Texas Chiropractic Association, Constitution and Bylaws
As amended at TCA Annual Meeting June 10, 2022

ARTICLE I – MEMBERSHIP

​Section 1 – Application

Application for membership in the association shall be as provided for by the TCA office.
Any doctor of chiropractic licensed in any of the fifty-one (51) jurisdictions of the United States may apply for membership.
The appropriate membership dues and any additional fees established by the policy manual shall accompany each application before membership may be accepted. The board of directors shall have the final decision on the acceptance of applications.

Section 2 – Membership

1. Regular Membership:

Regular membership shall afford all rights and privileges of association membership. After licensure, new licensees may be granted regular membership in the association at no charge until the start of the next fiscal year. A new licensee applying for membership in the fourth quarter of TCA’s fiscal year will receive up to 15 months at no charge, until the beginning of the next fiscal year.
New licensees may receive regular membership at 25 percent dues for the second fiscal year; 50 percent dues for the third year; and full dues thereafter.

2. Associate membership:

Associate members shall be entitled to participate in association affairs, and shall have voting privileges, except they shall not hold elective office. These members shall be entitled to privileges as outlined in the association’s policy manual.
Classification shall be as follows:

a.  Associate educator members are full-time, chiropractic college or university faculty members.
b.  Disabled associate members shall be regular members who, by reason of sickness or injury, are totally disabled for a period of three months or longer.
c.  Non-resident associate members are doctors of chiropractic who hold a valid state chiropractic license and reside in another state. These associate members shall be entitled to participate in all association affairs, except voting privileges and they shall not hold elective office.
d.  Retired members are members who are not currently practicing and have been TCA members for at least ten (10)    continuous years immediately prior to their retirement.

​3. Life members:

Shall be those doctors of chiropractic who have practiced fifty (50) years or more, and have been a member of the association at least ten (10) consecutive years immediately prior to their 50th year. This classification of membership shall be afforded at no charge to the member. These life members shall be afforded all rights and privileges of a regular member as outlined in the association’s policy manual.

​4. Student members:

Students shall be entitled to membership if they are enrolled in an accredited chiropractic college where graduates are eligible to be licensed to practice chiropractic in Texas. These student members shall be entitled to participate in all association affairs, except they shall not vote or hold elective office. These members shall be entitled to privileges as outlined in the association’s policy manual.

​5. Affiliate members:

May be any business entity or individual with a desire to support the principles, objectives, and activities of the association. These members shall be entitled to privileges as outlined in the association’s policy manual. They may not vote or hold elective office.

Section 3 – Good Standing

All members who have paid dues in the manner established in the policy manual shall be considered to be in good standing.

Section 4 – Districting

A Texas Chiropractic Association member in good standing is a member with full privileges in the geographic district to which they have been assigned by the TCA districting plan. The association at the annual meeting shall have the authority to change district boundaries.

Section 5 – Membership Roster

The roster of the Texas Chiropractic Association is considered private information for the use of the Texas Chiropractic Association.

Section 6 – Disciplinary Action

A member of the association whose license to practice chiropractic has been canceled as a result of disciplinary action shall be automatically dropped from membership in the association.

Section 7 – Member Discipline

Upon written notice of the Committee on Ethics and a hearing before the board of directors, a member may be disciplined.

ARTICLE II – Association Officers

Section 1 – Requirement

1. No member shall be entitled to hold office or to have voting privileges if their dues have not been paid for the fourth quarter with such payment having been received in the Austin office no later than January 31. No proxy vote shall be counted in any TCA election.
2. Elections for association executive officers shall be by ballot provided to eligible members as outlined in the policy manual.
3. Each eligible member shall have one vote to cast for each elective office on the ballot. To be elected, a nominee for elective office must receive a plurality vote of those ballots returned. Ballots will be tallied under the supervision of the TCA Parliamentarian and the results reported to the president and the board of directors. Newly elected association officers shall be formally recognized and installed during the annual convention.
4. The deadline for nominations to the elective offices of the TCA is January 31. In the event of a complete slate of uncontested races after the January 31 deadline for nominations, the association will not mail ballots to the membership. The membership will be notified of the outcome by announcement as directed by the board of directors.
5. A candidate for election as Executive Officer of the Texas Chiropractic Association must have served a full term as State Director, Association Committee Chair, District President, or Department Coordinator; and shall hold membership and be in good standing in this association for the five (5) years prior to nomination.
6. Voting on all matters within the TCA districts is limited to TCA members in good standing within that district.

Section 2 – Officer

The officers of the association shall be a president, vice president, and secretary/treasurer. The vice president shall succeed to the presidency of the association. The president, vice president, and secretary/treasurer shall be elected from the membership by ballot as prescribed, for a term of one year, or until their successors are elected and installed. The officers of the association shall constitute the executive committee of the association
and shall have coordinate authority to act for the association subject to ratification of the board. The president shall act as chairperson of the executive committee.

Section 3 – State Director

The board of directors shall consist of the president, vice president, secretary/treasurer, and the state directors. One state director will represent each geographical district of the TCA. State directors shall serve for a term of two years or until their successors are elected and installed. Elections for state directors shall be scheduled in the even-numbered districts in the even-numbered years, and those in the odd-numbered districts shall be elected in the odd-numbered years.

Section 4 – District Officer

Annual elections for district officers shall be held within the ninety (90) days prior to the opening of the annual meeting of the association. District members shall be notified by the district leadership of the election in writing thirty (30) days prior to elections. District officers assume their offices at the time of the first board of directors meeting following the annual meeting of the TCA.

Section 5 – Duties

These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the society.

Section 6 – Vacancies

Vacancies of association office shall be filled in a manner prescribed in the policy manual of the board of directors.

ARTICLE III – AUTHORITY

Section 1 – Governing Authority

The governing powers, business, and property of the association shall be exercised, conducted, and controlled by the board of directors. The board of directors shall consist of the president, vice president, secretary/ treasurer, the state directors and others as described in Article II and Article III.

Section 2 – Affiliation with National Chiropractic Organization

1. Nothing in these bylaws shall preclude the Texas Chiropractic Association from forming a formal relationship with one or more national chiropractic associations, for the purpose of advancing their mutual interests and those of the chiropractic profession.
2. The Texas Chiropractic Association and the national association shall establish an affiliation agreement, to be ratified by the Board of Directors, which will govern the relationship between the two organizations.
3. Each national association that applies for and receives affiliation status with the Texas Chiropractic Association shall have a single representative seated in the Board of Directors. Every national association representative must be a member in good standing of the Texas Chiropractic Association throughout his or her term.
4. The representative of the affiliated organization shall be elected or appointed according to the terms of the affiliation agreement noted in section 2 above, and shall be entitled to all voting privileges of other representatives in the board of directors.

Section 3 – Budget

The board of directors shall have the authority to establish and alter the association budget at any time to meet the needs of the association, except the expense budget shall never exceed the income budget.

Section 4 – Legal Staff

The board of directors may employ a legal staff to represent the association upon such basis as they may deem satisfactory.

Section 5 – Board Meetings

A board of director’s meeting shall be held the day before the annual meeting, on the last day of the annual meeting event, and at such other times as the board may deem necessary. The method of calling meetings shall be established in the policy manual of the board of directors.

ARTICLE IV – AUTHORITY

Section 1 – President

The president presides at the annual meeting, and meetings of the board of directors. The newly elected president shall preside at the board meetings held after the annual meeting. The president shall serve as an ex-officio member of all committees.

Section 2 – Notification of Business

The president shall inform the board of directors of the business to come before the board as directed in the policy manual of the board.

Section 3 – Vice President

The vice president shall serve as an ex-officio member of all committees and shall determine the objectives to be implemented during his/or her tenure as president.

Section 4 – Secretary/Treasurer

The secretary/treasurer shall serve as an ex-officio member of all committees and shall be responsible for the accuracy of all transactions at the annual meeting of the association and the board of directors meetings. The secretary/treasurer shall ensure that a copy of all minutes are furnished to the officers and directors.

ARTICLE V – ORGANIZATION

Section 1 – Departments

Committee activities shall be conducted within four departments, each overseen by a department coordinator.

Section 2 – Areas of Responsibility

Departments shall be 1) Department of Governmental Affairs, 2) Department of Internal Affairs, 3) Department of External Affairs, and 4) Department of Scientific Affairs.

Section 3 – Department Coordinator

Upon the ratification of the board of directors, a department coordinator shall be appointed to act as coordinator for each department. Department coordinators shall serve for a one-year term, or until their successors are duly appointed and ratified. A state director may not simultaneously serve as a department coordinator.
The duties and authority of the department coordinator shall be to facilitate communication and coordinate activities between committees within the department and between committees in other departments, the executive committee, and the board of directors.
Each department coordinator shall serve as a member of the president’s advisory council, under the direction of the president and the board of directors.
The duties and authority of the various committees shall be to function according to the guidelines set forth in the policy manual of the board of directors.

Section 4– Policy Manual

The policy manual guidelines of the TCA are an integral and functional part of the bylaws of the association. The policy manual of the board of directors may be amended by a majority vote of the entire board of directors.

Section 5 – Communications and Education

The TCA shall promote communications for the educational enlightenment of the membership. The editorial policy is subject to the approval of the president and the board of directors.

Section 6– Standing Committees

​Standing committees of the TCA are established by the policy manual of the board of directors. Committee members shall be appointed by the president and ratified by the board.
Each committee shall be appointed under the coordination of a department coordinator or the coordination of the board itself. The list of
committees in the policy manual shall be published to the TCA membership.

ARTICLE VI – ANNUAL MEETING

Section 1 – Time and Place

​The annual meeting of the association will be held in June or July. The executive committee and TCA office, with the approval of the board of directors, shall make arrangements for the annual meeting event.

Section 2 – Auxiliary

There is hereby an Auxiliary organization, which shall meet at the annual meeting. A place and time shall be provided for their meeting.

Section 3 – Gavel Club

​There is hereby created a Gavel Club to be composed of all past presidents of the Texas Chiropractic Association. The Gavel Club shall
meet at the annual meeting of the association. The Gavel Club and its members may be called upon from time to time by the Board for input.

ARTICLE VII – PARLIAMENTARY AUTHORITY

Robert’s Rules of Order Newly Revised (latest edition) shall be the association’s final authority on all questions of procedure and parliamentary law not covered by these bylaws.

ARTICLE VII – GENERAL MANAGEMENT

Section 1 – Offices

​The board of directors shall set up and provide for a permanent office of the Texas Chiropractic Association, to be maintained at Austin, Travis County, Texas, and to be known as the “Office of the Texas Chiropractic Association, Inc.”

Section 2 – Executive Director

​The executive director shall be selected and employed by the board of directors for such salary and expenses as the board may deem reasonable and proper.

Section 3 – Duties of the Executive Director

It shall be the duty of the executive director to follow the guidelines as set by the executive committee and the board of directors.

ARTICLE IX – INDEMNIFICATION

​The association shall indemnify any and all persons who may serve, or who have served at any time, as board of directors, executive officers, or staff of the association, and their respective heirs, administrators, successors, and assigns, against all liabilities (including, but not limited to the amounts of judgments, settlements, fines or penalties) and reasonable expenses necessarily incurred by any such persons in connection with the defense or settlement of any claim, action, suit, or proceeding in which they, or any one of them, are made a party or parties, or which may be asserted against them, or any of them, are made a party or parties, or which may be asserted against them, or any of them, by reason of being or having been a director and/or executive officer of the association.
Further, each director and/or executive officer shall not be liable to the association or its members for monetary damages for any act or omission in their capacity as director and/or executive officer, except that indemnification and exemption from liability as above referenced does not eliminate or limit the liability of a director and/or executive officer for:

1. A breach of their duty of loyalty to the corporation or its members;
2. An act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;
3. A transaction from which a director and/or executive officer received an improper benefit, whether or not the benefit resulted from an action taken within the scope of their office;
4. An act or omission for which the liability of a director and/or executive officer is expressly provided by statute.

ARTICLE X – DISSOLUTION

​Upon the dissolution of the association, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the association, dispose of all assets of the association exclusively for the purpose of the association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as an exemption organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the board of directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court in which the principal office of the association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XI – AMENDMENTS

​This constitution may be amended by a 2/3 vote of the registered members present and voting at the annual meeting of the Texas Chiropractic Association.
A registered member is any Texas Chiropractic Association member in good standing, of a class eligible to vote, who registers as voting at the annual meeting.

As amended at TCA Annual Meeting June 10, 2022