By-Laws

MEMBERSHIP

Any surgeon who belongs to his/her national endoscopic society in any of our member countries will immediately be eligible to be a member of ELSA on payment of the appropriate fee. Surgeons who belong to an established international endoscopic society (e.g. SAGES or EAES) will also be treated likewise. Surgeons who do not belong to any existing society and would like to join ELSA have to be supported by 2 ELSA members.

Membership of the Society shall consist of the following categories:

1. Active member
2. Life member
3. International member
4. Honorary member
5. Corporate member

Active, life, and international members may vote at General Meetings. Only active and life members may be elected to the Executive Committee and the Board of Governors.

ELIGIBILITY FOR MEMBERSHIP

1. Active members

A resident in an Asian-Pacific country who is currently practicing endoscopic surgery and who possesses any one of the following documents may apply to be an active member:

a. A license to practice medicine in an Asian-Pacific country.
b. A diploma, degree or higher qualification in surgery recognized by the state or country of the applicant.
c. A letter from the Chief of Surgery of the applicant’s institution attesting his/her competency in the field of either endoscopy or endoscopic surgery or both.
d. A letter of the applicant’s Program Director or instructor in endoscopy or laparoscopy. Applicants may be required to submit endoscopic reports or other documentation to substantiate practice experience and skills as determined by the Executive Committee.

Academic leaders in any of the above fields may be considered for active membership outside the above criteria.

2. Life members

A resident in an Asian-Pacific country who is practicing endoscopic surgery recommended by two members of the Society or a resident in surgical training recommended by the Program Director of the Residency Training Program and two members of the Society. Furthermore all surgeons in Asia Pacific countries belonging to his/her national or established international endoscopic society are immediately eligible to be a life member of ELSA without necessity to submit documents other than the membership certificate of the respective society.

3. International members

International membership shall be reserved for those who have made significant contributions to surgical endoscopy and/or academic surgery who reside in a country outside the Asian-Pacific continent. International members must fulfill the other requirements for active membership in the Society. International members shall have voting privileges but shall not be eligible for election to office or Board of Governors. They may however, be appointed to subcommittees.

4. Honorary members

Honorary members may be appointed by the Executive Committee from persons of distinction who have made significant contribution to surgery and academic medicine, but need not be in an active surgical practice. Honorary members shall have no voting privileges or be eligible for election to office or appointed to any subcommittee. They may however, be appointed to subcommittee ex-officio.

5. Corporate members

Corporate members shall be companies, corporation or firms or divisions of companies, corporation or firms. The criteria of corporate membership are:

a. Active participation in a business or industry that manufactures, distributes or services equipment, materials or supplies required for related to the practice of surgery, endourology, gastrointestinal endoscopy, laparoscopic surgery or thoracoscopic surgery.
b. Active participation in a company, corporation or firm which publishes educational or scientific informationpertaining or relating to the practice of surgery, endourology, gastrointestinal endoscopy, laparoscopic surgery or thoracoscopic surgery.
c. Active participation in a foundation or corporate fund which supports medical research or education.
d. Such other requirements as shall be set by the Executive Committee.

Completed application forms submitted on prescribed forms for each category of membership, letters of recommendation, Curriculum Vitae and other requested documents shall be sent to the office of the Executive Secretary and distributed to the Executive Committee for review. Names of candidates will be distributed to the Executive Committee at least 15 days prior to the Executive Committee meeting at which the candidate’s application will be discussed.

The Executive Committee, after due deliberation and close scrutiny of each application, shall determine if the applicant meets the criteria for membership and shall submit a recommendation to the Board of Governors.

The Executive Committee shall be responsible for making full disposition concerning admission to membership.

The Executive Secretary shall notify the applicant and the sponsor of the final decision of the Executive Committee.

A copy of the constitution of the Society shall be provided to every applicant who has paid his/her entrance fee. A certificate of membership signed by the President and the General Secretary shall be issued and sent to each new member requesting the certificate after payment of the certificate fee.

ENTRANCE FEES SUBSCRIPTION AND OTHER DUES

Individuals elected to membership shall assume such membership upon payment of the entrance fee and membership yearly subscription of the current year. Annual membership fee is due on 31st of December and lasts for one calendar year. Members elected after the 1st of October will be responsible for annual dues in December for the subscription of the following year. Only paid up members are eligible to vote and stand for election to the Executive Committee and the Board of Governors, in addition to receiving ELSA Journal free of charge and enjoying discounts to meetings organized under the auspice of ELSA.

An entrance fee of the amount to be determined by the Board of Governors is payable within two weeks of election to membership in default of which membership may be cancelled by order of the Executive Committee. The yearly fee for active membership is 30 US$, for international membership 50 US$ and for life membership 200 US$ single payment as per September 2012. Life members will receive the membership certificate free of charge. All other categories shall pay 10 US$ for each certificate. Corporate members shall pay a yearly fee to be decided upon by the Executive Committee.

The yearly subscription will be collected from each active, international and corporate member. Honorary members shall not be required to pay any subscription fee.

If a member falls into arrears with his subscription or other dues he shall be informed immediately by Treasurer. If he fails to settle his arrears within four weeks of their becoming due, the President may order that his name will be posted on the Society’s notice board and that he will be denied the privileges of membership until he settles his account. If he falls into arrears for more than 2 years he will automatically cease to be a member.

Any special subscription for particular purposes may only be raised from members with the consent of the General Meeting of the members.

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EXECUTIVE COMMITTEE AND BOARD OF GOVERNORS

Executive Committee:

The Executive Committee shall consist of the President, a Vice President, a General Secretary, and a Treasurer. These four officers shall constitute the Executive Committee. The Executive Committee shall administer the daily affairs of the Society. The officers may be removed from office by a vote of two-thirds of the members at the Annual General Meeting at any time for reasonable cause.

An Executive Committee Meeting shall be held at least twice a year after 21 days of notice to all Committee members. The President may call an Executive Committee Meeting by giving 14 days’ notice. At least three of the four Executive Committee members must be present for its proceeding to be valid. The Executive Committee will exercise the authority of the Board of Governors and carry out its function in between meetings of the Board.

Board of Governors:

The Board of Governors consists of the Executive Committee members and other ordinary Governors plus an Editor in Chief. The Governors are elected each from a different member country with a maximum of two Governors per member country having a minimum of 50 members in this respective society. Nominations for new Governors can be proposed by any Governor during the Board of Governor meeting. The election to the Board shall be confirmed during the Annual General Meeting. The Board of Governors will meet at least twice a year and will make all policy decisions pertaining to the Society. The invitation to the Board of Governors meeting shall have a 21 days’ notice.

The duty of the Board of Governors is to make decisions affecting the running of the Society when the General Meeting is not sitting. It shall not act contrary to the expressed wishes of the General Meeting without prior reference to it. Half the members of the Board will constitute a quorum for meetings of the Board.

Nominations for election to the Executive Committee and the Board of Governors can be made by every voting member.

Election: In the event of insufficient nominations, names for the members of the Board of Governors shall be proposed and seconded at the Annual General Meeting. Election of the Board of Governors will follow on a simple majority vote of the members.

Vacancies: Whenever a vacancy occurs in the Executive Committee or on the Board of Governors, the vacancy may be filled by the Board until the next Annual General Meeting.

Expenditures: The Executive Committee has the power to authorize the expenditure of a sum not exceeding 1000 US$ per month from the Society’s funds for the Society’s purposes. 

DUTIES OF OFFICE BEARERS

President:

The President shall be the Chief Executive Officer of the Society. The President shall act as chairman at all Executive Committee, Board of Governors, Annual General and Extraordinary General Meetings. He shall execute all orders and resolutions of the Board. The President shall represent the Society in its dealings with outside persons.

Vice-President:

The Vice-President shall assist the President and shall exercise the powers of the President in the latter’s absence. He shall perform other duties as may be imposed by the Board of Governors or the President.

General Secretary:

The General Secretary shall attend and keep the minutes of all Executive Committee, Board of Governors and General Meetings of the Society. He shall supervise the custody of corporate records, except financial of the Society and shall be responsible for their correctness. Before the Annual General Meeting, he shall instruct the Executive Secretary to distribute the place, time and date of the meeting to all members. He shall maintain an up-to-date Register of members at all times.

Treasurer:

The Treasurer shall receive and take custody of all securities, funds and monetary belongings to the Society. He shall be responsible for the keeping of accurate accounts, recording therein all monies, funds, securities, properties and assets in his custody, showing at all times the amount of disbursements. He shall report at each Annual Meeting of the Board of Governors and each Annual General Meeting on the property, receipts, disbursements and financial condition of the Society. He is authorized to expend up to 500 US$ per month for petty expenses on behalf of the Society. He will not keep more than 1000 US$ in the form of cash and money if excess of this will be deposited in a bank named by the Executive Committee or the Board of Governors. Cheques for withdrawal from the bank will be signed by the President, Vice-President or General Secretary in addition to the Treasurer.

Ordinary Board of Governors

The Ordinary Board of Governors shall assist in the general administration of the Society and perform any duties by the Board. Specific subcommittees shall be formed by Governors according to the needs of the Society.

TERM OF OFFICE

The President and Vice-President shall serve for a two year term without possibility of re-election. The General Secretary and Treasurer serve also for a two year term with the possibility of re-election. The other members of the Board of Governors shall be elected for a 2 years term with the possibility to be re-elected once for another full term with respect to a minimum of 8 new members of the Board of Governors each year. Governors who didn’t attend the Board of Governor meetings for two consecutive years shall not be eligible for re-election. Governors elected to the Executive Committee will be eligible to serve as Executive Committee Officer for the additional respective term.

EXECUTIVE SECRETARY

The Board may employ as the administrative management employee of the Board an Executive Secretary who shall serve in the capacity under contract or until such time as two-thirds of the Board shall request his resignation or shall terminate the employment. The Executive Secretary may employ other Staff Members and other employees for the  purpose of carrying out the administrative work of the Society, subject to policies, directions and orders of the Board. The Executive Secretary as the Chief administrator of the Society, shall prepare and submit to the Board plans, suggestions, budgets and recommendations as to policies and practices to be pursued by the Society. All duties are to be conducted under the authority and supervision of the Board or the President.

SUB-COMMITTEES

Standing, Ad-Hoc and special Sub-Committees may be formed as and when deemed necessary by the Board. The Sub-Committee shall act in an advisory capacity to the Board.

The members of the Sub-Committees shall be appointed by the President.

Each Standing, Ad-Hoc and Sub-Committee shall have such powers and duties as prescribed and supervised by the Board.

List of Sub-Committees as per September 2012:

1. Advisory Committee

2. Revision of Bylaws Committee

3. Education Committee

4. Scientific Committee

5. Membership and Corporate Committee

6. Technological Committee

SUPREME AUTHORITY AND ANNUAL GENERAL MEETING

The supreme authority of the Society is vested in a General Meeting of the total voting members presided by the President.

An Annual General Meeting shall be held by December each year. Notice of the Annual General Meeting shall be given at least 60 days before the meeting is due. Particulars of its agenda shall be circulated to all members at least 30 days before the date of the meeting. The following points will be considered at the Annual General Meeting:

1. The Annual Report of the Executive Committee.

2. The previous financial year’s accounts reported by the Treasurer.

3. Report of the Audit Officers.

4. The election of appropriate office bearers and Auditors for the following term.

5. Report of the work of sub-committees.

6. Announcement, presentation and invitation to the next Annual Conference.

7. Items according to the circulated agenda

Any member who wishes to place an item on the agenda of the Annual General Meeting may do so provided he gives notice to the General Secretary 40 days before the meeting is due to be held.

At least one quarter of the total voting membership shall form a quorum at an Annual General Meeting. In the event of there being no quorum at the commencement of the Annual General Meeting, the meeting shall be adjourned for half an hour and should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to amend any of the existing Rules.

Election of Office Bearers:

Members of the Executive Committee will be elected every two years. Candidates for election to the Executive Committee shall be announced with the invitation to the Annual General Meeting. The election is anonymous and in written. The election is confirmed by simple majority. Only voting members are allowed to enter the election and will be controlled at the entrance to the meeting venue by the Executive Secretary (list of active, life, and international members). During the year of election the Annual General Meeting shall start with the election. After completion of the election the meeting will be open for all members. Candidates for any position in the Executive Committee but especially for the President and Vice-President positions can be chosen from the list of countries organizing future ELSA Conferences and the Board of Governors. Other candidates can also be proposed by any voting member, and any nomination provided which was sent in time and by a voting member shall be considered for election as well. The candidates must be active members for a minimum of 5 years or life members of the Society and shall present themselves and their plans to the members of the General Meeting. The election will be declared valid by the departing President who will hand over the duties to the newly elected Executive Committee Officers.

The nomination of new Governors will be circulated with the invitation to the Annual General Meeting. Further nominations can be decided during the Board of Governors meeting. The election of the nominated new Governors shall be approved by the Annual General Meeting.

EXTRAORDINARY GENERAL MEETING

The President shall call an Extraordinary General Meeting within twenty-eight (28) days of receiving a request from the Executive Committee or on a request signed by not less than one-third of total number of total voting membership and specifying the nature of the business. Fourteen (14) days’ notice shall be given for such meeting.

The quorum for the Extraordinary General Meeting shall be at least one-quarter of the total voting membership. In the event of there being no quorum at an Extraordinary General Meeting, the meeting shall be adjourned for half an hour, and should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to amend any of the existing rules.

AUDIT AND FINANCIAL YEAR

Two voting members not being members of the Board of Governors will be elected at each Annual General Meeting and shall hold office for one-year term only and shall not be re-elected for a consecutive term. They will be required to audit each year’s account and present a report to the Annual General Meeting. They may be required by the President to audit the Society accounts for any period within their tenure of office at any date and make a report tothe Board of Governors.

The financial year shall be the calendar year from 1st of January to 31st of December.

INTERPRETATION

In the event of any question or matter arising out of any point which is not expressly provided for in the Constitution, the Board of Governors shall have power to use their discretion. The decision of the Board of Governors shall be final unless it is reversed at a General Meeting of members.

AMENDMENTS TO CONSTITUTION

Any alteration or addition/deletion to the Constitution shall be made only by a vote of at least two-thirds of the total voting membership of the Society present at a General Meeting: and they shall not come into force without the prior sanction of the Registrar of Societies.

PROHABITATIONS

Gambling of any kind and the playing of Paikow or Mahjong whether for atkes or not, are forbidden on the Society’s premises. The introduction of materials for gambling or drug taking and of bad characters into the premises is prohibited.

The funds of the Society shall not be used to pay fines of members who have been convicted in Court.

The Society shall not engage in any Trade Union activity as defined in any written law related to Trade Unions for the time being in force in Singapore.

The Society shall not attempt to restrict or interfere with trade or making directly or indirectly any recommendation to, any arrangement with its members which has the purpose or is likely to have the effect of fixing or controlling the price or any discount, allowances or rebate relating to any goods or services, which adversely affects consumers interests.

The Society shall not hold any lottery, whether confined to its members or not, in the name of the Society or its Office Bearers, Board of Governors, Executive Committee Members or ordinary Members except with the prior written approval of the relevant authorities.

The Society shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

The Society shall not raise funds from the public for whatever purposes without prior approval in writing of the Registrar of Societies and other relevant authorities.

DISSOLUTION

The Society shall not be dissolved except with the consent of three-fifth of the voting members of the Society for the time being resident in Singapore expressed, either in person or by proxy at a General Meeting convened for the purpose.

In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged, and the remaining funds will be donated to the Community Chest of Singapore.

A certificate of dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.