By-Laws of
THE ASSOCIATION FOR NETWORK CARE

ARTICLE I
NAME

The name of this Association shall be 
ASSOCIATION FOR NETWORK CARE, INC., 
hereinafter referred to as the Association or the ANC.
ARTICLE II
MISSION

The Mission of the Association is to:

• Support the consciousness, advance the practice of, and promote the public availability of Network Spinal Analysis™. This shall be in relationship to emerging strategies for personal and global healing, wholeness, enhanced quality of life, and human experience.
• Support the advancement and understanding of the relationship of the spine and nervous system to consciousness, the expression of innate intelligence, self-organization, and healing.
• Encourage the coherent and cohesive support of the science, art, and philosophically similar and compatible models in various healing arts through workshops, seminars, journals, newsletters, and research projects.

ARTICLE III
MEMBERSHIP

SECTION 1. The Association welcomes as members, without regard to sex, race, religion or ethnic background, all who support its Mission, who are of good moral character, subscribe to the objectives of the Association, and who otherwise abide by these By-Laws and such other rules and regulations as may be promulgated by the Board of Directors. There shall be the following classes of membership:

(a) Practicing Member – Any person who has a Doctor of Chiropractic degree granted in any country, state or jurisdiction, who is of good moral character, who is respectful of vitalistic concepts of healing, and who has completed the basic educational course in Network Spinal Analysis™, (or other requirements as determined by the ANC Board of Directors) who practices NSA predominately, and who abides by the canons of ethics and ANC guidelines within the scope of practice of their respective state’s or country’s laws, shall be eligible for membership. All such members shall enjoy the right to vote and hold office as defined and limited by these by-laws and shall pay dues as determined from time to time by the Board of Directors.

(b) Associate Member – Any person who has a Doctor of Chiropractic degree granted in any country, state or jurisdiction, who is of good moral character, who is respectful of vitalistic concepts of healing, who has not yet completed the basic educational course in Network Spinal Analysis™, and is not yet utilizing Network Spinal Analysis™ as the predominant approach to care. 

(c) Sustaining Member – A Practicing Member may become a Sustaining Member upon the approval of the Board of Directors and by paying the annual dues required for Sustaining Membership. A Sustaining Member shall have at least the same rights and privileges as a Practicing Member. A Practicing Member must have been such for a minimum of one (1) year before applying for Sustaining Membership.

(d) Student Member – A chiropractic student who is engaged in a course of study at a chiropractic college shall be eligible for Student Membership. A Student Member shall receive benefits, rights and privileges of membership as granted by the Board of Directors, but such rights and privileges shall not include the rights to vote, to hold any office of the Association, or to become a Sustaining Member of the Association.

(e) Honorary Life Member – Any member of the Association deemed by the Board of Directors by a two-third (2/3rd) vote of the valid votes cast to merit distinction as an Honorary Life Member by virtue of contributions made to the Association shall be so designated as an Honorary Life Member. An Honorary Life Member shall pay no dues, but shall continue to receive the benefits, rights and privileges of Practicing Membership, including the right to vote. A member may be recommended for Honorary Membership to the Board of Directors upon the written recommendation of any five (5) Practicing Members.

(f) Life Member – Any person may become a Life Member upon the approval of the Board of Directors by two-thirds (2/3rds) of the votes cast and by paying the dues required for Life Membership. To be eligible for Life Membership, a person must have been a Practicing Member in good standing for a consecutive period of no less than ten (10) years, a Sustaining Member for at least five (5) years before application, and served or is currently serving as an Association Officer, Member of the Board of Directors, or Member of an Association Committee. A Life Member shall have the same rights and privileges of a Practicing Member.

(g) Allied Professional Membership – Any individual holding a doctorate degree, including, but not limited to, M.D., D.C., D.O., D.D.S., Ph.D., etc., or who has an advanced degree in Medicine, Biological, Humanist, or Social Sciences, Osteopathy, Dentistry, Optometry, Podiatry, or any other healing profession as set forth by the Board in its rules, who embraces and wishes to support the mission of the Association within the context of their profession. A Healing Professional Member shall have the same rights as an Associate Member as set forth in Subparagraph (b) above.

(h) Allied Healing Artists – Including, but not limited to, therapists, massage therapists, breath workers, body workers, etc., who embrace and wish to support the mission of the Association.

(i) Voting Lay Membership – Any person who has clearly demonstrated a sincere dedication to the Network consciousness either in the practice of chosen profession, field of interest, or life-style. This class of membership shall be granted upon the nomination of at least two (2) Association members and is subject to the specific approval of the Board of Directors.

(j) Supporting Member – Spouses, chiropractic assistants, office assistants, practice members, or others who embrace and wish to support the right to receive Network Spinal Analysis™.

(k) Lay Membership – Any person who is a “practice member” of any chiropractic doctor who is a member of this Association provided they receive the sponsorship of their Associate Member. A Lay Member shall have no vote as a member except on issues that directly relate to Lay Members, as determined by the Board of Directors. A Lay Member may, however, be elected as a Director of the Association and may vote in that capacity.

SECTION 2. All membership applications may be screened by and may be approved by the Executive Board and/or the Membership Committee. Unless otherwise decided, any applicant who has reported to have met the requirements set forth in these By-Laws shall be accepted as a member within this designated class.

SECTION 3. The Board of Directors shall establish procedures for application for admittance to all classes of membership, together with dues for each class, and shall have the right to create additional classes of membership by a two-thirds (2/3rds) vote of the Directors present.

SECTION 4. Termination of Membership – Membership may be terminated or suspended in the following manner:

(a) Resignation – A Member may resign by submitting a written resignation to the President, provided the member has satisfied all of said member’s obligations to the Association.

(b) Expulsion, Suspension or Censure – A member may be expelled, suspended or censured for: (i) unethical conduct; (ii) violation of an obligation owed to a client; (iii) conduct involving dishonesty, fraud, deceit or misrepresentation; (iv) misconduct which brings discredit to said member, The Association, or the profession of chiropractic; (v) non-payment of dues or other financial obligations due to the Association; (vi) failure to abide by the rules and regulations and/or By-Laws of the Association. The Board of Directors shall establish procedures for the implementation of this Paragraph.

ARTICLE IV
BOARD OF DIRECTORS AND OFFICERS

SECTION 1. The Board of Directors shall be the managing body of the Association and shall control and formulate policies of the Association and direct its affairs through its Officers.

SECTION 2

(a) The Board of Directors shall consist of the President, Vice-President, Secretary and Treasurer and seven (7) other Directors as hereinafter set forth, all of whom shall be members of the Association.

(b) The members of the Board of Directors shall be elected by the general membership as more fully set forth in Article V herein.

(c) The members of the Board of Directors shall elect the Officers of the Association.

SECTION 3. The seven (7) Directors as set forth in Section 2 above shall serve the following terms and shall have the following qualifications for nomination:

(a) The two (2) year terms of the Directors shall be staggered and shall be structured so that each of the two (2) year terms shall end in successive years. Notwithstanding the fact that each term is for two (2) years, the initial elections of the said Directors shall be as follows

(b) The two (2) year terms of the directors shall be staggered and shall be structured so that the expiration of the terms of two (2) Directors shall alternate with expiration of the terms of the other two (2) Directors

(c) All officers shall be elected for a two (2) year term but may not serve for more than three (3) successive terms in the same office, except as it applies to the President and Vice President, or unless the membership shall vote by two-thirds vote to continue that member in that office after three (3) terms.

(d) If he or she shall otherwise be eligible, the immediate past president shall become a Director for a term immediately following his or her term as President.

SECTION 4. Meetings of the Board of Directors shall be held: (a) at such time or times as the Board of Directors may schedule; (b) upon order of the President; (c) upon the written request of any four (4) Board Members; (d) a quorum shall consist of a majority of the members of the Board of Directors.

SECTION 5. The Officers shall be the President, Vice-President, Secretary and Treasurer. These Officers shall perform the duties prescribed by these By-Laws and by Robert’s Rules of Order Newly Revised. All Officers shall be members in good standing of the Association. 

SECTION 6. The President shall be the Chief Executive Officer of the Association. The President shall preside at all meetings of the Association and Board of Directors and shall direct the affairs of the Association subject to policies established by the Board of Directors.

SECTION 7. The Vice-President shall perform duties as delegated to the Vice-President by the President and shall preside at meetings and assume the duties of the President in the event of the absence or incapacity of the President.

SECTION 8. The Secretary shall keep the minutes of all meetings of the Association, the Board of Directors, and the Executive Committee; shall be the official custodian of all records of the Association; shall direct the mailings of all notices required to be given; and shall keep, or cause to be kept, an accurate census of the Membership.

SECTION 9. The Treasurer shall be the official custodian of the funds of the Association. The Treasurer shall collect all dues and monies of the Association; shall submit financial reports to the Board of Directors at its regular meetings and to the membership at the Annual Business Meeting; and shall receive, disburse and invest the funds of the Association in the manner directed by the Board of Directors.

SECTION 10. The Officers shall serve for a two (2) year term, or until their successors are elected thereafter. The term of office shall begin at the close of the election business meeting of the Annual Convention. No member shall hold more than one (1) office at a time.

SECTION 11. In the event of a vacancy in the office of President, said office, together with all of the duties, powers and responsibilities of President shall be assumed immediately by the next officer in the line of succession as follows: Vice-President, Secretary, Treasurer.

SECTION 12.

(a) In the event of a vacancy in the office of Vice-President, Secretary, Treasurer or a Director, notice of the vacancy shall be given to the members of the Board of Directors, which shall elect to fill the vacancy by majority vote through either a balloting mechanism as set up by the Board of Directors, or at a meeting to be held not sooner than thirty (30) days after such notice has been given. Notwithstanding the term of vacant office, the Officer or Director so elected shall serve until the next Annual Business Meeting.

(b) For purposes of this Article, a vacancy arises upon the death or resignation of an Officer or Director, or upon certification by two-thirds (2/3rds) vote of the Board of Directors that an officer of director is mentally or physically unable to fulfill the duties of their office.

(c) The removal of any officer or director for good cause may be effected by a two-thirds (2/3rds) vote of the Board of Directors, provided however, that notice of intent to propose such action is given to the members of the Board at least thirty (30) days prior to the vote. Such notice shall suffice also to fulfill the notice requirement of Section 12(a) of this Article.

SECTION 13.

(a) The officers shall comprise the Executive Committee of the Board of Directors, who, between meetings of the Board of Directors, shall be empowered to do all acts and perform all functions which the Board of Directors may itself perform, provided such acts or functions are necessary for the immediate operation and management of the Association.

(b) The Executive Committee shall not countermand actions taken by the Board of Directors and will be bound by specific instructions given to it by the Board of Directors either in writing or as part of the minutes.

(c) Three (3) members of the Executive Committee shall constitute a quorum, and actions shall be decided by a majority vote except as provided in Article X of these By-Laws.

(d) The Executive Committee shall keep minutes of its meetings and shall distribute them to the members of the Board of Directors before the next scheduled Board Meeting.

(e) The Executive Committee shall meet upon the call of the President or upon the call of any two (2) members of the Executive Committee.

SECTION 14. A quorum at any meeting of the Board of Directors shall consist of a majority of the members of the Board.

ARTICLE V
ELECTIONS

SECTION 1. Officers and Directors shall be elected by closed written, mail ballots to be received by the A.N.C. office no later than fifteen (15) days prior to the Annual Business Meeting. The Officers and Directors shall be elected as follows:

(a) A director set forth in Article IV, Section 2(a), (b) or (c).

(b) Two (2) directors set forth in Article IV, Section 2(a).

(c) Any officer whose term has expired.

SECTION 2. The term of each Officer and Director shall commence with the close of the Annual Convention at which such Officer or Director has been elected.

SECTION 3. All elections shall be by the majority of the eligible votes cast by all members. All ballots must abide by the Rules and Regulations as promulgated by the Board of Directors. In the event no candidate shall receive a majority, then a runoff election between the two (2) candidates having the most votes shall be held at the Annual Business Meeting immediately following the regular election to determine who will serve.

SECTION 4.

(a) The elections shall be by closed written ballot. Voting by Proxy shall be allowed providing the Proxy is in writing and accompanied by a signed acknowledgment that the enclosed proxy is that member’s proxy. All Proxies shall be delivered to the Tellers at the time that the votes are cast.

(b) The Elections and the tallying of the ballots shall be conducted by three (3) Tellers who shall be appointed by the President. No candidate or nominee may be a Teller.

(c) There shall be provision made for write-in votes to be cast for candidates on the official ballots who have not been nominated by normal means as set forth herein.

ARTICLE VI
NOMINATIONS OF OFFICERS AND DIRECTORS

SECTION 1. A Nominating Committee shall be appointed by the President with the consent of a majority of the Board of Directors no sooner than ninety (90) days nor later than one hundred fifty (150) days prior to the ANC Annual Business Meeting. It shall consist of five (5) members, as follows: A Past President, or if there be none or none shall be willing to serve, then any past officer; a Director whose office is not scheduled for election at the next Annual Convention; three (3) members who are not Officers or Directors. These provisions shall not apply to the first Nominating Committee.

SECTION 2

(a) The Nominating Committee shall meet and shall, by majority vote of its members, select one (1) or more nominees for each office open for election at the next Annual business meeting. The selection shall be completed and submitted to the Secretary at least seventy-five (75) days prior to the next Annual business meeting. The Secretary shall then notify the members of the proposed slate no less than forty-five (45) days prior to the annual business meeting.

(b) Any member who wishes to be considered by the Nominating Committee for nomination to the Board of Directors or wishes to submit the name of any other member they deem appropriate, must submit their name(s) to the Nominating Committee thirty (30) days in advance of the Committee’s annual nominating meeting. Advance notice of this procedure shall be given to the general membership in the last newsletter preceding the Nominating Committee’s annual nominating meeting. The notice shall be received by the membership at least thirty (30) days before any new nominations shall be submitted.

SECTION 3. In the event fifteen (15%) percent of the voting members in good standing wish to nominate alternative candidates to the Board, they may place in nomination the names of any other member provided: (a) such member is eligible for the office to which he or she is nominated, (b) the nomination is in writing, (c) the nomination is received by the Secretary at least forty-five (45) days in advance. In this event, the Secretary will then be required to give notification of the alternative slate together with the original slate, no less than thirty (30) days in advance of the annual business meeting.

SECTION 4. The Secretary shall mail a list of all nominees including those nominated pursuant to Section 3 of this Article, to the members no later than thirty (30) days prior to the next annual business meeting.

SECTION 5. No member of the Nominating Committee shall be eligible to be a nominee.

SECTION 6. Nominations other than as set forth herein shall not be allowed.

ARTICLE VII
MEETINGS AND CONVENTIONS

SECTION 1. There shall be an Annual Business Meeting, coincident with the Annual ANC conference, the date of which shall be determined at least one hundred and twenty (120) days in advance by the President with the advice and consent of the Board of Directors. There shall also be at least one (1) business meeting of The Association held in any month of each year designated by the President with the advice and consent of the Board at the annual business meeting each year.

SECTION 2. There may be such interim business meetings as may be called by the President with the advice and consent of the Board of Directors, provided notice of such interim business meeting be given to the membership in writing mailed at least thirty (30) days before such meeting with such notice designating the general nature of the business to be conducted at such meeting. Interim business meetings shall also be called by the President upon written demand signed by at least one half of the board or at least fifteen percent (15%) of the voting members.

SECTION 3. Fifteen (15) members shall constitute a quorum at any business meeting of the Association.

SECTION 4. Board meetings can be called by the President, the Vice President, in the President’s absence, or any three members of the Board of Directors, upon thirty (30) days notice to all Board members. A quorum of the Board of Directors shall consist of no less than seven (7) Directors, including at least two (2) Officers.

ARTICLE VIII
DUES

SECTION 1. The Board of Directors shall establish the dues for each classification of membership, including the terms of payment.

SECTION 2. If the dues of any member be unpaid for a period of sixty (60) days after the same shall have become payable, the Treasurer shall cause to be mailed a notice of delinquency. If the dues of any member shall not be paid within sixty (60) days of the mailing of such notice of delinquency, such membership may automatically terminate on the date by reason of such non-payment, the Board of Directors may provide for subsequent reinstatement.

SECTION 3. The Treasurer shall be authorized to negotiate terms of payment with any member other than as set forth above providing in the sole opinion of the Treasurer, good cause has been presented by the member.

ARTICLE IX
FISCAL AFFAIRS

SECTION 1. The funds of the Association shall be deposited and maintained in any duly licensed banking institution.

SECTION 2. Funds may be withdrawn from the Association’s bank account upon the signature of both the Treasurer and the President or Vice-President or by single authorized signature upon blanket approval of the Board.

ARTICLE X
COMMITTEES

SECTION 1. The only standing committee shall be the Nominating Committee.

SECTION 2. The President and the Board of Directors may both establish such other committees as they shall deem necessary and proper to the operation of the Association. The President reserves the right to appoint the Chairperson of all committees and all committee members and they shall serve at his/her pleasure. The term of all Committee Members shall be for one year during the duration of the President’s term, which may be renewed annually subject, however, to the right of the President to remove any committee member without cause.

ARTICLE XI
AMENDMENTS

SECTION 1. These By-Laws may be amended at a meeting of the members by a two-thirds (2/3rds) vote of the valid votes cast.

SECTION 2. An Amendment to these By-Laws shall be proposed to the Board of Directors in a writing signed by at least fifteen (15%) percent of the voting membership. The Board of Directors must meet no later than the next scheduled meeting of the Board of Directors, but not more than six (6) months after receipt of the notice, to consider the proposed amendment. In order to recommend the adoption of the amendment the Board must pass the proposed amendment by a two-thirds (2/3) vote. The Board of Directors must thereafter refer the proposed amendment to the general membership by either scheduling a membership meeting for the purpose of voting upon said proposed amendment or it may be voted upon at the next regular scheduled business meeting after the date that the Board of Directors approved the said proposed amendment if it is not more than three (3) months after the date of the special Board meeting. Otherwise, a special membership meeting shall be scheduled within ninety (90) days of the Board’s approval. Written notice of the membership meeting together with a copy of the proposed amendment shall be mailed to each member at least twenty-five (25) days prior to the said membership meeting.

SECTION 3. An Amendment to these By-Laws shall be proposed by the Board of Directors at a regularly scheduled meeting of the Board of Directors. In order to recommend the adoption of the amendment, the Board must pass the proposed amendment by a (2/3) vote of the entire Board of Directors, not (2/3) vote of a quorum at the meeting. The Board of Directors must thereafter refer the proposed amendment to the general membership by either scheduling a membership meeting for the purpose of voting upon said proposed amendment or it may be voted upon at the next scheduled business meeting after the date that the Board of Directors approved the said proposed amendment. Written notice of the membership meeting together with a copy of the proposed amendment shall be mailed to each member at least twenty-five (25) days prior to the said membership meeting.

ARTICLE XII
VOTING

SECTION 1. Voting by members at any election or upon any amendment may be by written proxy.

ARTICLE XIII
PARLIAMENTARY PROCEDURE

SECTION 1. The President may, at his option, appoint a Parliamentarian who shall advise the Presiding Officer and the Board of Directors on questions of parliamentary procedure. The Parliamentarian may attend all meetings of the Board of Directors, but shall have no vote unless an elected member of the Board.

SECTION 2. The rules of parliamentary practice set forth in Roberts’ Rules of Order, Newly Revised, shall govern all proceedings except as same may conflict with these By-Laws, in which case these By-Laws shall prevail.

Article XIV
Dissolution

Should the Corporation be dissolved by the members at any time, no part of its funds or properties shall be distributed to or among its members. After payment of all indebtedness of the Corporation, including any indebtedness that may be owed to any member of the Corporation, all assets of the Corporation shall be transferred to one or more scholarship funds or to an existing school of chiropractic or to establish a chair at some school for the teaching of vitalistic principles of healing. The purpose shall be in the general field of education and research regarding vitalistic health care. In all events, all of the remaining assets and property of the Corporation shall qualify under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.

I, the undersigned, do hereby certify:

1. I am the duly elected and acting Secretary of the Association for Network Care, Inc., a Delaware Corporation; and

2. The foregoing By-Laws constitute the official By-Laws of said Corporation as duly adopted at the annual business meeting of the ANC, duly held on the 15th day of February, 2000.

In testimony whereof, I have hereunto subscribed my name and affixed the seal of the Corporation on this ## day of MONTH 2000.

Secretary
Revised: 2000

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