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