BY-LAWS OF

THE ACADEMY OF UPPER CERVICAL CHIROPRACTIC ORGANIZATIONS,

INCORPORATED UNDER THE STATE OF GEORGIA

    1. The name of this organization shall be The Academy of Upper Cervical Chiropractic Organizations, Inc.
    2. The organization shall have a seal.
    3. The organization may at its pleasure by a vote of the membership body change its name.

ARTICLE TWO - PURPOSES

The following are the purposes for which this organization has been established:

To form a voluntary organization of persons dedicated to the advancement of specific upper cervical chiropractic and for the free exchange of ideas and information, and the dissemination of that information to the public, and to engage in any lawful act or activity for which corporations may be organized under the Georgia Non-Profit Corporation Code.

Specifically, the mission of the Academy of Upper Cervical Chiropractic Organizations, Inc. is to maintain a coalition of chiropractors and chiropractic organizations who recognize, define, and qualify the atlas subluxation complex as an entity. The Academy shall foster and promote knowledge of the atlas subluxation through exchange and dissemination to perpetuate, advance, and preserve the science of the upper cervical adjustment.

Membership in this organization shall be open to all who share in the expressed purposes of the organization and indicate willingness to pay the required dues and participate in the activities of the group.

Membership shall be divided into three categories:

1) Regular Membership allowing for full membership privileges and voting;
2) Student Membership allowing for students and Doctors of Chiropractic that have graduated within 2 years or less full membership privileges and voting;
3) Member-At-Large allowing for access to privileges and non-voting.

The annual membership meeting of this organization shall be held in the fall of each year. The secretary shall cause to be mailed to every member in good standing at his or her address as it appears in the membership roll book of this organization a notice telling the time and place of such annual meeting.

Regular meetings of this organization shall be held at least twice a year, and on such date as shall be set by the Board of Directors.

The presence of not less than 5% of total members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not more than one week from the date scheduled by these by-laws and the secretary shall cause a notice of the scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

Quorum for board meeting voting shall consist of four members plus the chairman. Proxy vote is allowed only on issues of which the Board has prepared ahead and members for which proxy represent are aware of motion on floor.

Special meetings of this organization may be called by the president when deemed necessary for the best interest of the organization. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least seven but not more than 14 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

Al the request of three members of the Board of Directors or ten members of the organization the president shall cause a special meeting to be called but such request must be made in writing at least 30 days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the consent of all present at such meeting.

At all meetings, except for the election of officers and directors, all votes shall be viva voce, except that for election of officers ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot.

At any regular or special meeting if a majority so required any question may be voted upon in the manner and style provided for election of officers and directors.

At all votes by ballot the chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as "Inspectors of the Election" and who shall at the conclusion of such balloting certify in writing to the chairperson the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

Roll call.

Reading of the minutes of the preceding meeting.

Reports of committees

Reports of officers

Old and unfinished business

New business

Good and welfare
Adjournment

The Board of Directors consists of 10 members. The board membership shall consist of 2 representatives from each of the following organizations.

1) Atlas Orthogonality

2) National Upper Cervical Chiropractic Association

3) Society of Orthospinology

The other 2 members, the Chairman of the Board and Honorary Board member, are elected by the Board.

Officers of the Board shall consist of Chairman and Secretary/Treasurer.

The term of office will consist of one two-year term and one three-year term from each of the four organizations for the initial election to establish staggered terms and henceforth two-year terms for all.

Vacancies shall be filled by the Chairman of the Board with a representative from the organization which the vacancy represented.

The Board of Directors is authorized to control operations of the Academy between membership meetings.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

The president of the organization by virtue of the office shall be chairperson of the Board of Directors. The Board of Directors shall select from one of their number a secretary.

The officers of the organization shall be as follows: President, Secretary/Treasurer, and Board of Directors.

The president shall preside at all membership meetings, present at each annual meeting of the organization an annual report of the work of the organization, appoint all committees, temporary or permanent, see that all books, reports and certificates as required by law are property kept or filed, be one of the officers who may sign the checks or drafts of the organization, and have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Secretary/Treasurer shall in the event of the absence or inability of the president to exercise his or her office become acting president of the organization with all the rights, privileges and powers as if he or she had been the duly elected president.

The Secretary/Treasurer shall keep the minutes and records of the organization in appropriate books, file any certificate required by any statute, federal or state, give and serve all notices to members of the organization, be the official custodian of the records and seal of the organization, be one of the officers required to sign the checks and drafts of the organization, present to the membership at any meetings any communication addressed to the secretary of the organization, submit to the Board of Directors any communications which shall be addressed to the secretary of the organization, attend to correspondence of the organization and exercise all duties incident to the office of secretary.

The Secretary/Treasurer shall have the care and custody of all moneys belonging to the organization, be solely responsible for such moneys or securities of the organization. No special fund may be set aside that shall make it unnecessary for the Secretary/Treasurer to sign the checks issued upon it.

The Secretary/Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of Secretary/Treasurer.

Officers shall by virtue of their office be members of the Board of Directors.

No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization.

All committees of this organization shall be appointed by the President and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board.

The organization. shall provide for its membership a written publication bi-annually updating Academy business, events, and pertinent information.

The organization shall keep active E-Mail and Internet activity for the chiropractic profession and the public.

The dues of this organization shall be $100.00 for Regular Member; $25.00 for Student Member; and $25.00 for Member-At-Large per annum and shall be payable on the 15th of October.

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 50% of voting members at any annual membership meeting.