at the next business meeting.

The president and secretary shall provide a proper certificate of membership to all new members of the Association in good standing. Upon acceptance into the MCA, new members will assume the MCA oath and acknowledge acceptance of the MCA Code of Ethics, MCA By-laws, and MCA Standards of Care at the next business meeting or personally come before the Board of Directors. New members have until the next business meeting to complete membership requirements.

Questions regarding the appropriate class of membership for any individual shall be resolved by the Board of Directors.

Section 3 - Active Membership

Doctors of Chiropractic licensed to practice in the State of Maine who, by their election into the MCA and payment of appropriate dues, shall have all the privileges and services available to them through the MCA. All active members in good standing have the right to participate fully in all affairs of the Association.

Section 4 – Adjunct Membership

Adjunct membership may be granted to Doctors of Chiropractic who are one of the following:
1. Licensed in the State of Maine, but reside and legally practice in another state, or
2. Licensed in another state, reside and practice in another state.

Adjunct members have all privileges of MCA members, except that they shall not be eligible to vote or hold elective office in the MCA.

Section 5 - Honorary Membership

The privileges and rights of honorary members are granted as a courtesy of the Association to a person who has rendered special or meritorious service in the interest of Chiropractic. This member shall not be subject to dues or assessments nor be eligible to hold office or vote. A doctor of Chiropractic or any person who the MCA desires to honor may be made an honorary member of the MCA by a 3/4 affirmative vote of the membership of the association. Honorary members may attend meetings of the Association only upon invitation of the presiding officer, who may be over-ruled in this matter by a 2/3 vote of members present.

Section 6 - Lifetime Membership

Lifetime members hold all the privileges and honors of full membership. Lifetime membership is voted on by the Board of Directors. To be eligible, a MCA member must have held consecutive membership for at least twenty years in good standing and be 65 years or older. A lifetime member may not hold an elected office, shall not be required to pay dues, but shall be allowed to vote at the membership meeting. Lifetime Memberships may be awarded at the discretion of the Board of Directors.

Section 7 - Student Membership

Student membership is granted to those individuals enrolled in a Chiropractic College and who have not yet graduated. Student members have all the privileges of MCA members, receive MCA mailings, may attend all meetings of the MCA, but shall not be eligible to have a voice or to vote or hold elective office in the MCA.

Section 8 - Members Oath

When a candidate has been elected to membership, that doctor shall take the following oath:
• “I _________________________ do hereby promise to uphold the dignity and honor of the chiropractic profession, to run an ethical practice and faithfully obey the provisions, by-laws, standards of care and code of ethics of the MCA.”

Section 9 - Suspension and Expulsion

The MCA Board of Directors reserves the right to suspend or expel a member for any of the following reasons by two-thirds (2/3) majority vote:

1. Being more than 60 (sixty) days in arrears in any dues or assessments, as provided by Article 3 of the by-laws.

2. Conduct which is contrary or prejudicial to the best interest of the MCA, or the Board of Directors, or its members assembled in the meeting.

If a member becomes sixty days in arrears, the Treasurer and/or Executive Director shall send a notice by certified mail, stating that failure to pay the dues immediately may result in immediate suspension from the MCA. If the delinquent member does not pay the dues within ten days of the certified letter, the Treasurer will notify the Board of Directors.

A member who had previous good standing, but was suspended or expelled due to non-payment of dues, may be re-instated as a member of good standing at the time with the submission of a $50 reinstatement fee and full payment of the current dues on a pro-rated basis.

Any member who feels the Directors’ actions have been unfair has the right to appeal to the general membership at the next regular meeting. The Board of Directors in the event of such an appeal may be sustained or reversed by a two-thirds (2/3) vote of the members present at the meeting.

In order to appeal an expulsion or suspension, the doctor in question must submit a written request to the President of MCA within ten (10) days following notification of the decision of the Board of Directors. Upon receipt of such request, the President shall place the matter on the agenda of the next general membership meeting.

Section 10 – Peer Review

The peer review committee will be established to serve as a committee of the MCA for its membership. The function of this committee will be to uphold the code of ethics, by-laws and standards of care of the MCA and to serve as an intermediary for addressing questions or for the resolutions of conflicts.

The peer review committee will be available to all members in good standing and to outside agencies that have inquiries of the MCA regarding its members. The peer review committee will operate under the guidelines that are accepted in the MCA Code of Ethics. Members of the MCA will have option to pursue resolution through the peer review committee and will adhere to the resolutions proposed by the committee. The MCA will give the peer review committee jurisdiction to address items brought before the committee.

The Peer review committee will work within the established by-laws of the MCA and the MCA Code of Ethics and Standards of Care and may interact with the Board of Chiropractic Examiners as needed.

This committee shall consist of 3-5 members and be formed on an ad hoc basis by the current Association president whenever a complaint should arise.

Article 3 - Revenue

Section 1 - Dues

An active member shall pay base membership dues in the sum to be determined from time to time by the membership. Half of the dues shall be paid on or before April 1 and the other half on or before September 1. Members will be allowed the option of having their dues paid on a quarterly basis or monthly basis via automatic charge to their credit card.

For new applicants to the Association, six months of appropriate dues for membership level are due at application for membership. Should the application for membership be rejected, then the monies shall be returned to the applicant.

Section 2 - Discount on Dues

After a new member has been accepted into the MCA, starting with next billing cycle, their dues shall be the following percentages of the active base dues:
• 15% for the first year of licensure
• 30% for the second year of licensure
• 45% for the third year of licensure
• 60% for the fourth year of licensure
• 100% for the fifth year of licensure and following years of licensure

If an applicant has been in practice for five or more years, regardless of their past membership status with the MCA, he or she shall be billed at 100%.

If a legally married couple practice at the same address, one doctor shall pay the full assessment and the spouse shall pay half of the regular membership dues. This dues arrangement does not apply if either doctor is eligible for a rate reduction based upon active years of practice.

A member doctor may qualify for a reduction in dues as an Associate Doctor of Chiropractic if all of the following conditions are met:
1. They are the direct employee of a current member in good standing of the MCA;
2. They have no ownership stake in any chiropractic office;
3. They are not the spouse of a current Association member;
4. They have been in practice three years or longer.
5. They must not qualify for any other discount on dues

The discounted amount shall be determined by the Board of Directors and shall be applied to all members equally that fulfill the above requirements, but is not to exceed 50%. Falsification of any of the above requirements shall result in the full amount of discounted dues being reversed and billed to the member claiming the “Associate” discount, and the member will be referred to the Board of Directors for possible revocation of their MCA membership.

Section 3 - Other Dues

Enhanced levels of active membership and their dues and benefits may be determined from time to time by the Board of Directors:

1. Levels of Active Membership
• Base Membership 100% of dues.
• Silver Membership 150% of base dues.
• Gold Membership 175% of base dues.
• Platinum Membership 200% of base dues.
2. Spouse/Associate Membership
• Spouses/Associate members pay ½ of base dues, but may also pay ½ of the enhanced levels.
3. Student Membership
• Students enrolled fulltime in a CCE accredited Chiropractic Program are exempt from dues.
4. Faculty (non-practicing) Membership
• Fulltime faculty at a CCE accredited Chiropractic Program pay 25% of base dues.

Adjunct members’ dues shall be half of the active members’ dues. If an adjunct member from out of state begins to practice in the State of Maine, or resides in Maine and resumes seeing patients, the balance of the dues will be assessed at the general membership rate.

Lifetime and honorary members shall not be subject to dues.

Section 4 - Special Assessments

Special assessments may be called for by the Board of Directors or the general membership, in the event of a financial emergency.

Section 5 - Education Programs

The Association may conduct educational programs with the arrangements, fees, and all details of such programs to be approved by the Board of Directors.

Section 6 - Audit

Audit: There shall be an audit of all the financial records of the MCA by an accountant or auditor at the minimum of every two years. The results of the audit shall be reported to the next general meeting of the MCA.

Article 4 – Members of the MCA Board of Directors

Section 1 - Elected Board

Elected officers shall be:
• President
• First vice-president
• Second vice-president
• Recording secretary
• Corresponding Secretary
• Treasurer
• 1 Director-at-large per 30 members of the MCA membership

These members of the Board of Directors have charge of the affairs of the Association. All members shall serve without compensation, except as otherwise noted in the bylaws of the MCA. The Directors-at-large shall be elected to fill the office for up to three separate three year terms not to exceed nine consecutive years holding their office. The terms of President, 1st Vice-President, and 2nd Vice-President shall be a period of three (3) one year terms not to exceed three years consecutively. The Treasurer, Recording Secretary, and Corresponding Secretary may serve an unlimited number of one (1) year terms. All members of the MCA Board of Directors must be a current member in good standing for a minimum of three (3) years prior to being elected to an office.

Section 2 - Nominating Committee

A nominating committee shall be appointed by the current president and be composed of two past presidents and one member of the MCA to prepare a slate of nominations for elected officers for the upcoming year. The nominating committee shall make its report to the membership and Board of Directors in writing one month prior to the spring meeting of the MCA. Additional nominations may be made from the floor.

Section 3 - Elections

Officers and Board Members shall be elected during the spring meeting of the MCA. Voting shall be by ballot, voice, or show of hands of the members present at the meeting and a majority vote shall constitute election to the office. No member may hold more than one office at a time. The voting method shall be determined by the current President. A secret ballot shall be used if requested by a majority of the members present.

1. Directors-at-large in the MCA shall be elected to three (3) separate three year terms, thereby succeeding themselves twice for a maximum term not to exceed nine (9) years consecutively. Officers in the MCA shall be elected to a one-year term and may succeed themselves only twice, with the exception of the two secretarial and the treasurer positions.

2. In the event of the president leaving office prior to the end of his/her term, the first vice-president shall immediately assume the office of president.

3. Positions vacated by other officers may be filled by the appointment of the president, subject to approval by the Board of Directors. This appointment shall be temporary until the next general MCA membership meeting, at which time the general membership my elect someone to fill the rest of the term.

Section 4 - Duties

The duties of the elected officers shall be as follows:

1. President: The president shall be the executive officer of this association, shall preside at all sessions and appoint all committees, except by the by-laws otherwise provided. He/she shall be the chairman of the Board of Directors and sign all certificates of membership and administer all oaths other than his own office.
2. First Vice-President: It shall be the duty of the first vice-president, in case of absence of the president, to preside in his/her place and assist the president in the performance of his/he duties, as well as to coordinate the activities of the committees of the Association.
3. Second Vice-President: It shall be the duty of the second vice-president to be the Board of Directors‘ direct liaison to all active committees of the MCA and, in the case of absence of the president and vice-president, to preside in their place and assist them in the performance of their duties.
4. Treasurer: It shall be the duty of the treasurer to collect all monies due to the MCA for dues and assessments, keeping an accurate record and receipts for deposits and the financial accounting of his/her actions on behalf of the MCA. He/she shall pay all bills as directed and shall bill membership for dues in an appropriate manner. The treasurer shall make a financial report at the annual and semi-annual meetings or when requested by the president or the Board of Directors of the MCA to do so. The Treasurer has the authority to delegate these duties to the Executive Director and/or support staff with prior Board of Directors approval.
5. Recording Secretary: The recording secretary shall keep a complete and accurate record of all the proceedings of the MCA and the Board of Directors. All such records shall be subject to inspection by any member of the MCA in good standing, upon reasonable notice. He/she shall supply the Board of Directors with a copy of the Minutes of each board Meeting within 30 days after the meeting. He/she shall have charge of the Seal and official papers. The recording secretary shall assist the corresponding secretary as needed. In the case of absence of the corresponding secretary, the recording secretary shall also perform the duties of corresponding secretary. The Recording Secretary has the authority to delegate these duties to the Executive Director and/or support staff with prior Board of Directors approval.
6. Corresponding Secretary: The corresponding secretary shall be responsible for the drafting and mailing of any and all letters to the membership or to individual members on behalf Of the Association or the Board of Directors. The corresponding secretary shall be responsible for the maintenance of the Association’s membership list and for distribution of updated membership lists to the membership at each semi-annual meeting of the MCA. The corresponding secretary shall assist the recording secretary as needed. In the case of absence of the recording secretary, the corresponding secretary shall also perform the duties of recording secretary. The Corresponding Secretary has the authority to delegate these duties to the Executive Director and/or support staff with prior Board of Directors approval.
7. Board of Directors: The Board of Directors shall have full power during the interim of the association meetings, except as otherwise provided in the by-laws.
a. A majority of the board shall constitute a quorum for the transaction of business.
b. A director or officer may be allowed to utilize electronic means to attend a meeting they cannot physically attend so long as the Board accepts the circumstances as preventing their physical attendance. The Director or Officer attending via electronic or telephone means must be verified before being allowed to vote by voice.
c. Board Meetings may be held by electronic means at the discretion of the presiding officer or Executive Director. In such a circumstance, all members must be able to hear each other to allow for proper discourse as well as being verified prior to voting by voice.
d. Any action taken by the Board of Directors may be over-ruled by a two-thirds (2/3) majority vote of the members present at any subsequent meeting of the Association. The secretary shall keep the general membership informed prior to the semi-annual meetings concerning the actions of the Board. The president may call a special meeting of the Board of Directors at any time when, in his/her judgment, such meetings will be for the best interest of the Association. Notices of special meetings shall be given in writing by the president to the membership and each member of the Board, at least seven days prior to the meeting.
e. The past president shall serve as an ex-officer member of the Board of Directors. Any member in good standing in the MCA shall be entitled to hear and sit in on meetings of the Board of Directors. They shall have the right to participate, but have no vote.

Section 5 – Sergeant at Arms

The President shall have the power to appoint a Sergeant at Arms whose duty if to preserve law and order, to check credentials and enforce the provisions of the constitution and by-laws.

The Sergeant at Arms shall admit to closed sessions only members in good standing and others properly authorized. When in doubt whether an individual should be admitted to a session, the Sergeant at Arms shall refuse admission until authorized by the president or the presiding officer.

Section 6 – Executive Director

The executive director shall be appointed by the Board of Directors. The duties of the executive director shall be to help conduct and facilitate the business of the association and to serve as a legislative liaison of the Association. The executive director shall be required to report to the Association on any and all activities concerning Chiropractic in the State of Maine.

The Executive Director’s duties shall be dictated by contract and currently approved job descriptions and expectations by the board.

Section 7 – Peer Review Committee

Appointments to the Peer Review Committee will be done by the President of the MCA and must be voted on and approved by the majority of the MCA Board of Directors. This committee shall consist of 3-5 members and be formed on an ad hoc basis by the current Association president whenever a complaint should arise.

Section 8 – Lobbyist

The lobbyist shall be appointed by the Board of Directors. The duty of the lobbyist shall be to serve as a legislative liaison of the Association. He/she shall be an independent contractor of the MCA. The Lobbyist’s duties shall be dictated by contract and currently approved job descriptions and expectations by the board.

Section 9 – Board of Directors Meeting Attendance

All members of the Board of Directors of the Association are required to attend the regularly scheduled Board of Directors meetings. In addition, the Board members are required to attend the semi-annual Association business meetings. All members of the Board of Directors (Officers and Directors) are allotted three (3) excused absences and one (1) unexcused absence from these meetings annually. Should a member of the Board of Directors exceed these limits in a calendar year they shall be subject to a probationary period wherein the Board of Directors may, at their discretion and upon a majority affirmative vote, terminate their term and their seat will become vacated for nomination at the next semi-annual meeting of the Association.

Article 5 – Convention

Section 1 – Association Meetings

The annual meeting of the MCA shall be held in the spring and the semi-annual meeting held in the fall, at such time and place as may be determined by the Board of Directors or by vote of the members of the association.

A special meeting may be called by a two-thirds (2/3) vote of the Board of Directors or by written request of one-third (1/3) of the membership. Such requests should be sent to the secretary.

Section 2 - Agenda

An agenda shall be prepared by the president and mailed (made available) to the members of the MCA along with the notice and date of the meeting. Meetings shall be for the purpose stated in the agenda, which should include an order of business. Action shall not be taken upon any items not included in the agenda except by suspension of the rules (requiring a two-thirds (2/3) vote of membership present).

Section 3 – Order of Business

The following order of business is recommended to the President for the annual and semi-annual meetings:

1. Call to order
2. Invocation
3. Role call of officers and directors
4. Installation of new members
5. Distribution of minutes of last regular or special meeting
6. Treasury report
7. Report from nation-wide association delegates
8. Committee chairman reports
9. Items recommended for action
10. Introduction of solutions and or communications
11. Unfinished business
12. New business
13. Miscellaneous business
14. Nomination of officers
15. Election of officers
16. Announcements
17. Adjournment

Section 4 - Voting

In all voting matters not relating to elections, the president may call for a voice vote or rising vote. A secret ballot shall be used if requested by a majority of the members present.

Section 5 - Quorum

The presiding officer shall have the authority to determine if enough members are present to constitute a quorum at the semi-annual business meetings, but a quorum cannot be declared if less than 20% of the membership is present. The Presiding officer shall open the meeting with a declaration that a quorum is present unless there are objections from the floor. Any objections would then be open to general discussion, followed by a vote of members present to determine if a quorum can be called. An affirmative vote of 2/3 of the members present is required to overrule the presiding officer’s quorum declaration.

Should a quorum not be achieved, business shall continue on an emergency basis. All decisions on voting matters shall be enacted and carried out until ratification or denial at the next semiannual business meeting in which a quorum exists.

A simple majority of the members of the board shall constitute a quorum for a Board of Directors meeting.

Section 6 - Rules of Order

Either the Association itself or the Board of Directors may by two-thirds (2/3) vote call the respective bodies into executive session. Only those members who have the right to vote may attend an executive session. Any action taken in executive session must be reported in open session immediately following the executive session.

Robert’s Rules of Order shall govern all questions of order and regularity, where it does not conflict with the constitution or by-laws in any other rules and regulations of the Association.

Article 6 - Amendments

Any or all of these by-laws may be amended by presenting the proposed amendments in writing to the secretary, who shall mail a copy of said proposal amendments to each member at least fourteen (14) days prior to the day of the meeting, at which time a vote shall be taken. A two-thirds (2/3) vote majority of voting members present shall be necessary to amend the by-laws.