Bylaws

Bylaws

Language

  • 1.1 English shall be the official language of the Society.

Mission

  • 2.1Promote the exchange of clinical experience, scientific thought and investigation among gynaecologists, endocrinologists, scientists, biologists and other qualified persons interested in endometriosis.
  • 2.2Foster research in endometriosis pathogenesis and treatment.
  • 2.3 Disseminate information about endometriosis.
  • 2.4 Encourage and support collaboration among national and international societies interested in endometriosis .
  • 2.5 Organise the World Congresses on Endometriosis.

Office and Seal

  • 3.1 The head office of the Society shall be located in Canada.
  • 3.2 The Society may establish such other offices and agencies elsewhere as the Council determines.
  • 3.3 The World Endometriosis Society shall have a seal in the form adopted by the Council.

Members

  • 4.1 The Society shall be composed of “Regular Members” and “Junior Members” and “Emeritus Members”
  • 4.2 Regular Members are persons working in a field related to endometriosis.
  • 4.3 Junior Members are persons in formation in a field related to endometriosis.
  • 4.4 Regular Members and Junior Members have all the rights and privileges of membership including the right to vote and to hold office. They differ only in their annual dues.
  • 4.5 Emeritus Members are persons who have retired from clinical or research practice whom the Society wishes to recognise for their exceptional contribution to the field of endometriosis. Emeritus members cannot hold office and pay no annual dues.

Suspension, expulsion and termination of membership

  • 5.1 Any Member may withdraw from the Society by delivering a written resignation to the Secretary. The resignation shall be effective on the date the resignation is received by the Secretary.
  • 5.2 Membership is automatically revoked if a member is in arrears with the payment of membership dues for more than one year.
  • 5.3 Any obligation or liability to the Society incurred or arising prior to resignation or suspension continues until such liability or obligation is discharged.
  • 5.4 The Board may, at its discretion and at any meeting, suspend for a period of time the membership of any Member or expel a Member for any reason, if the Board decides that retention of such membership is not in the best interests of the Society or in the interests of women with endometriosis.
  • 5.5 Before suspension or cancellation of membership, the Board shall give the Member an opportunity to be heard orally or in writing.
  • 5.6 The suspension or expulsion takes effect on the date determined by the Board.
  • 5.7 All membership rights and privileges cease upon the effective date of the suspension or expulsion of the Member but any liability or obligation of the Member to the Society continues until such obligation or liability has been discharged.

Fees

  • 6.1 All categories of Members except Emeritus Members shall pay an annual fee.
  • 6.2 The Board may levy additional fees to be paid by Members.
  • 6.3 The fees paid shall be determined by the Board.

Board

  • 7.1 The Society shall be managed by a Board of members of the Society. The Board shall consist of: (a) Six (6) officers: the President, the President-elect, the Immediate Past President, who during this term of office is also the WES’s nominated president of WERF, the Vice President, the Secretary, the Treasurer.
    (b) Three (3) ex officio: the Editor of the WES e-Journal, the President of the incoming World Congress on Endometriosis, the President of the most recent World Congress on Endometriosis, (c) Up to a maximum of seven (7) Representatives of Regular and Junior Members.
  • 7.2A quorum at any meeting of the Board is 50% (fifty percent). Officers, ex officio members and representatives have the right to vote.

Vacancies on the board/retiring board members

  • 8.1 A vacancy on the Board occurs if a Board Member (a) reaches the end of his/her term of office; (b) resigns by delivering a written resignation to the Secretary; (c) is removed at a special General Assembly by a majority of Members present at the Assembly. Before suspension or cancellation of membership, the Board shall give the Board Member an opportunity to be heard orally or in writing; (d) becomes mentally incompetent; (e) becomes bankrupt; or (f) dies.
  • 8.2 A vacancy on the Board occurring for any of the reasons contained in paragraph 8.1 may be filled by a majority vote of the Board, but a vacancy in the office of President-Elect shall not be filled except at a special or General Assembly of Members.
  • 8.3 A retiring Board Member shall remain in office until the dissolution of the meeting at which the retirement is accepted.

Meetings of the Board

  • 9.1 Meetings of the Board can be called either by the President, or by the Secretary, or by a majority of the board members and shall take place at least once a year, and may be held at any time and in any place to be determined by the President or, according to the circumstances, the Secretary provided that at least fourteen (14) days notice is sent to each Board Member.
  • 9.2 No error or omission in giving notice of any meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat and any Board Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
  • 9.3 If all Board Members consent generally or in respect to a particular meeting, a Board Member may participate in a meeting of the Board or of a committee of the Board by means of conference via telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Board Member participating in such a meeting by such means is deemed to be present at the meeting. Five (5) days written notice shall be given of such meeting.
  • 9.4 A resolution in writing, signed by all the Board Members entitled to vote on that resolution at a meeting of the Board or a committee of the Board, is as valid as if it had been passed at a meeting of the Board or a committee of the Board.
  • 9.5 Members of the Board may waive any notice period.

Board Members Renumeration

  • 10.1 Board Members shall serve as such without remuneration. No Board Member shall directly or indirectly receive any profit from their position. Board Members may be paid reasonable expenses incurred by them in the performance of their duties. This section shall not be construed to preclude a Board Member from serving the Society as an officer or in any other capacity and receiving remuneration for services rendered.

Powers of the Board

  • 11.1The Board may exercise all the powers of the Society except those that are required by the bylaws to be exercised by the Society at a General Assembly or special meeting.
  • 11.2Without limiting its right to manage the Society, the Board may authorise expenditures on behalf of the Society from time to time and may delegate to an officer or officers of the Society the right to employ and pay salaries to employees. The Board may authorise expenditures for the purpose of furthering the objects of the Society.
  • 11.3The Board shall take such steps as it may deem necessary to enable the Society to receive donations and benefits to further the objects of the Society.

Indemnities to Council Members and Others

  • 12.1Every Board Member and officer of the Society or other person who has undertaken or is about to undertake any liability on behalf of the Society, and their heirs, executors and administrators, and estates and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Society, from and against:(a) all costs, charges and expenses which such Board Member, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or her, or with respect to any act, deed, matter of thing whatsoever, made, done, or permitted by him or her, in or about the execution of duties of his or her office or with respect to any such liability; (b) all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.

Commitees

  • 13.1The Board may, by resolution, appoint committees setting out the terms of reference, number of Members and term of service. The Board may from time to time appoint the Members of committees. The chair of a committee may, at the request of the board, attend Board meetings to report on the progress of the committee. Each committee shall submit an annual written report to the Society.
  • 13.2Committee Members shall serve as such without remuneration but may be paid reasonable expenses incurred by them in the performance of their duties. This section shall not be construed to preclude a Board Member from serving the Society as an officer or in any other capacity and receiving remuneration for services rendered.

Officers and Representatives

  • 14.1The officers of the Society shall be those set out in paragraph 7.1 (a).
  • 14.2The President-elect, designated at the last World Congress on Endometriosis (WCE), becomes President at the end of the WCE that follows his/her nomination.
  • 14.3The Vice-president, the Treasurer and the Secretary are chosen among the Board of the Society by the President-elect. S/he should forward to the Society’s head office the choices at least six (6) months before the next WCE and the nominees their acceptation of this nomination at least three (3) months before the next WCE.
  • 14.4The Board Members, eligible for a second-term, are contacted at least three (3) months before the next WCE to enquire if they accept to serve on the Board for a second term. If they do, they are automatically re-appointed for a second term.
  • 14.5Board Members shall terminate their term on the Board at the end of the WCE:
    (a) If they have completed two (2) terms on the Board and have not been nominated as an officer; (b) If, at the beginning of the WCE, they have reached the age of seventy (70).
  • 14.6New Board members are elected by simple majority during the General Assembly, following a proposal by the Board.
  • 14.7The President-elect is elected by simple majority during the General Assembly, following a proposal by the Nomination Committee.
  • 14.8The Nomination Committee consists of the President and those Past Presidents, who are still current members of the Society, and shall determine its own procedure.
  • (a) The immediate Past President chairs the Nomination Committee and reports to the General Assembly the nomination for President-Elect for the forthcoming term. (b) No nomination can by proposed by the floor at a General Assembly.
  • 14.9A term of office is defined as the period between two World Congresses on Endometriosis. The terms of office for Officers and Representatives shall be: The President: One term – not renewable, The Vice President, the Secretary, the Treasurer: A maximum of two terms, Representatives: A maximum of two terms unless elected as an officer at which point s/he remains on the Board for the duration of his/her mandate as such.
  • 14.10Any Officer may be removed by a vote of the majority at a Board Meeting duly called to remove that Officer.

Duties of the Officers

  • 15.1The President shall call all Board meetings. The President shall preside at all Board meetings. The President shall be the official spokesperson for the Society. The President may delegate any of the foregoing responsibilities.
  • 15.2The Immediate Past President shall preside at all Board meetings and General Assemblies in the absence of the President.
  • 15.3The President-Elect chairs all Board meetings and General Assemblies in the absence of the President and of the Immediate Past President.
  • 15.4The Vice President shall perform such duties as are determined by the Board.
  • 15.5The Treasurer shall have custody of the funds and securities of the Society and shall keep full and accurate accounts of all assets and liabilities, receipts and disbursements of the Society in the books belonging to the Society and shall deposit all moneys, securities and other valuable effects of the Society in such chartered bank or trust company as may be designated by the Board from time to time. The Treasurer shall disburse the funds as may be directed by proper authority, taking vouchers for such disbursements, and shall render to the Board upon request, an accounting of all the transactions and a statement of the financial position of the corporation. The Treasurer may delegate day to day duties to the Secretary General..
  • 15.6The Secretary shall be responsible for the day to day management of the Society. The Secretary shall attend as secretary all Board meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books kept for that purpose. The Secretary shall give or cause to be given notice of all General Assemblies and Board meetings and shall be custodian of the seal of the Society. In the absence of the Secretary, the President may delegate the duties of the Secretary to another Board Officer. The Secretary may delegate the day to day management of the Society to the Secretary General.
  • 15.7Each of the seven (7) representatives shall perform such duties as their term of engagement calls for or the Board requires of them.

Secretary General

  • 16.1A Secretary General can be appointed by the Board. S/he is in charge of the daily administration of the Society and reports to the Board and the President.
  • 16.2The Secretary General is an ex-officio member of the Board but has no right to vote.

General Assembly

  • 17.1The General Assembly shall be held during the World Congress on Endometriosis. The Members may resolve that a particular meeting be held outside a World Congress on Endometriosis. The Board may have power to call, at any time, a General Assembly of the Society.
  • 17.2Twenty-five (25) Members present in person constitute a quorum at a General Assembly.
  • 17.3At the General Assembly, in addition to any other business being transacted, the following shall be presented, (a) the report of the President, (b) the report of the Secretary, (c) the report of the Treasurer, including the financial statements,(d) the report of the auditors, and (e) the appointment of auditors
  • 17.4At least fifteen (15) and not more than thirty (30) days, written notice shall be sent by e-mail to Members of the time and location of the next General Assembly.
  • 17.5A special General Assembly may be called by the President. Notice of such a meeting shall be sent by e-mail at least fourteen (14) but not more than sixty (60) days before the scheduled date set for the special General Assembly. The notice must specify the purpose of the meeting and the business to be transacted.
  • 17.6The President shall call a special General Assembly at the request of eleven (11) Board Members or thirty-five (35) Members, none of whom shall be a Board Member.
  • 17.7No business other than that which is specified in the notice may be transacted at a special meeting.

Voting

  • 18.1 At the General Assembly, votes shall be by voice or hand vote at the discretion of the Chair of the meeting unless otherwise specified in the bylaws.
  • 18.2 At any General Assembly, if a majority so requires, any question may be voted upon secret ballot.
  • 18.3 If the question is to be voted upon by secret ballot, the secretary of such a meeting shall certify the results of the balloting in writing to the President or Chair as the case may be.
  • 18.4 The Board may prescribe mail balloting for any issue, except where the bylaws requires meetings to be held.
  • 18.5 Mail ballots shall contain the question to be voted upon. A stamped addressed envelope shall be provided to Regular Members, Junior Members and Emeritus Members to return the completed ballots. The ballot shall not identify the Members. The ballot and the covering letter, if any, shall provide a deadline for the receipt of ballots by the Society. The Society shall not accept any ballots received after the deadline. The Secretary shall record the results of the balloting and provide Members with the results of the vote. The ballots shall be destroyed one (1) month after the meeting at which they are used.
  • 18.6At all meetings of Members, every question shall be determined by an absolute majority of votes, unless otherwise specifically provided for in these bylaws.

World Congress on Endometriosis

  • 19.1The Society shall have regular World Congresses on Endometriosis to be held at a time and a place determined by the Board.

Publications

  • 20.1The Board shall control the Society’s publications and their content

Borrowing Power

  • 21.1Without limiting the borrowing power of the Society as set forth in the Canada Corporations Act, the Board may from time to time, on behalf of the Society, (a) borrow money upon the credit of the Society; (b) sell or pledge bonds, debentures, notes or other evidence of indebtedness or guarantee of the Society, whether secured or unsecured; (c) to the extent permitted by the Canada Corporations Act, give a guarantee on behalf of the Society to secure performance of any future or present indebtedness, liability or obligation of any person; (d) mortgage, hypothecate, pledge, or otherwise create a security interest in all or substantially all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Society including book debts, rights, powers,franchises, and undertakings to secure any such bonds, debentures, notes or other evidence of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Society.

Amendment of Bylaws

  • 22.1Bylaws of the Society not embodied in the letters patent may be repealed or amended by any By-law enacted by an absolute majority of the Board at a meeting of the Board and sanctioned by affirmative vote of the absolute majority of Members at a meeting duly called for the purpose of considering the said bylaw, unless required otherwise by the bylaws, provided that the repeal or amendment of such bylaws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
  • 22.2Any proposal to dissolve the Society would need to be proposed to the General Assembly and accepted only upon a majority of 75% of members voting for such a proposal at two consecutive regular General Assemblies before coming into force.

Auditors

  • 23.1The Members shall, at each General Assembly, appoint an auditor to audit the accounts of the Society for reporting to the Members at the next General Assembly. The auditor shall hold office until the next General Assembly provided that the Board may fill any casual vacancy in the office of the auditor. The auditor’s fee shall be approved by Board.

Financial Year End

  • 24.1The financial year end of the Society shall be the calendar year.

Execution of Documents

  • 25.1 Contracts, documents or any instruments in writing requiring the signature of the Society shall be signed by any two of the President, the Secretary, the Treasurer, the Secretary General or other designated officer, and all contracts, documents and instruments in writing so signed are binding upon the Society without any further authorisation or formality. The Board shall have power from time to time by resolution to appoint a person or persons on behalf of the Society, to sign contracts, documents or instruments in writing. The seal of the Society, when required, may be affixed to documents, contracts and instruments in writing signed as aforesaid or by any officer appointed by resolution of the Board.

Distribution of Assets

  • 26.1If the Society enacts a bylaw authorising the Society to make an application to the Minister of Consumer and Corporate Affairs for acceptance of the surrender of the charter of the Society, the Board shall, after providing for the debts, liabilities and obligations of the Society, distribute the assets of the Society among organisations which have, in the Board’s view, purposes and objects similar to those of the Society.

Rules and Regulations

  • 27.1 The Board may prescribe such rules and regulations not inconsistent with these bylaws relating to the management and operation of the Society.

The bylaws were approved by the WES General Assembly on 13 March 2008