ARTICLE 1 – NAME
This corporation, a not-for-profit corporation under the laws of the State of Illinois, shall be known as the Joint Review Committee on Education in Radiologic Technology (JRCERT). As used in these Bylaws, the term “radiologic technologist” shall include practitioners of all radiologic sciences.
ARTICLE 2 – PURPOSE AND FUNCTIONS
The JRCERT promotes excellence in education and elevates quality and safety of patient care through the accreditation of educational programs in radiography, radiation therapy, magnetic resonance, and medical dosimetry.
a. To conduct efforts to improve the education of radiologic technologists and to promote the elevation of standards for educational programs in radiologic sciences. These efforts shall be set forth in the Standards for an Accredited Educational Program (Standards). b. To prepare revisions of the Standards, when appropriate, and to submit them to the communities of interest for review and comment prior to adoption by the JRCERT. c. To accredit educational programs that substantially meet or exceed the Standards. d. To schedule, organize and direct site visit teams that gather information for evaluation of educational programs, and to receive and review the reports of such teams. e. To take accreditation actions based on the Report of Site Visit Team Findings (RSVTF) and information submitted to the JRCERT by the programs, and on occasion, on information submitted by third parties and disclosed to programs, for educational programs in radiologic sciences. The JRCERT will communicate such accreditation actions to the United States Department of Education and appropriate state agencies, if applicable. f. To maintain a directory of accredited programs in radiologic sciences. g. To engage in other charitable, educational, or substantially related activities.
ARTICLE 3 – OFFICES
The JRCERT shall have and continuously maintain within the State of Illinois, a registered office and a registered agent who is identical with such registered office and may have other offices within or outside the State of Illinois as the Board of Directors may determine.
ARTICLE 4 – BOARD OF DIRECTORS
4.1 General Powers
The affairs of the JRCERT shall be managed by its Board of Directors, hereinafter referred to as “the Board.”
Service on the Board of the JRCERT means service toward the goals and objectives of the organization in maintaining and improving standards and quality of education in radiologic sciences. When acting as members of the Board of the JRCERT, each person undertakes to advance these causes and the service of these causes. It is recognized that although members of the Board may enjoy their responsibility and authority by virtue of nomination to the Board by the American College of Radiology, the American Society of Radiologic Technologists, the Association of Educators in Imaging and Radiologic Sciences, Incorporated, the American Association of Medical Dosimetrists, or the Association of Collegiate Educators in Radiologic Technology, members of the Board act independently of the nominating organizations and owe their loyalty to the JRCERT in order to preserve and create a constantly higher level of education in radiologic sciences.
4.2 Number, Election, Tenure, and Qualifications
a. Number The number of Directors shall be nine until the conclusion of the April 2020 Board meeting at which time the number of Directors shall be increased to 10 with the addition of a Director nominated by the Association for Medical Imaging Management as identified in Paragraph 4.2b. below. The number of Directors shall return to nine at the conclusion of the April 2023 Board meeting by eliminating one Director at large position from Paragraph 4.2b. below. Directors need not be residents of Illinois. b. Election Election of each Director shall be by a two-thirds vote of the Board. Subject to 4.2.c., one Director shall be a diagnostic radiologist or a radiation oncologist nominated by the American College of Radiology, two Directors shall be radiologic technologists nominated by the American Society of Radiologic Technologists, one of whom must be a radiation therapist and one of whom must be a radiographer; one Director shall be a radiologic technologist nominated by the Association of Educators in Imaging and Radiologic Sciences, Incorporated; one Director nominated by the American Association of Medical Dosimetrists; and one Director shall be a radiologic technologist nominated by the Association of Collegiate Educators in Radiologic Technology. One Director shall be nominated by the Association for Medical Imaging Management, and one Director shall be a Public Director elected from among nominees of the Board. Two Directors shall be radiologic technologists elected from among nominees of the Board. All nominees, with the exception of the Public Director, shall be associated with a JRCERT-accredited program. Directors representing a specialty shall be and remain appropriately and currently credentialed and in good standing with the American Registry of Radiologic Technologists or certified by the American Board of Radiology or the Medical Dosimetry Certification Board. Please refer to JRCERT Policy 50.200 for Director qualifications and elections.
To reduce potential conflicts of interest, an individual shall be ineligible to serve as a Director if serving as, or elected to or retained to serve as, an officer, employee, director, or trustee of any of the following organizations:
- American Association of Medical Dosimetrists
- American College of Radiology
- American Medical Association
- American Registry of Radiologic Technologists
- American Society of Radiologic Technologists
- Association for Medical Imaging Management
- Association of Collegiate Educators in Radiologic Technology
- Association of Educators in Imaging and Radiologic Sciences, Inc.
- Commission on Accreditation of Allied Health Education Programs
- Medical Dosimetry Certification Board
- Section for Magnetic Resonance Technologists
During the term of membership, a Director shall not, without prior disclosure to and consent of the Board, serve as a committee member or enter into any material contractual arrangement or agree to receive any renumeration from any of the aforesaid organizations or entities. Please refer to JRCERT Policy 50.200 for Director qualifications and elections.
c. Failure to Submit Slate At least 60 days prior to the Board’s scheduled election of one or more Directors (other than the Public Director), nominating organizations shall submit to the Chief Executive Officer a slate of at least four nominees for each Directorship to be filled. If, at least 60 days prior to the scheduled election, a nominating organization fails to submit a slate of at least four qualified nominees for a Directorship to be filled, the Board may seek additional nominees and the Board may elect a Director to fill such Directorship(s) from among nominees of the nominating organization and the Board. d. Term Directors shall serve terms of three years. No Director shall serve more than two terms, full or partial, six years maximum, except as provided herein. Under special circumstances, identified by resolution of the Board, a Director who has completed two terms but has not served six years, may be re-elected by the Board yearly, until the Director has served six years. A Director who has completed six years, under special circumstances and approved unanimously by resolution of the Board, may be elected for a seventh year. No Director shall serve more than seven years under any circumstance. Each term shall expire immediately upon adjournment of the Annual Meeting of the Board in the third year of the three-year term. Subject to 4.2.c., Directors (other than the Public Director) succeeding those whose terms are then expiring shall be nominated by the organizations that nominated their predecessors. Notwithstanding any other provisions of 4.2, the Board may elect a Director to a second consecutive term, without that Director’s having been nominated by a nominating organization for a second consecutive term. e. Removal A Director may be removed by unanimous vote of the remaining Directors then serving for failure to
perform required duties, or for other causes stated in a written notice to be delivered to such Director.
f. Resignation Any Director may resign by submitting written notice of such resignation to the Board. The Chief Executive Officer of the JRCERT will notify the nominating organization or society. g. Additional Directors If the Board deems it necessary and desirable that other societies or organizations interested in the educational processes of radiologic sciences be represented on the Board, these Bylaws may be amended to increase the number of Directors and/or to request the appropriate society or organization to nominate Directors.
4.3 Regular Meetings
The Annual Meeting of the Board shall be held in April without other notice than this Bylaw, at such time or place, either within or outside the State of Illinois, as the Board shall designate. A second regular meeting of the Board shall be held in October without other notice than this Bylaw, at such time or place, either within or outside the State of Illinois. The Board may schedule such additional regular meetings as it may determine from time to time. Such additional regular meetings shall be held at such time and place as determined by the Board of Directors may determine by resolution.
4.4 Special Meetings
a. Special meetings of the Board may be called by or at the request of the Chair or any three Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or outside the State of Illinois, as the place for holding any special meeting of the Board called by them. b. Notice of any special meeting of the Board shall be delivered at least ten (10) working days previously thereto via the Director’s email, requesting a Delivery and Read Receipt. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notice of such meeting, unless specifically required by law or these Bylaws.
4.5 Electronic Communications Meetings
Any action required by law or the Articles of Incorporation of the JRCERT or these Bylaws to be taken at a meeting of the Board may be taken through the use of electronic communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the persons so participating. Minutes taken during such meeting shall be distributed in a timely manner and submitted for approval at the next regular meeting of the Board.
4.6 Action Without a Meeting
Any action required by law, the Articles of Incorporation of the JRCERT or these Bylaws to be taken at a meeting of the Board or any other action that may be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more Director. All of the approvals evidencing the consent action taken shall be delivered to the Secretary/Treasurer to be filed in the corporate records and shall be effective when all Directors have approved the consent unless the consent specifies a different effective date. Any such consent signed by all the Directors shall have the same effect as a unanimous vote.
a. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting without further notice. b. The presiding officer at any meeting shall be counted for purposes of establishing a quorum but shall vote only to break a tie vote. c. Each Director shall have one vote to cast on each motion to come before the Board.
4.8 Manner of Acting
a. The act of a majority of the Directors who are present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater affirmative vote is required by these Bylaws. b. No member of the Board removed for cause will possess a vote on any actions of the Board.
A vacancy on the Board, caused by reason other than the expiration of the term of the Director, shall be filled by nomination by the organization that nominated the predecessor member and elected by the Board. In the case of a public member, or a member who has been nominated by the Board itself, such vacancy shall be filled by nomination and election by the Board. All vacancies shall be filled according to Article 4, Section. 4.2b. A Director selected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office and may be reelected if eligible under the terms of these Bylaws. Election of a public member may be made for the unexpired term of said vacancy.
All Directors of the JRCERT shall serve without pay but may be reimbursed by the JRCERT for expenses of attendance at official meetings of the Board. They may also, by vote of the Board, be reimbursed by the JRCERT for other authorized expenses in connection with the business of the JRCERT.
ARTICLE 5 – OFFICERS
The officers of the JRCERT shall be a Chair, one or more Vice Chairs (the number thereof to be determined by the Board), a Secretary/Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Vice Chair first elected to the office of Vice Chair shall be designated First Vice Chair. The Board may elect or appoint such other officers as it shall deem desirable, such officers to have authority and perform the duties prescribed by the Board. No two offices may be held by the same person. All officers must be chosen from the Board.
5.2 Election and term of office
The officers of the JRCERT shall be elected annually by the Board at the October regular meeting of the Board. The officers elected at the October regular meeting of the Board shall take office following the adjournment of the next Annual Meeting, which is held in April. If the election of officers shall not be held at the October meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be filled, or new offices created and filled at any meeting of the Board. Each officer shall hold office for a period of one year until his/her successor has been duly elected.
An officer or agent elected or appointed by the Board may be removed by the Board, whenever in its judgment, the best interests of the JRCERT would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Removal shall be by two-thirds vote of the Directors then serving.
A vacancy in any office may be filled by the Board for the unexpired portion of the term.
The Chair shall preside at meetings of the Board. The Chair shall be empowered to sign with the Chief Executive Officer, Secretary/Treasurer, or any other officer or agent designated by the Board, any debts, mortgages, bonds, contracts, or any other instruments that the Board has authorized to be executed, and in general shall perform all duties incident to the office of Chair.
5.6 Vice Chairs
The First Vice Chair shall, in the absence of the Chair, or in the event of the Chair’s inability or refusal to act, perform the duties of the Chair. In the absence of the First Vice Chair, the Second Vice Chair shall perform the duties of the Chair.
The Secretary/Treasurer shall keep minutes of the meetings of the Board in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, the Articles of Incorporation of the JRCERT and these Bylaws; shall be the custodian of the corporate records and the seal of the JRCERT; shall keep a record of the mailing addresses of the Directors and officers of the JRCERT; and, in general, shall perform all duties customarily incident to the office of Secretary/Treasurer and such other duties as may be assigned from time to time by the Chair or the Board. The Secretary/Treasurer may delegate authority for these functions to the Chief Executive Officer.
The Secretary/Treasurer shall have charge and custody of and be responsible for all the funds, assets and liabilities of the JRCERT. He/she shall receive and give receipts for monies due and payable to the JRCERT, from whatever source, and deposit or invest all such monies in the name of the JRCERT in such banks, trust companies, securities and depositories as may be selected by the Board and, in general, shall be the chief custodian of funds and the chief dispersing officer in such general performance of all duties incident to the office. The Secretary/Treasurer may delegate authority for the actual collection and disbursement of funds to the Chief Executive Officer but cannot delegate financial responsibilities.
ARTICLE 6 – CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall be a full-time employee selected by the Board. The Chief Executive Officer serves at the pleasure of the Board and can be removed by two-thirds vote of the Board then serving. Contractual agreements made to the Chief Executive Officer shall be void if removal is for criminal activity of the Chief Executive Officer. Subject to the approval and upon the instructions of the Board, the Chief Executive Officer shall act as administrative officer for the JRCERT. The salary, duties and authorities of the Chief Executive Officer shall be defined by the Board.
ARTICLE 7 – COMMITTEES
The Board shall appoint such committees, as it deems advisable. Duties, powers and other terms and procedures relative to committees shall be defined by the Board and shall be consistent with the Articles of Incorporation of the JRCERT and the Bylaws.
ARTICLE 8 – CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
The Board may authorize any officer or officers, agent or agents, of the JRCERT, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the JRCERT, and such authority given may be general or confined to specific instances.
8.2 Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the JRCERT, shall be signed by such officer or officers, agent or agents of the JRCERT in such manner as shall be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Secretary/Treasurer and countersigned by the Chair or any Vice Chair of the JRCERT.
All funds of the JRCERT shall be deposited to the credit of the JRCERT in such banks, trust companies or other depositories as the Board may select.
The Board may accept on behalf of the JRCERT any contribution, gift, bequest or device for the general purposes or any special purpose of the JRCERT.
All officers, Directors and agents of the JRCERT who handle funds or have check-signing privileges for the JRCERT shall be bonded by the JRCERT for such amounts as shall be determined by the Board.
ARTICLE 9 – BOOKS AND RECORDS
The JRCERT shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board and committees having any of the authority of the Board and shall keep at the registered or principal office a record giving the names and addresses of the Directors entitled to vote. All books and records of the JRCERT may be inspected by any Director, or his/her agent or attorney for any proper purpose at any reasonable time.
ARTICLE 10 – FISCAL YEAR
The fiscal year of the JRCERT shall begin on the first day of JANUARY and end on the last day of DECEMBER in each year.
ARTICLE 11 – SEAL
The Board shall provide a corporate seal that shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Illinois”.
ARTICLE 12 – WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions of the General Not-for-Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation of the JRCERT or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 13 – EVALUATION AND ACCREDITATION
The Board may, at such times and in accordance with the Standards and recognition criteria as it deems appropriate, evaluate educational programs in radiologic sciences to determine whether such programs operate in substantial compliance with the Standards or recognition criteria. For accreditation, such evaluations shall be conducted by site visit teams that are appointed by and report to the Board, or by such other methods, as the Board deems appropriate.
ARTICLE 14 – CONFLICT OF INTEREST
No Director shall be involved in any action or decision of the Board related to any radiologic sciences educational program with which the Director is personally or professionally associated. If a conflict of interest in a program under consideration is questioned by any Director, upon a majority vote of the remaining Directors, the Director in question shall be prohibited from any action, discussion or decision on said program.
ARTICLE 15 – INDEMNIFICATION
Every Director, officer and employee of the JRCERT shall be indemnified by the JRCERT to the extent permitted by the Illinois Not-for-Profit Corporation Act against expenses and liabilities (including attorneys’ fees) in connection with any threatened, pending or completed proceeding in which he/she is involved by reason of having been a Director, officer or employee of the JRCERT.
ARTICLE 16 – RESPONSIBILITY OF ACTS, OMISSIONS, AND LIABILITIES
Neither the American College of Radiology, the American Society of Radiologic Technologists, the Association of Educators in Imaging and Radiologic Sciences, Incorporated, nor any other society or organization that may become qualified and authorized to nominate Directors to the Board, shall in any manner or thing whatever be held or deemed responsible or liable for any act, omission or liability of the JRCERT, its Board or individual Directors, officers or any of them.
ARTICLE 17 – PARLIAMENTARY AUTHORITY
The proceedings of the JRCERT, unless otherwise specified in these Bylaws, may be conducted in accordance with Robert’s Rules of Order Newly Revised.
ARTICLE 18 – DISSOLUTION
Upon dissolution of the JRCERT, the Board shall, after paying or making provision for the payment of all its liabilities, dispose of all its assets exclusively for the purposes of the JRCERT, in such manner and to such organization or organizations organized and operated exclusively for charitable, educational and/or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Code as the Board shall determine. Any such assets not so disposed of shall be dispersed by the court of general jurisdiction of the county in which the principal office of the JRCERT is then located, exclusively for such purposes or to such organization or organizations, as the said court shall determine, that are organized and operated exclusively for such purposes.
ARTICLE 19 – AMENDMENTS TO BYLAWS
Amendments to the Bylaws of the JRCERT shall be submitted to the Board and may be adopted by a two-thirds vote of the Directors then serving, at any regular meeting or at any special meeting, provided that at least 30 days’ written notice is given of intention to amend the Bylaws at such meeting.
ARTICLE 20 – COURT JURISDICTION
Any organizations nominating Directors to the Board of the JRCERT or any member of the Board filing a lawsuit in which the JRCERT is named as a defendant agrees and consents to the jurisdiction of the courts of the State of Illinois. Venue of any action brought hereunder shall be deemed to be in Cook County, Illinois.
Adopted June 1, 1998
Amended April 1999, September 2000, April 2001 (effective August 1, 2001), October 2002, April 2003, October 2004, April 2005, September 2008, February 2015, November 2016, June 2019, October 2019, April 2020, May 2021