December 2, 2017
ARTICLE I: Name and Purpose
Section 1 – Name
The Corporation shall be known as the Massachusetts Chapter of the American College of Surgeons (hereinafter referred to as the “Chapter”).
Section 2 – Purpose
The purpose of the Chapter shall be to endeavor to attain, within the Commonwealth of Massachusetts, the objectives of the American College of Surgeons, which include (1) elevating the standards of surgery; (2) establishing a standard of competency and character for practitioners of surgery; (3) providing a method of granting membership in the organization; and (4) educating the public and the profession to understand that the practice of surgery calls for special training and that a surgeon elected to Fellowship in the College has had such training and is properly qualified to practice surgery. The purposes of the corporation are educational and charitable within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including but not limited to elevating the standards of surgery and educating the public and the profession with respect to surgical care.
ARTICLE II: Membership
Section 1—Membership Eligibility
In order to be eligible for chapter membership applicants must:
- Hold active membership with the American College of Surgeons as a Fellow, Associate Fellow, Resident, Medical Student or Affiliate
- Practice or reside within the Commonwealth of Massachusetts.
An application procedure for obtaining chapter membership may be established by the council.
Section 2—Voting and Office Holding Rights
Only members in good standing that are practicing surgeons shall be eligible to vote and hold office in the Chapter. Fellows retired from active practice do not have the right to vote or hold office and are not obligated to pay dues or reside in Massachusetts.
Section 3—Termination of Membership
Membership in the Chapter shall terminate:
- When a member ceases to be an ACS member in good standing
- Upon the receipt by the council of the written resignation of a member
- Upon the failure of a member to pay dues for a period of two consecutive years
- When a member of the Chapter moves out of Massachusetts
- Upon death.
Section 4—Reinstatement of Membership
A person whose membership in the Chapter has been terminated due to a lapse in their active membership status with the American College of Surgeons may be reinstated upon reinstatement of membership with the American College of Surgeons. A person whose membership in the Chapter has been terminated due to nonpayment of chapter dues may be reinstated upon payment of dues owed to the Chapter, if their membership is current with the ACS. Reinstatement shall be by action of the council.
ARTICLE III: Meeting of Members
Section 1 —Annual Membership Meeting
There shall be at least one annual membership meeting held in the Commonwealth of Massachusetts for the purpose of electing officers and councilors and for the transaction of such other business as may come before the meeting. If the annual meeting is not held within 12 months of the prior year’s annual meeting, the council shall cause it to be held as soon thereafter as may be convenient.
Section 2—Special Membership Meetings
Special meetings of the corporation may be called at any time either by the President, by the majority of the Council, or upon written request of at least ten percent of the total membership of the Corporation who are eligible to vote. Upon receipt of such notice, the President shall forthwith give notice and call such a special membership meeting within six (6) weeks after receipt of the request.
Section 3—Notice of Membership Meeting
All members of the Corporation shall be notified at least ten (10) days in advance of the annual meeting or of any special meeting. It shall not be required that the notice state the object of the meeting unless a change of bylaws or articles of organization or the dissolution of the Corporation is to be considered, in which case, the notice shall so specify. If notice is emailed or faxed it shall be deemed to be delivered at the time and date that the email or fax is sent. If the notice is sent via posted mailed, such notice shall be deemed to be delivered when deposited in the (name of country) mail with postage thereon prepaid, addressed to the member at his or her address as it appears on the records of the Chapter. Members are responsible for maintaining their current contact information with the Chapter and the College.
Section 4—Voting Lists
The officer having charge of the membership list of the Chapter shall before each meeting of the members provide a complete list of members entitled to vote at such meeting, arranged in alphabetical order.
Five percent (5%) of the voting members of the Corporation shall constitute a quorum to conduct business. In lieu of a quorum, the Secretary may poll the membership by mail or email on specific actions at the instruction of the President. For purposes of this section, an email transmission from an email address on record constitutes a valid write in/vote. The intent of this provision is to allow the council to use email to approve actions, as long as a quorum of council members gives consent.
Section 6—Manner of Acting
The act of a majority of the voting members present in person at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by statute, the Articles of Incorporation, or these bylaws.
Section 7—Informal Action by Membership
Any action required by statute, the Articles of Incorporation, or these bylaws to be taken at a meeting of members of the Chapter may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.
ARTICLE IV: Officers and Board of Directors
The officers of the Corporation shall consist of a President, President-Elect, Secretary, Treasurer and 15 Councilors. Only surgical members may be officers of the Chapter.
Section 2 – Council
The Council, which shall act as the Board of Directors of the Corporation, shall consist of the Officers of the Corporation, the Governors of the College residing in Massachusetts, the Regents of the College residing in Massachusetts, 15 Councilors elected by the Chapter, the Past-President, Commission on Cancer state chair residing in the area, the Chair of the State Trauma Committee, representative of the Resident and Associate Society, and representative of the Young Fellows Association as well as other positions deemed necessary by a vote of the council.
Section 3—Election and Terms
The President shall serve a two-year term, then serve two years as Past-President. The President-Elect shall be elected at the Annual Meeting by a majority vote of all members present who are entitled to vote. He/she shall serve a two year term as President-Elect, followed by a two year term as President. The Secretary and the Treasurer shall be elected at the Annual Meeting of the Chapter and shall serve for three years, or until their successors are elected and have qualified. At each Annual Meeting of the Chapter, five Councilors shall be elected to serve for a period of three years. Officers should not serve more than two consecutive terms in the same role.
A vacancy in any office of the Chapter may be filled by action of the members of the council at any meeting of the council. The individual so appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor.
Section 5 – Removal of Officers and Councilors
Any officer or councilor may be removed from office with just cause or for failure to perform duties of the office. Removal shall be by two-thirds vote of the council members present at a special meeting of the council called for that purpose. Such removal shall be effective immediately.
Section 6—Annual Council Meeting
The annual meeting of the council shall coincide with the annual meeting of the members. Should an annual meeting of the members not be held during a particular year an in-person meeting of the council must still take place.
Section 7 – Attendance
Council members shall attend all council meetings and committee meetings. Any absence must be reported to the President or to chapter staff prior to the scheduled meeting. If a member is absent for three consecutive meetings without excuse, the member’s term will be deemed expired and a vacancy will occur.
Section 8—QuorumMembers of the Council present at a called meeting shall constitute a quorum.
Section 9—Manner of Acting
The act of a majority of the members of the council present at a duly called meeting at which a quorum is present shall be the act of the council, unless the act of a greater number is required by statute, the Articles of Incorporation, or these bylaws.
Section 10—Informal Action of the Council
Any action which is required by law, the Articles of Incorporation, or these bylaws to be taken at a meeting of the council, or any other action which may be taken at a meeting of the council, may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the members of the council entitled to vote with respect to the subject matter thereof. Any such consent signed by all of the members of the council shall have the same force as a unanimous vote at a duly called and constituted meeting of the council.
ARTICLE V: Duties of Officers and Board of Directors
The President shall serve for a term of two years commencing on the date of the annual meeting following his/her two year term as President-Elect. The President shall preside at the meetings of the corporation and the Council and shall perform such other duties as customarily pertain to the office of President and as may be assigned to him by the Council. Subject to the exceptions stated in Article VI of these Bylaws, the President shall appoint the members of all committees. It shall be the President’s responsibility to promote the scientific achievements of the profession and to foster harmonious relationships throughout the membership.
The president-elect shall assist the president in the discharge of the duties of the president as the president may direct, and shall perform such other duties as from time to time may be assigned by the president or the council. In the absence of the president or in the event of the president's inability or refusal to act, the president-elect shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all of the restrictions upon the president. If the President dies, resigns, or is removed, the President-Elect shall succeed to the Presidency for the unexpired portion of the President's term of office. The President-Elect shall assume the position of President at the termination of the President's term of office.
The secretary shall (1) have charge of the membership list of the Chapter; (2) prepare before each meeting an alphabetical listing of all voting members; (3) keep minutes of the annual and special meetings of the Corporation and the Council, which should be preserved indefinitely. (Both electronic and paper copies of these documents should be kept ); (4) see that all meeting notices are duly given in accordance with statutes, the Articles of Incorporation and these bylaws; (5) be custodian of all records and papers belonging to the Corporation including its Charter and seal; (6) keep a record of the contact information of each member of the Chapter; (7) maintain a current roster of all members of the chapter and reconcile that these members are active members of the American College of Surgeons using the roster supplied by the College; (8) see that the Annual Report Form of the College is completed and returned to the Division of Member Services by the established deadline; (9) perform all duties customarily incident to the office of secretary and such other duties as from time to time may be assigned by the president or the council.
The treasurer shall be the principal accounting and financial officer of the Chapter and shall have charge of and be responsible for (1) the maintenance of adequate books of account for the Chapter; (2) shall have charge and custody of all funds and securities of the council and be responsible for the receipt and disbursement thereof; (3) shall deposit all funds and securities of the Chapter in such banks, trust companies or other depositories as shall be selected by the council; and (4) shall in general perform all of the duties customarily incident to the office of the treasurer and such other duties as from time to time may be assigned by the president or the council. If required by the council, the treasurer shall give a bond for the faithful discharge of the duties of that office in such sum and with such surety or sureties as the council shall determine the cost of any such bond or surety to be paid from the funds of the Chapter.
Section 5 – The Council
The Council will review all committee reports and make appropriate recommendations to the Chapter. The Council shall develop such policies and procedures deemed necessary for the discharge of Chapter business and shall present these to the membership at the Annual Meeting for their approval. It shall be empowered to act in the name of the Chapter between Annual Meetings.
Section 6 – ACS Governor
The Chapter Secretary is notified by ACS when there is a pending vacancy for Governor. The Chapter Secretary acquires nominations for Governor from the Council. The Council will select two individuals from the nominations—one nominee for Governor and an alternate. The nominee and alternate’s information is forwarded to the ACS by June 30. The nominations are presented to the Nominating Committee of the Fellows for review and approval, and the Chapter Secretary is notified of the selection after the Clinical Congress takes place. Governors are expected to be active members of the Chapter, attend Chapter meetings, provide an annual report to the Chapter of their activities as Governor, promote ACS Fellowship in the state, country, or region, welcome and engage new Fellows into the Chapter, and participate in the local Committee on Applicants meetings and interviews.
ARTICLE VI: Committees
Section 1—Establishment and Composition
Committees may be established by resolution of the council adopted at any duly called and constituted meeting. The size, purposes and powers of any committee shall be as provided in such resolution. Except as otherwise provided in such resolution, the president of the Chapter shall appoint the members of each committee. Any member of any committee may be removed by the president, whenever, in his or her judgment, the best interests of the Chapter shall be served by such removal.
Section 2—Term of Office
Each member of a committee shall continue as such until the next annual meeting of the council and until his or her successor is appointed or until such member's death, resignation or removal, or until the committee shall be terminated.
One member of each committee shall be appointed chair of the committee by the president of the Chapter.
Vacancies in the membership of any committee shall be filled by appointments made by the president.
Section 5—Ad-Hoc Committees
The Council may identify goals annually to provide direction and focus for the formation of ad-hoc committees to address particular issues and tasks for the Chapter. Ad-Hoc Committees may be established by the Council as needed. Once an ad-hoc committee has completed assigned tasks, it shall cease to exist. A majority of the members of each ad-hoc committee shall be council members. Membership may also include individuals from the Chapter chosen for their expertise and knowledge and concern about a specific issue or a field of endeavor.
Section 6—Quorum and Manner of Acting
Unless otherwise provided in the resolution of the council establishing a committee, the presence of a majority of the committee or the committee chair shall constitute a quorum and the act of the chair or a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the committee.
ARTICLE VII: Fiscal Year
The fiscal year of the Chapter shall begin on the first day of January and end on the last day of December of each calendar year.
ARTICLE VIII: Dues
Annual dues may be established by the Corporation in such amounts as it deems necessary to defray operating expenses. After the first year of operation, the annual dues recommended by the Corporation shall be approved by the Council at the annual meeting of the Corporation. Only dues-paying members may hold office, vote and participate in the business of the Corporation.
ARTICLE IX: Indemnification of Officers and Councilors against Liabilities and Expenses in Action
A Councilor or Officer of former Councilor or Officer of this Corporation, and his legal representative, shall be indemnified by this Corporation against liabilities, expenses, counsel fees and costs reasonably incurred by his or her estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such Council or Officer. The Corporation shall not, however, indemnify such Councilor or Officer with respect to any matters as to which he or she shall be finally adjudged in any such action, suit or proceeding to have been liable for gross negligence or criminal misconduct in the performance of his duties as such Councilor or Officer. The indemnification herein provided for, however, shall apply also in respect to any amount paid in compromise of any such action suit, proceeding or claim asserted against such Councilor or Officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Council of the Corporation shall have first approved such proposed compromise settlement and determine that the Councilor or Officer involved was not guilty of gross negligence or criminal misconduct; but in taking such action by any Councilor or Officer involved shall not be qualified to vote thereon; and if for this reason a quorum of the Council cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the President at a duly called special meeting or at a regular meeting. In determining whether or not a Councilor or Officer was guilty of gross negligence or criminal misconduct in relation to any such matters, the Council or committee appointed by the President, as the case may be, may rely conclusively upon such opinion of independent legal counsel selected by such Council or committee. Any compromise settlement authorized herein shall not be effective until submitted and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such Councilor or Officer may be lawfully entitled.
ARTICLE X: Rules of Order
The deliberations of the Corporation shall be governed by parliamentary usage as contained in Roberts' Rules of Order unless otherwise determined by a two-thirds (2/3) vote of the voting members present.
ARTICLE XI: College of Surgeons
The Chapter is a legal entity, separate and distinct from the American College of Surgeons. The American College of Surgeons is not liable for any debts or obligations of the Chapter nor is the Chapter liable for debts or obligations of the American College of Surgeons.
Neither the Chapter, nor any of its officers or members, is authorized to represent or in way bind the American College of Surgeons nor will any of them in any way hold themselves out as being so authorized.
ARTICLE XII - MISCELLANEOUS
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under the appropriate section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE XIII - DISSOLUTION
In the event of the dissolution of the Corporation, the Council shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the remaining assets of the Corporation exclusively for the purposes for which the Corporation has been organized in such manner, or to such organization organized and operated exclusively for charitable, religious, educational, literary, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)3 of the Code as the Council shall determine. Any of the Corporation’s assets not so disposed of shall be disposed of by the Court of general jurisdiction in the county in which the principal office of the Corporation is then located, exclusively for the purposes of the Corporation in such manner that qualify under Section 501(c)3 of the Code, as said Court shall determine.
ARTICLE XIV: Amendments and Repeal of Prior Bylaws
Upon adoption of these bylaws all previous bylaws are hereby repealed. These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds vote of the voting members present at the annual meeting of the Chapter, provided that written notice of the proposed change or changes shall have been given to each voting member ahead of time, in accordance with the requirements set forth in Article III. (30 days minimum is the recommended timeline.)
Note: New bylaws and amendments shall be submitted to the Division of Member Services, via Chapter Services, so as to be reviewed by Division staff. Recommendations may then be made for approval by the Board of Regents of the American College of Surgeons.
Amended December 6, 1980
Amended December 5, 1998
Amended December 6, 2008
Amended December 5, 2009
Amended December 7, 2013
Amended December 2, 2017