Minutes from the 2014 WES General Assembly

30 April 2014

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Having established that the WES General Assembly was called in accordance with the WES By-laws, WES President, Paolo Vercellini, called to order at 18.40 BRT.

# 1 – 2 (a): Reports from the president and the secretary

The WES General Assembly takes place in connection with the World Congresses on Endometriosis (WCE), and the assembly, which is therefore not annual, provides an opportunity for WES members and the WES board to meet to set priorities for the next three years.

WES President, Paolo Vercellini, proudly presented the following achievements since the last General Assembly on 6 September 2011:

#1 – 2 (b): Ratification of new board appointments

In accordance with current WES By-laws, Paolo Vercellini announced that Bernard Hedon (WCE2011 President) and Hans Evers (Past President) would be leaving the board, and that Catherine Allaire (WCE2017 President) would join the board.

Linda Giudice would succeed as President, Paolo Vercellini would become Past President, and Neil Johnson would become President Elect. The position of Vice President (VP) was not proposed and is currently left open.

The reason for the latter was explained by Professor Vercellini as a board decision, following the previous day’s meeting of the WES Board of Directors. It had been unanimously decided to move WES forward as a democratic society, where members – rather than sitting board members – can nominate and vote for the board of directors. Thus the board did not want to appoint a new VP without membership approval.

This change, however, would require a change in WES’s bylaws, and he urged the membership to allow the passing of a special resolution to allow the current board of directors to remain in place, with the exception of the above mentioned changes, and for this current of directors board to act on behalf of the membership during this transition period.

WES member Deborah Bush supported this motion, which was seconded by WES member Axel Forman. The proposal to address the special resolution was unanimously approved.

Current WES Board 2014-2017

#1 – 2 (c): Special resolution

Professor Vercellini then requested the membership to pass the following “special resolution” as read to the membership by Secretary General, Lone Hummelshoj:

Upon motion it is resolved, as a special resolution, that:

  • The directors of the Corporation are authorized and directed to make an application under section 297 of the CNCA to the Director appointed under the CNCA (the “Director”) for a Certificate of Continuance of the Corporation;
  • The directors of the Corporation are authorized and directed to take all such actions to prepare Articles of Continuance and new general operating by-laws (the “New By-laws”) for the Corporation, which comply with the CNCA.
  • The directors of the Corporation are authorized and directed to make The general operating by-law of the Corporation (as may be amended) is repealed effective on the date that the Corporation continues under the CNCA and the New By-laws are approved and will be effective on the same date;
  • Any one of the officers and directors of the Corporation is authorized to take all such actions and to execute and deliver all such documentation, including the Articles of Continuance and the Notice of Registered Office and of Directors, each in the form fixed by the Director, which are necessary or desirable for the implementation of this resolution.

Subsequent to these actions:

  1. The transition documents to be approved by the WES members by special resolution at a members’ meeting that is called in accordance with the organization’s current by-laws;
  2. The new by-laws will be approved at a WES members’ meeting called specifically for this purpose.

WES member Carlos Calhaz-Jorge supported this motion, which was seconded by WES member G David Adamson. The special resolution was unanimously approved.

#3 – 5: The report of the treasurer, audit report, and appointment of auditors

As a result of the passing of the Special Resolution and WES’s impending transition period it was proposed that the reports of the treasurer, the audit report, and the appointment of auditors was postponed until the next WES General Assembly.

There were no objections from the membership.

#6: Handover to the new WES President

Paolo Vercellini concluded the WES General Assembly by passing the baton to Linda Giudice, who commences her presidency for 2014-2017.

Professor Giudice thanked Professor Vercellini for his vision during the past three years, and congratulated him on the significant achievements his commitment to WES’s mission had afforded. She also thanked the WES Board of Directors for its unwavering support to moving the field of endometriosis forward, as well as Lone Hummelshoj for her hard work in coordinating and implementing all of these efforts.

Professor Giudice concluded the WES General Assembly by announcing that the 14th World Congress on Endometriosis will take place in Shanghai in 2020 …and reminded everyone to mark their diaries for the 13th World Congress on Endometriosis (WCE2017) in Vancouver, 17 – 20 May 2017.

#7: Any other business

There being no further business the meeting concluded at 19.00 BRT.