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MDG By-Laws
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BYLAWS OF THE MEDICAL DEVELOPMENT GROUP
(Hereinafter Referred To As “MDG”)

BYLAW ONE

MEMBERSHIP

1.     Eligibility.  Any individual who has experience or interest in the Medical Device or Medical Technology Industries is eligible to be a Member of MDG.

2.     Application.  A prospective member shall be required to submit a membership application.

3.     Definition of a Member.  An individual is considered a Member when he/she has submitted an application and paid any applicable entrance fee or membership dues.

4.     Privileges.  Membership privileges shall be determined by the Governing Board.

5.     Duration of Membership.  Membership in MDG shall be for a term of one year and can be renewed annually.

6.     Expulsion of Members.  Any Member, Officer or Director, may be suspended or expelled from MDG for good cause by a two-thirds vote of the entire Governing Board.

 

BYLAW TWO

BUSINESS MEETINGS

1.     Annual Meeting.  There shall in May of each year be an Annual Business Meeting of MDG.

2.     Order of Business.  The order of business at the Annual Meeting shall include the Election of Officers for the subsequent year(s), reports to the membership by Officers, and such other agenda items as shall be determined by the Governing Board.

3.     Special Business Meetings. Special business meetings may be called for due cause by the President.

 

BYLAW THREE

GOVERNING BOARD

1.     Duties.   The Governing Board shall have supervision for budgets and planning, strategy, oversight and direction of the affairs of the Association and shall actively prosecute the association objectives, guided by the Annual Business Plan.  It shall delegate discretion in the raising and disbursement of funds, may adopt such rules for the conduct of its business as shall be deemed advisable, and may in the execution of its powers and responsibilities authorize committees or agents to work on specific issues or items of business.  The Governing Board shall have at least four meetings per year, which shall open for attendance by any member, and shall report to the Membership on its activities at the Annual Business Meeting and at other times and in such ways as it may choose. 

2.     Composition.  The Governing Board of MDG shall consist of three Officers and Six Directors-At- Large elected by the Membership.

3.     Quorum.  A quorum of the Governing Board shall be six members.   Board Members shall be deemed in attendance if they are available via audio or video conference as well as in person.

4.     Officers.  The Officers of MDG shall be a President, a Secretary and a Treasurer.

5.     Term of Officers.   All officers shall take office on the July 1 following their election, and shall serve for a term of two years.

6.     Term of Directors At Large.   Directors-At-Large shall take office on the July 1 following their election and shall serve for a term of two years. 

 

BYLAW FOUR

ELECTIONS

1.     Voting Rights.   All Members in good standing shall be eligible to vote in the annual election of Officers and Directors.

2.     Voting Process.   The Governing Board shall be responsible for assuring that election processes and timelines are known to the membership, ballots are available in a timely manner, and methods for casting and counting ballots are in place so as to facilitate Member participation in annual elections and ensure the integrity of the registering and counting of votes.

3.     Nominating Committee.   Biannually, the President shall appoint a Nominating Committee, which shall include an Officer, two Directors-At-Large and two Members-At-Large.  The Nominating Committee shall be responsible for selecting a slate of nominees for the positions to be filled in that year’s election.    The Nominating Committee may nominate as many as two candidates for each open position.  Upon approval by the Governing Board, those nominees shall be so identified on the ballot for the election.

4.     Independent Nominations.   Any member of MDG may be nominated for an elected position by the submission of nomination papers signed by at least 25 Members in good standing for the association.

5.     Officers.  Officers to be elected biannually are the President, the Secretary and the Treasurer.   Officers shall be eligible to serve a maximum of three successive terms in the same office.

6.     Directors.   Directors shall be elected for two year terms and may serve without limit in successive terms.

7.     Chairman of the Board.  The At-large Directors shall elect a chairman from the at-large Directors by majority vote.

8.     Vacancies.   Should an Officer or Director vacancy occur, the Governing Board shall appoint a replacement to fill the term outstanding.


BYLAW FIVE

OFFICERS

1.     President.   The President shall be the chief officer of the association.   The President shall preside at the Annual Business Meeting, shall call, preside at and set the agenda for meetings of the Governing Board and such other meetings as are deemed necessary, and shall be a member ex-officio of all committees.   The President shall at his/her discretion communicate to the membership on any matters relevant to association goals, activities and programs, and shall perform all duties incident to the office.    The President shall be responsible for supervision and coordination of the work of the Association committees.

2.     Treasurer.   The Treasurer shall keep an account of all monies received and expended by the Association, shall make disbursements as authorized by the Governing Board, and shall report on the finances of the Association at the Annual Meeting and on such other occasions as the Board shall require.   All funds received by the Association shall be deposited by the Treasurer in the bank or banks approved by the Governing Board and shall be withdrawn only on the signatures of the Treasurer or President.   The Treasurer may be assisted in the performance of his/her duties, upon authorization by the Governing Board, by an appointed Assistant Treasurer.  All records in the hands of the Treasurer shall be subject to review at any time by the Governing Board and/or by agents appointed by the Governing Board.  Review of accounts by a competent agent must be performed at least annually.   At expiration of the term of office of the Treasurer, he/she shall deliver to his/her successor all books, money and other property of the Association in his/her possession.

3.     Secretary.   The Secretary shall be responsible for documenting and communicating the activities of the Association and the Governing Board, and for such other administrative responsibilities as shall be assigned by the Governing Board.  It shall be the duty of the Secretary:

  • To give notice of all meetings of the Association and its sponsored programs and events.
  • To make provisions for keeping of a record of the proceedings of all such meetings an events.
  • To conduct correspondence.

The Secretary may be assisted in the performance of his/her duties, upon authorization by the Governing Board, by an appointed Assistant Secretary.


BYLAW SIX

COMMITTEES

1.     Committees.   The Committees of the Association shall consist of the Nominating Committee, the Program Committee, and such other Committees as shall be authorized by the Governing Board and appointed by the President.

2.     Supervision.  Supervision and coordination of the work of appointing Committees shall be the responsibility of the President.

 

BYLAW SEVEN

AMENDMENTS

1.     Amendments.  These ByLaws may be amended, repealed or altered, in whole or in part, by a majority vote of the Governing Board.  

2.     Proposal.   Any member may submit a proposal for the amendment, repeal, or alteration of these ByLaws to the Governing Board.

3.     Board Vote.  All proposals considered by the Board will require two-thirds majority of the entire Governing Board for acceptance.

4.     Notice.  Approved proposals shall be communicated to the membership.

5.     Approval.   All approved amendments will be incorporated into the ByLaws effective immediately after the vote of the Governing Board.

 

BYLAW EIGHT

LIABILITIES

1.     Liabilities. Nothing in these bylaws shall constitute members of the Association as partners for any purpose. No member, officer, agent or employee shall be liable for the acts or failure to act of any other member, officer, agent or employee. Nor shall any member, officer, agent or employee be liable for his acts or failure to act under these bylaws, excepting only acts or omissions arising from his or her misfeasance

 

BYLAW NINE

FINANCES

1.     Finances. The funds of the Association shall be used, consistent with these bylaws, only to further its goals, as defined in the Articles of Association, as a not-for-profit organization.

2.     Bonding. Persons entrusted with the handling of Association funds may, at the discretion of the Governing Board, be required to furnish, at Association expense, a suitable fidelity bond.

 

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 Medical Development  Group
 POB 555
 Concord, MA 01742

 

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 MDGBoston@gmail.com

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