BYLAWS

ARTICLE I. GENERAL

SECTION 1: NAME: MASSACHUSETTS SOCIETY OF PLASTIC SURGEONS, INC. ("the Society")

SECTION 2: LOCATION. The principal office of the Society shall be located in the city or town of the President of the Society.

SECTION 3: SEAL. The seal of the Society shall be in such form as the Executive Council shall determine.

SECTION 4: OBJECTIVES. The Society is organized for charitable, scientific and educational purposes including, but not limited to. generating an increase in scientific knowledge about plastic surgery, promoting educational and research activities in the field of plastic surgery, improving the substantive and ethical standards of practice of plastic surgery, fostering and improving communication between the plastic surgeon, patient, and the general public, and providing a medium for the exchange of information, ideas, and knowledge relating to the art, science, and development of plastic surgery. The corporation may, as permitted by law, engage in any and all activities in furtherance of, related to, or incidental to these purposes which may lawfully be carried on by a corporation formed under Chapter 180 of the General Laws of Massachusetts and which are not inconsistent with the corporation's qualification as an organization described in Section 501(c*)(3) of the Internal Revenue Code or corresponding section of any future tax code.

ARTICLE II. MEMBERSHIP.

SECTION 1: GENERAL QUALIFICATIONS. Membership in the Society shall be at the invitation of Society. Membership is a privilege granted in the Society's discretion to ethical plastic surgeons with appropriate professional qualifications, who, as a condition to initial membership as well as continuing membership, are members of and comply with the code of ethics of the American Society of Plastic and Reconstructive Surgeons, Inc. (the "ASPRS"), or successor thereof. All members of the Massachusetts Society of Plastic Surgery, Inc. will be members of the ASPRS.

SECTION 2: CLASSIFICATION OF MEMBERS. Membership in the Society shall consist of five classes: 1) active, 2) emeritus, 3) candidate, 4) associate, 5) honorary.

SECTION 3: ACTIVE MEMBERS. Active members shall be plastic and reconstructive surgeons who are active members of the ASPRS, or successor thereof, and who actively practice in the Commonwealth of Massachusetts. Active members shall enjoy all privileges of membership including the right to vote and to hold office, and shall be required to pay dues and assessments. Active members shall also include all active members of the Massachusetts Society of Plastic Surgery as of September 14, 1998 (the "grandfathered active members") until such time as the grandfathered active member changes membership status, resigns, or is removed.

SECTION 4: EMERITUS MEMBERS. Emeritus members shall be former active members of the Society who have obtained the age of 65 or retired, if earlier, and who have been transferred to this category following application, by the secretary or treasurer. Emeritus members shall not have the right to vote or hold office and shall not be required to pay dues or assessments.

SECTION 5: CANDIDATE MEMBERS. Plastic and reconstructive surgeons residing in or actively practicing in the Commonwealth of Massachusetts who have completed formal training requirements for the American Board of Plastic Surgery but who have not obtained certification, and who are candidate members of the ASPRS, are eligible for candidate status. The candidate shall be eligible for election to active membership upon certification by the American Board of Plastic Surgery. Candidates are not eligible to vote or hold office. They are invited to attend scientific and business meetings of the Society upon payment of a registration fee. They shall be required to pay dues and assessments.

SECTION 6: HONORARY MEMBERS. Honorary members shall be persons who have made a significant contribution to the meetings of the Society (as a guest lecturer, panelist, or other presentation) and who are elected by a majority of the membership at any meeting. Honorary members shall not have the right to hold office and shall not be required to pay dues or assessments.

SECTION 7: ASSOCIATE MEMBERS. Associate membership will be limited to those surgeons who are certified by a specialty board other than the American Board of Plastic Surgery and who are significant contributors to the field of plastic and reconstructive surgery. Associate members are not eligible to vote or hold office. They shall be required to pay all dues and assessments.

SECTION 8: ELECTION TO MEMBERSHIP. Application for membership must be obtained for the secretary of the Society. At any ensuing meeting after the completion of application, the credentials of each applicant will be presented to the full membership and a vote will be taken for election to membership. The secretary of the Society will serve as Membership Chairman. This Chairman will request reference and/or supporting documents as deemed necessary prior to presentation of credentials at the meeting for election of membership. New members must be present at the meeting at which they are elected.

SECTION 9: RESIGNATION. Any member may resign by filing a written statement with the secretary of the Society. Resignation shall not relieve the individuals of their obligations to pay outstanding dues, assessments, or any other charges incurred prior to resignation.

SECTION 10: REMOVAL. Members may be suspended or expelled from the Society by the affirmative vote of a majority of the members present at any meeting called for that purpose and at which a quorum is present, for refusing or failing to comply with the bylaws, for lack of interest in furthering the purpose of the Society, or for other good and sufficient cause.

SECTION 11: DISCIPLINARY PROCEDURE. The Society may also expel or discipline any member for violation of the code of ethics of the ASPRS, or for any conduct detrimental to the reputation and best interests of the Society or inconsistent with its purposes. Such discipline shall require the recommendation of the Executive Council and the affirmative vote of a majority of the members of the Society present and voting at any meeting at which a quorum is present and where such discipline is considered. The member being disciplined shall have had adequate notice and fair chance of hearing with the Executive Council or their designates.

ARTICLE III. MEETINGS

SECTION 1: MEETINGS. The Society shall meet at a place and time designated by the President of the Society. Notice of the meeting shall be transmitted to all members of the Society by the secretary at least 14 days in advance of the meeting. There shall be a minimum of one annual meeting per year. This will generally be 3 or 4 total meetings of the Society per year.

SECTION 2: QUORUM. Twenty percent of the voting membership of the Society shall constitute a quorum for the transaction of business at all annual special meetings.

SECTION 3: VOTING. At every meeting of the Society each member shall be entitled to one vote. Members may vote either in person or by proxy in writing filed with the secretary of the Society. The members may also take action without a formal meeting of the members if written consent setting forth the action is executed by all members of the Society.

SECTION 4: PRESIDING MEMBER. Meetings of the members shall be presided over by the President if the President is present at the meeting. If the President is not present at the meeting, the meeting shall be called to order by the Secretary of the Society or in his absence by some other officer or member of the Society.

ARTICLE IV. GOVERNMENT.

SECTION 1: EXECUTIVE COUNCIL. The governing body of the Society shall be the Executive Council which shall supervise, control, and manage the affairs o the society. The members of the Executive Council shall be the President, Secretary, Treasurer, and immediate past president of the Society. The Executive Council shall meet at least once annually and as necessary at other times of the year. Three quarters of the membership of the Executive Council shall constitute a quorum for transaction of business at any annual or special meeting. The Executive Council may take action without a formal meeting of the members if written consent setting forth the action taken is executed by all members of the Council. Such procedure may be utilized in the discretion of the Chairman of the Executive Council.

SECTION 2: OFFICERS. The Society shall have the following officers: President, Secretary, and Treasurer. These officers shall be elected at a meeting in the third quarter of every odd calendar year and shall serve for a term of two years or until their successors have been elected or appointed. The officers shall be elected by a majority vote of the voting members of the Society present and voting at any meeting at which there is a quorum. At the request of any member of the Society a vote by written ballot will be instituted. Such officers shall take office after the close of the meeting at which they are elected.

SECTION 3: DUTIES OF OFFICERS.

PRESIDENT
1. Shall serve as President of the Society and Chairman of the Executive Council of the Society
2. With Executive Council authority shall sign all contracts and similar instruments on behalf of the Society.
3. Unless specified otherwise, shall make the necessary appointments to various committees, shall either serve as or appoint the appropriate person as delegate to the council of state societies of plastic surgeons.
SECRETARY
1. Shall serve on the Executive Council and maintain minutes of all meetings and make copies of same available to all members of the Executive Council.
2. Shall maintain records, papers, books, policy manuals, membership roster and other similar society material.
3. Shall mail all notices and carry into execution all orders, votes, and resolutions.
4. Shall handle all correspondence and perform such other duties as are customarily performed by the secretary of a similar organization.
5. Shall preside in the absence or inability of the President and will then perform all duties pertaining to that office.
6. Shall be in charge of membership recruitment.
7. Shall concurrently serve as clerk of the Society, and carry out the customary duties o a clerk.
TREASURER
1. Shall serve on the Executive Council and shall have custody of all Society monies and shall disperse same upon proper authorization.
2. Shall establish proper accounting procedures, be responsible for depositing all funds, send bills to all members for fees and dues, prepare any annual report and budget, and such other periodic financial report as the Council requests.
3. Shall supervise proper filing of annual registration and tax documents.

SECTION 4: COMMITTEES AND APPOINTED REPRESENTATIVES.

There shall be a HISTORIAN of the Society and that person will be reappointed annually by the President.
There shall be a delegate of the Society to the Council of State Societies of Plastic Surgery. This shall generally be the President of the Society or someone designated by the President.
The President shall also designate the formation of any ad hoc or standing committees and appoint the members to these committees.

ARTICLE V. FINANCES.

The initiation of fees, annual dues, and other finances of the Society shall be set by the Executive Council, subject to the approval of the majority of voting members of the Society, and payable to or by the Treasurer of the Society. The fiscal year of the Society shall be the calendar year.

ARTICLE VI. RESTRICTIONS ON ACTIVITIES

No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Society. Except to the extent permitted by the Internal Revenue Code, whether pursuant to an election under Section 501 (h) or otherwise, no substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall neither participate nor 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 bylaws, neither the Society nor any director, officer, employee, agent, or any other representative of the Society shall carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE VII. DISSOLUTION

In the event of dissolution of the Society, the Executive Council shall, after paying or making provisions for the payment of all of the liabilities of the Society to the extent assets of the Society permit, dispose of all the assets exclusively for the purposes of the Society, as the Executive Council shall determine, in such manner as required by section 501(c)(3) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue law) and in accordance with the statutes of the Commonwealth of Massachusetts.

ARTICLE VIII. CONFLICT OF INTEREST

Whenever a director or officer has a financial or personal interest in any matter coming before the Executive Council, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Society to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ARTICLE IX. AMENDMENTS.

These bylaws may be added to, amended or repealed, in whole or in part, at any annual or special meeting of the members of the Society at which a quorum is present by the affirmative vote of the majority of the members who are present at the meeting or represented by proxy, provided that written notice of the proposed changes shall be sent to all members at least 14 days prior to the meeting. Exceptions may be made only by unanimous vote of all voting members present at any meeting at which a quorum is represented. Notwithstanding the above provisions of Article V-IX, any amendment, alteration or repeal of a Bylaw by the Executive Council made pursuant to the Articles of Organization shall be valid and given full force and effect unless and until acted upon by the members.

Updated: September 2025