The Massachusetts Society of Thoracic SurgeonsThe Massachusetts Society of Thoracic Surgeons
 
BY-LAWS

BY-LAWS
MASSACHUSETTS SOCIETY OF THORACIC SURGEONS, INC.


Section 1. ARTICLES OF ORGANIZATION, LOCATION,

CORPORATE SEAL AND FISCAL YEAR

1.1. Articles of Organization. The name and purposes of the corporation shall be as set forth in its Articles of Organization. These By-laws, the powers of the corporation and of its members and directors and officers, and all matters concerning the conduct and regulation of the affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.

1.2. Location. The principal office of the corporation in The Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization of the corporation.

1.3. Corporate Seal. The directors may adopt and alter the seal of the corporation.

1.4. Fiscal Year. The fiscal year of the corporation shall end on September 30 in each year.

1.5. Gender. The pronouns "he" or "his", when appropriate, shall be construed to mean also "she" or "her" and the word "chairman" shall be construed to include a female.


Section 2. MEMBERS

2.1. Number, Election and Qualification. There shall be two (2) classes of members. One class shall be voting and one class shall be non-voting. Voting members shall be those persons licensed to practice medicine in the Commonwealth of Massachusetts who are certified by the American Board of Thoracic Surgery or comparable international credentialing organizations (the "Board") as thoracic and cardiovascular surgeons, in active practice, together with thoracic and cardiovascular surgeons who have retired from active practice, regardless of age, provided they are currently residing in the Commonwealth of Massachusetts. Non-voting members shall consist of thoracic surgical residents in training and Board eligible thoracic and cardiovascular surgeons who have completed a Board approved program. In addition, non-voting members shall include persons who were voting members, but are no longer residing in the Commonwealth of Massachusetts. Membership in either class shall be attained by written application and approval by the Board of Directors.

2.2. Tenure. Each member shall hold office until he sooner dies, resigns, is removed or becomes disqualified.

2.3. Dues and Assessments. All members shall pay annual dues approved by the Board of Directors. Dues are payable upon becoming a member and thereafter in October of each year. Special assessments for extraordinary reasons may be recommended by the Board of Directors but must be approved by a majority of voting members. Any member in arrears for dues or assessment for one year shall be notified in writing of the delinquency. If the member fails to pay dues within 90 days after written notification, the member shall be removed for cause in accordance with Section 5.2.

2.4. Powers and Rights. In addition to the right to elect directors as provided in Section 3.2 and such other powers and rights as are vested in them by law, the Articles of Organization or these By-laws, the members shall have such other powers and rights as the directors may designate.

2.5. Annual Meeting. The annual meeting of members shall be held on the third Saturday of September in each year (unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday) or at such other earlier or later date and time as shall be determined from time to time by the directors or by the president.

2.6. Regular Meetings. Regular meetings of the members may be held at such times as the members may determine.

2.7. Special Meetings. Special meetings of the members may be held at any time when called by the president or by the directors.

2.8. Place of Meetings. All meetings of the members shall be held at the principal office of the corporation in Massachusetts or at such other place within the United States as shall be fixed by the directors or the president.

2.9. Notice of Meetings. A written notice of each meeting of members, stating the place, date and time and the purposes of the meeting, shall be given at least seven days before the meeting to each member (whether voting or non-voting) by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, addressed to such member at his address as it appears in the records of the corporation. Whenever notice of a meeting is required, such notice need not be given to any member if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting.

2.10. Quorum. At any meeting of the members twenty-five percent of the voting members (whether present in person or by proxy or otherwise duly represented) shall constitute a quorum, except when a larger quorum is required by law, by the Articles of Organization or by these By-laws. Any meeting may be adjourned to such date or dates not more than 90 days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

2.11. Action by Vote. Each voting member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by members present in person or duly represented shall decide any question, including election to any office, unless otherwise provided by law, the Articles of Organization or these By-laws.

2.12. Action by Writing. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.

2.13. Proxies. Members may vote either in person or by written proxy dated not more than six months before the meeting named therein, which proxies shall be filed before being voted with the secretary or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.


Section 3. BOARD OF DIRECTORS

3.1. Powers. The affairs of the corporation shall be managed by the directors who shall have and may exercise all the powers of the corporation, except those powers reserved to the members by law, the Articles of Organization or these By-laws.

3.2. Number and Election. The directors shall be divided into three classes of approximately equal size, the term of one class expiring each year. At each annual meeting of the members following initial election and division of directors into three classes, the members shall fix the number of directors and shall elect for a term of three years the appropriate number of successors to the class whose term is then expiring; and they may also elect additional directors to other classes to the extent necessary to maintain approximate equality in size among classes. At any special or regular meeting the members may increase the number of directors and elect new directors to complete the number so fixed by a vote of a majority of the members then in office, or they may decrease the number of directors, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more directors. Only members of the corporation may serve as directors.

3.3. Term of Office. Each director shall hold office for the term of the class to which he is elected and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.4. Regular Meetings. The directors shall meet annually immediately following the annual meeting of the members. Other regular meetings of the directors may be held at such places and at such times as the directors may determine.

3.5. Special Meetings. Special meetings of the directors may be held at any time and at any place when called by the chairman of the board of directors (or if there be no such chairman, the president) or by two or more directors.

3.6. Notice of Meetings. Notice of the time and place of each meeting of the directors shall be given to each director by mail at least five days or by telegram at least forty-eight hours before the meeting addressed to him at his usual or last known business or residence address or in person or by telephone at least twenty-four hours before the meeting. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization or these By-laws.

3.7. Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.8. Action by Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Organization, or these By-laws.

3.9. Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.

3.10. Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, members of the board of directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.


Section 4. OFFICERS AND AGENTS

4.1. Number and Qualification. The officers of the corporation shall be a president, vice-president, treasurer, secretary and such other officers, if any, as the directors may determine. The corporation may also have such agents, if any, as the directors may appoint. An officer may but need not be a director or member. The secretary shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time. If required by the directors, any officer shall give the corporation a bond for the faithful performance of his duties in such amount and with such surety or sureties as shall be satisfactory to the directors.

4.2. Election. The president, vice-president, treasurer and secretary shall be elected annually by the directors at their first meeting following the annual meeting of the members. Other officers, if any, may be elected by the directors at any time.

4.3. Tenure. The president, vice-president, treasurer and secretary shall each hold office until the first meeting of the directors following the next annual meeting of the members and until his successor is chosen and qualified, and each other officer shall each hold office until the first meeting of the directors following the next annual meeting of the members and until his successor is chosen and qualified, and each other officer shall hold office until the first meeting of the directors following the next annual meeting of the members unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of directors.

4.4. Chairman of the Board of Directors. If a chairman of the board of directors is elected, he shall preside at all meetings of the members and directors, except as the directors shall otherwise determine, and shall have such other powers and duties as may be determined by the directors.

4.5. President and Vice Presidents. Unless the directors otherwise specify, the president shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. If no chairman of the board of directors is elected, the president shall preside at all meetings of the members and of the directors, except as the members or directors otherwise determine. The vice president, or first vice president if there are more than one, shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his inability to act. Vice presidents, if any, shall have such other duties and powers as the directors shall determine.

4.6. Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the corporation. He shall be in charge of its financial affairs, books of account, accounting records and procedures, funds, securities and valuable papers, and he shall keep full and accurate records thereof. He shall also prepare or oversee all reports and filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, and other governmental agencies. He shall have such other duties and powers as designated by the directors or the president.

4.7. Secretary. The secretary shall record and maintain records of all proceedings of the members and directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the corporation or at the office of its secretary or of its resident agent. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles of Organization and By-laws and names of all members and directors and the address of each. If the secretary is absent from any meeting of members or directors, a temporary secretary chosen at the meeting shall exercise the duties of the secretary at the meeting.


Section 5. RESIGNATIONS, REMOVALS AND VACANCIES

5.1. Resignations. Any member, director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president or the secretary or to the corporation at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.

5.2. Removals. A member may be suspended or removed with cause, including without limitation on the grounds of final disciplinary action taken against him by the Massachusetts Board of Registration, a hospital or another professional society, by a vote of the members. A director may be removed with or without cause by the vote of the members. A director may be removed with cause by the vote of a majority of the directors then in office. Any director who ceases to be a member shall be removed automatically without vote of members or directors. An officer may be removed with or without cause by the vote of a majority of the directors then in office. A member, director or officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

5.3. Vacancies. Any vacancy in the membership or in the board of directors, including a vacancy resulting from the enlargement of the board, may be filled by the members or, in the absence of member action to fill such vacancy, by the directors by vote of a majority of the directors then in office. The directors shall elect a successor if the office of the president, treasurer or secretary becomes vacant and may elect a successor if any other office becomes vacant. Each such successor shall hold office for the unexpired term and in the case of the president, treasurer and secretary until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. The members and the directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.


Section 6. EXECUTION OF PAPERS

Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the president, a vice president or the treasurer. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by the president or a vice president and the treasurer or an assistant treasurer, who may be one and the same person, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the Articles of Organization, By-laws, resolutions or votes of the corporation.


Section 7. COMPENSATION; PERSONAL LIABILITY

7.1. Compensation. Except as otherwise provided in Section 6.3, directors shall be entitled to receive for their services such amount, if any, as the members or directors may determine, which may include expenses of attendance at meetings. Members and directors shall not be precluded from serving the corporation in any other capacity and from receiving compensation for any such services.

7.2. No Personal Liability. The members, directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them form the corporation.


Section 8. AMENDMENTS

These By-laws may be altered, amended or repealed at any annual or special meeting of the members, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal or the sections to be affected thereby, by vote of the members. These By-laws may also be altered, amended or repealed by vote of a majority of the directors then in office, except with respect to any provision thereof, which by law, the Articles of Organization or these By-laws requires action by the members. Not later than the time of giving notice of the meeting of members next following the amending or repealing by the directors of any by-laws, notice thereof stating the substance of such change shall be given to all members. Any By-law so altered, amended or repealed by the directors may be further altered or amended or reinstated by the members in the above manner.



© 2019 The Massachusetts Society of Thoracic Surgeons | Privacy Policy