____

 

CONSTITUENT ACT OF FOUNDATION

 Signed on May 15, 2002

 Before ANTOINE ROCHAT, NOTARY in Lausanne

 

 is present:

 

 the Association OESO

 (World Organization for Specialized Studies on Diseases of the Esophagus)

 whose Head Office is in Paris

 represented by Prof. Jean-Marie Collard, General Secretary.

 

 

This party declares the setting up of a Foundation in compliance with articles eighty and those following of the Swiss Civil Code.

 

It determines the statutes as follows:

 

Statutes

 of the

 OESO Foundation

 

 Health Operating Polydisciplinary Expertise Services (HOPES)

Head Office in Geneva, University Hospitals

 

 

Article 1 - Denomination

Under the denomination

 

OESO Foundation

(Health Operating Polydisciplinary Expertise Services)

hereafter designated as "the Foundation",

 

a non-profit making Foundation is constituted by the Association OESO (World Organization for Specialized Studies on Diseases of the Esophagus), hereafter designated as "OESO", under private law in accordance with articles 80 and following of the Swiss Civil Code and under the here-stated statutes.

 

Article 2 - Head Office and duration

The head office is located in Lausanne, for an unlimited period.

It is deposited with the trade register and placed under the surveillance of the supervisory authority.

 

Article 3 - Aims

The objective of the Foundation is to improve the efficacy of the health systems by offering the following services:

1. To assemble, on an Internet portal, a network of clinicians, as well as researchers from all countries of the world, belonging to all disciplines relative to the field of health.

Initially, this portal will be exclusively devoted to gastroenterology.

2. To allow access to a professional multi-media base of medical data, made up of validated publications of members of the various Scientific Societies contributing to the network.

A graphic chart devised to enable the immediate recognition of a HOPES document, will be drawn up according to a system specifically corresponding to the final user.

The data base will undergo continuous enrichment.

3. To allow access to the General Public to part of a knowledge base, with the guarantee of having validated scientific content at their disposal.

4. To allow access by Internet to an international polydisciplinary network of excellence for information, diagnosis or assistance in treatment.

5. In cooperation with OESO,

●  To set up and co-ordinate multi-centric, polydisciplinary, cooperative studies oriented towards clinical or fundamental research.

●  To organize congresses, courses, or seminars in the field of health.

●  To publish, in the same field, books, brochures or articles scientifically validated beforehand by a Scientific Committee and disseminated through current electronic technologies.

     English will be the only language of reference. However, for the benefit of cultural plurality, each author will also be able to publish his or her text in its language of origin but, in this case, assuming alone the responsibility of the text in a language other than English.

     The network will be thus open, from the very start, to populations that could have been excluded for linguistic reasons.

6. To cooperate with all organizations and scientific societies in the undertaking of multi-center studies, in the conception of educational programs, or in the setting up of networks of second opinion.

7. To facilitate the dissemination by Internet of knowledge in the field of health, and to be approved as an official Organization for Continuing Medical Training in all countries of the world.

8. To be recognized by diverse international organizations, such as UNESCO (United Nations Educational, Scientific and Cultural Organization) or the WHO (World Health Organization), as an official structure for Continuing Medical Education.

The Foundation will have the right, in Lausanne, in Switzerland, or in the world, to hire personnel, researchers and persons in charge of the development, to create, direct, or participate in public or private research projects and in operational activities, to enter into contracts with other organizations, or to invest in institutions whose activities are in direct relation to its aims.

The choice of means will be made by the Governing Board.

 

Article 4 - Capital - Resources

The Foundation is endowed with a capital of twenty thousand Swiss Francs (CHF 20.000).

The Foundation can receive, at any time, subsidies, donations, contributions, grants, and bequests.

To attain these objectives, the Foundation has available those resources mentioned in article 4 as well as revenues coming from its activities, its investments, and its intellectual royalties.

The participation of the members of the Board of the Foundation in the sessions is not remunerated, but their expenses are reimbursed. Special mandates can be entrusted to members of the Board or to a third party and are remunerated according to usual standard. The Director of the Executive Committee will receive annual revenue determined by the Board of the Foundation.

 

Article 5 - Organs

The bodies of the Foundation are:

a. The Governing Board of the Foundation,

b. The Executive Committee,

c. The Auditing Authority.

The Executive Committee can set up specialized Committees to carry out its diverse activities.

These Committees do no figure as organs of the Foundation.

 

 

A - The Governing Board of the Foundation

 

Article 6 - Constitution and composition

The Governing Board of the Foundation (hereafter "the Board") is made up of at least seven members.

The Board shall be completed and renewed by co-optation. Its members are appointed for a period of three years and are immediately re-eligible.

The Board can invite any organization, be it public or private, national or international, interested in the aims of the Foundation or pursuing similar goals, to designate a representative to sit on the Board.

The first members of the Board are however appointed by the Founder.

 

Article 7 - Organization

The Board shall elect from its members a President and a Vice President. In addition, it shall elect a Secretary and a Treasurer who can be chosen from outside the Board.

The first President, Vice President, Secretary and Treasurer are however appointed by the Founder.

At the beginning of each accounting year, the Treasurer will present a report on the activities of the Foundation and a budget that will be submitted for approval of the Board, in addition to a statement of accounts and of the operating account.

The Board will meet upon written notification by its President or upon request of at least three (3) members, either from the Board or from the Executive Committee, as well as upon request of the Auditing Authority.

The Board will meet as often as the activities of the Foundation make it necessary, but at least once per year, upon written notification sent at least 20 days in advance, except in the case of emergency.

The Board will take its decisions by majority vote of the members present. The decisions of the Board are only valid if the majority of its members are present including, in all cases, the President or his substitute. In the case of a tie vote, the vote of the President will be decisive.

If all the members present accept, some members of the Board can verbally participate in a Board meeting by means of telephone or of video conference.

In case of necessity, and if no member objects, the Board can make decision by means of a circular letter.

 

Article 8 - Duties

The Foundation is administered under the high authority of the Board. The Board has unlimited power to manage the Foundation and to achieve its goals.

It, in particular, assumes the following tasks:

●   It names and dismisses the members of the Governing Board of the Foundation, of the Executive Committee, and of the Auditing Authority.

●   It decides the use and the distribution of the capital and revenues of the Foundation.

●   It annually approves the budget, the balance sheet and the operating account.

●   It is entitled to sign contracts with specialized Organizations for particular services.

●   It shall notify the supervisory authority of any modification to the present statutes.

The Governing Board of the Foundation can set up representations outside of Switzerland in the appropriate legal form which will permit the attainment of the goals defined in article 3 here above.

 

 

B - The Executive Committee

 

Article 9 - Constitution and composition

Following the proposal of the Director of the Executive Committee, the members of the Executive Committee are appointed by the Governing Board for a period of three years and are immediately re-eligible. There will be at least five of them.

The Governing Board also designates the Director of the Executive Committee and a Public Relations Officer.

The members and the Director of the first Executive Committee are however appointed by the Founder.

 

Article 10 - Organization

The Executive Committee will meet according to need, without special notification.

The decisions of the Executive Committee are taken by majority vote. In the case of a tie vote, the vote of the Director is decisive.

If all the members present accept, some members of the Executive Committee can verbally participate in a Committee meeting by means of telephone or of video conference.

The members of the Executive Committee can be remunerated for their activity.

 

Article 11 - Duties

The Executive Committee assumes the medical responsibility of the Foundation.

It will take all legal precautionary measures to insure the medical information issued by the Foundation which will, in this aim, subscribe to any necessary insurance policy.

The Executive Committee is in charge of the management of the Foundation and the functioning of its daily activities.

It serves as the permanent Secretariat of the Foundation.

It assumes in particular the following tasks:

●   It appoints the members of the Specialized Committees.

●   It takes all necessary measures in the aim of fulfilling the objectives of the Foundation within the context of the budget established by the Board of the Foundation.

 

 

C - The Auditing Authority

 

Article 12 - Composition

The Governing Board will appoint for a period of one year from outside its members, an Auditing Authority that can be a legal entity or a natural person.

The number of offices is not limited.

 

Article 13 - Duties

The Auditing Authority verifies the accounting of the Foundation and presents each year to the Board a written report on the accounts of the closed fiscal year (January 1st - December 31st ).

The report of the Auditing Authority will be submitted to the supervisory authorities.

 

 

D - Specialized Committees

 

Article 14 - Constitution and composition

These Committees are made up of at least three members, designated by the Executive Committee for terms of three years. The Governing Board also designates the Presidents of the Specialized Committees.

 

Article 15 - Organization

The Specialized Committees meet when necessary without special notification.

The decisions of the Specialized Committees are taken by majority vote. In the case of a tie vote, the vote of the President will be decisive.

The members of the Specialized Committees can be remunerated for their activity.

 

Article 16 - Duties

These Committees will advise the Governing Board and the Executive Committee on specific projects. They shall make recommendations concerning the different areas of activity of the Foundation.

These areas can deal with:

●   the organization of teaching, training and Continuing Medical Education (Editorial Committee),

●   the organization of the network of experts,

●   the technical surveillance, etc …

The number of Specialized Committees is not limited.

 

Article 17 - Representation of the Foundation

The Foundation is represented before a third party by the individual signature of the President of the Board, or by the joint signature of two other members of the Board, either the Vice President, the Secretary or the Treasurer.

The Board can confide an individual or joint signature to other persons.

 

Article 18 - Dismissal

Any member of the Governing Board or of the Executive Committee no longer able to devote sufficient time to the activities of the Foundation may resign at any time by submitting his/her resignation in writing, addressed to the President of the Board.

In case of recognized incapacity, or activity not in accordance with the aims of the Foundation risking to impede its development, dismissal of a member of the Governing Board or of the Executive Committee may be called for. The request for dismissal shall be cosigned by a minimal number of three (3) members of the Board and, to be effective, will require an affirmative vote of the majority of the members of the Board.

 

Article 19 - Dissolution

The Foundation can be disbanded in the cases provided for by the law.

In this case, the possessions of the Foundation will be handed over, upon recommendation of the Governing Board, to one or several institutions whose aims are similar to those of the Foundation, subject to approval by the supervisory authorities.

In the case of dissolution of the Foundation, no measure of liquidation can be taken without the agreement of the supervisory authorities which shall take position only after examination of a written report.

Liquidation is carried out by the Board of the Foundation unless the latter designates an official receiver. In no case can be the assets of the Foundation return to the founders or their legal successors.

 

 

 

 

 

 

 

Bylaws

The OESO Foundation

 (Health Operating Polydisciplinary Expertise Services)

 

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