CONSTITUTION & BYLAWS
The Worcester
Guild,
a chartered guild of the Catholic Medical
Association
Constitution
and Bylaws
As Adopted April 16, 2009.
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.