By-laws

(As Amended December 5, 1998)

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:

1. 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."
2. To welcome new Fellows of the College into the Corporation and develop better acquaintance-ship with local Fellows and with the objectives of the College.
3. To stimulate interest in the Candidate Group among surgical residents.
4. To assist in providing the residents of the area with surgical and hospital facilities of the highest ethical and professional standards.
5. To acquire real estate and personal property for educational and benevolent purposes and to borrow money for such purposes and to perform such other legal acts as may be necessary or proper to carry out the aforesaid purposes of the Corporation.

ARTICLE III – MEMBERSHIP

1. There shall be included in the organization all Fellows of the American College of Surgeons who practice within the Commonwealth of Massachusetts who desire to be members of the Chapter and who comply with its By Laws. The Chapter shall also include as non-voting affiliates members of the Candidate Group of the American College of Surgeons in the Commonwealth and Fellows retired from active practice who were former members of the Chapter. Said affiliates shall not have the right to hold office nor be obligated to pay dues.

ARTICLE IV - MEETINGS

1. 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.
2. 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.
3. 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.
4. 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

1. The Officers of the Corporation shall consist of a President, President-Elect, Secretary, Treasurer and Councilors.
2. 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 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.
3. 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 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

1. 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 President’s responsibility to promote the scientific achievements of the profession and to foster harmonious relationships throughout the membership.

1. 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.
2. 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 Charter.
3. 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.
4. 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.
5. 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.
6. 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

1. 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.
2. 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 ,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.
3. 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.
4. 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 of 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

1. 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.
2. 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)(6) 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

Upon 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 assets of the Corporation exclusively for the purposes for which the Corporation has been organized in such manner, or to such organization or organizations under the appropriate section of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Council shall determine or as shall be directed by the Supreme Judicial Court or Superior Court of the Commonwealth of Massachusetts exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

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