By Laws

BYLAWS OF THE ENDOUROLOGICAL SOCIETY

Effective as of October 26th, 2013

Click to download the PDF version of the Bylaws.

ARTICLE I

Principle and Registered Officers:

Section 1: The principle office of the corporation be at such places designated by the Board of Directors.

Section 2: The registered officers of the corporation be at such places designated by the Board of Directors.

ARTICLE II

Seal

The seal of the Corporation shall be circular in form and shall have inscribed thereon the name of the Corporation. The seal may be either an impression, written or printed.

ARTICLE III

Meeting and Members

Section 1: The Annual meeting of the members for the transaction of such business asmay properly come before the meeting maybe held at such time and place during any year asmay be directed by the Board of Directors; but in case of the absence of action by the Board ofDirectors, it shall be at the World Congress of Endourology on the1st day of the meeting.

Section 2: The Annual meeting of the delegates maybe held at such time and placeduring any year as may be directed by the Board of Directors; but in case of the absence ofaction by the Board of Directors, it shall be at the World Congress of Endourology. Actions ofthe delegates include but are not limited to election of officers and directors.

Section 3: Special meetings of the delegates shall be held at the principle office of thecorporation or at other convenient places within the continental limits of the US and/or Europe orAsia as maybe designated in the notice thereof and at such times as maybe fixed in the notice oras maybe prescribed from time to time by the Board of Directors. Such meetings maybe calledas provided in the Articles of Incorporation.

Section 4: Notice of meetings of delegates shall be given as provided in the Articles of
Incorporation.

Section 5: At all meetings of the delegates, in order to constitute a quorum for thetransaction of any business except the taking of action with respect to adjournment, there shall bepresent regular delegates constituting at least one-tenth of the delegates entitled to vote but notfewer than 10 such members, and the decision of a majority of such quorum shall be valid as acorporate act unless a larger vote is required by law, these by-laws or the certificate ofincorporation; provided, however, any action which is required to be taken, or may be taken, at ameeting of the delegates, may be taken without a meeting if consents in writing, setting forth theaction so taken, shall be signed by two-thirds of the delegates entitled to vote with respect to thesubjects matter thereof; and the secretary shall file such consents with the minutes of themeetings of the delegates. If at any duly call meeting of the delegates, there be present less thana quorum, the decision will rest with the Board of Directors.

Section 6: The Secretary General shall call to order all meetings of the delegates andunless otherwise ordered by the delegates entitled to vote shall act as chairman of such meeting.Unless presiding, the Secretary General of the corporation shall act as secretary of all meetingsof the members in which case, or in his absence, the office of presiding at any such meeting mayappoint any person to act as secretary of the meeting.

Section 7: Each country with greater than 20 dues paying members will have onedelegate. Countries exceeding 75 dues paying members will have 2 delegates and countriesexceeding 150 members will have 3 delegates (max). Delegates are selected by the affiliatesociety. If there is no affiliate society, the Executive Committee will select the delegate.Delegates must attend all WCE Meetings. Term of the delegate will be 3 years, renewable.

Article IV:

Board of Directors

Section 1: The affairs of the corporation shall be managed by the Board of Directors.The Directors shall consist of the President, President-Elect, Past-President, Secretary General,Scientific Chairman, Secretary General-Elect or Treasurer-Elect, 3 elected representatives fromEurope, 3 elected representatives for the US and Canada, 1 elected representative for Central andSouth America, 1 elected representative from the Mid-East and Africa, 3 elected representativesfrom Asia including Japan, India and Australasia and 2 members at large elected by the delegates(delegate defined as one representative from each country with more than 20 members, 2delegates from each country exceeding 75 members and 3 delegates (max) for countries exceeing150 members). The Secretary General-Elect and Treasurer-Elect shall be non-voting membersof the Board of Directors. The current Presidents of Subsocietieswill be voting members of theBoard. The Director of Education will be a voting member of the Board. Founding President,Dr. Arthur Smith, the Historian and Editors of the Journal of Endourology will serve as exofficio, non-voting members of the Board.

Section 2: The Directors shall (except as herein after provided for the filling ofvacancies) be elected at the Annual meeting of members, by the delegates; the first such electionshall take place at the Annual meeting in 2004.

Section 3: The term of the Directors shall begin at the conclusion of the Annual meetingat which they were elected and continue until the conclusion of the Annual meeting of therespective term/s for which they were elected. The President shall serve for 1 year. ThePresident-Elect shall serve for 1 year. The Secretary General will serve for a 3-year termrenewable to a maximum of 2 terms. The Scientific Chairman will serve for 2 years renewableto a maximum of 2 terms. The Treasurer will serve for a 5-year term renewable to a maximumof 2 terms. The Secretary General-Elect and Treasurer-Elect, after serving one year in thisoffice, shall be elevated to the office of Secretary General and Treasurer automatically withoutagain standing election. The elected regional representatives will serve for 3 years renewable toa maximum of 2 terms. The members at large will serve for 1 year renewable to a maximum of2 terms. The Historian will serve for a 3-year term renewable once. The Historian is a nonvoting member of the Board of Directors and will maintain an accurate history of the Society.The Director of Education will serve a 3 year term, renewable once and will receiveadministrative support from the society. The Director of Education is a voting member of theBoard and is responsible for educational activities of the Society, including the annual meetingand subsociety and working group meetings.

Section 4: Any vacancy occurring in the Board of Directors may be filled by the Boardof Directors for the unexpired term.

Section 5: The Board of Directors shall meet at the annual World Congress Meeting. Nonotice need be given of Annual meetings of the Board.

Section 6: Interim meetings of the Board of Directors in addition to the Annual meetingshall be held at least annually. Special meeting of the Board of Directors may be called by thePresident and/or the Secretary General and shall be called by the Secretary General at the requestof the majority of the Directors by written or telegraphic notice delivered to each Director ormailed or sent to each Director at least three days prior to the meeting.

Section 7: Board of Directors may hold its meeting at the principle office of thecorporation or at any other convenient place within the continental limits of the North America,Europe, Asia as determined by the Board of Directors. Meetings may be held by conference callat which each member is at all times able to hear what is said by each of the other members.

Section 8: A majority of the entire Board of Directors shall constitute a quorum for thetransaction of business at a meeting; provided, however, if all the Directors severally orcollectively consent in writing to any action to be taken by the Board of Directors, such consentshall have the same force and effect as a unanimous vote of the Directors at a meeting duly held,and the Secretary General shall file such consents with the minutes of the meetings of the Boardof Directors.Any one or more members of the Board or any committee thereof may participate in ameeting of such Board or committee by means of a conference telephone or similarcommunications equipment allowing all persons participating in the meeting to hear each otherat the same time. Participation by such means shall constitute presence in person at a meeting.

Section 9: The Board of Directors shall have the power to create such committees as itfrom time to time deems desirable, and to define the respective powers and duties of suchcommittees. The Board of Directors by resolution adopted by a majority of the entire Boarddesignates an executive committee, which shall consist of President, President-Elect, Past-President, Secretary General, Scientific Chairman and Treasurer which committee to the extentprovided in the said resolution, shall have and exercise the authority of the Board of Directors inthe management of the corporation; but such committee shall not have authority as to thefollowing matters: 1) The submission to members of any action requiring members approvalunder this chapter. 2) The filling of vacancies in the Board of Directors or in any committee. 3)The fixing of compensation of Directors for serving on the Board or on any committee. 4) Theamendment or repeal of the bylaws or the adoption of new bylaws. 5) The amendment or repealof any resolution of the Board, which by its term shall not be so amenable or repeatable.

Section 10: The six members of the Executive Committee shall serve as the NominatingCommittee. A majority of the Executive Committee members will need to be present orcommunicating via phone conference call when designating the slate to be considered by theBoard of Directors.

Section 11: The President shall preside at the meeting of the Board of Directors or in hisabsence the Secretary General or in his absence the Treasurer or in absence the Past President orsuch other person as the Board shall order.

ARTICLE V

Officers

Section 1: The officers of the corporation will constitute of the Executive Committeecomprising of: President, President-Elect, Past President, Secretary General, ScientificChairman and Treasurer. The Secretary General and Treasurer will receive administrativesupport from the Society annually. The terms of the officers shall be 1 year for the President, 1year for the President-Elect, 1 year for Past President, 3 years for the Secretary General(renewable for 1 additional term), 2 years for Scientific Chairman (renewable for 1 additionalterm), 5 years for the Treasurer (renewable for 1 additional term) . The Secretary General-Electand Treasurer-Elect, after serving one year in this office, shall be elevated to the office ofSecretary General and Treasurer automatically without again standing Election. The terms of theofficers shall begin at the conclusion of the annual meeting at which they were elected andcontinue until the adjournment of the annual meeting of the respective terms of their election.Section 2: The President, President-Elect, Secretary General, Scientific Chairman andTreasurer shall perform their usual functions of such offices in non-profit corporation of thiskind. The Secretary General shall have charge of and keep the records of the books, papers andseal of the corporation. The Secretary General when present (and unless presiding), shall act assecretary of all meetings of delegates and all meetings of the Board of Directors; in his absence,the presiding officer may appoint any person to act as secretary. The Secretary General willascend to the President-Elect role at the conclusion of his or/her term. The Treasurer will ascendto the President-Elect at the conclusion of his/her term.

Section 3: Any vacancy on the Executive Committee may be filled for the unexpectedterm by the Board of Directors.

ARTICLE VI

Membership and Committees

Section 1: There shall be a Membership Committee, consisting of a chairman (SecretaryGeneral) and members appointed by the President, who shall serve until the adjournment of thenext annual meeting of the members and until their successors are appointed and qualified.

Section 2: There shall be three categories of members, active members, affiliatemembers and candidate members. It shall be the function of the Membership Committee torecommend candidates for active membership or affiliate membership to the Board of Directors,which has the final voice on any recommendation, but the first active members to be elected maybe elected by the Board of Directors without action by the Membership Committee.

Section 3: Active members, in addition to the minimum qualifications set out in theArticles of Incorporation, shall be chosen by reason of their professional attainments andpublications and their interest in the work of the Corporation.

Section 4: Affiliate members shall be individuals chosen because of their member in arecognized affiliate society.with more than 20 members.

Section 5: There may also be honorary members, chosen by the Board of Directors or themembership, with or without recommendation of the Membership Committee. Honorarymembers are not regular members, have no vote or obligation to pay dues, but are welcome to allmeetings of the members and have the privileges of the floor at such meetings.

Section 6: Candidate Membership – is established to extended educational andprofessional advantages to urological residents..

Section 7: Active members who do not attend any meetings of the members for fourconsecutive years, shall unless excused by the Board of Directors on recommendation of theMembership Committee, be dropped from membership. Any Active or Affiliate member who isdelinquent in payment of dues for more than six months after the due date hereof, shall bedropped from membership, unless excused for good cause by the Board of Directors.

Section 8: There shall also be such other committees as the Board of Directors shall fromtime to time determine, the chairman and members of which shall be appointed by the President.Any committee, including the Executive Committee, may at any time be discharged by action ofthe Board of Directors.

Section 9: Committees
Bylaws Committee: This committee was started in November 2007. Each member will serve a 3 year term.
Website Committee: This committee was started in November 2007. Each member will serve a 3 year term.
Awards Committee: Each member will serve a 3 year term. The Awards Committee shall consist of thetwo most recent Past-Presidents (the Immediate Past-President and the second recent Past-President) and 6 members of the Endourology Society. The Award Committee selects recipients of the Karl Storz Lifetime Achievement Award, Cook Urological “Arthur Award”, the Ralph Clayman “Mentor Award” and Industry Award – “For Innovation in Endourological Instrumentation” approximately 3-6 months prior to the WCE meeting. The letters announcing the award will be signed by both the Award Committee Chair and the Secretary of the Society. The award winners will be notified within 3 months of the World Congress Meeting to assure attendance.
Fellowship Committee: Consists of 7 members. Each member will serve a 3 year term. The Fellowship Committee meets biannually, during the AUA annual meeting and WCE meeting. They review new applications, program director changes, programs on probation and any issues raised by Program Directors and/or Fellows. Endourology Education Training Site Committee: Each member of this committee will serve a 3 year term The concept would be to have Endourology Society Approved training sites where individuals can go to train. AUA Program Planning Committee- three members in good standing will be selected to represent the Society at the AUA Planning Committee Meeting which meets annually. This will be a 3 year term, on a rolling basis to allow continuity. The Executive committee will appoint the members and reserves the right to terminate members if there is cause. The senior member will chair the committee.

ARTICLE VII

Finances and Activities

Section 1: The dues of regular membership shall be $150.00 for all members, which will include on line access only to the Journal of Endourology. The cost of membership, which includes a print copy of the Journal of Endourology, shall be $200.00 for all US members and $250.00 for all non-US members due and payable within 3 months after statements are mailed to the membership. The dues may be increased as determined by the Board of Directors in the future.

Section 2: There shall be at least one scientific meeting each year at which discussions on matters concerning endourology will be had and appears on such subjects presented. The scientific meeting may be combined with the annual meeting of members. The President will, unless otherwise determined by the Board of Directors, be charged with organizing and presiding at the scientific meeting. The Annual meeting site will pay the society 33% of the profits and/or $100,000.00 whichever the higher of the two at the conclusion of the meeting.

Section 3: The solicitation of gifts, grants and contributions may be authorized by the Board of Directors from time to time to carry out the purposes of the Corporation as set out in the Articles of Incorporation.

Section 4: The principal sum in assets of the society shall not be used for yearly running expenses and/or conferences. The principal would be served to generate interest income for the education purposes deemed by the Board of Directors.

ARTICLE VIII

Miscellaneous Provisions

Section 1: Whenever any notice whatever is required by law or under the provisions of the Articles of Incorporation or by-laws of this Corporation, waiver thereof in writing (which may be in the form of a telegram) signed by the person or persons entitled to such notice, whether before or after the time of the meeting or other act with respect to which such notice is required, shall be deemed equivalent to the giving of such notice. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

Section 2: Depositories of funds of the Corporation shall be in the state of New York to be determined from time by the Board of Directors. All checks, drafts and orders, drafts or orders for the payment of money shall be signed by such officer or officers or person or persons (whether or not officers of the corporation) and in such manner as the Board of Directors shall from time to time designate. Annually, an audit will be performed by an outside agency selected by the Board.

Article IX

Amendments

Section 1: As provided in the Articles of Incorporation the power to make, alter, amend or repeat by-laws of this Corporation, is vested in the Board of Directors, except that a by-law of this Corporation, is vested in the Board of Directors, except that a by-law changing the dues shall be adopted by the regular members. Amendments to the Articles of Incorporation may be made only on compliance with the applicable New York law.

Article X

Subsocieties and Working Groups

Section 1:Subsocieties of the Society are permissible with acceptance of the following criteria:
1. There is a rolling set of Subsociety Officers who are members in good standing.
2. Fundraising capabilities and ability to comply with meeting guidelines and deadlines are documented by the Executive Secretary.
3. There is an international membership and membership interest in the Society.
4. There is Executive Committee and BoD approval.
5. The subsociety retains the Endourology Society Treasurer.

Subsocieties subsequently have approval to maintain their own tax ID number, share meeting resources with other Society subsocieties at the AUA and WCE, as well as retain a portion of the WCE annual meeting program.

Section 2: Working groups of the Society are permitted with acceptance of the following criteria:
1. There is an international membership and membership interest in the working group.
2. Ability to comply with meeting guidelines and deadlines are documented by the Executive Secretary.
3. There is Executive Committee and BoD approval.