We, the undersigned natural persons, do hereby adopt the following Articles of Association for the Massachusetts State Perfusion Society starting on 1/1/2021.
A. To receive, distribute and maintain funds in accordance with the state and federal regulations governing non-profit Corporations.
B. To promote the public health, safety and welfare by supporting licensure of all perfusionists practicing within the State of Massachusetts.
C. To provide educational opportunities to Massachusetts perfusionists.
D. No part of the net earnings of the Massachusetts Society of Perfusion “MSP” shall benefit any officer or member of the Corporation. No director, officer or member shall be entitled to share in distribution of assets on dissolution of the Corporation.
A. The principal office will be located in the State of Massachusetts as designated by the directors of the Corporation.
B. The Corporation shall continuously maintain in the State of Massachusetts a registered office, and a registered agent whose office is identical with the registered office, as required by state and federal tax exemption regulations.
A. The Corporation shall consist of members who are practicing perfusionists in the State of Massachusetts. A perfusionist practicing in the State of Massachusetts shall be defined as any resident of the State of Massachusetts who practices perfusion in the State of Massachusetts or any nonresident who has been the primary perfusionist on a case in the past year in the State of Massachusetts.
B. The Corporation may consist of members who are students in the process of becoming perfusionists.
C. Per the discretion of the directors the corporation may consist of members who are or are not perfusionist practicing in and/or out of Massachusetts.
D. The directors may adopt or amend application procedures and qualifications for membership in the Corporation.
E. Membership Fees and Dues: The directors may set and change the amount of an initiation fee, if any, and the annual dues payable to the Corporation by members. The date upon which dues are payable will be determined by the directors.
D. Voting Rights: Each director shall be entitled to one vote on each matter submitted to a vote.
E. Disputes Resolution: In any dispute between directors relating to the activities of the MSP, all parties involved shall cooperate in good faith to resolve the dispute. If the parties cannot resolve the dispute, they shall cooperate to select one or more mediators to help resolve the dispute.
G. Resignation: Any director may resign from the MSP by submitting a written resignation to the president. No less than 60 days prior to cessation of directorship.
H. Reinstatement: A director may submit a written request for reinstatement of position up to 60 days if the resigned position is not taken. The directors may reinstate on any reasonable terms that the directors deem appropriate.
J. Waiver of Interest in Incorporation Property: All real and personal property, including all improvements located on the property, acquired by the MSP shall be owned by the MSP. A director shall have no interest in specific property of the MSP. Each board member hereby expressly waives the right to require partition of all or part of MSP property.
IV. Meeting of Members
A. Annual Meeting: Directors shall hold an annual business meeting. If there is an educational meeting the business meeting will be conducted at the same time and place as the educational meeting. At the annual meeting, the members shall elect directors and transact any other business that may come before the meeting. Minimum attendance for this meeting is 4 directors.
B. Special Meetings: The directors may call special meetings.
C. Place of Meetings: The directors may designate any place within the State of Massachusetts as the place of meeting for any annual meeting or for any special meeting called by the board members.
D. Notice of Meetings: Written or printed notice of any meeting, including the annual meeting, shall be delivered to each director not less than ten days before the date of the meeting. If all of the directors meet and consent to the holding of a meeting, any official action may be taken at the meeting regardless of a lack of proper notification.
G. Proxies: A director entitled to vote may vote by proxy executed in writing by the director. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
A. Management of the Corporation: The Affairs of the MSP shall be managed by the Directors.
B. Number of Directors: The primary officers of the MSP shall have 4-8 members.
C. Qualifications and Tenure of Directors: Each Director shall serve for a term of 3 years. Each Director shall hold office until their successor shall have been duly elected. Terms will be staggered so that directors will be elected each year.
D. Nomination of Directors: At any meeting at which the election of directors occurs, a voting director in good standing may nominate a person with the second of any other voting director in good standing.
E. Election of Directors: A person who meets all qualification requirements to be an officer and who has been duly nominated may be elected as a director. Directors shall be elected by the vote of the MSP directors. Directors shall be elected at the annual business meeting by a rank choice voting system. A director may be elected to succeed themselves as director. A newly elected director shall take office immediately after notification of election results.
F. Vacancies: A vacancy occurring in any office will be filled by the directors. A vacancy is filled by the affirmative vote of a majority of the remaining directors, even if it is less than a quorum of the directors. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
G. Annual Meeting: The annual business meeting of the directors shall be held in conjunction with, and at the same place as, the annual educational meeting.
H. Regular Meetings: The directors may provide for regular meetings by resolution stating the time and place of such meetings. No notice of regular meetings is required other than the resolution stating time and place.
I. Special Meetings: Special meetings of the directors may be called by or at the request of the president or any two directors. The person or persons calling a special meeting shall notify the secretary of the information to be included in the notice of the meeting. The secretary shall notify all directors of the time, place and purpose of the meeting via email with a read receipt.
K. Duties of Directors: Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. Directors shall act as fiduciaries with respect to the interests of the MSP. In acting in their official capacity as directors of this Corporation, directors shall act in good faith and take actions they reasonably believe to be in the best interests of the Corporation and that are not unlawful. In all other instances, the directors shall not take any action that they should reasonably believe would be opposed to the Corporation’s best interests or would be unlawful. A director shall not be liable if, in the exercise of ordinary care, the director acts in good faith relying on written financial and legal statements provided by an accountant or attorney retained by the Corporation.
L. Actions of Directors: The directors shall try to act by consensus. However, the vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the directors unless the act of a greater number is required by law or the bylaws. A director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the directors. A director who is represented by proxy in a vote is considered present.
M. Proxies: A director may vote by proxy executed in writing by the director. No proxy shall be valid after three months from the date of its execution.
N. Compensation: Directors may not receive salaries for their services as directors.
O. Removal of Directors: The directors may vote to remove a director at any time, only for good cause. Good cause for removal of a director shall include the unexcused failure to attend three consecutive meetings of the directors. A meeting to consider the removal of a director may be called and noticed following the procedures provided in the bylaws. The notice of the meeting shall state that the issue of possible removal of the director will be on the agenda and the notice shall state the possible cause for removal. The director shall have the right to present evidence at the meeting as to why he or she should not be removed, and the director shall have the right to be represented by an attorney at and before the meeting. At the meeting, the Corporation shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the director. A director may be removed by the affirmative vote of fifty percent of the members.
A. Daily Management of the Corporation: The daily affairs of the Corporation shall be managed by the officers.
B. Number of Officers: The primary officers of the Corporation shall be a President, a vice President a, a Secretary a Treasurer a minimum of 0 directors with a maximum of 4.
C. Qualifications and Tenure of Officers: Each officer shall serve for a term of three years. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
D. Appointment of Officers: A person who meets all qualification requirements to be an officer may be appointed as an officer by the directors.
E. President: The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the directors. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the directors, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution shall be expressly delegated by these bylaws or by statute to some other officer or agent of the Corporation.
F. Vice President: In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform any other duties assigned by the President or the directors.
G. Treasurer: The treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all of those moneys in the name of the Corporation in the banks, trust companies, or other depositories as shall be selected in accordance with the bylaws and, in general, perform all the duties incident to the office of Treasurer and other duties assigned to him by the President or by the directors. The Treasurer shall disburse the funds of the association as may be ordered by the President, the directors, or a properly authorized officer of the Corporation taking proper vouchers for the disbursements and shall render to the President and the directors at its regular meetings, an account of all transactions as Treasurer and the financial condition of the Corporation.
H. Secretary: The Secretary shall keep the minutes of the meetings of the directors, give all notices in accordance with the provisions of these bylaws or as required by law, be custodian of the Corporation records, and keep a register of the post-office address of each director. The Secretary shall also perform, in general, all duties incident to the office of Secretary and other duties assigned by the President or by the directors.
I. Directors: Directors shall work with the officers on all matters that pertain to the Corporation
VIII. Contracts, Deposits and Funds
A. Contracts: The directors may authorize any officer, officers, or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. That authority may be general or confined to specific instances.
B. Checks and Drafts: All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be approved by the Board (prior to writing) and be signed by the treasurer.
C. Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in the banks, trust companies, or other depositories as the directors select.
D. Gifts: The directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
IX. Books and Records
A. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its directors and committees and shall keep at its principal office a record giving the name and addresses of the directors. All books and records of the Corporation may be inspected by any officer or his agent or attorney for any proper purpose at any reasonable time.
X. Fiscal Year
A. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
XI. Waiver of Notice
A. Whenever any notice is required to be given under the provisions of the Articles of Incorporation or the Bylaws, a written waiver of the notice signed by the person or persons entitled to the notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of notice.
XII. Amendments to Bylaws
A. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the members present at any regular meeting or at any special meeting of the members, if at least two weeks written notice is given of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at that meeting, or by unanimous consent of the directors.
A. Every person who is or was a director, committee member, officer, employee, or agent acting on behalf of the association shall (together with the heirs, executors, and administrators of such a person) be indemnified by the Corporation against all costs, damages, and expenses asserted against, incurred by or imposed upon him in connection with or resulting from any claim, action, suit or proceeding, including criminal proceedings, to which he is made or threatened to be made a party by reason of his being or having been such director, officer, committee member, employee, or agent except in relation to matters as to which recovery shall be had against him by reason of his having been finally adjudged in such action, suit or proceeding to have been guilty of fraud in the performance of his duty as such director, officer, committee member, employee or agent. This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling any such claim, action, suit, or proceeding. In the case of a criminal action, a plea of guilty or nolo contendere or its equivalent, or after trial, shall not be deemed an adjudication that such director, officer, committee member, employee or agent is guilty of fraud in the performance of his duties, if such director, officer, committee member, employee or agent was acting in good faith in what he considered to be the best interests of the Corporation and with no reasonable cause to believe the action was illegal.
XIV. Miscellaneous Provisions
A. Legal Construction: If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws. The bylaw may be amended according to article XII A.