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Principle and Registered Officers: Section 1: The principle office of the corporation shall be at such a place in the state of NY as shall be designated from time to time by the Board of Directors. Section 2: The registered officers of the corporation in NY be at such places as maybe designated from time to time 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 and the words “Seal” and “New York” or “NY”. 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 as may properly come before the meeting maybe held at such time and place during any year as may be directed by the Board of Directors; but in case of the absence of action by the Board of Directors, it shall be at the World Congress of Endourology on the 2nd day of the meeting at 5:00pm. Section 2: The Annual meeting of the delegates for the election of the officers and directors and for the transaction of such other business as may properly come before the meeting maybe held at such time and place during any year as may be directed by the Board of Drecitors; but in case of the absence of action by the Board of Directors, it shall be at the World Congress of Endourology on the 2nd day of the meeting. Section
3: Special meetings of the delegates shall be held at the principle
office of the corporation or at other convenient places within the
continental limits of the US and/or Europe or Asia as maybe designated
in the notice thereof and at such times as maybe fixed in the notice
or as maybe prescribed from time to time by the Board of Directors.
Such meetings maybe called as provided in the Articles of Incorporation. Section 5: At all meetings of the delegates, in order to constitute a quorum for the transaction of any business except the taking of action with respect to adjournment, there shall be present regular delegates constituting at least one-tenth of the delegates entitled to vote but not fewer than 10 such members, and the decision of a majority of such quorum shall be valid as a corporate act unless a larger vote is required by law, these by-laws or the certificate of incorporation; provided, however, any action which is required to be taken, or may be taken, at a meeting of the delegates, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by two-thirds of the delegates entitled to vote with respect to the subjects matter thereof; and the secretary shall file such consents with the minutes of the meetings of the delegates. If at any duly call meeting of the delegates, there be present less than a quorum, the regular delegates present shall have power to, and may, successively adjourn the meeting to a specified date or dates not longer than 90 days after such adjournment until a quorum is present, and no notice of any such adjournment other than the announcement at the meeting need be given. Section 6: The President or in his absence, the Secretary General, the President-Elect and Treasurer in that order, shall call to order all meetings of the delegates and unless 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 meetings of the delegates in which case, or in his absence, the office of presiding at any such meeting may appoint any person to act as secretary of the meeting. Section 7: The Secretary General shall call to order all meetings of the delegates and unless 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 meetings of the members in which case, or in his absence, the office of presiding at any such meeting may appoint any person to act as secretary of the meeting. 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 5 officers: The President, President-Elect, Secretary General, Scientific Chairman and Treasurer and 3 elected representatives from Europe, 3 elected representatives for the US and Canada, 1 elected representative for Central and South America, 1 elected representative from the Mid-East and Africa, 3 elected representatives from 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 5 members). Section
2: The Directors shall (except as herein after provided for
the filling of vacancies) be elected at the Annual meeting of members,
by the delegates; the first such election shall take place at the
Annual meeting in 2004. Section 4: Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for the unexpired term. If there are at any time in the office too few directors to constitute a quorum, said directors may, be a majority would there of, nevertheless fill vacancies as aforesaid. Section 5: The Board of Directors shall meet at the annual World Congress Meeting. No notice need be given of Annual meetings of the Board. Section 6: Regular meetings of the Board of Directors in addition to the Annual meeting shall be held as the Board of Directors may provide. Special meeting of the Board of Directors may be called by the President and/or the Secretary General and shall be called by the Secretary General at the request of the majority of the Directors by written or telegraphic notice delivered to each Director or mailed 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 the corporation or at any other convenient place within the continental limits of the US, Europe, Asia as determined by the Board of Directors. Meetings may be held by conference call at 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 the transaction of business at a meeting; provided, however, if all the Directors severally or collectively consent in writing to any action to be taken by the Board of Directors, such consent shall have the same force and effect as a unanimous vote of the Directors at a meeting duly held, and the Executive Secretary shall file such consents with the minutes of the meetings of the Board of Directors. Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at 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 it from time to time deems desirable, and to define the respective powers and duties of such committees. The Board of Directors by resolution adopted by a majority of the entire Board designates an executive committee, which shall consist of President, President-Elect, Secretary General, Scientific Chairman and Treasurer, which committee to the extent provided in the said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; but such committee shall not have authority as to the following manners: 1) The submission to members of any action requiring members approval under 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) The amendment or repeal of the bylaws or the adoption of new bylaws. 5) The amendment or repeat of any resolution of the Board, which by its term shall not be so amenable or repealable. Section 10: The Executive Committee shall serve as the Nominating Committee. Section 11: The President shall preside at the meeting of the Board of Directors or in his absence the Secretary General or in his absence such other person as the Board shall order. ARTICLE V Officers Section 1: The officers of the corporation will constitute of the Executive Committee comprising of: President, President-Elect, Secretary General, Scientific Chairman and Treasurer. The Executive Secretary shall be an employee of the Society. The terms of the officers shall be 1 year for the President, 1 year for the President-Elect, 3 years for the Secretary General (renewable for 1 additional term), 2 years for Scientific Chairman and 5 years for the Treasurer. The terms of the officers shall begin at the conclusion of the annual meeting at which they were elected and continue until the adjournment of the annual meeting of the respective terms of their election. Section 2: The President, President-Elect, Secretary General, Scientific Chairman and Treasurer shall perform their usual functions of such offices in non-profit corporation of this kind. The Executive Secretary shall have charge of and keep the records of the books, papers and seal of the corporation. The Secretary General when present (and unless presiding), shall act as secretary 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. Section 3: Any vacancy on the Executive Committee may be filled for the unexpected term by the Board of Directors. ARTICLE VI Membership and Committees Section 1: There shall be a Membership Committee, consisting of a chairman and members appointed by the President, who shall serve until the adjournment of the next annual meeting of the members and until their successors are appointed and qualified. Section 2: There shall be two classes of members, regular members and associate members. It shall be the function of the Membership Committee to recommend candidates for regular membership or associate membership to the Board of Directors, which has the final voice on any recommendation, but the first regular members to be elected may be elected by the Board of Directors without action by the Membership Committee. Section 3: Regular members, in addition to the minimum qualifications set out in the Articles of Incorporation, shall be chosen by reason of their professional attainments and publications and their interest in the work of the Corporation. Section 4: Associate members shall be individuals chosen because of their connection with and interest in the field of Endourology. Section 5: There may also be honorary members, chosen by the Board of Directors or the membership, with or without recommendation of the Membership Committee. Honorary members are not regular members, have no vote or obligation to pay dues, but are welcome to all meetings of the members and have the privileges of the floor at such meetings. Section 6: Senior Membership – a member is good standing for at least 20 years, greater than 62 or 65 years of age, retired – should they receive the journal. Section 7: Regular members who do not attend any meetings of the members for four consecutive years, shall unless excused by the Board of Directors on recommendation of the Membership Committee, be dropped from membership. Any regular or associate member who is delinquent in payment of dues for than six months after the due date hereof, shall be dropped 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 from time 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 of the Board of Directors. ARTICLE VII Finances and Activities Section 1: The dues of regular membership shall be $140.00 for US/Canadian/Mexico members and $163.00 for international membership, due and payable within 30 days after statements therefore are mailed to the members. The dues may be increased as determined by the Board of Directors in the future. Section 2: Due of associate members shall be $140.00 for US/Canadian/Mexico members and $163.00 for international membership, due and payable within 30 days after statements therefore are mailed to the members. The dues may be increased as determined by the Board of Directors in the future. They same will apply to the Engineering and Urology Section of the Society. Section 3: 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 $50,000, whichever the higher of the two at the conclusion of the meeting. Section
4: 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 Section 5: 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. 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.
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