Macula Society By-Laws

The Macula Society By-Laws

Article 1: Membership
Article 2: Meetings and Vote of Members
Article 3: Officers
Article 4: Committees
Article 5: Amendments
Article 6: Miscellaneous

By-Laws Committee (2025-2026)
Anita Agarwal, MD (Chair)
J. Fernando Arevalo, MD
Amani A. Fawzi, MD
Vishali Gupta, MD
Julia A. Haller, MD
Gaurav K. Shah, MD
Lawrence J. Singerman, MD

Revised as of December 2025
Any further revisions after the vote at the 49th Annual Business Meeting will be posted on www.maculasociety.org

ARTICLE 1 – Membership

1.01 Classes of Membership – There shall be the following
classes of membership in this Society:
         a. Active Member
         b. Associate Member
         c. Affiliate Member
         d. Senior Member
         e. Honorary Member

1.02 Active Members – Any physician who holds a degree of Doctor of Medicine, who holds a valid and unrestricted license to practice medicine in the United States and who has been certified by the American Board of Ophthalmology, or any practicing ophthalmologist outside the United States who meets comparable requirements, may be considered eligible for membership if he/she meets the following criteria:
         a. at least one year of post-residency fellowship training with special emphasis on diseases of the posterior segment;
         b. at least three years of practice following fellowship, spending over 50 percent of the usual practice time devoted to diseases of the posterior segment;
         c. authorship, as first or corresponding author, of at least two publications on posterior segment diseases that have been published within the preceding four years in a refereed, peer reviewed journal;
         d. recommendation for membership by two active members of the Society;
         e. the Executive Committee endorses careful selection of candidates for membership to the Macula Society. However, the Credentials Committee has full discretion in weighing the merits of each application, particularly
the number and impact of scientific publications, and other criteria in making final recommendations for
membership to the society.
         f. certain candidates for membership who have made major contributions in the field of interest of the Society
may be admitted to the Society on recommendation of the Credentials Committee without fulfilling the
previously mentioned criteria.

1.03 Associate Members – Any practicing ophthalmologist outside the United States who is engaged primarily in the sphere of interest of the Society, who meets the membership criteria for active members, who is unable to
regularly attend scientific meetings of the Society, and meets the criteria as outlined in 1.02 (a) through (d). This
membership class has been closed to new members as of February 21, 1998, with all previously enrolled members
given the option of becoming active members or remaining associate members.

1.04 Affiliate Members – Affiliate membership is limited to persons other than practicing physicians whose primary interest is in the basic scientific disciplines related to the purpose of the Society. Criteria for affiliate membership is authorship of at least two publications on posterior segment diseases that have been published within the preceding four years in a refereed, peer reviewed journal.

1.05 Emeritus Members – The current Emeritus members will be grandfathered into the “Senior Member Status” and will pay half dues and are allowed to present at meetings but cannot hold committee positions or vote.

1.06 Senior Members – members of all classes who have reached the age of 70 years shall have the option to become Senior Members by notifying the Executive Committee in writing of their change in membership status. Senior members will be required to pay 50% of annual dues, are allowed to present at meetings but cannot hold committee positions or vote.

1.07 Honorary Members – Any person who has singularly distinguished him/herself in the field of macular or retinal-vascular diseases may become an honorary member upon the unanimous recommendation of the Executive Committee. This membership is awarded to the recipient for life.

1.08 Definition of Members – Unless otherwise specifically designated, the term “members” shall include active members, associate members, affiliate members, senior members and honorary members.

1.09 Voting and Holding Office in the Society – Only active members of the Society are entitled to vote on any matter or to hold any office in the Society.

1.10 Election of Members – Election of members to the Society shall be as follows:
         a. Any individual who feels that he/she may be eligible for membership may write directly for an application.
         b. The candidate for the Society must be endorsed by two active members of the Society. Active members are restricted during each voting period to endorse only one candidate for the Society. Endorsements are to be made in writing to the Credentials Committee. Restrictions on endorsements are limited to the nomination process only and not to actual voting procedure.
         c. The Credentials Committee reviews completed applications for membership before recommending nominees for election to membership. Election to membership shall be by the affirmative vote of a simple majority of ballots received when the number of ballots received is greater than 50 percent of the active voting members. If 50 percent of the active members do not vote, immediate re-balloting may be initiated by the Secretary of the Society.
         d. Nominees not elected to membership will be required to submit a new application for membership for a future cycle of his/her choosing. Applications shall not be held over for the following year.
         e. In the rare event of a concern raised by any member about the eligibility of a new member provisionally selected by the credentials committee, the matter will be fully investigated by the credentials committee and brought in front of the executive committee for final adjudication.

1.11 Rights and Privileges of Members – Associate, affiliate and honorary members shall exercise all the rights and enjoy all the privileges of active members except for the right to vote, to hold office or to membership on committees.

1.12 Fees and Assessments –Annual membership dues, scientific meeting registration fees, assessments and other fees for each class of membership shall be established annually by the Executive Committee. Annual dues shall be established based on the calendar year. The dues for a calendar year shall be payable to the Treasurer no later than December 31st for the upcoming year, in order avoid a late fee. Membership dues may not lapse two years, which then ceases eligibility to attend and present at the annual meeting. Assessments and fees shall be payable at such time or times as the Executive Committee shall determine.

1.13 Termination, Expulsion and Resignation
         a. A member who is required to pay dues, assessments, or any other fee and fails to pay by the end of the stipulated
period, shall be subject to automatic termination of his/her membership in the Society. After giving such member sixty days written notice to pay delinquencies,the Executive Committee may terminate his/her membership. A member who has been so terminated may become a new member of the Society again only by applying for membership and being elected thereto in the manner as provided in 1.10.
         b. A member (i) whose license to practice medicine or whose certificate issued by a medical board has been revoked or suspended, or (ii) who has been convicted of a felony or other crime of moral turpitude, or (iii) sanctioned by a government body having jurisdiction over such medical practice or reimbursement for provision of medical services due to reckless or intentional misconduct or (iv) a violation of law arising from fraudulent activity by or at the direction of a member, shall be subject to termination of membership in the Society. Such termination shall become effective upon sixty days written notice to the member at his or her last known address, setting forth the intention of the Society to terminate the member’s membership, the basis for the termination and the right to request a hearing as permitted in Section 1.14 b of these By-Laws. If such member requests a hearing pursuant to Section 1.14 of these By-Laws, the termination shall be held in abeyance until the hearing is concluded and the Executive Committee has rendered a final decision.
         c. Any member of any class who is not delinquent in the payment of dues or assessments may file his/her resignation in writing with the Executive Secretary, and he/she shall cease to be a member of the Society as of the date such resignation is filed.

1.14 Right of Appeal
         a. Any member given notice of termination or expulsion from the Society has the right to appeal in writing to the President or Executive Secretary. Such appeal shall be considered and acted upon by the Executive Committee.
         b. The member shall have the right to request an appearance before the Executive Committee and present evidence and argument why termination should not occur, or whether a lesser sanction should be imposed. The Executive Committee may receive additional evidence in support or opposition to termination from any other member or any employee of the Society. Notice of the hearing shall be provided to the member, in writing, at least seven days before the hearing, which hearing may be in person or by telephonic or electronic broadcast means. Any decision of the Executive Committee shall be rendered in writing, delivered to the member, and shall be final and unappealable.

ARTICLE 2 – MEETINGS AND VOTE OF MEMBERS

2.01 Annual Meeting – An annual meeting of the members of the Society shall be held each year at such place and such date as may be designated by the Executive Committee, based upon the recommendations of the Planning Committee and announced at the annual meeting of the preceding year. Later meetings may be announced at any time. The primary
purpose of such annual meetings shall be to provide forums for the presentation of scientific papers, but there shall not be less than one business session of the general membership at each annual meeting of the Society.

2.02 Scientific Sessions – Members shall be permitted to present scientific papers, approved by the Program Committee, to the membership. No scientific paper shall be excluded because it has been previously submitted for publication or published or presented elsewhere. However, the Program Committee does retain the right to reject a paper for presentation, or to designate that the submission be presented as a poster or another format, based on the relative scientific merits of the submission and the time constraints of the program. Every paper must be presented by a member of the society who is either an author or co-author of that paper. Members of the society may invite one guest per year to the scientific meeting as long as that guest is a co-author of a scientific paper to be presented by the member at the scientific meeting. Comments and question and answers following a scientific paper presentation are limited to members of the society. Non member co-authors and exhibitors are not allowed this privilege. When the society sponsors a symposium, invited speakers who are not members of the society may present papers within the forum of the symposium. These invited speakers may not, however, present papers to the society during the same meeting outside the symposium.

2.03 Special Meetings – Special meetings may be called at any time on the order of the Executive Committee or upon written application of at least ten percent of the active members. Any such special meeting shall be held at such time and place for such purposes as shall be specified in the call or application of that special meeting.

2.04 Notice – Announcement of the following annual meeting must be made no later than during the business meeting of the preceding year in question. Written notice to all members of the Society shall be made at least 60 days
preceding the annual meeting.

2.05 Order of Business – At the business session of each annual meeting of the members of the Society the order of business shall be:
         a. call to order;
         b. report of the President;
         c. report of the Secretary;
         d. report of the Executive Secretary;
         e. report of the Treasurer;
         f. reports of the respective Committee chairmen;
         g. election of officers and Committee chairmen;
         h. election of new members;
         i. unfinished business;
         j. new business;
         k. announcements and notices;
         l. adjournment to scientific session.

2.06 Scientific Session – The order of presentation of the scientific sessions shall be organized and prepared by the Program Committee and be distributed to all members as far in advance of each meeting as is practical. In addition, it will be available for distribution at the time of the scientific meeting.

2.07 Quorum – At any annual or special meeting of the Society, a quorum shall consist of not less than 50 percent of all active members entitled to vote at that meeting except as otherwise required. If a quorum is not present, those present may adjourn the meeting to a future time without notice.

2.08 Vote – If a quorum is present or represented at a meeting the affirmative vote or ballot of a majority of the active members who are present or are duly represented shall be sufficient to elect any officer, committee member, or to transact any business as provided for in the By-laws. Voting by mail by the members of the Society is permitted when authorized by the Executive Committee or the By-laws. Each active member of the Society, but no other members, shall be
entitled to one vote at any meeting of the members of the Society. Any active member not present in person at any meeting of the members may vote by an attorney named in a proxy, signed by such member and filed with the Secretary prior to the commencement of the meeting, but no proxy instrument, which is dated more than six months before the meeting specified therein shall be valid after the final adjournment of such meeting. Election of all officers and committee members by the active members shall be by open voice or hand ballot unless a secret ballot is requested by any one member of the Society present at the time of balloting. Upon request by any active member any action or other matter may also be voted on by similar ballot.

2.09 Review – The actions of the Executive Committee shall be subject to review at any annual business meeting of the Society. Any such action may either be ratified, amended, or rescinded by a majority vote of the active members
present and voting at such annual business meeting. Any item of business relating to the scope of the Society’s objective and powers may be introduced by any member under “new business” provided that the motion or resolution to be so introduced has been filed in writing with the Executive Secretary not less than thirty days prior to the annual meeting of the Society.

2.10 Rules of Order – The deliberations of the Society’s Executive Committee and all Committees shall be governed by the rules contained in the current edition of “Robert’s Rules of Order” in all cases in which they are not inconsistent with the article of incorporation, By-laws, special and standing rules, customary practices and procedures of the Society.

ARTICLE 3 – OFFICERS

3.01 Officers of the Society shall be President, President-Elect, past President, Treasurer, Secretary, Executive Secretary.

3.02 Election – Election of officers and committee chairmen shall be held at the annual business meeting of the Society and a majority vote of the active members present and voting shall be required for election to any office. Voting
shall not be cumulative, and if there are more than two candidates for one office, plurality vote of the active members present and voting shall be sufficient for election to such office.

3.03 Nominations – Prior to each annual meeting of the Society, the Executive Committee acting on the recommendation of its Nominating Committee shall nominate an active member for each vacancy which shall occur commencing with the date of the annual meeting and shall cause the names of all nominees to be included in the official notice of such annual meeting (see section 2.04). Other nominations may be made by a written petition signed by not less than five
active members and filed with the Executive Secretary not less than sixty days prior to the date of the annual meeting.

3.04 President – The President shall preside at all meetings of the Society, shall be Chairman of the Executive Committee and subject to the supervision of the Executive Committee, shall have the general management charge and control of all the affairs of the Society and shall be its chief executive officer. The President shall preside at all meetings of the members and of the committees of the Society, at which he/she shall be present. The President shall hold office for one year at which time he/she will be succeeded by the President-Elect. The President may not hold the office of President-Elect while being President.

3.05 President-Elect – The President-Elect shall assume the duties and the responsibilities of the President if his/hers office is vacated either by expiration of the term of President or for any other reason. He/she shall perform such duties as may be assigned to him/her by either the President or the Executive Committee. The term of office shall be one year.

3.06 Past President – The past President shall serve on the Executive Committee and perform such duties as may be assigned to him/her by the President or the Executive Committee. The term of office shall be one year.

3.07 Treasurer – The Treasurer shall keep or cause to be kept regular books of accounts which shall be open at all times to the inspection of any member of the Executive Committee. He/she shall report to the Executive Committee and the membership on the financial condition of the Society. The term of office shall be one year, and he/she may be re-elected for an additional one-year term.

3.08 Secretary – The Secretary shall be responsible for recording the proceedings of all business meetings of the Society as well as other required meetings. He/she shall give notice of meetings to the members and to the Executive Committee and shall perform all duties commonly incident to this office. He/she shall also be responsible for distribution of appropriate material to members of the Society. The term of office shall be one year, and he/she may be re-elected for an additional one-year term. In the event of the absence of the Secretary from any meeting of the members or the Executive Committee, the meeting may appoint a temporary Secretary to keep records and perform such other duties as the meeting may prescribe.

3.09 Executive Secretary – The Executive Secretary shall be responsible for maintaining the continuity of organization of the Society. He/she shall keep records of all communications of the Society and shall provide facilities for ongoing administration of the Society. He/she shall have the custody of all documents of title and valuable papers. The Executive Secretary shall be a member of all standing committees. His/her term of office shall be for five years, and he/she may be re-elected to this office.

3.10 Miscellaneous Duties and Powers – In addition to the foregoing specifically enumerated officers, duties and powers, the officers of the Society shall be charged with such other duties and shall have such other powers as may be delegated to them by the Executive Committee or imposed upon them by law.

3.11 Vacancies – In case a vacancy shall occur for any cause in any committee and such vacancy involves a member appointed by the President, the President may fill such vacancy by appointment. In case any vacancy shall occur, for any cause, in any Committee Chairmanship or other office, the Executive Committee may fill such vacancy by the affirmative vote of the majority of the members. Any such vacancy may also be filled by the active members at any meeting unless such vacancy shall have been previously filled by the Executive Committee. In case a vacancy may occur on any committee by a member appointed by the Committee Chairman, the Committee Chairman may appoint another committee member. Any person so elected or appointed to fill such a vacancy shall serve only until the office or committee membership would regularly be filled or until a qualified successor is chosen.

3.12 Resignation –Any committee member or officer may resign his/her Committee Chairmanship or office at any time by delivering his/her resignation in writing to the President or Executive Committee. A resignation shall be effective by receipt or upon such later date as shall be specified in the resignation and an acceptance of a resignation by the Executive Committee shall not be necessary to make it effective unless so stated in the resignation.

3.13 Restrictions – No officer of the Society may hold more than one office at any one time. Officers of the Society may hold positions as Committee Chairman concurrently with the position of officer but may only cast one vote on each Executive Committee matter.

ARTICLE 4 – COMMITTEES

4.01 Standing Committees of the Society shall consist of the
following:
         1. Executive Committee;
         2. Nominating Committee;
         3. Credentials Committee;
         4. By-laws Committee;
         5. Program Committee;
         6. Meeting Planning Committee;
         7. Research Committee;
         8. Education Endowment Committee;
         9. Finance Committee;
         10. Website Committee;
         11. Awards Committee;

Committee Chairmen will serve a three-year term and may be re-elected once. The exception is the Awards Committee Chair and the Finance Committee Chair who serve a one year term. The Young Member Representative and the International Representative have a term for two years and the AAO Representative has a three-year term.

4.02 Executive Committee – The Executive Committee shall consist of the executive officers and chairmen of the standing committees. The Executive Committee shall have the general management and control of all the powers of the Society, except such as are conferred upon other committees by these By-laws or upon the members by the law, the Articles of Incorporation, or by these By-laws. The Executive Committee may adopt such rules and regulations as necessary for the management of operation of the Society. The Executive Committee shall also retain discretionary powers to act on behalf of the Macula Society in the setting of extenuating or urgent circumstances which necessitate action before the full membership can be consulted.

4.03 Nominating Committee – The Nominating Committee shall consist of the Chairman, President, Executive Secretary, two members of the Executive Committee appointed by the Executive Secretary and two active members of the Society appointed by the Chairman. The Nominating Committee shall nominate such person for the positions as officers and committee chairmen of the Society for election by the active members. The nominated slate shall then be forwarded to the Secretary of the Society. The Chairman of the Nominating Committee and the Secretary of the Society shall send written notice of the nominations to the active members at least 60 days prior to the annual meeting, at which the officers and committee chairmen are to be elected. No Nominating Committee member shall be a candidate for Officer while participating on the Committee.

4.04 Credentials Committee – The Credentials Committee shall consist of the Chairman, the President, the Executive Secretary, and two or four active members of the Society appointed by the Chairman. The Credentials Committee shall be responsible for recommending nominees for election to membership in the Society as provided for in Article 1. Each member may write a letter of recommendation for up to two new membership applicants per year.

4.05 By-laws Committee – The By-laws Committee shall consist of the Chairman, the President, the Executive Secretary, and two or four active members of the Society appointed by the Chairman. The By-laws Committee shall be responsible for evaluating proposed amendments to the By-laws of the Society as provided for in Article 5.

4.06 Program Committee – The Program Committee shall consist of the Chairman, the President, the Executive Secretary, and two or four active members of the Society appointed by the Chairman. The Program Committee shall be responsible for planning and conducting scientific meetings, symposia and conferences held under general sponsorship of the Society.

4.07 Meeting Planning Committee – The Meeting Planning Committee shall consist of the Chairman, the President, the Executive Secretary, and two or four active members of the Society appointed by the Chairman. The Meeting Planning Committee shall be responsible for establishing the date, time and place of the annual scientific and business meeting, and for notifying the Secretary who shall then notify the membership.

4.08 Research Committee (formerly the Research and Education Committee) – The Research Committee shall consist of the Chairman, the President, the Executive Secretary and two to four active members of the society, one of whom shall be an international member, appointed by the Chairman. The Research Committee shall be responsible for reviewing all proposals for studies to be performed individually or in a collaborative fashion by members of the Society or their member institutions under the auspices of the Society. The Research Committee members will determine the Macula Society grant recipients. Active members of the Research Committee and/or the Executive Committee are not eligible to receive research funding from the Society.

4.09 Education Endowment Committee – Education Endowment Committee shall consist of the Chairman, the Research Committee Chairman, the President, the Executive Secretary and one or two other members. The Education Endowment Committee shall be responsible for fundraising for the Macula Society Endowment Fund. The Education Endowment Committee with the approval of the Executive Committee is responsible for allocating the funds raised by the Education Endowment Committee for educational activities within the Macula Society.

4.10 Finance Committee – Finance Committee shall consist of the Treasurer as Chairperson, the immediate past Treasurer, the Executive Secretary, the President and one or two other members chosen by the Chairman with four year renewable terms. This committee is responsible for the review of the Macula Society assets and allocation of investments.

4.11 Website Committee – The Website Committee shall consist of the Chairman, the President, the Executive Secretary, and two to four active members of the Society as appointed by the Chairman. The Website committee will be responsible for contact with the web designer of the Macula Society website and will work toward updating, expanding, and tailoring current and future applications so that they are consistent with the mission of the Macula Society.

4.12 Awards Committee – The Awards Committee shall consist of the Chairman (who will be the President from two years prior), the President, the Executive Secretary, the Past Chair of the Awards Committee, the Past President and the outgoing Program Committee Chairperson. The Awards Committee shall be responsible for recommending candidates for the Society’s annual awards to the Executive Committee, and for planning the presentation of such awards at the annual meeting. The program chair from two years prior will serve on the Awards Committee after their last year on the Program Committee. Members of the Executive Committee excluding the Awards Committee Chairman may nominate award recipients and are eligible for an award. Members of the Awards Committee cannot be nominated for an award. The Age limit to be considered for the Young Investigator Award is Age 50 by December 31st of the year of the meeting. Each member may only be nominated twice for an award, after which time their name is removed from consideration.
         a. A member can be nominated for one award for each year, and a maximum of two support letters. The Awards Committee can still move them to a different award, if it feels the member is a better fit.
         b. If members of the Awards Committee nominate a member, the nominating member should abstain from voting on that award.

4.13 The ‘International Committee’ is being changed to ‘International Representative’. The International Representative has a two-year term and shall be responsible for promoting the recruitment and active participation of international members and will foster collaboration between the society and other international organizations.

4.14 Ad Hoc Committees – The President and/or the Executive Committee shall have the authority to establish and appoint such special committees as deemed necessary and to confer upon each such duties and authority deemed necessary and appropriate.

4.15 Advisory Committee – The Executive Committee may invite representatives of national and international societies to meet at the discretion of either the Executive Committee or the President in order to foster cooperation among such societies and to secure advice for the Executive Committee on such matters as may be deemed necessary and
appropriate to the Society.

4.16 Vacancies – In case a vacancy shall occur for any cause in any committee, such vacancy shall be filled by appointment of the appropriate authority. Any person so elected or appointed to fill such a vacancy shall serve only until the office or committee membership would regularly be filled or until a qualified successor is chosen.

4.17 Resignation –Any committee member or officer may resign his/her committee membership or office at any time by delivering his/her resignation in writing to the President or the Executive Committee. A resignation shall be effective upon receipt or upon such later date as shall be specified in the resignation, and acceptance of the resignation by the Executive Committee shall not be necessary to make it effective unless so stated in the resignation.

4.18 Committee Meetings – The Executive Committee shall meet at such time and place as may be fixed by the members of the Executive Committee. All other committees shall meet at such time and place as may be fixed by the Chairman of the respective Committee or by direction of the President or Executive Committee.

4.19 Quorum – A majority of the members of any committee present at the committee meeting shall represent a quorum. In the absence of a quorum at any meeting, the meeting may be adjourned to a future date without further notice.

4.20 Standing Committee Members – No active member of the Society may serve on more than two standing committees at any one time except the President and Executive Secretary. If an elected officer of the Society also serves as Chairman of a standing committee, he/she may cast only one vote on Executive Committee matters.

ARTICLE 5 – AMENDMENTS

5.01 General – These By-laws and Articles of Incorporation of the Society may be amended or revised at an annual or special meeting of the members of the Society provided that:
         a. the amendment or revision is proposed by the Executive Committee or by not less than 10 percent of the active members, and
         b. the proposed amendment or revision is submitted to the By-laws Committee for consideration not less than 120 days prior to the next meeting of the Society, and
         c. notice of the proposed wording of such amendments or revisions shall have been mailed to each active member not less than 60 days prior to the meeting at which the vote is to be taken, and
         d. such amendments or revisions shall have been approved by affirmative written ballot of a majority of the active members present and voting at the meeting of the Society.

ARTICLE 6 – MISCELLANEOUS

6.01 Compensation – The Executive Committee shall be authorized and empowered to establish and pay reasonable compensation, consultant fees or other expenses for officers or other agents of the Society for services rendered on its behalf.

6.02 Fiscal Year – The fiscal year of the Society shall be the calendar year and the financial books and records shall be kept on the cash accounting basis.

6.03 Minutes of the Meetings – All minutes of annual or committee meetings of the Society and of the Executive Committee shall be approved by the Executive Committee.

6.04 Waiver of Notice – Whenever any notice is required to be given by law, the Articles of Incorporation or these By-laws, a waiver of such notice may be executed in writing by the person or persons entitled to the notice, whether before, during, or after the times stated therein, and such waivers shall cost the equivalent of receiving such notice.

6.05 Indemnification of Officers – The Executive Committee may exercise the full extent of the powers which the Society has under Ohio law, as such law exists from time to time, to indemnify directors, officers, or agents of the Society that are or were serving at its request or by its election as a member or officer of another corporation or organization. Such expenses shall include attorney’s fees, judgments, fines, amounts paid in settlement and amounts otherwise reasonably incurred. The Executive Committee may make advances against such expenses upon terms decided by it. The Executive Committee may exercise the full extent of the powers which the Society has under Ohio law, as such law exists from time to time, to purchase and maintain insurance against the risks above described on behalf of the members, officers, or agents.

6.06 Liability – Any party having claims against the Society or any officer or members of the Society may look only to the Society for redress of such claims so that individual members acting on behalf of the Society shall not be personally liable.