In July 1974, the Council on Nutrition of the American Chiropractic Association (CON) was created with its own constitution and bylaws. Like the ACA councils at that time, it was encouraged to seek nonprofit status and manage its own members, dues, bank accounts, events and activities, including hiring and paying staff.
In 1979, the council received its own 501c3 designation and a distinct employer identification number. The council established its own bank accounts, sponsors, events, dues, and internal structure, eventually publishing two journals. In addition to CON dues, its members are also required to pay ACA dues.
Forty years later, the council moved to incorporate as a separate nonprofit corporation in the state of Virginia. This was done in compliance with banking and other regulations.
Five years later, in November 2022, the ACA passed Standing Rules that included the following:
All ACA Councils and Certification Boards officers will cooperate with and act in coordination with the Office to integrate Council and Certification Board financial and administrative operations into those of the ACA.
In an email to the ACA, the CON objected to its finances and operations being taken over by the ACA. This email generated several additional emails in which the ACA claimed it was not informed of the council’s incorporation, that it was “unauthorized,” and stated that the council was to dissolve its incorporation.
In March 2023, the council held a meeting of its members in which they decided to maintain the CON’s status as an independent organization. In an effort to placate the ACA, the council also voted to change its corporate name to “National Nutrition Standard” (NNS).
This decision was not seen as satisfactory to the ACA, which again demanded that the council dissolve its corporation and turn over all CON/NNS funds, membership list and other assets to the ACA. The NNS was given 10 days to comply before legal action would be taken.
On Oct. 27, 2023, the ACA filed a lawsuit in Arlington County, Va., against the Council on Nutrition/National Nutrition Standard and Robert Galloway, III, DC, individually, the council’s volunteer president. The complaint cites four counts with almost 40 pages of supporting documents.
In the lawsuit, the ACA asks for the following:
Count I – Injunctive Relief – for the Court to declare that CON’s/NNS’s incorporation violates ACA Bylaws and that CON’s/NNS’s incorporation must be dissolved and that defendants must comply with ACA Bylaws.
Count II – Breach of ACA Bylaws, Standing Rules and Policies.
Count III – Breach of CON/NNS Constitution and Bylaws.
Count IV – Breach of Fiduciary Duty against Dr. Galloway, asking for $250,000 in compensatory damages and $350,000 in punitive damages plus interest and attorney fees.
On Dec. 11, 2023, the NNS and Dr. Galloway filed motions to dismiss the complaint counts, citing that the first three counts failed to state a claim, failed to state any facts showing a breach of the ACA Bylaws, failed to state any facts showing a breach of the Council Bylaws and that the count against Dr. Galloway lacked personal jurisdiction. On March 15, 2024, the court agreed to dismiss counts I, II and III against the NNS, although the ACA was given the opportunity to amend its complaint within 21 days.
On April 5, 2024, the ACA filed its amended complaint. This included additional information and requested additional legal fees against the CON on Count I; as well as $250,000 in compensatory damages plus legal fees and interest against the CON and Dr. Galloway for Counts II and III. Count IV of the ACA’s lawsuit against Dr. Galloway personally continued to request $600,000 in compensatory and punitive damages against him personally.
When asked about why it filed the lawsuit and what it hoped to gain by it, the ACA responded:
“Without legal authority and without the permission of ACA, recent leadership of the American Chiropractic Association (ACA) Council on Nutrition created a separate corporate entity while continuing to use the ACA name and identity, and while operating with all the benefits of an ACA council. Those actions are in conflict with the bylaws of both the ACA and the ACA Council on Nutrition. Over 12 months, ACA discussed the situation with the council, highlighting language in both sets of governing documents that prohibits the establishment of a separate corporate entity. The council was unwilling to dissolve the corporation. ACA exhausted every option to resolve the situation.
“The American Chiropractic Association (ACA) Council on Nutrition has been an integral part of ACA for over 50 years as a benefit to ACA members. ACA has taken legal action to protect the interests of the council, ACA and its membership. ACA is committed to continuing the important work of the ACA Council on Nutrition.”
When asked how it justified the $250,000 demand for compensatory damagers from Dr. Galloway, the ACA said “Our actions were not taken lightly and only after 12 months of discussions with the council; ACA has a responsibility to its members to protect the identity and assets of the American Chiropractic Association (ACA) Council on Nutrition for their benefit. ACA cannot comment further on the details of the current legal action, except to say that the details you shared are incorrect.”
The CON/NNS also responded to questions about the lawsuit with comments from its legal council and various members. (The CON provided comments in addition to responses to the questions asked by Dynamic Chiropractic, which can be found here, along with the original complaint, amended complaint, and other documents.) When asked why it thought the ACA was taking this action, CON/NNS legal counsel Raighne Delaney stated:
“We have always done our best to be a shining example of what it means to be a specialty council within the parameters that the ACA set out for us in the early 1970s. As this has gone on over the last many months, we have exhausted every possible option to have a meaningful dialogue with the ACA's executive leadership, counsel, and BOG, but unfortunately that has not been reciprocated. Just two weeks ago in court, the ACA's counsel suggested a conversation only to deny our efforts to facilitate one within a couple of days after the offer. If our incorporation, which the ACA has known about for several years and which was done at their direction, was a legal issue, why did the court dismiss that count? We are left puzzled as to why this is happening, why the ACA's elected delegates have been left in the dark about the situation, and what purpose is served by suing a volunteer for standing up to help advance the goals of our organization and also those of the ACA.”
When asked about his involvement in the lawsuit, Dr. Galloway responded: “Needless to say, I was shocked when I was informed by other members of our board that the ACA had sued our organization, one of their specialty councils and myself individually. I have been a member of ACA for decades, and I have always supported their efforts both inside and outside of my work with the council. In fact, I am also a registered pharmacist and have worked my career to further collaboration with allied health fields to advance chiropractic. It is hard to believe that the ACA sued me for volunteering my time. They were never willing to have a conversation with our board or our counsel outside of telling us that ‘we are happy to speak with you, after you drop your incorporation,’ and that ‘all further communication should go through counsel.’ I wrote a letter to Dr. Martin, immediate past president of ACA Board of Governors, in an attempt to have a conversation – and he refused, setting a deadline for compliance, then accusing me of personal wrongdoing in a letter he sent to all the other specialty council memberships and our council members. That was followed quickly by a lawsuit.”
When asked why the CON/NNS decided to handle its own organization, rather than the ACA, CON/NNS member John Rupolo, DC, DACBN, remarked: "I was on the bus to Iowa when we went to the ACA to form the Council on Nutrition. Having been a member for the entirety of its history, I can attest to the veracity of a document we were shown at a recent meeting of our membership from the then Executive Director of the ACA in the 1970's that expressed that ‘tax matters and other regulatory matters of a council are the sole responsibility of each council’ and that ‘we (the ACA) do not want to be burdened with any more government red tape – it is now voluminous.’ This current situation feels like attempted corporate consolidation but without diligence done to understand how things ended up as they have. The council has always done what it was told and gone above and beyond. This current situation amounts to the ACA cutting off their nose to spite their face.”
Assuming that the purpose of creating specialty councils is to better educate doctors of chiropractic in their chosen specialty, it is hard to see why all this is transpiring. Other than the council’s incorporation as a separate legal entity, there is no suggestion of any malfeasance on the part of NNS/CON leadership. On the contrary, it is touted as one of the largest academic specialty councils in chiropractic.
There also doesn’t appear to be a financial need on the part of the ACA, whose recent financial reports show income of close to $4 million and assets of around $8 million. The NNS/CON’s purported monetary assets are only about $200,000.
Look for updates regarding this unfortunate event as they become available.
