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Bylaws











Attenzione: apre in una nuova finestra.

 

Epigraph to the Articles
Irrevocable Principles


- The name of OESO will not change.
- The multi-disciplinary character of OESO will not change.
- The international character of OESO will not change.
- The commitments of the Officers made by OESO will not be changed.
- Since the dissection of one topic through a cohort of 5 minute answers to questions is an original, distinctive feature of OESO, this format will not change and will remain as the core of the scientific programs of the OESO Conferences.

 


Article I
Membership

Section 1: OESO shall consist of Active and Honorary members.


Section 2: Active Members

2.1    Active membership shall be open to physicians, surgeons, scientists, who have a demonstrated, continued interest in gastroenterology, and particularly in esophagology.
At the time of the General Assembly, Active members will be in charge of the election of the members of the Board of Trustees.
Active members will be eligible for membership in the Permanent Scientific Committee or participation in a Standing Committee (cf  Articles IV and V).
Active members shall benefit from a complimentary subscription to the OESO Newsletter (Article V, 4.4) reduced fees for the OESO Congresses, preferential rates for the OESO books, and priority in all activities available on the inter-university network of the OESO Foundation.

2.2    Election of Members.
The application form for membership must be accompanied by a letter describing the candidate's professional qualifications and personal motives.

2.3    The Membership Committee (cf Article V, 4.1) shall investigate the qualifications of each candidate and submit a list of those candidates recommended for membership to the Members of the OESO Permanent Scientific Committee for election at the annual Meeting.
Active members will be elected by a simple majority of the Members present. The membership of newly elected members shall become effective immediately after their election.

2.4    All candidates not recommended for active membership by the Membership Committee shall be withdrawn. However, such action shall not preclude a subsequent application for membership after a one-year interval.

2.5    Any candidate for active membership recommended by the Membership Committee, but rejected by the vote of the Permanent Scientific Committee can be proposed again for membership the following year.


Section 3: Honorary Members.
Honorary membership shall be reserved for Active members who have made significant contributions to surgery, gastroenterology, and fundamental sciences, with special interest in esophagology.
Honorary members shall be elected by the Permanent Scientific Committee upon proposal of the President of OESO.

Honorary members shall not be eligible for election or appointment to the Board of Trustees or to any offices of OESO. However, they may act in consultative capacities to any Trustee, Officer, or Committee of OESO.
Honorary members shall keep voting privileges.

Secction 4: Dues.
Active members - but not Honorary members - shall pay regular dues as recommended by the Board of Trustees and approved by vote of the General Assembly. The Board of Trustees may waive dues for individual Active members as it sees fit.
Failure to pay dues within two (2) years after billing shall become grounds for suspension or termination of membership by the Board of Trustees.
Any member dropped from OESO may be reinstated if all arrears are made up.

Section 5: Resignation - Dismissal
A member may resign at any time by filing a written resignation with the Secretary.
Any member may be disciplined for unprofessional or unethical conduct or violation of the Bylaws by vote of the Board of Trustees.


Article II
Board of Trustees
The Board of Trustees is the executive body of OESO.
Its members shall come from the Permanent Scientific Committee.
The first members of the Board of Trustees will be by right the signatories of the introductory founding document.

Section 1: Formation.

1.1    The term of the Trustees shall be for a period of two (2) years, subject to extension for two additional two (2) year periods at the most.

1.2    The Trustees shall number eleven (11) minimum.


A contractual Partner of the Organization can sit on the Board of Trustees in a consultative capacity.

Section 2
: Nominations.
Nominations for Trustees shall be made by the Nominating Committee as stipulated in Article V, 4.1.

Section 3: Election.
Election of Trustees shall take place at the annual General Assembly. A majority of votes cast shall constitute election.

Section 4: Vacancies and resignation.
Any vacancies in the Board of Trustees shall be filled, as provided in Article V, 4.1.
Any member of the Board of Trustees may resign at any time by delivering his resignation in a letter sent to the Secretary of OESO, or if the case be, to another Officer.
In the event of the death, resignation, removal from office, or extended disability of the Chairman of the Board, the President-Elect shall become Chairman of the Board.

Section 5: Powers.
All powers of the Association shall be exercised by the Board of Trustees, which may delegate to Officers and to committees such powers as are specified in these Bylaws.
The Board of Trustees shall elect the Officers from the members of the Permanent Scientific Committee.
The Board of Trustees shall sit in judgment for the review of any alleged unprofessional conduct or violation of the constitution by any member, and it alone shall have the power of investigating, hearing, and deciding innocence or guilt with due regard for the rights of the individual.

Section 6: Meetings.

6.1    The Board of Trustees shall meet each year immediately before the General Assembly.

6.2    Special meetings of the Board of Trustees may be called by the President on four (4) weeks notice. Similarly, special meetings may also be called by the President on like notice if at least four (4) Trustees submit a written request.



Article III
Officers

Section 1: The officers of OESO shall be a President, a President-Elect, a Vice-President, a Secretary, and a Treasurer, elected by the Board of Trustees.
The President, the President-Elect and the Vice-President shall serve a two (2) year term, coinciding with the Congresses of OESO.
The Secretary General, the Treasurer and the Executive Director shall serve a two (2) year, renewable term.
The term of office of the Officers may be modified according to the date of the following congress.
If need be, the presence of the Officers on the Board of Trustees can be extended for the length of time necessary to the completion of their term of office.

1.1    President.
The President shall be the Chief Executive Officer of OESO and shall perform all duties incidental to that position. He/she shall be the Chairman of the Board.
He/she may execute all instruments requiring the signature of the President and shall be an ex-officio member, with vote, of all Standing Committees.
The President of OESO may authorize any Officer or officers, in the name of and on behalf of OESO, to enter into any contract, execute any instrument, or sign checks, or other order for the payment of money notes or other endeavors of indebtedness.

The President should represent, according to a rotating process, one of the following domains: gastroenterology, surgery, or fundamental sciences.

1.2    President-Elect.
The President-Elect shall, if the President is unable, perform the duties and exercise the powers of the President.

The President-Elect should represent a domain different from that of the President.
He/she shall succeed the President.
In the event of the death, resignation, removal from office, or extended disability of the President, the President-Elect shall become President.

1.3    Vice-President.
The Vice-President, in the absence or incapacity of the President and President-Elect, shall perform the duties and exercise the powers of the President until such time that the Board of Trustees provides for election of a President and President-Elect.

The Vice-President should represent a domain different from that of the President and of the President-Elect. He/she shall succeed the President-Elect.

Election of a new Vice-President shall be organized every two (2) years, or in the event of death, resignation, removal from office, or extended disability of the Vice-President.

1.4    Secretary General.
The Secretary General shall attend all meetings of the Association and write up the ensuing minutes.
He/she shall be the custodian of the records and of the seal of OESO. The Secretary shall have authority to affix the seal to any document requiring it and attest thereto by his or her signature. The Secretary General may propose to the President to appoint an Assistant Secretary with power of signature for regular activities.
The Secretary General shall be by right member, with vote, of all Standing Committees.
In cooperation with the Officers, the Secretary General defines the general direction and the strategy of action of OESO.

1.5    Treasurer.
The Treasurer is entrusted with the funds of OESO. He/she shall receive and take custody of all securities, funds, and monies belonging to OESO. The Treasurer shall also monitor investment policy, prepare the budget and audited annual accounts to be presented to the Board of Trustees every year.
The Treasurer shall be by right President of the Finance Committee.

1.6   Executive Director
The Executive Director implements the strategy of development of the Organization as defined by the President and the Officers.
He/she calls the meetings of the Permanent Scientific Committee, of the Board of Trustees, and of the General Assembly. He/she is by right member of all Standing Committees.
He/she coordinates the activities of OESO with those of the OESO Foundation.

1.7   Deputy Executive Director
He/she is responsible for the running of the Organization in the same capacity as the Executive Director.


Section 2: Nominations.
Nominations for Officers shall be submitted to the Board of Trustees by the Nominating Committee as stipulated in Article V, 4.1.

Section 3
: Election.
Election of Officers shall take place at the annual Meeting of the Board of Trustees.

Article IV
Permanent Scientific Committee

The Permanent Scientific Committee is the distinctive characteristic of OESO.
It represents its multidisciplinary driving force.
Its members will be by right experts of the network of the OESO Foundation.

Section 1: Composition.

1.1    Members.
The Permanent Scientific Committee shall comprise no more than 85 members, elected among the Active members of OESO.
The first members of the Permanent Scientific Committee shall be named by the Founding Board of Trustees.
In addition, the Permanent Scientific Committee will comprise one additional member,
named Public Relations Officer.

1.2    Disciplines.
The members of the Permanent Scientific Committee shall be categorized among the following disciplines:
Physiology and biomechanics - Radiology - Endoscopy - Gastroenterology - Nutrition - Pharmacology - Biochemistry - Anesthesiology - Surgery - Oto-laryngology – Speech language - Pediatrics - Pathology – Basic Sciences - Molecular Biology - Oncology -Health Economics - Epidemiology and Statistical evaluations.
The list of disciplines shall remain open to other potential fields.

1.3    Board of Scientific Direction.
The Scientific Direction is assumed by a Board made up of a Chairman and up to 10 members of the Permanent Scientific Committee representing diverse disciplines, appointed by the Officers and confirmed by the Board of Trustees.          
It directs and energizes the activities of the Permanent Scientific Committee.
 It contributes to developing and organizing the scientific activities of OESO.
The term of office of the members of the Board of Scientific Direction is of two (2) years, renewable 2 times.


Section 2
: Nomination.
Nomination for members of the Permanent Scientific Committee shall be made before the annual Meeting by the Nominating Committee as stipulated in Article V, 4.1.

Section 3: Election.
The possible election of new members of the Permanent Scientific Committee shall take place at the annual Meeting of the Committee according to the following procedure:
Consecutive to a proposal by the Nominating Committee, a vote shall be cast by each of the current members of the Permanent Scientific Committee on the basis of a curriculum vitae, focused on the nominee's research carried out in the fields of esophagology.
If a nominee receives one or more negative votes, a second round of votes will be made by a Commission composed of 3 members of the Permanent Scientific Committee:
- a gastroenterologist,
- a surgeon,
- and a specialist in the candidate's field.
The function of this Commission will be to examine the case and to come to a final decision.

Section 4: Vacancies, resignation, and dismissal.
Any vacancies in the Permanent Scientific Committee shall be filled, as provided in Article V, 4.1.

Any member of the Permanent Scientific Committee no longer able to dedicate sufficient time to esophagology, and therefore unable to continue supporting the multidisciplinary activities of OESO, may resign at any time by delivering his resignation in writing a letter to the President of OESO.

In case of recognized incapacity or charges of unethical or unprofessional conduct made against a member of the Permanent Scientific Committee, dismissal may be called for by other members, according to the following procedure:
A request, cosigned by a minimal number of five (5) members, shall be sent to the President at least 30 days before the annual Meeting of the Permanent Scientific Committee.
Dismissal will require an affirmative vote of three-fourths of the members present at the annual Meeting.

Section 5: Powers

The Permanent Scientific Committee is entrusted, in cooperation with the Board of Scientific Direction, with the scientific management of OESO.


5.1    It will be responsible for the election of those candidates recommended for Active or Honorary membership by the Nominating Committee.

5.2    It will be in charge of the election of other members of the Permanent Scientific Committee, as stipulated in section 3.

5.3    It will discuss, amend, and endorse any proposal for studies which could be coordinated by OESO.

5.4    It will elect the Presidents of the Congresses, as well as the General Secretaries and the members of the Organizing Committees.

5.5    It will discuss the theme, wording of questions, topic forums and symposiums to make up the program of the OESO Congresses, as proposed by the Congresses Committee.

5.6    It will endorse the budget of the Congresses and their funding, as proposed by the Congresses and the Finance Committees.

5.7    It will approve any proposal for cooperation with other scientific Societies.

5.8    In short, the Permanent Scientific Committee will see to the fulfillment of the purposes of OESO, as expressed in Article III of the Constitution.



Article V
Standing Committees

Section 1: Purpose.
Standing Committees shall act in an advisory capacity to the Board of Trustees and to the Permanent Scientific Committee.
Their members shall be appointed by the Board of Trustees among the Active members of OESO.

Section 2: Formation.
By resolution of the Board of Trustees, Committees selected from Active members belonging or not to the Permanent Scientific Committee and consisting of three (3) or more members may be asked to supervise particular activities of OESO.
Their number is not restricted.
The Board of Trustees may establish administrative rules for the functioning of the Committees.
It may decide to recruit any specialized collaborators or employees judged necessary for the correct functioning of the Committees.

Section 3: Powers.
Each Committee shall have such powers, duties, and terms of existence as prescribed by the Board of Trustees.

Section 4: Standing Committees.
The President, the Executive Director the Deputy Executive Director and the Secretary General will be by right members of all the Standing Committees. They can give their proxy to a member of a Committee.


4.1    Membership and Nominating Committee.
The Chairman of the Membership and Nominating Committee, recommended by the President and appointed by the Board of Trustees, shall serve for a two (2) year term, renewable 3 times.
The Committee shall review all candidates proposed for membership in OESO and recommend to the Permanent Scientific Committee those candidates who meet all requirements of membership.
The Committee shall also present for election or appointment a slate of Trustees, Officers, members of the Permanent Scientific Committee or members of a Standing Committee at the annual meeting of the appropriate authorities.
The number and tenure of other members of the Committee shall be determined by the Board of Trustees upon recommendations of the Chairman.

4.2    Congresses Committee.
The Chairman of the Congresses Committee, recommended by the President and appointed by the Board of Trustees, shall serve for a two (2) year term, renewable 3 times.
The Committee shall select and arrange the questions, topic forums, symposiums and other sessions that make up the program of the biennial OESO Congresses under their specific, original format, to be proposed to the Permanent Scientific Committee.
It shall be responsible for the publication of the books following the Congresses and of parallel negotiations conducted in the name of OESO, as copyright holder.
In cooperation with the Finance Committee, it shall contribute to the fund raising and to the establishment of the budget of the OESO Congresses.
In accordance with the Board of Trustees, the Congress Committee will be able to delegate the organization of a Congress to an appropriate professional Organization.
The number and tenure of other members of the Committee shall be determined by the Board of Trustees upon recommendations of the Chairman of the Congresses Committee.

4.3    Finance Committee.
The Chairman of the Finance Committee shall be the Treasurer of OESO (Cf Article III, 1.5).
The Finance Committee shall establish and recommend to the Board of Trustees an annual budget and budget guidelines for OESO and the OESO Congresses.
The Committee shall also monitor and review fiscal performance, the annual audit, contracts, investment policy, and other matters related to the finances of OESO.
The Finance Committee may also make recommendations to the Board of Trustees concerning any initiatives to be eventually undertaken to fulfill the vocation of OESO.
The number and tenure of other members of the Committee shall be determined by the Board of Trustees upon recommendations of the Chairman of the Finance Committee.

4.4    Research Committee.
The Chairman of the Research Committee, recommended by the President and appointed by the Board of Trustees, shall serve for a two (2) year term, renewable 3 times.
The Committee shall bring to the consideration of the Permanent Scientific Committee the projects of multidisciplinary studies to be undertaken within OESO, or in cooperation with other Organizations.
It will be in charge of the publication of the OESO Newsletter, designed to keep the Members informed of the latest developments in the various fields of esophagology.
The number and tenure of other members of the Committee shall be determined by the Board of Trustees upon recommendations of the Chairman of the Research Committee.
They should represent 3 domains: gastroenterology, surgery, fundamental sciences.

4.5    Education and Informatics Committee.
The Chairman of the Education and Informatics Committee, recommended by the President and appointed by the Board of Trustees, shall serve for a two (2) year term, renewable 3 times.
The number and tenure of other members of the Committee shall be determined by the Board of Trustees upon recommendations of the Chairman of the Education and Telemedicine Committee.
The Committee shall develop and make proposals for educational programs relating to the disciplines specified in Article IV, section 1, within OESO and the OESO Foundation, or in cooperation with other Societies.


In particular, it will be responsible for the contribution of OESO in the inter-university network of the OESO Foundation in all activities designed in this Internet gastroenterology portal.

The Education and Informatics Committee shall also be in charge of the evaluation of the documents submitted by the OESO members for publication on the network of the OESO Foundation.


Article VI
Representation

A Representation of OESO shall be set up in the five continents (see Constitution, Article IV, Section 4).
It shall be headed by a General Delegate appointed by the General Assembly upon proposal of the Board of Trustees, for a three-year, renewable, term.
The number of the members of each Representation shall be determined by the General Delegate.

Article VII
Finances

Section 1: Fiscal Year.
The fiscal year corresponds to the civil year, from January 1st to December 31st of each year.

Section 2: Bank Accounts.
All funds of OESO not otherwise employed shall be deposited from time to time to the credit of OESO in such banks, or other depositories as the Board of Trustees may select.

Section 3: Annual Budget.
An annual budget shall be prepared by the Treasurer to be presented at the General Assembly.


Article VIII
Notices
When any Trustee, Officer, or member requires notice, in accordance with the provisions of the Constitution and Bylaws, it may be sent by the Secretary General by mail, fax or e-mail to the address appearing on the records of OESO.


Article IX
Amendments
These Bylaws, with the exclusion of the epigraph to the Articles, may be amended at any annual General Assembly of the members of OESO on recommendation of the Board of Trustees if a majority of all active members present vote affirmatively.