Article 1: Name

Under the name European Society for Medical Oncology (ESMO), hereafter also referred to as the Society, a Society was established in 1975 in accordance with Article 60 & ss. of the Swiss Civil Code. ESMO is a non‑party political, non‑profit (not-for-profit) organization.

Article 2: Mission

The mission of the Society is

‑   To improve the quality of prevention, diagnosis, treatment, supportive and palliative care, as well as the follow‑up of patients with malignant disorders

‑   To advance the art, science, recognition, and practice of oncology

• To disseminate knowledge to cancer patients and the public
• To educate and train persons involved in clinical cancer care and research
• To promote education in oncology in order to ensure a high standard of qualification of medical oncologists within the multidisciplinary team
• To promote equal access to optimal cancer care of all cancer patients

‑   To maintain liaisons with other oncology specialties, cancer leagues, universities, patient groups, and, where appropriate, the pharmaceutical industry

Article 3: Domicile

The Society was originally founded in 1975 under the name 'Société de Médicine Interne Cancérologique (SMIC)'. The Society has its domicile in Lugano, Switzerland, where it is registered with the Chamber of Commerce. Upon proposal of the ESMO Board of Directors, the Society may establish auxiliary offices outside of Switzerland. These offices report directly to the ESMO Board of Directors.

Article 4: Members

The Society shall be the sole judge of the moral, ethical, and professional qualifications requisite for acceptance or termination of membership. Members of the Society include five (5) categories: Full members, Junior members, Associate members, Honorary members, and Affiliate members.

Application for membership must be made to the ESMO Head Office by means of a completed official ESMO Membership Application Form. Approval of the applications of Full and Junior members will be performed by the Chairman of the National Representatives Committee in collaboration with the representative of that country/region. The names of new members will be published on the ESMO Web site.

All members can terminate their membership at any time by sending a signed letter to the President of the Society.

A member can be suspended by the Executive Committee and subsequently excluded from the Society by a decision of the General Assembly taken by a majority of two-thirds (2/3) of all votes cast at the General Assembly.

Article 5: Definition of Membership

Full members: are full-time oncologists (Medical, Radiation, or Surgical oncologists as defined in Appendix I).

Full members have the following rights:

• To attend and to vote in the General Assembly
• To be eligible to serve on committees
• To hold office and otherwise participate in membership activities of the Society
• To submit and sponsor one or more abstracts each year to ESMO congresses

Applications for full membership shall be sponsored by a Full member of the Society.

Junior members: are oncologists in training. The membership fee for Junior members is reduced.

The Junior member automatically becomes a Full member after a maximum of four (4) years.

Junior members have the following rights:

• To attend and to vote in the General Assembly
• To be eligible to serve on committees
• To submit and to sponsor one (1) abstract each year to ESMO congresses for which they must be the presenter and the first author

Application for Junior membership shall be sponsored by a Full member of the Society.

Associate members: are healthcare professionals who are actively involved in the research, treatment, and care of cancer, but who are not full-time oncologists.

Associate members have the following rights:

• To attend the General Assembly
• To submit and to sponsor one (1) abstract each year to ESMO congresses

Associate members cannot vote in the General Assembly or hold office in the Society.

Honorary members: are elected by the Board of Directors for their distinguished service to oncology. Honorary members have all the rights of Full members and are exempt from paying membership dues. All past presidents are automatically honored with this title.

Affiliate members: areindividuals or entities not covered by any of the other membership categories who support ESMO's mission.

Affiliate members have the following rights:

• To attend the General Assembly
• To be invited to participate in specific ESMO activities

Affiliate members have reduced access to ESMO member resources.

Article 6: Structure of the Society

The Society encompasses the following bodies:

• General Assembly
• Executive Committee
• Board of Directors
• Permanent Committees

Article 7: General Assembly

The General Assembly is the supreme governing body of the Society and is composed of all members. Full members, Junior members, and Honorary members have the right to vote at the General Assembly.

The General Assembly is ordinarily convened at least once a year by the President of the Society, with members being notified by mail in writing (either post or electronic) at least three (3) weeks prior to the meeting. The General Assembly can also be convened extraordinarily upon the request of the Executive Committee or a fifth (1/5) of the Society's members.

The General Assembly is presided by the Past President or, if unavailable, by an ad hoc president appointed by the General Assembly, and deliberates the points listed on the meeting agenda. The minutes of the meeting are published in the ESMO Newsletter/Web site.

The decisions of the General Assembly, except for other statutory rules, are calculated by a simple majority with an open show of hands. Whenever a vote ends undecided, the President of the General Assembly casts the deciding vote.

The General Assembly is responsible for:

• Approval and revision, either partial or total, of the Society's Bylaws
• Statutory nominations
• Decision of agenda proposals
• Amount of annual membership fees
• Approval of the Society's budget and financial reports
• All other items not reserved to other organs of the Society

For the revision of the Bylaws and the dissolution of the Society, a majority of two-thirds (2/3) of those present and eligible to vote at the time of voting, is required.

Article 8: Executive Committee

The Executive Committee is the executive organ of the Society. The task of the Executive Committee is to facilitate the work of the Society and to apply and execute the decisions of the Board of Directors and the General Assembly.

The Executive Committee is composed of five (5) to nine (9) members.

Members of the Executive Committee are:

• the President,
• two Vice-Presidents (the immediate Past President and the President‑Elect),

• the Treasurer,

elected by all ESMO members eligible to vote, and in accordance with Article 12.

By right of their position, further members of the Executive Committee are:

• The Chairperson of the National Representatives Committee
• The Chairperson of the Educational Committee
• The Chairperson of the Multidisciplinary Oncology Committee

and, as a non‑voting member,

• The Executive Director (Secretary), appointed by the Executive Committee

The Executive Committee designates which of its members shall officially represent the Society, as well as the rights of signature.

The Executive Committee shall meet at least three (3) times a year. The Committee may invite Chairpersons of other committees and other experts to the meetings as required.

8.1 President: The President of the Executive Committee is the President of the Society and represents it officially. The President presides at all meetings of the Executive Committee and the Board of Directors.

8.2 Vice-Presidents: The Past President is the immediate past president. The Past President and the President‑Elect shall serve as Vice‑Presidents. They shall act for the President in the latter's absence and shall carry out such duties as may be assigned to them by the President. The Past President shall preside at the General Assembly.

8.3 Treasurer: The Treasurer shall be responsible for the financial administration of the Society. He/she shall prepare an annual financial report, together with the Executive Director, and present it to the Executive Committee, the Board of Directors, and the General Assembly for approval.

8.4 Executive Director: The Executive Director shall be appointed by the Executive Committee. He/she will serve for three (3) years and may be re‑appointed. His/her duties consist in the execution of the activities of the Society as outlined by the Executive Committee. The Executive Committee nominates the Executive Director, who acts as Secretary of the Committee. His/her function is to execute the activities of the Society as decided by the Executive Committee.

8.5 Editor‑in‑Chief of Annals of Oncology: Annals of Oncology is the official scientific Journal of the Society. The Editor‑in‑Chief, who must be a Full member of the Society, is appointed by the Executive Committee for a period of five (5) years. The appointment may be renewed once. The Editor‑in‑Chief is a member of the Board of Directors and reports annually to the Board of Directors and the General Assembly. The Editor‑in‑Chief'sduties consist of editorial oversight of the Journal, including appointment of the Associate Editors and Editorial Board, who are individually appointed for terms of three (3) years, which are renewable subject to review.

Article 9: Board of Directors

The Board of Directors shall advise on and deliberate the affairs of the Society in accordance with the policies determined by the General Assembly and shall promote the purpose of the Society. The Board of Directors comprises the members of the Executive Committee, the Steering Committee of the National Representatives Committee, the Chairpersons of the Permanent Committees, and the Editor‑in‑Chief of Annals of Oncology.

The Board of Directors shall meet at least once a year and be convened by the President.

Article 10: Permanent Committees

The Society has eight (8) Permanent Committees, each one presided by one (1) Chairperson. The Chairperson is appointed by the Executive Committee after consultation with the previous Chairperson of the respective committee. The Committees are appointed by, and report to, the Executive Committee. The Committee Chairperson may create a Steering Committee to facilitate the daily business of the committee.

In the event that a committee member relinquishes a position before completion of the term of office, the Executive Committee may select another member in collaboration with the Committee Chairperson.

The task and responsibilities of each Committee are as follows:

10.1 Executive Committee: The committee is the executive organ of the Society (please see Article 8).

10.2 National Representatives Committee: The Committee is responsible to the Executive Committee for the coordination of information and projects on a European and international level. The Committee may be composed of one (1) representative from each country and one (1) from the various regions of the world, as determined by the Executive Committee. The members of the National Representatives Committee are Full ESMO members. They are elected for three (3) years, and may be re-elected once for a further term. Their term of office begins on 1 January of the year immediately following the election.

The members of the National Representatives Committee shall elect a Steering Committee composed of three (3) members who represent the Committee on the Board of Directors. The members of the Steering Committee are Full ESMO members. They hold office for three (3) years and may be re-elected once for a further term. Their term of office begins on 1 January of the year immediately following the election. Their term on the Steering Committee of the ESMO Board of Directors follows their term as National or Regional Representative. Stepping down from the ESMO National Representatives Committee also implies no longer being a member of the Steering Committee. Representation on the Steering Committee is not automatically transferred to a new candidate replacing a previous one before the end of their official term.

Candidates for the National Representatives Committee are suggested by ESMO Full members of that country/region after consultation with the national/regional society or societies. All ESMO members eligible to vote from that country/region then vote for the candidate of their choice.

The ballot will include at least two (2) names. Voting is organized, and the votes are counted under the direction of the ESMO Head Office.

The National and Regional Representatives act as an intermediary between members of each country or region and ESMO. They shall inform ESMO about specific national developments in the field of oncology and be helpful to various other committees. The responsibilities of the National Representatives include:

• Providing national contact information useful for ESMO activities
• Representing ESMO to national authorities
• Liaison with, and promoting ESMO membership within, national oncology societies
• Supporting and encouraging participation in ESMO events
• Providing an annual report on the status of oncology in their country
• Acting as an ESMO Spokesperson for their country

10.3 Educational Committee: The Committee is responsible to the Executive Committee for the educational program of the ESMO Congress and Conferences, the ESMO Examination, the Medical Oncologist's Recertification Approval (MORA) Program, the Multidisciplinary Oncology Continuing Medical Education Program, the Guidelines Program, the ESMO Meetings Program, and advice on other educational activities. The Committee is responsible for granting the ESMO label to national and international educational events.

10.3.1 The ESMO Faculty: The ESMO Faculty is composed of members chosen by the Educational Committee who are committed to helping ESMO with its educational responsibilities.

10.4 Fellowship and Award Committee: The Committee is responsible to the Executive Committee for the selection of the candidates for the ESMO Fellowship Program. The Committee is also responsible for the nominations for the various ESMO Awards.

10.5 Young Oncologists Committee: The Committee is responsible to the Executive Committee for the high quality training and education of young oncologists, as well as the fostering and improving of career development opportunities.

10.6  Multidisciplinary Oncology Committee: The Committee is responsible to the Executive Committee for the cooperation and coordination of different disciplines within the Society, such as Medical Oncology, Radiation Oncology, Surgical Oncology, Pediatric Oncology and Basic Research.

10.7 Oncology Accreditation Committee: The Committee is responsible to the Executive Committee for the quality control of patient care and physician education in European cancer institutes, oncology centers, and major university oncology departments.

10.8 Annals of Oncology Editorial Board: The Editorial Board is responsible to the Editor-in-Chief of Annals of Oncology. It works to promote the Journal and assist the Editor-in-Chief in fulfilling his duties.

Article 11: Ad Hoc Committees

The President can appoint different ad hoc Sub-Committees/Working Groups/Task Forces in accordance with the needs of the Society. These ad hoc committees report to the Executive Committee.

Article 12: Elections and Duration of Terms

The ESMO President's term, as well as all ESMO officers' and committee members' terms, shall follow the calendar year. If for some reason a vacancy occurs, the position may be temporarily filled until the end of the year through a nomination by the Executive Committee. However, the new position officially begins on 1 January of the following calendar year when a new candidate is selected according to the Bylaws. The President-Elect is elected by all ESMO members eligible to vote and holds office for two (2) years. His/her term begins on 1 January of the year immediately following the election. After serving for two (2) years as Vice-President (President-Elect), he/she serves for two (2) years as President, followed by two (2) years as Vice-President (Immediate Past President).

The Treasurer is elected by all ESMO members eligible to vote. He/she holds office for three (3) years and can be re-elected once for a further term. His/her term begins on 1 January of the year immediately following the election.

The President-Elect and the Treasurer are elected based on the proposal by the Nominating Committee of at least two (2) candidates for each position. The Nominating Committee will be appointed by the President, with the advice and consent of the Executive Committee. It shall consist of five (5) members: the President, the President-Elect, and three members proposed by the National Representatives Committee.

The voting materials will be sent by mail (post or electronic) to the ESMO members with the right to vote no later than two (2) months prior to the General Assembly. The ballot will include the names of at least two (2) candidates proposed by the Nominating Committee for the office of President-Elect and/or Treasurer. The members will be instructed to cast votes for one (1) candidate for each office and return the ballots by mail (post or electronic) within a set time‑limit. Ballots will be calculated by simple majority under the direction of the Executive Director and the results announced by ESMO and also by the Past President at the General Assembly.

The Chairpersons of the Permanent Committees are appointed by the Executive Committee after consultation with the previous Chairperson of the respective committee. They hold office for three (3) years and can be re‑elected once for a further term. Their term of office begins on 1 January of the year immediately following the election.

Members of the committees, other than the National Representatives Committee, are proposed by the Committee Chairperson and approved by the Executive Committee for a period of three (3) years, and can be re-nominated. Their term of office begins on 1 January of the year immediately following the election. All ESMO committee members must be ESMO Full, Honorary, or Junior members and are required to attend committee meetings in person.

Article 13: Finances

All members, with the exception of Honorary members, as stated in Article 5, shall pay annual membership dues as fixed by the General Assembly. Dues shall be paid to ESMO immediately upon election as a member of the Society (a pro rata reduction of 50% is applicable for the year of joining if election takes place after 30 June), and thereafter before 1 January of each year. The annual fee will include a free subscription toAnnals of Oncology. Non‑payment of dues after the deadline of the second reminder constitutes loss of benefits, with loss of membership at year-end, unless decided otherwise by the Executive Committee. Former members shall be reinstated upon re-application.

The financial resources of the Society are composed of annual membership fees, donations, income from publications, publicity, courses, congresses, and other activities organized by the Society.

The financial operations of the Society shall be guided by a budget that has been approved by the Executive Committee, Board of Directors, and subsequently by the General Assembly.

The financial year shall close each year on 31 December. An audit of the Society's account will be made annually by a certified public accountant. It will be presented to the Executive Committee, Board of Directors, and the General Assembly. A copy will be made available upon request to any member of the Society.

The liabilities and obligations of the Society towards third parties may be enforced only against its assets and excludes all personal responsibility of individual members. The responsibility of a member towards the Society is limited to the annual membership dues fixed by the General Assembly.

Article 14: ESMO Foundation

The ESMO Foundation supports ESMO's education and research mission worldwide, by funding initiatives in high-quality cancer care and prevention, career development, and patient education.

Article 15: Congresses

The ESMO Congresses and other meetings are part of the main scientific and educational activity of the Society and the Executive Committee is responsible for their organization.

Congress Scientific Committee: The Congress Scientific Committee is an ad hoc committee that is elected for each congress to establish the content of the scientific program. The Chairperson of the Scientific Committee is elected by the Executive Committee, after consultation with the Chairperson of the Scientific Committee of the previous congress.

Ex‑officio members are the Chairperson of the Scientific Committee of the previous congress, the ESMO President, the ESMO President‑Elect, ESMO Past President, the Chairperson of the Educational Committee, the Chairperson of the Multidisciplinary Oncology Committee, the Chairperson of the National Representatives Committee, the ESMO Congress Organizer (non‑voting), the Executive Director (non‑voting), and a representative of the Young Medical Oncologists (under 40 years of age).

The further members are proposed by the Chairperson of the Scientific Committee to the Executive Committee.

Congress Local Committee: The Chairperson of the Congress Local Committee is a full-time oncologist, Full member of ESMO, resident of the country where the congress takes place, and is elected by the Executive Committee after consultation with the national oncology society or its equivalent, the country's National Representative, and other appropriate opinions.

The position of Chairperson and member of the Congress Local Committee is honorary and serves as a link to the authorities of the country, mainly focusing on the recognition of the event. The committee's additional members are proposed by the Chairperson of the Congress Local Committee to the Executive Committee.

Article 16: Indemnification

Officers of the Society are expected to act on a voluntary basis for each committee on which they serve. Their expenses related to ESMO activities will be reimbursed. Additional reimbursement can be granted according to the ESMO Reimbursement Policy established by the Executive Committee.

Article 17: Amendments

Proposed amendments to the Bylaws of the Society may originate with the Executive Committee or Board of Directors. Proposed amendments may also originate from any member of the Society, provided they have the endorsement of at least twenty (20) members of the Society in good standing, and are submitted in writing to the Board of Directors no later than three (3) months prior to the General Assembly. Amendments properly proposed to the Board of Directors will be presented at the following General Assembly, accompanied by the recommendation of the Board of Directors. Such proposals must be included as an item on the agenda and should be available to the members three (3) weeks before the General Assembly. Adoption of amendments shall require the approval of more than two‑thirds (2/3) of the members present and voting at the General Assembly.

Article 18: Dissolution

The Society shall be dissolved if a resolution to this effect is supported by an affirmative vote of two‑thirds (2/3) of those cast by voting members at a General Assembly. Proposals of such resolutions must be submitted in writing to the Board of Directors at least six (6) months prior to the General Assembly and have the endorsement of at least twenty (20) members of the Society in good standing. Additionally, they must be circulated among the members at least two (2) months prior to the General Assembly. Such resolutions may contain provisions whereby any assets remaining after the satisfaction of all debts and liabilities shall not be paid to or distributed among the members of the Society, but shall be turned over to one or more similar organizations selected by the outgoing Board of Directors.

Article 19: Governing Law and Disputes

These Bylaws shall be governed by and construed in accordance with Swiss law. The exclusive place of jurisdiction for all disputes arising in connection with or based on these bylaws shall be at the domicile of the Society.

This version of the Bylaws was approved by the 2005 ESMO General Assembly at its meeting on 1 November 2005, in Paris, France.

Appendix I: Definition of an Oncologist

An oncologist is a physician taking care of cancer patients full-time. He/she has training in Medical Oncology or Radiation Oncology or Surgical Oncology. He/she is able to use the respective therapies and symptomatic, psychological, supportive, palliative, and after care in daily clinical practice to improve the quality-of-life of cancer patients. He/she will be trained and continue to update his/her knowledge in the application of such interventions for optimal benefit, taking into account the psychological and social needs of cancer patients and their families.