Constitution

VISION

The role of this Federation is to enhance and promote endoscopic surgery and other minimal access techniques by:

• Serving as an international forum for the discussion, evaluation and dissemination of information pertaining to endoscopic surgery and minimal access techniques with the goal of establishing the highest standards of research, education and practice.
• To assume responsibility for selecting the venue for the biennial World Congress of Endoscopic Surgery.

MISSION

• To promote endolaparoscopic surgery worldwide and to foster collaboration among the other surgical endoscopic society and to organize the world congress of endoscopic surgery.

Membership in the Federation should consist of (A) Component surgical endoscopic societies representing continents or subcontinents, or specially designated geographical regions as approved by the Executive Board with strict avoidance of real or perceived duplication or overlap of societal representation and without duplication or overlap. (B) Corporations dedicated to participation in the field of endoscopic surgery.

Founding Society Members.
The seven founding member societies of the Federation are the Canadian Association of General Surgeons (CAGS), European Association of Endoscopic Surgeons (EAES), Endoscopic and Laparoscopic Surgeons of Asia (ELSA), Federation Endoscopica Latin America Chirurgia (FELAC)/Association Latin American Chirugia Endoscopica (ALACE), Japanese Society of Endoscopic Surgery (JSES), Royal Australasian College of Surgeons (RACS), and the Society of American Gastrointestinal Endoscopic Surgeons (SAGES).

Members Society.
As of 2019, IAGES ( Indian Association of Endoscopic and Laparoscopic surgeons), CSLES (Chinese Society of Laparoscopic and Endoscopic Surgeons and KSLES (Korean Society of Laparoscopic and Endoscopic Surgeons) are members of IFSES.

The Federation will conduct business through the deliberations and activities of The Executive Board will have sole final authority in decision making except for the corporate members’ vote that will be valid only for the selection of the World Congress.

An Advisory Board, nominated by the President, has a consultive role, suggesting policy and activities of the Society.

EXECUTIVE BOARD (EB).

Section 1: Mission.

The EB is responsible for the general administration of the Federation. It is the responsibility of the EB to administer the finances of the Federation including assessment and collection of dues. It is also the responsibility of the EB to develop and execute Federation policy, to enforce and/or amend the by- laws and to conduct all business in the interest of the stated purpose of the Federation.

Section 2: Composition.

IFSES will have:

• Executive Board
• Advisory Board
  The Executive Board shall consist of:a) Two representatives from each of the Federation’s member surgical endoscopic societies. The representatives will be appointed by the president of each member society. It is recommended that each member of the executive board shall serve for two years. Terms begin and expire on the day following a

World Congress of Endoscopic Surgery. It is recommended that the two-year term of EB representatives alternate terms to allow continuity of representation within the Federation. The senior representative of each component society is responsible for maintaining active communication with the secretary-treasurer of the Federation.

b) President: The president of the Federation will be elected by the executive committee and will serve for two years years. If the elected president is an active member of the EB, the society who he represents will appoint a new member of the executive board to complete the remaining term. The duties of the president will be to convene meetings of the executive board, plan the meeting agenda and conduct the activities of the Federation in support of the mission. The president will only vote on the EB in the event of a tie. The presidency shall rotate amongst the member societies. After completion of his or her term, that society must await two terms (4 years) before a society member is eligible for the office.

c) Secretary/Treasurer: A secretary/treasurer will be elected, and will also serve a four year term. The duties of the secretary/treasurer are to take minutes of each EB meeting, carry out appropriate communications in a timely manner and maintain an accurate and current set of the Federation by-laws and policy and supervise the budget and accounts of the Federation. A financial report will be presented at the Annual Business Meeting. The first secretary/treasurer will be elected for a two-year term. Thus, the terms of the two officers will be offset by two years.

d) One or two representatives of relevant corporates.

Role of the corporate members is to provides a structured forum and to promote a close interface between the corporate sector and the Federation societies.

e) In the exceptional circumstance that an EB member cannot complete his term, the member society will appoint a representative to complete the term within 60 days from the date of resignation, illness or death. If an officer of the Federation (president or secretary/treasurer) is unable to complete his term, the EB shall elect a replacement to complete the term of office at the next meeting of the EB. Election of all officers will be by simple majority of the representatives of all member societies whether present or otherwise at the EB meeting.

f)  The EB shall have all the power and authority granted by law to the EB, including all powers necessary or appropriate to the management of the business and affairs of the Federation.

g)  Any officer may be removed, either with or without cause, by the affirmative vote of a majority of the Board Members at any annual, regular or special meeting of the EB.

The Advisory Board shall consist of the President, Secretary general, previous 2 Past-Presidents 2 Members selected by the

President from different geographical area and being past members of the EB. The Term is for a Period of 2 years.

Change of Office Bearer.
Changes of all members including the President will take place during the World Congress only, with a ceremony that includes a short introduction of the Keynote Lecture Speaker and followed by a Lecture by the President (Keynote lecture).

Section 3. Meetings.

The EB and Advisory Board will meet yearly, at a minimum. One meeting should be held at the site of the World Congress of Endoscopic Surgery. Minutes of the meeting must be recorded and distributed to the membership within sixty days of the meeting. All representatives will be expected to attend the annual meeting. If a representative is unable to attend a meeting, the president or CEO of the society or corporation may designate an alternate representative.

Section 4: Quorum and Voting

A vote of a majority of Federation member societies is necessary in all matters coming before the Board. If all business cannot be completed during the biennial meeting, mail or electronic ballots for voting may be used after the meeting to complete business. Each surgical society, advisory board members and each corporation is entitled to one vote. Corporations have a single vote in only World Congress site selection. All issues with two exceptions shall be determined by simple majority. The exceptions are (1) the by-laws changes, which will require a 2/3 majority vote of all member societies and corporations present or otherwise; and (2) the acceptance of a new component member society where a unanimous vote is required. There is no need for a quorum. Members societies must be in good standing regarding current dues at the discretion of the EB to be eligible to vote.

At all meetings, each member society is entitled to one vote either in person or by proxy. All proxies shall be in writing and shall be filed with the Secretary. Except as hereinafter provided or except as otherwise specifically provided by law, all matters coming before any meeting of members shall be determined by a majority vote of the members present in person.

The Federation shall generate resources for operation by:

1. Annual dues will be expected of each surgical society and corporate member. This amount shall be determined by a majority vote of the EB and may be changed as needed to achieve the mission of the Federation.
2. Private or corporate donations. Funds may be solicited for Federation purposes with a majority vote of the EB in order to achieve the mission of the Federation.
3. Revenues from the World Congress will accrue to the Federation as described in these by-laws. A 25,000 USD should paid by the awardee of the WCES at least one year in advance.
4. Each Members Society will receive a travel reimbursement of 1.200 USD per year as per their attendance to the EB Meeting

4.  The President will receive 2500 USD while the Secretary General 2000 USD as travel reimbursement per year.

Notice of by-law modification requires notice of no less than one year and 2/3 majority vote, etc. A 2/3 majority vote of the EB, whether present or otherwise, is necessary to modify the by-laws, as stated in ARTICLE VII, section 4, above.

The EB may dissolve the Federation upon a 2/3 vote of the EB. In the event of dissolution, all assets (or debts) will be divided equally amongst all societies belonging to the Federation. This will occur once the secretary-treasurer has determined that no further financial liabilities (or payments) are to be incurred by the Federation (at least 90 days after dissolution).

Section 1. Conflicts of Interest Policy.

The Federation recognized that the skills, talents and relationships of its officers, members and directors are among its richest assets. The Federation is also aware that acquiring goods or services from, or engaging in transactions with, its officers, members, directors and members of their families or entities in which they have a financial interest or in which they are affiliate may create an appearance of impropriety. In order to protect the Federation against any improper appearance, the Federation adopts a conflicts of interest policy as set forth in this Article. The purpose of the conflicts of interest policy is to protect the interests of the Federation when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a member, officer or director of the Federation. This policy is intended to supplement but not replace any applicable laws governing conflicts of interest applicable to nonprofit and charitable corporations.

Section 2. Definitions.

For purposes of this Article, the following terms shall have the meanings set forth below:

a)  “Interested Person” means any member, director, principal officer or member of a committee with EB delegated powers who has a direct or indirect financial interest, as defined below.

b)  “Financial Interest” means, directly or indirectly, through business, investment or family:

(i)  an ownership or investment interest in any entity with which the Federation has a transaction or arrangement, or

(ii)  a compensation arrangement with the Federation or with any entity or individual with which the Federation has a transaction or arrangement, or

(iii)  a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Federation is negotiating a transaction or arrangement.

c)  “Compensation” includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

Section 3. Procedures

a) Duty to Disclose. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest to the directors and members of any committees with EB delegated powers considering the proposed transaction or arrangement.

b)  Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts and after any discussion with the interested person, he or she shall leave the EB or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining EB or committee members shall decide if a conflict of interest exists.

c)  Procedures for Addressing the Conflict of Interest.

(i)  The Chairman of the EB or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(ii)  After exercising due diligence, the EB or committee shall determine wither the Federation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

(iii)  If a more advantageous transaction or arrangement is not reasonable attainable under circumstances that would not give rise to a conflict of interest, the EB or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Federation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Federation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

(iv) An interested person may make a presentation at the EB or committee meeting, but after such a presentation, he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement that results in the conflict of interest.

d) Violations of the Conflicts of Interest Policy.

(i)  If the EB or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

(ii)  If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the EB or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings.

a) The minutes of the EB relating to the implementation of this Article and similar minutes of any committees with EB-delegated powers shall contain:

(i)  The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present and the EB’s or committee’s decision as to whether a conflict of interest in fact existed; and

(ii)  The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

a) Whether the conflicts of interest policy is disseminated and in compliance.

Section 7. Use of Outside Experts.

In conducting the periodic reviews provided for in Section 6, the Federation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the EB of its responsibility for ensuring that periodic reviews are conducted.