CONSTITUTION & BYLAWS (provisional)

The Worcester Guild, a chartered guild of the Catholic Medical Association

Constitution and Bylaws

As Adopted November 28, 2007 on an interim basis
pending approval at the Annual Meeting.

Article 1 – NAME

This organization shall be known as the Worcester Guild of the Catholic Medical Association, a Chartered Guild of the Catholic Medical Association (hereinafter “Guild”).

Article 2 – PURPOSE

The Guild is organized and shall be operated exclusively for religious, charitable, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or a related section of a successor statute (hereinafter "Code"), including:
1. To uphold the principles of the Catholic faith and morality as related to the science and practice of medicine.
2. To cooperate in leading the Christian Community, especially with the particular medical expertise and experience of Catholic physicians, to understand, develop, and apply the principles of Catholic faith and morality to the science and practice of medicine.
3. To lead the Christian community in the work of communicating Catholic Medical Ethics to the medical profession and the community-at-large.
4. To uphold Catholic hospitals in the application of Catholic moral principles in medical practice.
5. To enable Catholic physicians to know one another better and to work together with deeper mutual support and understanding.

All activities of the Guild shall be conducted in accordance with and in submission to the teaching authority of the magisterium of the Catholic Church.

The property of this Guild is irrevocably dedicated to religious, charitable, and educational purposes, and no part of the net earnings of the Guild shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Guild shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Guild and to make payments and distributions in furtherance of the purposes set forth in these Articles. No substantial part of the activities of the Guild shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Guild 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 Guild shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Code or by a organization, contributions to which are deductible under section 170(c)(2) of the Code, or the corresponding section of any future Federal tax code.

Upon dissolution of the Guild, the Board of Directors shall, after paying or making provision for payment of all the liabilities of the Guild, dispose of all of the assets of the Guild exclusively for the purposes of the organization to an organization of the Catholic Church that at the time qualifies as tax-exempt under Section 501(c)(3) of the Code, and if this is not possible, in such manner, or to such organization or organizations organized and operated exclusively for religious, charitable, or educational purposes as shall at the time qualify as tax- exempt under Section 501(c)(3) of the Code, as the Guild’s Board of Directors shall determine.

Article 3 – MEMBERSHIP

Section 3.1 Qualifications for Voting Members. To qualify as a voting member of the Guild, an individual must:
1. Subscribe in writing to the Guild Purposes as set forth in Article 2 above;
2. Be licensed as an MD, DO, DDS, or DMD;
3. Pay annual dues as set from time to time by the Board of Directors;
4. Be a resident or work in the Diocese of Worcester, Massachusetts.
The procedures for approval and admission of voting members shall be established by the Board of Directors from time to time.

Section 3.2 Annual Meeting. An annual meeting of the Guild members shall be held at a time and place set by the Board of Directors for the election of officers and the transaction of such other business as determined by the Board of Directors may properly come before the members.

Section 3.3 Special Meetings. Special meetings of the Guild members may be called by the Board of Directors.

Section 3.4 Notice. Regular and special meetings of the Guild members may be held at such time and place as shall be determined by the Board of Directors. Written notice (facsimile transmission, email, or mail) of each meeting of the Guild members shall be given by or at the direction of the President or Secretary, or persons calling the meeting, to each member of record entitled to vote at such meeting at the time notice is given. Such notice shall be given not less than 10 and no more than 60 days before the date of the meeting (unless another period of notice is required by law), stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

Section 3.5 Waiver of Notice. Whenever any notice of the meetings of the members is required to be given by statute or by these Bylaws, a written waiver of notice signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance at a meeting by a person entitled to notice shall constitute a waiver of proper notice of such meeting, except where attendance is for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Section 3.6 Quorum and Proxy Voting. Members holding a majority of the votes entitled to be cast on a matter and represented in person, shall constitute a quorum at a meeting of the Guild members. Proxy voting is not permitted.

Section 3.7 Voting by mail. Any action which may be taken at any regular or special meeting of members, including election of Directors, may be conducted by mail/email. In any action conducted by mail/email, the written ballot of every member shall be solicited, and the ballots shall indicate the time by which the ballot must be returned to be counted. Approval by written ballot pursuant to this section shall be valid only when the number of ballots cast on or before the time the ballot must be returned equals or exceeds the quorum required to be present at a meeting authorizing the action.

Section 3.8 Nonvoting Members and Associates. The Guild may have Nonvoting Members and Associates, the classes, qualifications, and admission of which shall be determined by the Board of Directors from time to time. Nonvoting Members and Associates shall have no governance authority, but shall have such rights and obligations as are determined by the Board of Directors from time to time.

Article 4 – BOARD OF DIRECTORS

Section 4.1 Powers. The property, affairs, and business of the Guild shall be managed by its Board of Directors, which shall exercise all such powers of the Guild and do all such lawful acts and things that are not prohibited by statute or these Bylaws.

Section 4.2 Number, Qualifications, and Election. The Board of Directors shall consist of not less than five (5) or more than nine (9) members. One or both of the Regional Directors shall be "ex officio" members of the Board of Directors. All other Directors shall be elected by plurality vote of the voting members of the Guild. Nominations for Director positions shall be made in accordance with procedures established by the Board from time to time; however, each nominee must be (a) licensed as an MD, DO, DDS, or DMD; (b) a member in good standing of the Guild; (c) and be a member in good standing of Catholic Medical Association.

Section 4.3 Term. Other than “ex officio” members of the Board, Directors shall be elected for a term of two (2) year(s) or until their successors are elected and qualify in their stead. Directors may serve a maximum of two (2) consecutive terms, after which there must be at least a one (1) year(s) haitus before again being eligible for election.

Section 4.4 Resignation or Removal. Any Director may at any time deliver to the President of the Guild a written notice of intent to resign, which shall be effective upon acceptance by the Board. Other than “ex officio” members of the Board, any Director may be removed from the Board for cause by a two-thirds majority vote of the voting members of the Guild present at any meeting duly called and noticed for the specific purpose of removing the Director, and at which a quorum is present. A Director may only be removed at a meeting called for the purpose of removing him. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the Director. In the event the office of any Director(s) becomes vacant as a result of removal by the Guild members, the Guild members shall elect a successor(s) to serve the remaining term(s).

Section 4.5 Vacancy. If the office of any Director(s) becomes vacant other than by removal by the Guild members, the remaining Directors, though less than the minimum number required by Section 4.2 of these Bylaws or less than the required quorum, are authorized to meet for the purpose of electing a successor or successors to serve until the next election of Directors by Guild members.

Section 4.6 Transactions with Interested Directors. If either of the conditions in Sections 4.6.1 or 4.6.2 below are met, no contract or other transaction between the Guild and one or more of its Directors or Officers -- or between any other corporation, firm, association, or entity of which one or more of its directors, officers, or trustees are also Directors or Officers of the Guild, or in which entity a Director has a financial interest ("Common Director")-- shall be either void or voidable for any of the following reasons: (1) because of a direct or indirect interest; (2) because such Directors or Officers are present at the meeting of the Board of Directors (or a committee thereof) which authorizes, approves, or ratifies such contract or transaction; or, (3) because his or their votes are counted for such purpose.
4.6.1 The material facts of the transaction and the Director's or Officer’s
relationship or interest are disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or

4.6.2 The contract or transaction is fair and reasonable to the Guild.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors (or a committee thereof) which authorizes, approves, or ratifies such contract or transaction.

Section 4.7 Conflicts of Interest Policy. The Board shall adopt a Conflicts of Interest Policy that will provide for full disclosure of material conflicting interests by Board members, officers, senior management, and employees and permit the Board to determine whether the contemplated transaction may be authorized as just, fair, and reasonable as to the Guild.

Section 4.8 Compensation of Directors. Whether or not employed by the Guild for other purposes, Directors and members of any committee of the Board of Directors shall for their Director duties be regarded as volunteers and serve without compensation for those duties, though they may be entitled to reimbursement for any reasonable expenses incurred on behalf of the Guild as determined by the Board. Any Director barred from receiving compensation under these provisions shall not be barred from serving the Guild in any other capacity and receiving reasonable compensation for such other services.

Article 5 – MEETINGS OF THE BOARD OF DIRECTORS

Section 5.1 Notice. Regular and special meetings of the Board may be held at such time and place as shall be determined by the Board. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held upon at least two (2) days notice at the call of the President or any two Directors.

Section 5.2 Waiver of Notice. Whenever any notice of the meetings of the Board is required to be given under the provisions of the statutes or by these Bylaws, a written waiver of notice signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance at a meeting by a person entitled to notice shall constitute a waiver of proper notice of such meeting, except where attendance is for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Section 5.3 Quorum. The presence of a majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business and, except as may be otherwise specifically provided by statute or by these Bylaws, the act of a majority of the Directors present and voting at a duly constituted meeting of the Board shall be the act of the Board of Directors.

Section 5.4 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or by a committee thereof may be taken without a meeting, provided a written consent setting forth the action so taken is signed by all the members of the Board or of the committee, as the case may be, and is filed with the minutes of proceedings of the Board or the committee.

Section 5.5 Participation by Conference Telephone. Members of the Board of Directors or of any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can contemporaneously communicate with each other. Participation by such means shall constitute presence in person at such meeting. When such a meeting is conducted by means of a conference telephone or similar communications equipment, a written record shall be made of the action taken at such meeting, noting participation of those who participated by means of such communications equipment.

Article 6 OFFICERS

Section 6.1 Positions, Qualifications, and Election. The officers of the Guild shall be a President, Vice-President, and Secretary/Treasurer. The officers must be voting members in good standing of the Guild. Officers shall be elected by the Board of Directors. The Board of Directors may also appoint one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 6.2 Term of Office. The officers shall hold office for a term of one (1) year or until their successors are chosen and qualify, or until death, resignation, or removal. If any office becomes vacant for any reason, the vacancy shall be filled for the unexpired portion of the term by the Board of Directors. In the case of absence or disability of an officer of the Guild, or in any other case that the Board of Directors may deem sufficient reason therefor, the Board of Directors may delegate for the time being any or all of the powers or duties of any officer to any other officer, Director, or any other person.

Section 6.3 Resignation or Removal. Any officer may at any time deliver a written notice of intent to resign to the President of the Guild which shall be effective upon acceptance by the Board. Any officer appointed by the Board of Directors may be removed with or without cause by the Board at a meeting duly called. The removal of an officer without cause shall be without prejudice to his contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Section 6.4 The President. The President shall, if present, preside at all meetings of the Board of Directors and the members, and shall perform such duties and assume such responsibilities as from time to time may be assigned by the Board.

Section 6.5 The Vice President. If the Board of Directors elects to fill the position, the Vice President shall, in the absence or disability of the President, or upon delegation by the President or Board, perform the duties and exercise the powers of the President, or such of them as may be so delegated, and shall perform such other duties or exercise such powers as the Board of Directors shall prescribe.

Section 6.6 The Secretary. The Secretary, or an Assistant Secretary, shall attend all meetings of the members and Board and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, such notice as is required of all meetings of the Board of Directors and members, and shall perform such other duties as may be prescribed by the Board of Directors, or President.

Section 6.7 Assistant Secretaries. If the Board of Directors elects to fill the position, any Assistant Secretary shall, in the absence or disability of the Secretary or as prescribed by the Board of Directors or President, perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Board of Directors shall prescribe.

Section 6.8 The Treasurer. Except as the Board of Directors may otherwise determine, the Treasurer shall deliver all funds and securities of the Guild which may come into the Guild to such bank or other financial institutions or depositories as the Directors shall designate as a depository, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Guild. The Treasurer shall disburse the funds of the Guild as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Guild. If required by the Board of Directors, the Treasurer shall give the Guild a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of this office, and for the restoration to the Guild, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in possession or under the control of the Treasurer, belonging to the Guild.

Section 6.9 Assistant Treasurers. If the Board of Directors elects to fill the position, the Assistant Treasurers in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and perform such other duties as the Board of Directors shall prescribe.

Article 7 – GUILD CHAPLAIN

The Guild shall seek to obtain and maintain the assignment of a Guild Chaplain
by the Bishop of the Guild’s diocese. The Guild Chaplain shall be a priest in good standing and shall provide spiritual counsel and oversight to the Guild.

Article 8 – COMMITTEES AND ADVISORY BOARDS

The Board of Directors may create one or more committees or advisory boards and appoint members to serve on them. The committees and advisory boards shall have such powers and duties as are from time to time prescribed by the Board.

Article 9 – GENERAL ASSEMBLY DELEGATES

The Board of Directors shall annually appoint delegates to represent the Guild to the General Assembly of the Catholic Medical Association. The number of delegates appointed shall be as permitted pursuant to the Guild’s Charter Agreement with the Catholic Medical Association.

Article 10 – FISCAL MATTERS

Section 10.1 Deposits. The Board of Directors shall select from time to time banks, trust companies, or other financial institutions or depositories in which the funds of the Guild not otherwise employed shall be deposited to the credit of the Guild.

Section 10.2 Checks. All checks or demands for money and notes of the Guild shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 10.3 Fiscal Years. The Board of Directors shall have the power to fix, and from time to time to change, the fiscal year of the Guild. Unless otherwise fixed by the Board, the fiscal year shall be the calendar year.

Section 10.4 Loans to Directors and Officers Prohibited. No loans shall be made by the Guild to any of its Directors or officers. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the Guild for the amount of such loan plus interest, plus collection expenses until it is repaid.

Section 10.5 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Guild, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Guild. Such authority may be general or confined to specific instances.

Section 10.6 Gifts and Contributions. The Board of Directors may accept on behalf of the Guild any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Guild. However, no gift or grant will be accepted if it contains material conditions which would restrict or violate any of the exempt purposes of the Guild or if it would require serving a private as opposed to public interest.

Section 10.7 Endowments. The Board of Directors may establish on behalf of the Guild any endowments for the general purposes or for any special purpose of the Guild.

Article 11 – AMENDMENTS

The Constitution and Bylaws of this Guild may be amended, repealed, or added to, or new Bylaws may be adopted, by a two-thirds majority vote of the Board of Directors present at any regular or special meeting of the Board duly called for that purpose, and a two-thirds majority vote of the voting members present at any regular or special meeting of the members duly called for that purpose.