Bylaws-OESO-World Organization for Specialized Studies on Diseases of the Esophagus

The OESO Foundation was founded in September 2001, under Swiss law, with reference to articles 80 and

seq. of the Swiss Civil Code. It has been officially domiciled at the University of Geneva since May 11, 2006.

Statutes of the OESO Foundation in Geneva

Health Operating Polydisciplinary Expertise Services (HOPES)

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 the Canton de Genève for an unlimited period.

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

Article 3 - Aim

The OESO Foundation aims to foster research and development in the field of digestive diseases.

To reach its objective, its mission will be, in particular through the OESO Association :

To assemble a network of clinicians, as well as researchers from all countries of the world, belonging to all disciplines relative to diseases of the upper digestive tract.
To organize congresses, courses, or seminars in the field of digestive health.
To develop the activities of the Inter-University Platform of Esophagology bringing together Pilot Centers of Excellence in multi-disciplinary Esophagology, members of the OESO international network. These Centers contribute to a Continuing Medical Education (CME) program which includes the organization of training courses and knowledge control meetings.
To favor access to this international polydisciplinary network of excellence for specialized education, information, diagnosis or assistance in treatment, and develop networks of second opinion.
To set up and co-ordinate educational programs, multi-centric, polydisciplinary, cooperative studies oriented towards clinical or fundamental research,
To cooperate with all organizations and scientific societies in the undertaking of multi-center studies and/or in conception of educational programs.
To allow access to a professional multi-media base of medical data, made up of validated contributions of members of the various Scientific Societies contributing to the network. The data base will undergo continuous enrichment.
To publish, in the field of digestive health, 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.
To cooperate with Governmental or non Governmental Organizations for educational missions and implementation of training centers in developing countries.
To allow access to the General Public to part of a knowledge base, with the guarantee of having validated scientific content at their disposal.
OESO is dedicated to promoting the dissemination of knowledge in the field of health, and strives to be approved as an official Organization for Continuing Medical Training in all countries of the world.

The Foundation will have the right, in Geneva, 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 and means will be made by the Governing Board.

Article 4 - Capital – Resources

The OESO Foundation is a non-for-profit Organization (Art.1). It seeks no revenue.

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

The Foundation is empowered to receive at any time subsidies, donations, contributions, grants, and bequests to fund the activities of the OESO international training network and other activities listed in Article 3.

To attain its objectives, the Foundation has available those resources mentioned above 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. Special mandates can be entrusted to members of the Board or to a third party and can be remunerated or refunded according to usual standard.

Article 5 - Organs

The bodies of the Foundation are:

A. The Governing Board of the Foundation,

B. The Auditing Authority.

C. The Executive Committee

A - The Governing Board of the Foundation

Article 6 - Constitution and composition of the Board

The Governing Board of the Foundation (hereafter "the Board") shall be composed of at least 7 members.

The first President and members of the first Board are however appointed by the Founder (Art.1).

The terms of office of the members of the Governing Board are laid down in the Organizational Regulations adopted by the Governing Board and forwarded to the Supervisory Authority for agreement.

The members of the Board of the Foundation work on a voluntary basis and can only expect to have their actual expenses reimbursed, as well as their travel expenses. For any work outside the usual duties of the function, a member can receive an appropriate reimbursement.

Paid employees of the Foundation can only sit on the Board in an advisory capacity.

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, without voting rights.

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.

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 from the Board, as well as upon request of the Auditing Authority.

The Board will receive and approve applications for funding submitted to it under Article 3.

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 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.

The Board of the Foundationmay validly deliberate when a majority of the members are present.

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 and of the Auditing Authority.
It is in charge of raising the funds necessary to achieve the goals of the Foundation and, to this end, to spend contracts with specialized bodies,
It annually approves the budget, the balance sheet and the operating account.
It decides the use and the distribution of the capital and revenues of the Foundation.
It is entitled to sign contracts with Organizations for legal services.
It is entitled to draw up organizational regulations.
It shall notify the supervisory authority of any modification to the present statutes.

B - The Auditing Authority

Article 9 - 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 10 - 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.

C – The Executive Committee

Article 11 - 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 three of them.

The Governing Board also designates the Director of the Executive Committee.

Article 12 - 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.

Its organization and duties are determined by organizational regulations drawn up drawn up by the Board.

D - Special Committees

Article 13 – Constitution, composition, organization and duties

Special Committees can be set up, if need be, by the Board.

The latter draws up a rule relating to the special Committee when its creation ids decided.

*

Article 14 - 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 15 - Dismissal

Any member of the Governing Board 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 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 16 - 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.

In case of a dissolution of the Foundation, the remaining balance on the accounts will be entirely transferred to an Institution whose aim is similar to that of the Foundation and which benefits from tax exemption.

Not in any case the assets be returned to the individual founders or to the members, neither used to their profit, entirely or in part, in any manner.

The above Statutes of the OESO Foundation were approved by decision of the Governing Board of the OESO Foundation on December 14, 2018.

Organizational Regulations

The President will be elected by a majority of Board members. His/her term will be 3 years, renewable for

a maximum of three times. He/she will have the responsibility to call meetings, to create the meeting agenda, and to direct the Board meeting.

In the event of death, resignation, change of activities, or serious incapacity of the President, the Vice President shall replace him/her in his/her duties.

The Vice President will be elected by a majority of Board members. His/her term will be 2 years, renewable for a maximum of three times. He/she will serve in the President's absence or in the case of the President's inability to perform his/her duties and will assume the position of Board President.

The Secretary will be elected by a majority of Board members. His/her term will be 2 years, renewable for

a maximum of three times. He/she will be responsible for maintaining the minutes of all meetings and registering all legal documents required for the Foundation.

The Treasurer will be elected by a majority of Board members. His/her term will be 2 years, renewable for

a maximum of three times. He/she will be responsible for paying approved bills of the Foundation,

and maintaining banking accounts as well as investment portfolio of the Foundation.

Members of the Board will be nominated by the President and approved by the majority vote of the entire Board. They will serve a term of 3 years with an option to renew up to three times.

___________

Bylaws