(As Amended December 7, 2013)ARTICLE I - Name of the Organization or Corporation
The name of this organization shall be Massachusetts Chapter of the Fellows of the American College of Surgeons.
ARTICLE II - Purposes of the Corporation
The objects and purposes of this Corporation shall be as follows:
To hold itself responsible for and to use its best efforts to attain within the Commonwealth of Massachusetts the objects of the American College of Surgeons which are "to elevate the standards of surgery, establish a standard of competency and of character for practitioners of surgery, to provide a method of granting fellowship in the organization, and to educate the public and the profession to understand that the practice of surgery calls for special training and that the surgeon elected to Fellowship in this College has had such training and is properly qualified to provide 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 III Ė MEMBERSHIP
- Classes of Members.
The Chapter shall have two classes of members: active and affiliate. The qualifications for membership in the respective classes are as follows:
(a) Active Members: Active members shall be Fellows and Associate Fellows of the American College of Surgeons residing or practicing in the Commonwealth of Massachusetts who apply for membership in the Chapter and agree to comply with its bylaws. The Chapter shall also include as non-voting members, Fellows retired from active practice who were former members of the Chapter. Said members shall not have the right to hold office nor be obligated to pay dues.
(b) Affiliate Members: Affiliate members shall be Resident, Medical Student, and Affiliate members of the American College of Surgeons residing or practicing in the Commonwealth of Massachusetts who apply for membership in the Chapter and agree to comply with its bylaws.
An application procedure for obtaining Active and Affiliate membership shall be established by the council.
ARTICLE IV - MEETINGS
- Annual Meetings. There shall be at least one annual membership meeting held in the Commonwealth of Massachusetts within the last six months of each calendar year.
- Special Meetings. Special meetings of the Corporation shall be held at the call of the President or at the call of a 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.
- Notice of Meetings. All members of the Corporation shall be notified in writing 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 By laws or articles of organization or the dissolution of the Corporation is to be considered, in which case, the notice shall so specify.
- Quorum. 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 on specific actions at the instruction of the President.
ARTICLE V - OFFICERS AND BOARD OF DIRECTORS
- The Officers of the Corporation shall consist of a President, President-Elect, Secretary, Treasurer and Councilors.
- 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 Historian, the State Trauma Chair, State Medicare Advisor, Young Surgeon Representatives, State Medical Society Representative, State Medical Society Interspecialty Committee Representative, State Cancer Commissioner and the Immediate Past President of the Chapter. The Council shall serve as the Executive Committee of the Corporation.
- The President-Elect shall be elected at the Annual Meeting by a majority vote of all members present who are entitled to vote. The President-Elect shall serve until his/her respective successor has been elected and qualified. The Secretary and the Treasurer shall be elected at different Annual Meetings 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.
ARTICLE VI - DUTIES OF OFFICERS AND BOARD OF DIRECTORS
- President. The President shall serve for a term of two years commencing on the date of the annual meeting following his/her 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 VII of these By-Laws, the President shall appoint the members of all committees. It shall be the Presidentís responsibility to promote the scientific achievements of the profession and to foster harmonious relationships throughout the membership.
- The President-Elect. The President-Elect shall preside in the absence of 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.
- Secretary. The Secretary shall record the minutes of the Annual and special meetings of the Corporation and the Council and shall present these minutes to the members of the Corporation at the Annual Meeting. The Secretary shall receive and care for all records and papers belonging to the Corporation including its Charter. The Secretary shall notify each member of the Corporation as to the time and place of each meeting and whenever possible give the program for the meeting. Following the Annual Meeting of the Chapter, the Secretary shall submit to the Department of Organization of the College a report of the activities of the Chapter.
- Treasurer. The Treasurer shall collect dues as fixed by the Council and be responsible for the safe keeping and disbursements of all funds. The Treasurer shall present a detailed statement showing the financial affairs of the Chapter at each Annual Meeting.
- 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.
- Historian. The Historian shall attend meetings of the Council and all meetings and sessions of the Chapter in official capacity but will not have voting privilege beyond that of their membership in the Chapter. The Historian is responsible for maintaining historical records of the Chapter exclusive of the minutes and financial records which are maintained by the Secretary and Treasurer respectively. The Historian will prepare a narrative summary annually for the Council and will catalog photographic records of events, elections, Presidential Addresses, banquets, luncheons, awards and awardees as appropriate.
- Vacancy. Vacancies occurring in any office of the Chapter may be filled by the President, and the individuals so appointed shall hold office until the next meeting of the Chapter.
- Quorum. Members of the Council present at a called meeting shall constitute a quorum.
ARTICLE VII - COMMITTEES
The President shall be entitled to designate committees that are deemed to be in the best interests of the Corporation. The President shall appoint members of all said committees with the exception of the Nominating Committee, which shall consist of five retired Councilors who are not eligible for reelection and the two most immediate Past Presidents of the Chapter. The President shall be empowered to assign additional functions to existing committees or to create new committees as the business of the Corporation may require, and appoint the members of such new committees.
ARTICLE VIII - CONTRACTS, LOANS, CHECKS AND DEPOSITS
- Contracts. The Council may authorize any officer or officers, agent or agents to enter into any contract or executive and deliver any instrument in the name or and on behalf of the Corporation, and such authority may be general or confined to specific instances.
- Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued on its name unless authorized by a resolution of the Council. Such authority may be general or confined to specific instances. However, no loan in excess of $1,000.00 shall be contracted unless the President first presents the loan proposal at a membership meeting and a resolution is adopted by a majority of the voting members present approving the loan.
- Checks, Drafts and Other Monetary Orders. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer or by such officer or officers, agent or agents of the Corporation as may be designated and in such manner as shall from time to time be determined by resolution of the Council.
- Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Council may select.
ARTICLE IX - 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 X - INDEMNIFICATION OF OFFICERS AND COUNCILLORS 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 XI - AMENDMENTS
- Within the limitations imposed by Section 1 of Article IV of the Charter issued by the American College of Surgeons, these By-laws may be amended by the affirmative vote of the members present at any regular or special meeting of the Corporation, provided a full statement of such proposed amendments shall have been published to the membership at least thirty (30) days in advance of the meeting.
- The Board of Regents of the American College of Surgeons shall have the right to approve any amendment to the By-laws prior to its adoption by the Corporation.
ARTICLE XII - 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 XIII - 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 XIV - 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 Corporationís 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 XV - REPEAL OF PRIOR BY-LAWS
Upon the adoption of these By-laws all previous By-laws are hereby repealed.
Amended December 6, 1980
Amended December 5, 1998
Amended December 6, 2008
Amended December 5, 2009
Amended December 7, 2013