ARTICLES OF INCORPORATION

We the undersigned, do hereby associate ourselves together in order to form a corporation under the laws of the Commonwealth of Kentucky.

ARTICLE I

The name of the corporation shall be "THE INTERNATIONAL COLLEGE OF CHIROPRACTORS, INCORPORATED."

ARTICLE II

Lexington, Fayette County, Kentucky is the name of the town in which the principal place of business of said corporation is located.

ARTICLE III

The corporation shall be for educational purposes only and no private pecuniary profit is to be derived from said corporation, and it shall not have any capital stock or shares thereof, and the same is organized under Article VIII, Chapter No. 32, of Carroll's Kentucky Statutes, 1936 Revision.

ARTICLE IV

The purpose of the corporation shall be as follows: (a) To teach any branch of the healing art which may please the majority of its Trustees, which may include the study of Anatomy, Physiology, Chemistry, and such other branches of study as many be required to qualify its students for graduation in any system of therapeutics. (b) That it may issue to its graduates or others who, by their scholastic attainments may be considered worthy of such certificates or diplomas as may be considered proper by its faculty: Conferring the degrees of Doctor, Mas­ter, Philosopher, Diplomat, and Fellow of Chiropractic; and that the last three named be honor­ary, and may be issued without actual attendance.

ARTICLE V

That the said corporation shall have the power and authority to receive or mortgage or convey such real property as may be granted, devised. or given as endowment to the institution; such property to be held solely for the purposes of education and not for individual benefit of the trustees: and that this institution shall have the standing or rank of a university; and that each of its trustees has the right to teach one or more subjects in the curriculum of studies.

ARTICLE VI

That the term of the institution shall be perpetual; that it may own a common seal; that its diplomas shall be attested by the signatures of not less than two of its officers or trustees, who will be designated by a majority vote of the trustees; and said corporation shall organize within ten days after the filing of this certificate of incorporation, and elect officers, and transact any other business that may come before it.

ARTICLE VII

That the officers shall be a President, Vice President, Secretary and Treasurer, and it may have a Registrar and one or more Deans; that the first four mentioned shall be elected from the Board of Trustees; that it shall hold its annual meeting not later than the thirty-first day of December, a record of which shall be filed in the office of the Secretary and attended by a majority of the Trustees.

ARTICLE VIII

That the property of the officers, directors and trustees of said corporation shall be exempt from personal liability, and the highest amount of indebtedness or liability which the corporation may at any time assure or incur shall be limited to the sum of ten thousand dollars ($10,000.00).

ARTICLE IX

The names and places of residence of the incorporators are as follows:

IN TESTIMONY THEREOF, witness our hands, on this 15th day of July, 1938:

*Since deceased

STATE OF KENTUCKY
COUNTY OF LAYETTE
STC:

I, J. Robert Ledford, a Notary Public in and for the County of Layette, State of Kentucky, hereby certify that the foregoing Articles of Incorporation of The International College of Chiropractors of Lexington, Kentucky, were this day produced before me in my office, and acknowledged and delivered by the above-named incorporators herein, to be their free and voluntary act and deed.

Witness my hand on this Sixteenth day of November, 1938.

/s/ J. Robert Ledford
Notary Public

BYLAWS

ARTICLE I
Name of Organization

Section 1. The name of this organization shall be The International College of Chiropractors, Incorporated, and it may hereafter be referred to as the College.
Section 2. The management and control of the business and professional affairs of the College shall be vested in the Board of Trustees as hereinafter provided.
Section 3. The officers of the College shall be a President, Vice President, Secretary and Treasurer. The office of Secretary and Treasurer may be held by the same person when such actions may seem expedient.

ARTICLE II
Membership

Section 1. Membership in the College shall be of three classes, namely, Trustees, Fellows, and Honorary Fellows.
Section 2. The Trustees shall be those National or American Chiropractic Association members, in good standing, who have served as President or Vice President of the National or American Chiropractic Association, and who are members of the American Chiropractic Association Gravel Club.
Section 3. Members of the College designated as "Fellows" shall be members of the American Chiropractic Association or Canadian Chiropractic Association, or a National Chiropractic Association of their country and chiropractic institutions of learning acceptable to the Board of Trustees, who have been elected to membership by the Trustees and Faculty and who continue to meet the qualification requirements from time to time established by the Trustees.
Section 4. The Trustees may elect as Honorary Fellows individuals (a) who possess an international reputation in the field of chiropractic or (b) who have rendered outstanding serv­ices in promoting the science of chiropractic honorary. Fellows shall not be required to pay fees or dues but shall enjoy all the privileges of the Fellows except they shall not have the right to hold office. The number of living Honorary Fellows shall not exceed fifty (50).
Section 5. Each individual election to Fellowship in the College shall be designated as Fellow of the International College of Chiropractors, and shall be authorized and encouraged to use the "F.I.C.C." after their name on professional cards, in directories, and in articles for publications.
Section 6. The Trustees may expel, call for the resignation of, or otherwise discipline any Fellow if a majority of the Board of Trustees shall find that the conduct of the Fellow has been injurious to the good order, reputation or best interests of the College, is derogatory to its dignity, or who is more than three months, delinquent in dues without having given a satisfactory explanation.
Section 7. Before disciplinary action is taken by the board of Trustees relative to a Fellow, a written notice shall be sent to him or her, by registered mail to the last known address at least thirty (30) days prior to the called meeting of the Board of Trustees. The notice shall state that disciplinary action may be taken and that he or she may defend himself either in person or through representation.
Section 8. A Fellow whose membership in the College has been terminated shall forth-with return the Bronze/Walnut Plaque certificate of membership to the College and shall in no way hold himself or herself our as a member.

ARTICLE III
Nominations for Membership

Section 1. Nominations of candidates for Fellowship in the College shall not exceed three percent of the total number of general memberships of the American Chiropractic Association, in any given year. The limitation of nominations shall apply to each directoral district of the American Chiropractic Association.
Section 2. Each nomination for Fellowship must be made by a Trustee or Fellow.
Section 3. A Trustee or Fellow may only propose one candidate in any give year.

ARTICLE IV
Dues and Fees

Section 1. The Fellowship fee shall be established by the Trustees payable upon notification of election.
Section 2. There shall be no fee for Honorary Fellowships but the recipient thereof may be permitted to donate to the College treasury should he or she so desire.
Section 3. Dues for both Trustees and Fellows, with the exception of Honorary Fellows, shall be such amount as the Board of Trustees shall determine, payable on or before July first each year.
Section 4. Upon written request to the Secretary-Treasurer, Fellows of the College may be exempt from payment of dues after reaching the age of seventy (75) years.
Section 5. The Board of Trustees may cancel the indebtedness of any Fellow of the Col­lege, without publicity, when in its judgment such dues constitute a financial hardship. A Fellow of the College may, upon request, be exempted from the payment of annual dues after he has retired from active practice.

ARTICLE V
Election of Officers

Section 1. The Trustees of the College shall elect annually from their number a President, a Vice President, a Secretary-Treasurer, all of whom shall serve for one year or until their successors have been duly elected and qualified.
Section 2. A Faculty shall be elected by the Board of Trustees which shall be five or more in number, each of whom shall be a man of distinction in the pedagogical field of chiropractic; actively serving in some of the regularly accredited institutions of chiropractic learning, and willing to serve upon written request of the Trustees of the College.
Section 3. The Faculty shall select from their numbers two members to serve respectively as Dean and Registrar, who shall form a liaison between Faculty and Trustees.
Section 4. A Vacancy in any office of the College shall be filled by the Board of Trustees, and any officer thus appointed to fill an unexpired term shall serve for the remainder of the term of his predecessor.

ARTICLE VI
Duties of Officers and Faculty

Section 1. The duty of the President shall be to call meetings to order, to preside over all meetings, decide questions of procedure and cast the deciding ballot in the event of tie votes. He shall be an ex-officio member of all committees including that of the Faculty.
Section 2. The duties of the Vice President shall be to attend all official meetings and perform the duties of the President upon his request or during his absence.
Section 3. The Secretary shall have custody of all records of the College. He shall keep accurate minutes of all College proceedings; receive and transmit to the Trustees and to Fac­ulty members information regarding Fellowship proposals, and make interim reports to the Trustees when necessary.
Section 4. The Treasurer shall be custodian of all funds of the College; keep accurate record of all monies received and disbursed, and make a financial report at the annual meeting of the Trustees.
Section 5. It shall be the duty of the Faculty to advise, aid and assist the Trustees in passing on the eligibility of all candidates for Fellowship; to obtain information regarding eligibility for Fellowship of those who are engaged in chiropractic teaching or research; and to make recommendations consistent with their findings.

ARTICLE VII
Meeting and Balloting

Section 1. A regular annual meeting of the College shall be held during the annual convention of the American Chiropractic Association, Inc.
Section 2. Special meetings of the College may be called by the President or upon written request of three-fourths of the Trustees.
Section 3. Any balloting done by mail shall require a three-fourths affirmative vote for passage.
Section 4. The Trustees present at any regularly called special or annual meeting shall constitute a quorum.

ARTICLE VIII
Seals and Emblem

Section 1. The seal of the corporation shall contain the words “International College of Chiropractors, Inc.” in circular form. The official emblem shall be the emblem of the College.

ARTICLE IX
Wallet Certificates and Plaques

Section 1. All certificates of Fellowship shall be signed by the President and Secretary.
Section 2. A suitable copper-walnut plaque shall be presented to each new Fellow.

ARTICLE X
Amendments

Section 1. These bylaws may be amended by a three-fourths vote of the Trustees of the College present at any regular or specially called meeting of the College. All proposed amendments shall be mailed to Trustees of the College at least thirty (30) days preceding the meeting at which such amendments are voted upon.