On November 6, 2004, in New York, the American branch of OESO was formally established. This Corporation, likewise non-profit making, is an independent structure that pursues the same goals as OESO. It underscores the importance of the American contribution to the OESO projects and endeavors.
OESO, Inc. (USA)
Thomas H. GOUGE, M.D.
Professor of Surgery
550 First Avenue
NEW YORK, NY
Minutes of the organizational meeting of founding members of O.E.S.O., Inc. a Delaware Corporation
The organizational meeting of the founding members of the Corporation was held at:
Date: November 6, 2004
Time: 2:00 p.m.
Place: New York University School of Medicine
The following persons, constituting all the founding members of the Corporation, were present in person or represented at the meeting:
H.D. Appelman (proxy) – J.M. Collard – R. Giuli – T.H. Gouge – S.J. Sontag – J.R. Siewert
Robert Giuli was appointed chairman of the meeting, and Thomas Gouge was appointed secretary of the meeting.
The secretary presented to the meeting the original of the Waiver of Notice of the meeting, signed by all the founding members of the corporation, which was ordered to be appended to the meeting.
The secretary then presented to the meeting a true copy of the State of Delaware Certificate of Incorporation, a non-stock corporation, stating that the original was filed on October 21, 2004 with the official who has custody of corporate records in Delaware.
The secretary then presented to the meeting the original of the proposed initial Bylaws of the corporation, which were duly examined and thereupon adopted as the Bylaws of the corporation.
The following persons were nominated for Officers of the Corporation to serve until the Annual General Meeting in 2006:
Managing Director and Treasurer: T.H. Gouge
President: J.R. Siewert
President-Elect: H.D. Appelman
Vice-President: S.J. Sontag
Secretary: J.M. Collard
Scientific Director: Robert Giuli
Upon motion duly made and seconded, the following resolution was unanimously adopted:
RESOLVED, that each of the forenamed persons be and is hereby elected to the office set opposite his name, to assume the duties and responsibilities fixed by the Bylaws or the Board of Trustees.
The Managing Director thereupon took the chair, and the Secretary immediately assumed the discharge of his duties as secretary of the meeting.
The following persons were nominated for Trustees of the Corporation to serve until the Annual General Meeting in 2006:
D.O. CASTELL – J.M. COLLARD – T.R. DeMEESTER – R. GIULI – T.H. GOUGE – R. LAMBERT – J.E. RICHTER – R.E. SAMPLINER – J.R. SIEWERT – S.J. SPECHLER – G.N.J. TYTGAT – H.D. APPELMAN – H.W. BOYCE – H.S. GAREWAL – R.K. GOYAL C.J. LIGHTDALE – R.W. McCALLUM – C. SCARPIGNATO – S.J. SONTAG
BE AT RESOLVED, that T.H. GOUGE is hereby empowered to open a bank account in the name of O.E.S.O.,Inc., and to sign checks and deposit funds, and conduct any and all banking operations necessary or useful in the management of the Corporation.No further business having been brought before the meeting, upon motion duly made, seconded, and unanimously adopted, the meeting was adjourned.
Waiver of Notice of the Organizational meeting of the founding members of O.E.S.O., Inc. a Delaware Corporation
The undersigned, constituting all the founding members of the above-named corporation, do hereby severally waive notice of the organizational meeting of the said corporation, and consent that the meeting be held at:
Date: November 6, 2004
Time: 2:00 p.m.
Place: New York University School of Medicine
For the purpose of adopting the initial Bylaws and electing the Officers and Trustees of the Corporation, and carrying on any other business which may property be brought before the meeting.
Dated November 6, 2004
J. Rüdiger SIEWERT
Stephen J. SONTAG
Thomas H. GOUGE
Henry D. APPELMAN
The name of the Corporation is O.E.S.O., Inc., which stands for World Organization for Specialized Studies on Diseases of the Esophagus, hereinafter called O.E.S.O., Organisation mondiale d'Etudes Spécialisées sur les maladies de l'Oesophage, whose Headquarters is located in Paris (75017), at 2 Boulevard Pershing.
The Head Office is located in Delaware (USA).
The location of the Head Office is: 2711 Centerville Rd, WILMINGTON, DE 19808 (USA).
1. To assemble clinicians, as well as researchers, in all disciplines dealing with the esophagus, esophagology, and esophageal disease.
2. To initiate and coordinate joint multicenter polydisciplinary studies in the above fields, for the purposes of clinical, as well as fundamental research.
3. To evaluate new means for investigating the esophagus and new therapeutic modalities for benign and malignant esophageal diseases or functional disorders of the esophagus.
4. To contribute to the organization of the O.E.S.O. congresses and to organize courses or seminars focusing on one particular aspect of esophageal disease.
5. To publish encyclopedic books, brochures, and scientific articles in this field.
6. To contribute to the dissemination of knowledge by providing access to scientific information through all available means of communication, including the Internet.
7. To thus contribute to Continuing Medical Education in the fields of esophageal physiology, esophageal dysfunction, or esophageal diseases and their treatments, medical, endoscopic, or surgical.
8. To provide access to multidisciplinary expertise for information on diagnosis or treatment of esophageal diseases, by all available means of communication, including the Internet.
9. To be positioned among various international Organizations such as, UNESCO (United Nations Education, Science, and Culture Organization) and WHO (World Health Organization), as a structure for in-service medical training.
10. To cooperate with all scientific Societies, surgical or gastroenterological, in the undertaking of multicenter studies, or in the conception of educational programs.
11. To integrate its various activities in the development of the worldwide network of the O.E.S.O. Foundation entitled HOPES (Health Operating Polydisciplinary Expertise Services), stemming from an original O.E.S.O. concept.
Section 1: O.E.S.O., Inc. is a not-for-profit organization.
The resources of O.E.S.O., Inc. comprise the membership dues, subsidies and donations granted to the organization, capital inflow from excess of revenue over expenditures in the annual budget or from performance of services, and income derived from publication of scientific material.
After approval of the majority of the members of the Board of Trustees, the financial resources of O.E.S.O.,Inc. and O.E.S.O. can be joined to finance Programs as defined in Article III.
The private property of the members and employees shall not be subject to the payment of corporate debts to any extent whatsoever.
Section 2: The scientific management will be entrusted to the Permanent Scientific Committee of O.E.S.O., whose members will exercise the same functions for O.E.S.O., Inc.
O.E.S.O., Inc. shall vest its general management in the Board of Trustees and in the Officers of O.E.S.O., whose members will exercise the same functions for O.E.S.O., Inc.
The day to day management of O.E.S.O., Inc. will be conducted by a Managing Director selected from among American members of the O.E.S.O. Permanent Scientific Committee.
Section 3: Upon termination, dissolution, or winding up of O.E.S.O., Inc., any assets that remain after payment or provision for payment of all its liabilities, debts, and obligations shall be distributed by the Board of Trustees only to one or more charitable, educational, scientific, or philanthropic organizations.
Under no circumstances shall any assets be distributed to any member of O.E.S.O., Inc.
Section 4: A Statutory Auditor, appointed for a three-year renewable period by the General Assembly on the proposal of the Board of Trustees, will be in charge of auditing the accounts.
Section 1: O.E.S.O., Inc. shall consist of Active and Honorary members.
Section 2: Active Members
2.1 Active membership shall be open to physicians, surgeons, scientists, who have a demonstrated, continued interest in gastroenterology, and particularly in esophagology.
At the time of the General Assembly, Active members will be in charge of the election of the members of the Board of Trustees.
Active members will be eligible for membership in the Permanent Scientific Committee or participation in a Standing Committee.
Active members shall benefit from reduced fees for the O.E.S.O. Congresses, preferential rates for the O.E.S.O. books, and priority in all activities available on the network of the O.E.S.O. Foundation.2.2 Election of Members: The application form for membership must be accompanied by a letter describing the candidate's professional qualifications and personal motives.
2.3 The O.E.S.O. Membership Committee shall investigate the qualifications of each candidate and submit a list of those candidates recommended for membership to the Members of the O.E.S.O. Permanent Scientific Committee for election at the annual Meeting.
Active members will be elected by a simple majority of the Members present. The membership of newly elected members shall become effective immediately after their election.
2.4 All candidates not recommended for active membership by the Membership Committee shall be withdrawn. However, such action shall not preclude a subsequent application for membership after a one-year interval.
2.5 Any candidate for active membership recommended by the Membership Committee, but rejected by the vote of the Permanent Scientific Committee can be proposed again for membership the following year.
Section 3: Honorary Members.
Honorary membership shall be reserved for Active members who have made significant contributions to surgery, gastroenterology, and fundamental sciences, with special interest in esophagology.
Honorary members shall be elected by the Permanent Scientific Committee upon proposal of the President of O.E.S.O.
Honorary members shall not be eligible for election or appointment to the Board of Trustees or to any offices of O.E.S.O.,Inc. However, they may act in consultative capacities to any Trustee, Officer, or Committee of O.E.S.O., Inc.
Honorary members shall keep voting privileges.
Section 4: Dues.
Active members - but not Honorary members - shall pay regular dues as recommended by the Board of Trustees and approved by vote of the General Assembly. The Board of Trustees may waive dues for individual Active members as it sees fit.
Failure to pay dues within two (2) years after billing shall become grounds for suspension or termination of membership by the Board of Trustees.
Any member dropped from O.E.S.O. Inc., may be reinstated if all arrears are made up.
Section 5: Resignation – Dismissal
A member may resign at any time by filing a written resignation with the Secretary.
Any member may be disciplined for unprofessional or unethical conduct or violation of the Bylaws by vote of the Board of Trustees.
O.E.S.O., Inc. shall have a General Assembly once each year. It will report on O.E.S.O., Inc. activities, elect members of the Board of Trustees, appoint the Statutory Auditor, amend this document, and take other action as may be authorized pursuant to these Bylaws.
Board of Trustees
The Board of Trustees of O.E.S.O. is the executive body of O.E.S.O., Inc.
Its members shall come from the Permanent Scientific Committee of O.E.S.O.
Section 1: Formation.
1.1 The term of the Trustees shall be for a period of three (3) years, subject to extension for two additional three (3) year periods at the most.
1.2 The Trustees shall number eleven (11) minimum.
One representative of the Biomedical or Surgical Industry, as appointed by a pool of
Companies, can sit on the Board of Trustees in a consultative capacity.
Section 2: Election.
Election of Trustees shall take place at the annual General Assembly. A majority of votes cast shall constitute election.
Section 3: Vacancies and resignation.
Any vacancies in the Board of Trustees shall be filled, as provided in the Bylaws of O.E.S.O.
Any member of the Board of Trustees may resign at any time by delivering his resignation in a letter sent to the Managing Director of O.E.S.O., Inc., or if the case be, to another Officer of O.E.S.O.
In the event of the death, resignation, removal from office, or extended disability of the Managing Director, the President shall name a new Managing Director.
Section 4: Powers.
All powers of the Corporation shall be exercised by the Managing Director of O.E.S.O., Inc. and by the Board of Trustees, which may delegate to Officers and to committees such powers as are specified in these Bylaws.
The Board of Trustees shall elect the Officers from the members of the Permanent Scientific Committee.
The Board of Trustees shall sit in judgment for the review of any alleged unprofessional conduct or violation of the constitution by any member, and it alone shall have the power of investigating, hearing, and deciding innocence or guilt with due regard for the rights of the individual.
Section 5: Meetings.
6.1 The Board of Trustees shall meet each year immediately before the General Assembly.
6.2 Special meetings of the Board of Trustees may be called by the President on four (4) weeks notice. Similarly, special meetings may also be called by the President on like notice if at least four (4) Trustees submit a written request.
Section 1: The officers of O.E.S.O., Inc. shall be a Managing Director, a President, a President-Elect, a Vice-President, a Secretary, and a Treasurer, elected by the Board of Trustees of O.E.S.O.
The Managing Director of O.E.S.O., Inc. will have full authority to perform all acts in the best interest of O.E.S.O., Inc., in agreement with the Officers and the Board of Trustees.
The Managing Director will be the custodian of the records of O.E.S.O. Inc. and the authorized depository of the seal of O.E.S.O., Inc.
The Managing Director is entrusted with the funds of O.E.S.O., Inc.
His term will be three (3) years, renewable at the triennial meetings of O.E.S.O. for the same duration.
The initial term of the Managing Director will be extended de facto for the period from his/her taking of office to the time of the next Congress.
The powers of the Officers will be those of the Officers of O.E.S.O.
Permanent Scientific Committee
The Permanent Scientific Committee (Article 4, Section 2) is the distinctive characteristic of O.E.S.O.
It represents its polydisciplinary driving force.
Its members will be by right experts of the O.E.S.O. Foundation.
The nomination, election, and filling of vacancies shall be conducted by the Managing Director pursuant to the Bylaws of O.E.S.O.
Section 1: Fiscal Year.
The fiscal year corresponds to the civil year, from January 1st to December 31st of each year.
Section 2: Bank Accounts.
All funds of O.E.S.O., Inc. not otherwise employed shall be deposited to the credit of O.E.S.O., Inc. in such banks, or other depositories as the Managing Director may select.
Section 3: Annual Budget.
An annual budget shall be prepared by the Managing Director in cooperation with the accountant of O.E.S.O., and presented at the General Assembly.
These Bylaws may be amended at any annual General Assembly of the members of O.E.S.O., Inc. on recommendation of the Board of Trustees.
Every proposed amendment shall be submitted to the Board of Trustees at least 60 days before the annual Meeting over the signature of at least five Members for consideration and recommendation by the Board before submission of the amendment to the members.
Notice of any such amendment, together with the Board's recommendation, shall be mailed to each member of O.E.S.O., Inc. at least 30 days before the annual meeting.
To be adopted, an amendment must be approved by a majority of all Active members present.
In 2008, the Articles of incorporation were amended with new members invited to sit in the Board:
- Gastroenterology: Brian Jacobson (Boston)
- Endoscopy: Herbert Wolfsen (Jacksonville)
- Surgery: Luigi Bonavina (Milan)
- ENT: Peter Belafsky (Stanford)
- Basic Sciences: Xiao (Luke) Chen (Durham)
Thomas Gouge continues to serve as Managing Director, and Carmelo Scarpignato (Parma) was appointed as Secretary.
OESO Inc. (USA)
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