NBCE Bylaws: Directors vs. Delegates

At last year's Annual Meeting of the National Board of Chiropractic Examiners, the State Delegates expressed a strong desire to have more input into the policies of the NBCE. The NBCE Chairman then took the podium and asked that the Bylaws Committee be given "a chance to submit meaningful changes."

Recently, you received the Bylaws Revision from the NBCE which contained 217 changes. Unfortunately, almost all the changes are grammatical in nature and do not address the concerns expressed by the state licensing board representatives at last year's meeting.

But of greater concern and cause for apprehension, is that when presented with an opportunity to expand state board involvement, the NBCE went the exact opposite direction by crafting a document which intentionally attempts to strip State Delegates of most powers.

The following provisions in the NBCE Revision are a bold effort by the Board to tighten its reins of control and in the process remove the last vestiges of authority from state licensing board representatives.

The NBCE is now referring to the State Delegates as only "an advisory group." (March 8, 2000 cover letter, page 2)

Instead of giving express authority for the State Delegates to amend the Bylaws, the NBCE Revision expressly prohibits State Delegates from considering anything other than what the Board of Directors submits to them. (Article II, Section 4.)

The NBCE Revision would strip State Delegates of "duties defined by law" even though it's evident the authors of the NBCE Bylaws intended State Delegates to have those duties. (Article II, Section 2.)

The NBCE Revision will severely limit who can be appointed as Federation Directors. (Article IV, Section 4.)

The Board of Directors could decide to hold the NBCE Annual Meeting at a different time and place than the FCLB Annual Meeting. (Article III, Section 1.)

The proposal for NBCE committees completely omits State Delegate participation. (Article VI)

It is very disturbing that the NBCE Bylaws Revision was formulated and approved by the Board without State Delegates having any opportunity to comment or offer changes. Even more concerning, the NBCE has stated that the Bylaws Revision will be submitted for approval as a "take it or leave it" offer with no opportunity for the State Delegates to offer changes from the floor. The Board went even further by saying any suggested changes would not be considered until the 2001 Annual Meeting.

One thing needs to be made perfectly clear. The NBCE is incorrect in its opinion that their Bylaws Revision cannot be amended. There is clear authority for State Delegates to make amendments to the Revision and this explicit authority will be furnished to you prior to the Annual Meeting.

Since State Delegates will be able to freely alter the document submitted by the NBCE, we have enclosed 8 proposed amendments that we believe address the concerns of the state licensing board representatives and will signal the profession that the State Delegates are working to solve the problems at NBCE. To meet notice requirements and insure that these important issues come before the meeting, a slightly different format of the amendments has been mailed to each member of the Board of Directors.

Please understand that the enclosed proposals are only a "starting point" with each of them being fully amendable by the State Delegates. Since each proposal can be discussed and modified as the assembly chooses, you are encouraged to offer suggested changes.

To truly strengthen the NBCE, the organization will hopefully allow a critical discussion of the issues so a democratic process can reach a successful consensus. The end result will hopefully be a document we can all support and stand behind. As representatives of state agencies that endorse the National Board of Chiropractic Examiners, we hope you will review the enclosed amendments and bring your ideas to the meeting for discussion and consideration. Should you have questions or comments, please contact either one of us.

Sincerely,

James D. Edwards, D.C.
Kansas NBCE State Delegate

Vernon R. Temple, D.C.
Vermont NBCE State Delegate

PS: Don't forget that the deadline for your licensing board to designate its State Delegate to the NBCE Annual Meeting is this coming Wednesday, April 5, 2000.

March 8, 2000

As you may be aware, for the past year, the Bylaws Committee of the national Board of Chiropractic Examiners ("NBCE") ahs been reviewing the NBCE's current Bylaws. This Committee is made up of the District Directors, with Dr. Frank G. Hideg, District II Director, serving as Chair with concurrence of the Committee.

NBCE President Paul M. Tullio, DC, appointed the Committee after the April 1999 Annual Meeting in response to a request by the state delegates, at the Annual Meeting for a Bylaws review.

Consistent with that request, the Committee was charged to undertake a complete review of the current Bylaws and to report back to the delegates at the next Annual Meeting with results of their review and any proposed Bylaws amendments.

The Committee has conducted a thorough review of the NBCE's Articles of Incorporation, the applicable provisions of the Texas Non-Profit Corporation Act under which the NBCE is organized, as well as the Bylaws. The Committee was assisted in its review by legal counsel, which specializes in not-for-profit organization governance law.

It was the unanimous opinion of both the Committee and the Board that the Bylaws require a comprehensive revision. In many respects, the changes are in the grammar, punctuation and terminology to bring the Bylaws up to date and make them uniform and consistent. In addition, the Committee addressed those issues raised at the 1999 Annual Meeting, as well as many other substantive issues, and made appropriate changes, additions and deletions. The more important issues are discussed below.

As an initial matter, the Committee reviewed the Texas Non-Profit Corporation Act and the Articles of Incorporation to confirm the relative powers and duties of the Board and delegates, and to ensure that the Bylaws conform to the Texas Act. Under that law and the Articles of Incorporation, the NBCE is not a "membership" organization, and the state delegates are not "members" of the NBCE with enumerated powers conferred by law. Strictly speaking, the delegates are an advisory group.

However, the Committee recommended, and the Board unanimously concurs, that to promote diversification of representation on the Board, the delegates should continue to elect five District Directors representing the five geographic areas. At the same time, the Committee concluded that it remains beneficial to the NBCE and the chiropractic community for the Board to appoint four directors at large and the Federation of Chiropractic Licensing Boards to appoint two directors. The presence of such appointed directors provides much needed continuity and expertise on the Board.

On the other hand, the Committee was mindful of the concern expressed in some quarters that the Bylaws ensure the opportunity for new faces and ideas on the Board. To this end, the Committee proposed and the Board approved the introduction of term limits for at-large directors (nine years of consecutive service) and a reduction in the number of one-year terms an individual may hold any one officer position (from six to four).

The Board also confirmed that, under applicable law, the responsibility and authority for promulgating Bylaws changes rests with the Board. But the Board continues to believe that the Bylaws should allow for ratification by the delegates of Bylaws changes proposed by the Board. In this manner, the Board and the state delegates must both agree before any changes can be passed. Moreover, the proposed revised Bylaws call for establishment of a standing Bylaws Committee consisting of the five District Directors which will be charged to review the Bylaws annually. Delegates are invited to propose future Bylaws changes through their District Director or the Bylaws Committee. The amendments would also require 45 days notice to state delegates of any Bylaws changes to be proposed by the Board in the future.

Under the current Bylaws, delegates have the authority to ratify the Bylaws changes as they are presented by the Board. The delegates may ratify the revised Bylaws as a whole or section-by-section. Specific amendments to the proposed changes are not permitted under the Bylaws of the NBCE.

Enclosed is a copy of the proposed Bylaws to entirely replace the current Bylaws which is "redlined" to identify proposed changes. This redlined copy also includes the rationale for each substantive change proposed by the NBCE Board of Directors. We have also enclosed a "clean" copy of the current Bylaws and a "clean" copy of the proposed revised Bylaws.

Until the matter of the proposed revised Bylaws is addressed at the Annual Meeting, the NBCE will continue to operate under the current Bylaws. If the revised Bylaws are not ratified by the delegates, the NBCE will continue to operate under the current Bylaws.

The Bylaws Committee and other members of the Board of Directors appreciate the input and support of state delegates that was helpful in their deliberation throughout the past year. We believe the proposed amendments are responsive to the majority of the delegates' wishes. While this revision of the Bylaws may not contain every change desired by some, it is felt that they address the most important issues and are an improvement over the current Bylaws.

The Board of Directors welcomes your comments on these Bylaws prior to the Annual Meeting for consideration in future Bylaws reviews, and recommends these Bylaws be ratified at the Annual Meeting of NBCE State Delegates in Seattle, May 5, 2000.

Thank you for your support.

Sincerely,

NBCE Board of Directors