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Memorandum and articles of incorporation

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Between the persons here below, acting as founding members: Mr. Anthony Erian, Dr. Giorgio Fischer, Dr. Béatrice Lafarge, Dr. Franck Landat, Dr. Toma T. Mugea, Dr. Angelo Rebelo, Dr. Nikolay P. Serdev, Dr. Alberto di Giuseppe and all of those people who will become members hereafter, was founded today a non-for profit organization governed by the provisions of (national legislation).

Article 1: Head office – Object – Duration

The association takes the name of “European Society of Aesthetic Surgery”. The head office is located in Cambridge, UK. It may be transferred to any other European location or country by a simple decision of the management board. The association is created for an unlimited period of time.

Article 2

The politically neutral association has as its object:

Article 2a: Mission

The mission of the European Society of Aesthetic Surgery is to foster, promote, support, augment, develop and encourage the science, ast and practice of aesthetic, cosmetic surgery.

Article 2b: Statements of principles

At all society, the bylaws, codes, rules and policies of the society shall be observed and enforced. Any violation of this code of ethier or any aesthetic society policies bylaws will be remanded to the Judicial Affairs Conseil for review and possible action.

Article 2c: Objet

  • to organize meetings to discuss scientific, social and economic issues relating to cosmetic surgery.
  • to create a specialty “Aesthetic surgery” as such through an European directive.
  • to set up and keep contacts between surgeons doing cosmetic surgery in order to warranty high quality treatment to patients.
  • to set up and promote the community of interest with regard to cosmetic surgery.
  • to provide continuous medical training in cosmetic surgery for instance by way of a periodic publication.
  • to promote the standards of cosmetic surgery in order to guide practitioners in this field to a higher quality of surgery treatment and very high standard ethics.
  • to put at the disposal of surgeons of all specialty fields providing cosmetic surgery a forum to develop common goals.
  • to promote, teach cosmetic surgery and create a diploma of cosmetic surgery after validating examinations.
  • to support, encourage and promote scientific research in science and cosmetic surgery.
  • to publish documents supporting or dealing with the progress of cosmetic surgery science and art and protect their copyrights.
  • to take any other actions whatsoever which are necessary and appropriate to achieve these objectives.
  • to communicate via any media on cosmetic surgery.
  • to represent the interests of cosmetic surgery in any judicial proceedings.
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Article 3: Membership conditions

The association is composed of associated members and beneficiary members. The minimum number may not be less than three.

Article 3a

Are associated members the parties appearing in the present deed. In general, associated members can be persons:

  • Who have a professional qualification in one of the following fields: general surgery, plastic surgery, urology surgery, obstetric, stomatology, maxillofacial surgery, cervicofacial surgery, otorhinolaryngology.
  • Who are recommended by at least two associations.
  • Who carry out at least 100 cosmetic surgeries per year.
  • Who are beyond doubt regarding morality and honorability, bind by the articles of association and regulation of the association, pay the annual fee to be fixed by the general meeting.
  • And who are admitted by decision of the president of the management board.

The associated members participate in the general meetings, have a voting right and in general have all the rights granted to members by the articles of association and my preside various committees.

Article 3b

Are admissible as adhering or affiliated members any other persons who express this wish and proceed to the payment of the annual fee foreseen for adhering or affiliated members.

Article 3c

International members: Members from countries from outside the European Union. Adhering or affiliated or international members have no rights, which are by law or the present articles of association granted to the associated members.

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Article 4: Membership termination

Any member may freely withdraw from the association by sending his letter of termination to the management board.

Any member compromising the interests of the association or who is in severe violation with regard to the association can be excluded from the association.

The exclusion of a member can be decided by the General meeting deciding at simple majority of the votes following:

  • the non-payment of the entrance fee and/or the annual fee due by such member
  • any act which can be damageable to the object of the company
  • and act of such type as to harm the consideration and the honor of its members

In case of termination or exclusion of a member, entrance fees as well as membership dues will remain with the association.

Article 5: General meeting

The general meeting comprises all the members with the exception of the adhering or affiliated members having complied with their obligations towards the association.

Meetings take place once a year in ordinary sessions upon request by the management board to be notified by regular mail at least ten days before the date of the meeting.

The general meeting takes its decision at simple majority of the members present or represented.

Any member, with the exclusion of the honorary members, has one vote at the general meetings. Any member may only have one vote. Members may be represented at the general meeting by another member by written power of attorney, every member present may not represent more than three other members.

The vote at the general meeting will be in writing or possible by hand. Upon proposal by the management boards, members who have not paid their dues can be excluded from voting.

The general meeting elects the members of the management board and fixes the amount of their retribution to ... euro.

The decisions and resolutions of the general meeting are communicated to all members and/or third parties by the ways and means to be decided by the management board.

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Article 6: Management board

The management board is composed of four members at least and two members by European country maximum elected by their country of origin.

Managers can be reelected. The duration of the mandate of the chairman, the vice-chairman, the treasurer, the general secretary my not exceed two years.

The management board has the necessary powers for the daily management of the business of the association.

It represents the association in its relation with third parties, the media, judicial authorities.

The management board will elect among its members a chairman, a treasurer and the general secretary.

The association is bound by the signature of the chairman of the board.

Article 7 : Principles of patients care

Before any intervention, the patients must be clearly and well informed by the surgeon about the risks. They become an estimate before any intervention which describe the types of intervention, the name of the surgeon, the location of intervention, the type of anesthesian: general or local, and the prices all included.

The patients can have an operational report and they must be followed by their surgeon after any intervention. They also received a tip after an any implant. If they are no satisfied, they can call or write to the European Society of Aesthetic Surgery.

Article 8: Financial year

The financial year will start on 1 January and end on 31st December of each year. By way of exception the first financial year shall start on the day the articles of association are accepted by the incorporating meeting and shall end on 31 December 2006.

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Article 9: Revenues

The verification of the state of revenues and expenses of the association shall be made by a treasury commissioner elected for this purpose by the general meeting for a duration of 3 years. This commissioner can be re-elected at the end of his mandate.

Article 10: Amendments of the articles of association

The present articles of association may be amended in accordance with the provisions of article 8 of the law of 21 April 1928 on non-for profit associations and its amendments.

Article 11: Dissolution

The general meeting may decide the dissolution of the association if at least three quarters of its members are present or represented. The dissolution will only be accepted if voted by the two third majority of the members present or represented.

In case of a decision to dissolve the association, its assets will be allocated, after the reimbursement of any debts, according to the decisions of the general meeting to an association with a similar object or a charity organization.

The chairman of the management board or any other person appointed for this purpose by the management board is in charge to carry out all the formalities regarding declaration and publication as foreseen by the law of 21 April 1928 as mentioned above and its amendments.

Following to the incorporation of the association the above founding members have called a general meeting waiving a special and previous notification and have elected as managers of the association “European Society of Aesthetic Surgery”:

Chairman: Doctor Anthony Erian - London, UK
Vice-chairman: Doctor Angelo Rebelo - Lisbon, Portugal
General secretary: Doctor Toma T. Mugea - Romania
Treasurer: Doctor Franck Landat - Luxembourg, has been appointed as account commissioner

The joint stock company VAN GEET, DERICK & CO REVISEURS d’ENTREPRISE with head office in L-2128 Luxembourg 30, rue Marie Adelaide, represented by its management board currently in office.

The annual membership dues are fixed for the associated members to ..... euro per member, for adhering members to .... euro

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