Medical Society of Delaware Governance

October 22, 2011 was a monumental day in MSD’s history. The House of Delegates voted to adopt a proposal that changed the governance structure of the Society that had been in place for over 200 years. While the former governance structure, with a House of Delegates, Board of Trustees, and Executive Committee, served the organization well over these many years, it was time to modernize and streamline to more effectively and efficiently represent the needs and wishes of the membership and to better utilize technology. Another radical step was the agreement of the House to eliminate the corporate structure of the county medical societies, as it was apparent these organizations were not proving to be relevant to the needs of its members. With these changes, MSD has committed to demonstrate its relevance by meeting the individual needs of today’s physician leading to improved physician/member engagement in the organization.

Executive Board

The Executive Board consists of 18 members meeting routinely throughout the year (approximately ten times per year). The Board composition includes: Officers (7); AMA Representative (1); Section Representatives (3); At-Large Representatives (4); a Government Affairs Committee Representative (1); a Third Party Payer Committee Representative (1); and an MSD Holding Company Representative (1). The Executive Board oversees the Executive Director and MSD operations. MSD committees (except the Budget and Finance Committee and the Bylaws Committee) report directly to the Executive Board.  Members of the Executive Board are also members of the Council, by virtue of their seat on the Executive Board.


The Council is comprised of the current 67 seats to include: Members of the Executive Board (18); Specialty Society Representatives (24); Delaware State Medical Osteopathic Society (1); Geographic Affinity Groups (8); Hospital Medical Staff Representatives (15); and Practice Type (1). The much smaller size of the Council, as compared to the former House of Delegates composition of 350-400 members, enables the Council to meet more readily if needed and to address issues electronically if appropriate. Changes to the MSD Bylaws, approval of the ensuing year’s budget, elections, and considerations of resolutions submitted are the routine assigned responsibilities of the Council. Other issues of concern are encouraged to be brought before the Council when appropriate. The Council will convene two times each year - an Interim Meeting in the spring and an Annual Meeting in the Fall.

Conflict of Interest Policy

The Medical  Society of Delaware (MSD), its subsidiaries (MedNet and the Physician Organization Boards, MSDIS, and Health Hub), and foundations (Delaware Foundation for Medical Services and the Delaware Medical Education Foundation), with subsidiaries and foundations collectively referred to as "Affiliates," as well as the MSD Budget and Finance Committee, are each important governing bodies that include a diverse membership to represent the physicians and patients in Delaware on issues that affect the health of its citizens. 

These individuals serve in decision-making positions within these organizations and provide expertise from their respective knowledge, experience, and background, which at times may create a conflict of interest with the activities of MSD and/or Affiliates. Because these individuals are an integral part of the decision-making process for MSD and/or Affiliates, it is imperative to pro-actively identify any conflict of interest and ensure the integrity of the goals and mission of MSD and Affiliate organizations and place these above any and all personal interests.

The Conflict of Interest Policy was adopted to assist those in decision-making positions by providing guidelines for conflict resolution between personal interests and the interests of MSD and/or its Affiliates. 

Members serving on the following Boards, Committees, Affiliate organizations, etc. are required to complete and submit a Conflict of Interest Policy Annually:  MSD Council, Executive Board, MSD Holding Company Board of Directors, Budget and Finance Committee, Delaware Foundation for Medical Services Board of Directors, Delaware Medical Education Foundation Board of Directors, Health Hub Board of Directors, Medical Society of Delaware Insurance Services (MSDIS) Board of Directors, Medical Network Management Company, LLC (MedNet) Board of Directors, and the Physician Organization Boards of MedNet.

Access the fillable Conflict of Interest Form (2024)

MSD Officers

Profile PictureFull NameTitle
Robert J. Varipapa, MDPresident
Bhavin R. Dave, MDPresident-Elect
Brian J. Galinat, MD, MBAVice President
James Monihan, MDSecretary
Shalini B. Shah, MD, MPHTreasurer
Stephanie E. Guarino, MDSpeaker of the Council
Matthew J. Burday, DOImmediate Past President


Date Meeting Location
January 18, 2024
Executive Board/Holding Company
Virtual 6:00 p.m.
February 15, 2024
Executive Board
Virtual  6:00 p.m.
March 21, 2024 Executive Board
 Virtual 6:00 p.m.
April 18, 2024
Interim Council Meeting In-Person 
Smyrna Opera
6:00 p.m.
May 16, 2024 Executive Board
Virtual  6:00 p.m.
June 20, 2024 Executive Board Virtual  6:00 p.m.
July 18, 2024 Executive Board/Holding Company
MSD Office (Middletown) 
6:00 p.m.
August 2024 No Meeting

September 19, 2024 Executive Board Virtual  6:00 p.m.
October 17, 2024
Executive Board
MSD Office (Middletown) 
6:00 p.m.
November 23, 2024

Education Session

Annual Council Meeting 

MSD Holding Company
Annual Meeting

Inaugural Reception

Dover, DE

7:00 a.m. -
1:30 p.m.

6:00 p.m.

December 12, 2024 Executive Board Virtual  6:00 p.m.

Download Meeting Schedule (2024) 

The Executive Board adopted a motion at its October 19, 2023, meeting to schedule four in-person meetings during 2024 (April Interim Council Meeting, November Annual Meeting, July combined meeting of the Executive Board and Holding Company Board, and the October Executive Board meeting), with the balance of the meetings to be held virtually. Regular Executive Board/Holding Company Board meetings are held on the third Thursday of the month, except for the month of December (scheduled for the second Thursday of the month) to avoid conflicts with the holidays.