1.1	English shall be the official language of the Society.

2.1	Promote the exchange of clinical experience, scientific thought and investigation among gynaecologists, endocrinologists, scientists, biologists and other qualified persons interested in endometriosis.
2.2	Foster research in endometriosis pathogenesis and treatment.
2.3	Disseminate information about endometriosis.
2.4	Encourage and support collaboration among national and international societies interested in endometriosis .
2.5	Organise the World Congresses on Endometriosis.

3.1	The head office of the Society shall be located in Canada.
3.2	The Society may establish such other offices and agencies elsewhere as the Council determines.
3.3	The World Endometriosis Society shall have a seal in the form adopted by the Council.

4.1	The Society shall be composed of "Regular Members", "Life Members", "Emeritus Members", "Associate Members" and "Junior Members"..

5.1	A person who:
	(a)	is a medical doctor or
	(b)	is a medical doctor or is a PhD
	is eligible to become a Regular Member.
5.2	An eligible person shall become a Regular Member upon
	(a)	nomination by two (2) Regular Members, Life Members or Emeritus Members in good standing;
	(b)	approval by Council; and
	(c)	payment of the annual fee.
5.3	Regular Members have all the rights and privileges of membership including the right to vote and to hold office.

6.1	A Regular Member who
	(a)	has reached the age of 65 years and is no longer in active practice or
	(b)	has been a Regular Member for at least 35 years may apply to become a Life Member and, upon the approval of Council and payment of he annual fee for Life Members, shall become a Life Member.
6.2	Life Members have all the rights and privileges of membership including the right to vote and hold office.

7.1	A person who
	a)	is or has been a regular member
	b)	is no longer in active practice
	c)	has done a very distinctive contribution in the field of endometriosis
	is eligible to become an Emeritus Member.
7.2	An eligible person shall become an Emeritus Member upon
	(a)	nomination by the president of the Society; and
	(b)	approval by Council.
7.3	Emeritus Members have all the privileges of membership including the right to vote and hold office.

8.1	Associate Members may be:
	(a)	Associate Member - Basic or Applied Science,
	(b)	Associate Member - Nursing,
	(c)	Associate Member - Patient organisation,
	(d)	Associate Member - Allied.
	Associate Member - Basic or Applied Science
8.2	A person who
	(a)	is rendering valuable service in the field of Endometriosis; and
	(b)	is working on a topic related to Endometriosis in Basic or Applied Science; and
	(c)	is nominated by two (2) Regular Members, Life Members or Emeritus Members in good standing
	is eligible to become an Associate Member - Basic or Applied Sciences.
	Associate Member - Nursing
8.3	A person who
	(a)	is licensed to practice nursing; and
	(b)	is working on a topic related to Endometriosis; and
	(c)	is nominated by two (2) Regular Members, Life Members or Emeritus Members in good standing
	is eligible to become an Associate Member - Nursing.
	Associate Member - Patient
8.4	A person suffering from endometriosis or working with or representing such patients who
	(a)	can assist the Society in accomplishing its purposes; and
	(b)	is nominated by two (2) Regular Members, Life Members or Emeritus Members in good standing
	is eligible to become an Associate Member - Patient.
	Associate Member - Allied
8.5	A person, including a corporate person or association who
	(a)	can assist the Society in accomplishing its purposes; and
	(b)	is nominated by two (2) Regular Members, Life Members or Emeritus Members in good standing
	is eligible to become an Associate Member - Allied.
8.6	A person eligible to become an Associate Member Basic or Applied Science, Nursing, Patient or Allied shall become an Associate Member upon
	(a)	the approval of Council and
	(b)	he payment of the annual fee.
8.7	Except as otherwise provided in these By-Laws, Associate Members may exercise all the rights and privileges of membership except the right to vote and to hold office.

9.1	A person who
	(a)	is enrolled in a postgraduate training program in Obstetrics and Gynaecology, a fellowship program in reproductive Endocrinology and Infertility or in a PhD program acceptable to Council;
	(b)	is nominated by the Chairperson or Residency Program Director of the training program in which he or she is enrolled; and
	(c)	has paid the annual fee
	is eligible to become a Junior Member upon approval by Council.
9.2	Except as specified in these By-laws, Junior Members exercise all the rights and privileges of membership except the right to vote or hold office.
9.3	Junior Members in good standing may, upon the completion of their post-graduate training program, apply in writing to the Society to become Regular Members.  Upon payment of a fee determined by Council from time to time and approval of their nomination by Council, they shall be eligible to become Regular Members.
9.4	A Junior Member having received certification and entering a sub speciality training program may remain a Junior Member.
9.5	After receiving certification, the Junior Member who has not undertaken sub speciality training and who does not apply to become a Regular Member following three (3) official invitations, will cease to be a Member and will be sent an official letter of termination of membership.

10.1	Any Member may withdraw from the Society by delivering a written resignation to the Executive Secretary.  The resignation shall be effective on the date the resignation is received by the Executive Secretary.
10.2	A Member in arrears of the payment of fees may not exercise any of the rights or privileges of membership until the arrears are paid.
10.3	Any obligation or liability to the Society incurred or arising prior to resignation or suspension continues until such liability or obligation is discharged.
10.4	The Council may, at its discretion and at any meeting, suspend for a period of time the membership of any Member or expel a Member for any reason, if Council decides that retention of such membership is not in the best interests of the Society or in the interests of the women harbouring endometriosis.
10.5	Before suspension or cancellation of membership, Council shall give the Member an opportunity to be heard orally or in writing.
10.6	The suspension or expulsion takes effect on the date determined by Council.
10.7	All membership rights and privileges cease upon the effective date of the suspension or expulsion of the Member but any liability or obligation of the Member to the Society continues until such obligation or liability has been discharged.

11.1	All categories of Members except Emeritus Members shall pay an annual fee.
11.2	Council may levy additional fees to be paid by Members.
11.3	The fees paid shall be determined by Council.

12.1	The Society shall be managed by a Council. The Council shall consist of the President, the President-Elect, the Past President, the Vice President, the Executive Secretary, the Treasurer, the ten (10) Representatives, the Junior Members Representative and one Representative from each category of Associate Members with membership specified in these By-laws.
12.2	A quorum at any meeting of Council is three Members of the Executive Committee and four  Representatives, present in person.
12.3	Associate Members may, from among the membership of their category, elect one person to Council when their membership reaches fifty (50) Members.

13.1	A vacancy on Council occurs if a Council Member
	(a)	resigns by delivering a written resignation to the Executive Secretary;
	(b)	is removed at a special general meeting of Members by a majority of Members present at the meeting. Before suspension or cancellation of membership, Council shall give the Member an opportunity to be heard orally or in writing.
	(c)	becomes mentally incompetent;
	(d)	becomes bankrupt; or
	(e)	dies.
13.2	A vacancy on Council occurring for any of the reasons contained in paragraph 13. 1 may be filled by a majority vote of the Council, but a vacancy in the office of President-Elect shall not be filled except at a special or general meeting of the Regular Members, Life Members and Emeritus members.
13.3	A retiring Council Member shall remain in office until the dissolution of the meeting at which the retirement is accepted or the successor is elected.

14.1	Meetings of the Council are called by the President, or by the Executive Secretary and a majority of Representatives and shall take place at least once a year, and may be held at any time and in any place to be determined by the President or, according to the circumstances, the Executive Secretary provided that at least fourteen (14) days notice is sent to each Council Member.
14.2	No error or omission in giving notice of any meeting of Council shall invalidate such meeting or make void any proceedings taken thereat and any Council Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
14.3	If all Council Members consent generally or in respect to a particular meeting, a Council Member may participate in a meeting of the Council or of a committee of the Council by means of conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Council Member participating in such a meeting by such means is deemed to be present at the meeting. Five (5) days written notice shall be given of such meeting.
14.4	A resolution in writing, signed by all the Council Members entitled to vote on that resolution at a meeting of Council or a committee of Council, is as valid as if it had been passed at a meeting of Council or a committee of Council.
14.5	Members of Council may waive any notice period.

15.1

Council Members shall serve as such without remuneration. No Council Member shall directly or indirectly receive any profit from their position.  Council Members may be paid reasonable expenses incurred by them in the performance of their duties. This section shall not be construed to preclude a Council Member from serving the Society as an officer or in any other capacity and receiving remuneration for services rendered.

16.1	Council may exercise all the powers of the Society except those that are required by the By-Laws to be exercised by the Society at a general or special meeting.
16.2	Without limiting its right to manage the Society, Council may authorise expenditures on behalf of the Society from time to time and may delegate to an officer or officers of the Society the right to employ and pay salaries to employees. The Council may authorize expenditures for the purpose of furthering the objects of the Society.
16.3	Council shall take such steps as it may deem necessary to enable the Society to receive donations and benefits to further the objects of the Society.

17.1	There shall be an Executive Committee consisting of the President, the Past President, the President-Elect, the Vice President, the Treasurer and the Executive Secretary.
17.2	At any meeting of the Executive Committee, presence of the following shall constitute a quorum :
	a)	the President or, in his or her absence, the Vice President or the President-Elect or the Past President,
	b)	the Executive Secretary or, in his or her absence, the Treasurer;
	c)	any two (2) other Members of the Executive Committee.
17.3	Between meetings of the Council, the Executive Committee shall have all the powers of the Council with respect to the management of the affairs of the Society.
17.4	The Executive Committee shall meet at a time and place determined by the President in consultation with the other Members of the Executive Committee.
17.5	The Executive Committee shall determine its own procedures and shall keep minutes of all of its proceedings and circulate same for consideration by the Council.
17.6	All decisions of the Executive Committee shall be reviewed by Council and, unless ratified by Council, such acts shall only have force until the next Council meeting, and in default of ratification shall, at and from that time, cease to have force.
17.7	At least fourteen (14) days written notice of a meeting shall be sent to each Executive Committee Member.  Members may waive any notice period.  Members may participate in a meeting of the Executive Committee by means of conference telephone   or other communication facilities as permits all persons participating in the meeting to hear each other and a Member participating in such a meeting by such means is deemed to be present at the meeting.  In the case of a meeting by conference telephone or other communication facilities, five (5) days written notice shall be given but may be waived by Members.
17.8	A Member ceases to be a Member of the Executive Committee upon cessation of   membership on Council

18.1	Every Council Member and officer of the Society or other person who has undertaken or is about to undertake any liability on behalf of the Society, and their heirs, executors and administrators, and estates and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Society, from and against
	(a)	all costs, charges and expenses which such Council Member, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or her, or with respect to any act, deed, matter of thing whatsoever, made, done, or permitted by him or her, in or about the execution of duties of his or her office or with respect to any such liability;
	(b)	all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.

19.1

The Council may, by resolution, appoint committees setting out the terms of reference, number of Members and term of service.  The Council may from time to time appoint the Members of committees.  The chair of a committee may, at the request of Council, attend Council meetings to report on the progress of the committee.  Each committee shall submit an annual written report to the Society.

20.1

Committee Members shall serve as such without remuneration but may be paid reasonable expenses incurred by them in the performance of their duties.  This section shall not be construed to preclude a Council Member from serving the Society as an officer or in any other capacity and receiving remuneration for services rendered.

21.1	The officers of the Society shall be the President, the Past President, the President- Elect, the Vice President, the Executive Secretary, the Treasurer, the ten (10)   Representatives and such other officers as the Council may by by-law determine.
21.2	Officers shall be nominated by the Nominations Committee. The Nominations Committee shall consist of the President, the Past President, the President-Elect and the Chair or Vice Chair of previous World Congress on Endometriosis. The Nominations Committee shall determine its own procedure. A list bearing the names of candidates seeking election as officers shall be sent to Regular Members, Life Members and Emeritus Members at least fourteen (14) days but not more than sixty (60) days prior to the date of the Biennial Meeting of Members so that the elections are completed prior to the Biennial Meeting. The date on which the ballots are to be returned shall be determined by the Nominations Committee.
21.3	The terms of office of the officers shall be:
	(a)	Executive Secretary - 4 years or until a successor is elected or appointed;
	(b)	Representatives - 4 years or until successors are elected or appointed,
	(c)	All other Officers shall hold office for 2 years or until their successors are elected, appointed or determined in accordance with the By-Laws.
21.4	At the Biennial Business Meeting of Members, half of the representatives Ending their term of office are elected  and half stay in office up to the next congress and completion of their term of office. Following his or her election as President-Elect, the President-Elect shall become President.  If there is no President-Elect at that time, a President shall be elected at that Annual Business Meeting.  At the Biennial Business Meeting the current President becomes Past President; the current President-Elect becomes President; and a new President-Elect is elected.
21.5	Any officer may be removed by a vote of the majority at a meeting of Council Members duly called to remove that officer.

22.1	The President shall call all meetings of the Executive Committee and of the Council. The President shall preside at all meetings of the Executive Committee, of the Council   and of the Members.  The President shall be the official spokesperson for the Society. The President may delegate any of the foregoing responsibilities.
22.2	The Past President shall preside at all meetings of the Executive Committee, Council and Members in the absence of the President.
22.3	The President-Elect chairs all Executive, Council and general meetings in the absence of the President and of the Past President.
22.4	The Vice President shall perform such duties as are determined by Council.
22.5	The Treasurer shall have custody of the funds and securities of the Society and shall keep full and accurate accounts of all assets and liabilities, receipts and disbursements of the Society in the books belonging to the Society and shall deposit all moneys,  securities and other valuable effects of the Society in such chartered bank or trust company as may be designated by Council from time to time.  The Treasurer shall disburse the funds as may be directed by proper authority, taking vouchers for such disbursements, and shall render to the Executive Committee and to Council upon request, an accounting of all the transactions and a statement of the financial position of the corporation.The Treasurer may delegate day to day duties to the Executive Secretary.
22.6	The Executive Secretary shall be responsible for the day to day management of the Society.  The Executive Secretary shall attend as secretary all meetings of the Executive Committee, Council and Members and act as clerk thereof and record all votes and minutes of all proceedings in the books kept for that purpose.  The Executive Secretary shall give or cause to be given notice of all meetings of Members, Council and Executive Committee and shall be custodian of the seal of the Society.  In the absence of the Executive Secretary, the President may delegate the duties of the Executive Secretary to a Member of the Executive Committee.
22.7	Each of the ten (10) representatives shall perform such duties as their term of engagement calls for or the Council requires of them.

23.1	The Executive Committee may appoint, subject to ratification by Council, a Director of Administration. The Director of Administration shall report to the Executive Secretary and shall perform such duties as may be assigned by the Executive Secretary.

24.1	The biennial general meeting of Members shall be held during the biennial World Congress on Endometriosis.  The Members may resolve that a particular meeting be held outside a World Congress on Endometriosis.  Council may have power to call, at any time, a general meeting of Members of the Society.
The Biennial Business Meeting
24.2	Twenty-five (25) Members, Life Members or Emeritus Members present in person constitute a quorum.
24.3	At the Biennial Business Meeting of Members, in addition to any other business being transacted,
	(a)	the report of the President,
	(b)	the report of the Executive Secretary,
	(c)	the financial statements,
	(d)	the report of the auditors, and
	(e)	the appointment of auditors
	shall be presented.
24.4	At least thirty (30) and not more than sixty (60) days written notice shall be given to each Member, Life Member and Emeritus Member of the Biennial Business Meeting or general meeting of Members.  Notice of any meeting where special business must be transacted shall contain sufficient information to permit the Member, Life Member to form a reasoned judgement of the decision to be taken.
24.5	Special meetings of the Members, Life Members and Emeritus Members may be called by the President.  Notice of such a meeting shall be mailed to all Members, Life Members and Emeritus Members at least fourteen (14) but not more than sixty (60) days before the scheduled date set for the special meeting.  The notice must specify the purpose of the meeting and the business to be transacted.
24.6	The President shall call a special meeting of Members at the request of eleven (1 1) Council Members or thirty-five (35) Members, Life Members or Emeritus Members, none of whom shall be a Member of Council.
24.7	No business other than that which is specified in the notice may be transacted at a special meeting.

25.1	At meetings of Members, votes shall be by voice or hand vote at the discretion of the Chair of the meeting unless otherwise specified in the By-laws.
25.2	At any meeting of Members, if a majority so requires, any question may be voted upon secret ballot.
25.3	If the question is to be voted upon by secret ballot, the secretary of such a meeting shall certify the results of the balloting in writing to the President or Chair as the case may be.
25.4	The Council may prescribe mail balloting for any issue, except where the By-Laws requires meetings to be held.
25.5	Mail ballots shall contain the question to be voted upon. A stamped addressed envelope shall be provided to Regular Members, Life Members and Emeritus Members to return the completed ballots.  The ballot shall not identify the Members.  The ballot and the covering letter, if any, shall provide a deadline for the receipt of ballots by the Society. The Society shall not accept any ballots received after the deadline.  The Executive Secretary shall record the results of the balloting and provide Members with the results of the vote. The ballots shall be destroyed one (1) month after the meeting at which they are used.
25.6	At all meetings of Members, every question shall be determined by an absolute majority of votes, unless otherwise specifically provided for in these By-laws.

26.1	The Society shall have a biennial World Congress on Endometriosis to be held at a time and a place as determined by Council.

27.1	The Council shall control the Society's publications and their content.

28.1	Without limiting the borrowing power of the Society as set forth in the Canada Corporations Act, the Council may from time to time, on behalf of the Society,
	(a)	borrow money upon the credit of the Society;
	(b)	sell or pledge bonds, debentures, notes or other evidence of indebtedness or guarantee of the Society, whether secured or unsecured;
	(c)	to the extent permitted by the Canada Corporations Act, give a guarantee on behalf of the Society to secure performance of any future or present indebtedness, liability or obligation of any person;
	(d)	mortgage, hypothecate, pledge, or otherwise create a security interest in all or substantially all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Society including book debts, rights, powers, franchises, and undertakings to secure any such bonds, debentures, notes or other evidence of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Society.

29.1

By-laws of the Society not embodied in the letters patent may be repealed or amended by any by-law enacted by an absolute majority of the Council at a meeting of the Council and sanctioned by affirmative vote of the absolute majority of Members at a meeting duly called for the purpose of considering the said by-law, unless required otherwise by the By-laws, provided that the repeal or amendment of such By-laws shall be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.

30.1

The Members shall, at each Biennial Business Meeting, appoint an auditor to audit the accounts of the Society for report to the Members at the next Biennial Business Meeting.  The auditor shall hold office until the next Biennial Business Meeting provided that the Council may fill any casual vacancy in the office of the auditor.  The auditor's fee shall be approved by Council.

31.1	The financial year end of the Society shall be the calendar year.

32.1

Contracts, documents or any instruments in writing requiring the signature of the Society shall be signed by any two of the President, the Executive Secretary, the Treasurer, the Director of Administration or other designated officer, and all contracts, documents and instruments in writing so signed are binding upon the Society without any further authorisation or formality.  The Council shall have power from time to time by resolution to appoint a person or persons on behalf of the Society, to sign contracts, documents or instruments in writing.  The seal of the Society, when required, may be affixed to  documents, contracts and instruments in writing signed as aforesaid or by any officer appointed by resolution of the Council.

33.1

If the Society enacts a by-law authorising the Society to make an application to the Minister of Consumer and Corporate Affairs for acceptance of the surrender of the charter of the Society, the Council shall, after providing for the debts, liabilities and obligations of the Society, distribute the assets of the Society among organisations which have, in the Council's view, purposes and objects similar to those of the Society.

34.1	The Council may prescribe such rules and regulations not inconsistent with these By- laws relating to the management and operation of the Society.