1.1 The registered office of the Corporation shall be in the State of Arizona.
1.2 The Corporation may also have offices at such other places, both within and outside the State of Arizona, as the Executive Council may from time to time determine or the business of the Corporation may require.
2.1 The Corporation shall have the following categories of members:
b. Must have at least 3 years work experience in Occupational Ergonomics and/or Occupational Safety as evidenced by significant publications/reports.
c. Shall have all the privileges of membership including participation in the annual meeting.
d. Shall be a voting member and eligible for holding office in the Corporation.
Associate Membera. A person who does not possess either the appropriate academic/educational background and/or work experience in Occupational Ergonomics and Occupational Safety to become a Full Member.
b. Shall have an active interest in Occupational Ergonomics and/or Occupational Safety.
c. Shall have the privileges of participating in the annual meeting, but shall not be a voting member and shall not be eligible to hold any offices in the Corporation.
Student Membera. Shall have provided documentary evidence of being enrolled as a full-time graduate or undergraduate student.
b. Shall have an active interest in Occupational Ergonomics and Occupational Safety.
c. Shall have the privileges of participating in the annual meeting, but shall not be a voting member and shall not be eligible to hold any offices in the Corporation.
a. Shall be a recipient of a CERTIFICATE OF RECOGNITION and not a member of the Corporation (in case the recipient is already a member, he/she shall retain his/her current membership status).
b. Shall have all the privileges and rights of a Full Member.
c. Shall not be required to pay any annual membership dues but is encouraged to do so on a voluntary basis.
2.2 Each Full and Honorary Member shall be entitled to one vote. Institutional members are not entitled to vote.
2.3 The Corporation members shall undertake the responsibility to promote, support and advocate the goals of the Corporation in every reasonable and feasible way.
2.4 Membership may be terminated by written notice to the President or Secretary of the Corporation.
2.5 The Corporation may terminate membership if the member is no longer considered supporting the goals of the Corporation or no longer actively represents the field of occupational ergonomics and safety.
2.6 Membership shall be terminated by July 31st of the year if the Treasurer does not receive the annual membership dues for the year by June 1st of that year.
2.7 Membership dues shall be charged to each individual member and each institutional member annually. The minimum annual contribution shall be determined by the Corporation. Members may contribute more than the minimum amount set by the Corporation.
MEETINGS OF MEMBERS
3.1 Meetings of the members shall be held at such place, either within or outside the State of Arizona, as from time to time may be fixed by the Executive Council.
3.2 Annual meetings of members, commencing with the year 2014, shall be held during the Annual International Occupational Ergonomics and Safety Conference.
3.3 A special meeting of the members for any purpose may be called at any time by the President of the Executive Council, by a majority of the Executive Council, or by one-tenth of the voting members of the Corporation at the time entitled to vote with respect to the business to be transacted at such a meeting. Such meeting may be transacted via tele-conferencing. At a special meeting no business shall be transacted and no corporate action shall be taken other than those purposes stated in the notice of the meeting.
3.4 Written or printed notice stating the place, day and hour of every meeting of the members and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed, emailed, or posted on website not less than ten nor more than sixty days before the date of the meeting to each member of record entitled to vote at such meeting, at his or her address which appears in the share transfer books for the Corporation. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the members entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.
3.5 A majority of the outstanding members having voting power, represented in person or by proxy, shall constitute a quorum at meetings of members. If a meeting cannot be held because a quorum is not present or represented, then those persons not able to attend in person, may in fact email their voting power or those present may adjourn and reschedule the meeting with notice within 120 days. At such second meeting, if a quorum is still not present or represented, another date must be set and a third meeting duly convened. If any listed purpose of a special members meeting includes: to dissolve, to bankrupt, to sell or merge the corporation, to sell assets outside the normal course of business, to modify these bylaws, and/or to remove an officer or director, then the meeting must be rescheduled, and only by a quorum being present may these issues be decided. For al other issues, at the third meeting, without a quorum, business may be voted on by the members present, and a majority of the members present shall be able to prevail.3.6 At any meeting of the members each member of a class entitled to vote shall, as to such matter, have one vote, in person or by proxy. Every proxy shall be in writing, dated and signed by the member entitled to vote or his or her duly authorized attorney-in-fact. A majority of members is defined as more than fifty percent (50%) of the members able to vote and participating in the vote. Abstentions are counted as non-votes. If there is a tie vote of members, the issue shall be tabled as undecided.
4.1 The Corporation shall have an Executive Council, headed by its President. The Executive Council shall consist of ten voting members. This number may be increased by amendment to the articles of incorporation or these bylaws.
4.2 The voting members of the Executive Council shall include the President, President-Elect, Past President, Secretary, Treasurer, Newsletter Editor, and four Members-at-Large of the Corporation. Each member shall have one vote. Executive Council members may not vote by proxy. Decisions shall be taken by simple majority of the members present.
4.3 All day-to-day business of the Corporation shall be conducted by the President, the President-Elect, the Past-President, the Secretary, and the Treasurer.
4.4 All members of the Executive Council shall assume responsibility at the end of the regular annual meeting.
4.5 The President, Secretary, Treasurer, Newsletter Editors and four Members-at-Large shall be elected by plurality vote before the annual meeting of the members. The President shall hold office for one year and subsequently serve as Past-President for one year. The term of office for the other elected officials shall be two years and until his or her successor is elected and qualified.
4.6 All persons nominated for the Executive Council must be a member in good standing. Before being nominated, the President-Elect should have served in an elected capacity in the Executive Council for one year.
4.7 Any Executive Council member may be removed from office at a meeting called for expressly that purpose by the voting of members holding not less than a majority of the membership entitled to vote at an election of Executive Council members.
4.8 An officer is eligible to be elected to a different office at the end of the current term of office. If the officer seeks re-election to the same office, a waiting period of two years is mandatory.
4.9 Any office to be filled because of a vacancy may be filled by the affirmative vote of a majority of the entire Executive Council, and the term of office of any official so elected shall expire on the date fixed for the expiration of the term of office to which such official was so elected.
4.10 The property, affairs and business of the Corporation shall be managed by its Executive Council, and, except as otherwise expressly provided by law, the Articles of Incorporation or by these By-Laws, all of the powers of the Corporation shall be vested in such Council.
4.11 The President, Secretary, and Treasurer are authorized to represent the Corporation in all matters pertaining to the operation of the Corporation.4.12 Officers may be reimbursed for actual expenditures made for the Corporation.
MEETINGS OF THE EXECUTIVE COUNCIL
4.13 Meetings of the Executive Council, regular or special, may be held within or without outside the State of Arizona and may be held by conference telephone conversation.
4.14 Regular meetings of the Executive Council may be held without notice at such time and place as shall from time to time be determined by the Executive Council.
4.15 Special meetings of the Executive Council may be called by the president or upon the written request of a majority of the members of the Executive Council.
4.16 Notice of a special meeting of the Executive Council shall be in writing and delivered in accordance with the type of notice outlined in Article III, Section 3.4.
4.17 A majority of the members of the Executive Council shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the members of the Executive Council present at a meeting at which a quorum is present shall be the act of the Executive Council. If a quorum is not present at a meeting of the Executive Council, the members of the Executive Council present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
4.18 Any action required or permitted to be taken at a meeting of the Executive Council may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Council.
4.19 The Executive Council shall authorize expenditures only according to a written budget, approved by the Corporation. Budgets shall be submitted to the members at the annual meeting and approved by the members either by mail vote or at other scheduled meetings.
4.20 The Executive Council may select from its members such other committees as may be needed to carry out the business of the Corporation. The Executive Council may designate two or more Executive Council members to constitute each committee, and shall have the power to fill in vacancies, change the membership, or discharge the committee at any time.
4.21 Each committee shall have and exercise such duties and powers as are conferred upon it by resolution of the Executive Council. However, the delegation of authority to a committee shall not relieve the Executive Council or any member of responsibility imposed upon it or him by law.
4.22 Meetings may be held within or outside the State of Arizona and may be held by conference telephone conversation. A majority of the committee may fix the time and place of its meetings, and a quorum shall be required for the transaction of business.
4.23 A majority shall constitute a quorum except where a committee consists of only two members; then both members must be present in order to transact business. Whether or not a quorum is present, the members of a committee who are present at a meeting may appoint other members to act in the place of absent members.
In conducting its business, the vote of a majority of the committee shall be the act of the committee, except where the committee consists of only two members; then the vote must be unanimous. The committee shall keep minutes of its proceedings and shall report the same to the Executive Council, when required.
4.24 Members of a committee may be allowed reimbursement for actual expenses in accordance with the provisions set forth for members of the Executive Council.
4.25 The Corporation shall have a Nominating Committee:
a. The Nominating Committee shall be comprised of the President-Elect, the Secretary, and one member of the Corporation who is not a member of the Executive Council, for a term of two years, to assist the President-Elect in conducting the election. The President-Elect shall have the responsibility for conducting the election of new officers for the Executive Council.
b. A call for nominations shall be sent to all members by February. The call will have information on eligibility requirements for nominees, and on the rules of the election procedure. Nominations made/received after due date will not be considered. Candidates will be asked to prepare a one-page or less biographical sketch for distribution with the ballot. Ballots shall be sent to all full members and honorary members by email by May 1st. All ballots, returned to the President-Elect by May 15, shall be counted.
4.26 The Corporation shall have an Awards Committee:
a. The Awards Committee shall be comprised of the President-Elect, Chairperson of the Conference, and a member of the Corporation who is not a member of the Executive Council. The term for the latter member shall be two years.
b. All nominations for awards shall be given to the Awards Committee in writing no later than January 31, and must be signed by at least one member of the Corporation. Each member can nominate only one person for a single award and nominations shall be valid only for that year. Nominations can be renewed for the next year.
c. From the nominees, the Awards Committee shall elect the person(s) to receive each award.
d. Members of the Award Committee will not be eligible to make nominations during their term.
e. The Corporation shall have the following awards: Distinguished Achievement Award; Certificate of Recognition; and the Outstanding Occupation Ergonomics and Safety Application Award
5.1 Written or email notice of the annual meeting or of special meetings shall be delivered to each member of record entitled to such notice. The notice shall state the place, day and hour of the meeting; and in the case of a special meeting, the consideration of the removal of a member of the Executive Council, or an amendment of the charter or bylaws, the notice shall state the purposes for which the meeting is called. Notice shall be deemed to have been given when sent to the address appearing on the books of the Corporation, or when personally delivered to the member, or when left at his or her residence or usual business place, or when delivered by email.
5.2 Notice need not be given for regular Executive Council meetings. Notice of special Executive Council meetings shall be in writing (including email), and shall state the place, day and hour or the meeting. The purpose for the meeting need not be specified.
5.3 The president or the secretary (or in their absence, an agent appointed by either of them) shall deliver such notice to each Executive Council member, either personally, mail or by email at least three days before the date of the meeting. Notice shall be deemed to have been given at the time when same shall have been mailed with postage thereon prepaid, to the address appearing on the books of the Corporation, or when personally delivered to the Executive Council member, or when left at his residence or usual business place.
5.4 An Executive Council member's attendance at a meeting of the Executive Council shall automatically constitute a waiver of notice of such meeting, unless the member protests the lack of notice prior to or upon the commencement of the meeting.
5.5 Whenever notice is required under the articles of incorporation or these bylaws to be given for any meeting, a waiver in writing, signed by the persons entitled to such notice, shall be deemed equivalent to the giving of a notice. Such waiver need not specify the purposes of the meeting, but to be valid, it must be signed by each Executive Council member either before or after the meeting.
6.1 Duties of the Officers of the Corporation shall generally pertain to their offices. The Executive Council may give such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Executive Council. The Executive Council may require any Officer to give such bond for the faithful performance of his or her duties as the board may see fit.
6.2 The president shall be the chief executive Officer of the Corporation, shall preside at all meetings of the members and the Executive Council, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Executive Council are carried into effect.
6.3 The president shall execute under the seal of the Corporation bonds, mortgages and other contracts requiring a seal, except where the signing and execution thereof shall be expressly delegated by the Executive Council to some other Officer or agent of the Corporation.
6.4 The secretary shall attend all meetings of the Executive Council and all meetings of the members and shall record all the proceedings of the meetings of the Corporation in a book to be kept for that purpose. He or she shall perform like duties for such committees as the Executive Council may require him or her to serve. He or she shall give, or cause to be given, notice of all meetings of the members and special meetings of the Executive Council, and shall perform such other duties as may be prescribed by the Executive Council or the president, under whose supervision he or she shall be.
The secretary shall have custody of the corporate seal and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested to by his or her signature or by the signature of such assistant secretary. The Executive Council may give general authority to any other Officer to affix the seal of the Corporation and to attest to the affixing by his or her signature.
6.5 The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Executive Council.
The treasurer shall disburse the funds of the Corporation as may be ordered by the Executive Council, taking proper vouchers for such disbursements, and shall render to the president and the Executive Council, at its regular meetings or when the Executive Council so requires, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.
.01 "Applicant" means the person seeking indemnification pursuant to this Article.
.02 "Expenses" includes legal fees.
.03 "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
.04 "Official Capacity" means (I) when used with respect to an Officer , the office of a member of the Executive Council of the Corporation; or (ii) when used with respect to an individual other than the Officer, the office in the Corporation held by the Officer or the employment or agency relationship undertaken by the employee on behalf of the Corporation. "Official Capacity" does not include service for any other foreign or domestic Corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
.05 "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
.06 "Proceeding" means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal.
7.2 The Corporation shall indemnify any person who was or is a party to any proceeding, including a proceeding by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he or she is or was an Officer, member of the Executive Council, or employee or agent of the Corporation, or is or was serving at the request of the Corporation as a trustee, partner or Officer of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him or her in connection with such proceeding if (i) he or she believed, in the case of conduct in his or her official capacity, that his or her conduct was in the best interest of the Corporation, and in all other cases that his or her conduct was at least not opposed to its best interests, and, in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, and (ii) he or she was not guilty of gross negligence or willful misconduct.
7.3 Not withstanding section 7.2 of this Article: No indemnification shall be made in connection with any proceeding charging the applicant with improper benefit to himself or herself, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. To the extent that the applicant has been successful on the merits or otherwise in defense of any proceeding referred to in Section 7.2 of this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses actually incurred by him or her in connection therewith.
7.4 All decisions with regard to indemnification shall be made by a majority vote of the Executive Council, excluding the vote of any member who is the subject of such vote.
7.5 The foregoing right of indemnification shall not be exclusive of other rights to which any such member of the Executive Council or Officer may be entitled as a matter of law.
7.6 Expenses covered by such indemnification shall include the cost of reasonable settlements (other than amounts paid to the Corporation itself), made with a view to curtailing costs of litigation whenever the best interests of the Corporation are served. In determining the reasonableness of any settlement, the judgment of the Executive Council shall be final.
7.7 The Corporation shall have the power to purchase Directors and Officers liability insurance on behalf of any such person who is or was a member of the Executive Council or Officer of the Corporation.
8.1 Proposals for future conferences shall be evaluated by the Executive Council. A decision on the venue and the appointment of the Conference Chair will be made by the Executive Council. The President will inform the successful proposer and the appointed Conference Chair.
8.2 The Conference Chair shall have the following responsibilities:
a. The Conference Chair will submit a preliminary budget and plan of the meeting to the Executive Council at least one year prior to the event.
b. The Conference Chair shall formulate the Program and Organizing Committees and get the submissions reviewed.
c. The Conference Chair shall determine the registration fee.
d. The Conference Chair shall serve as Editor of the Proceedings of the Corporation conference for that year.
e. The Conference Chair will select the conference facility and make the necessary arrangements for the meeting and will be the signatory on the contract with the facility.
8.3 Exhibitors shall be permitted to exhibit at the Annual Conference provided they sign a contract with the Conference Chair relieving him/her and the Corporation of all liabilities, financial, legal, or other. The exhibitors shall pay the Corporation the registration fee determined by the Conference Chair for the privilege of exhibiting during the duration of the conference.
9.1 All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Executive Council may designate.
9.2 The financial support of the Corporation shall consist of membership dues, contributions from conferences, and any legal acquisitions by the Corporation, including legacies, gifts, and interest income from investment of reserves.
9.3 The fiscal year of the Corporation shall begin on January 1 of each year or at such other time as established hereafter by the Executive Council.
9.4 The corporate seal shall have inscribed thereon the name of the Corporation, and used by causing it to be affixed or a facsimile to be reproduced, or by writing the word "(seal)" next to the signature of an authorized Officer of the Corporation.
10.1 These bylaws may be altered, amended or repealed and new bylaws adopted by the affirmative vote of a majority of the Executive Council and the affirmative vote of seventy-five percent of the votes received. Notice of a proposal to alter, amend or repeal these bylaws or adopt new bylaws shall be included in the notice of any meeting at which such alteration, amendment, repeal or adoption is to be considered.
EFFECT OF PROVISIONS OF LAW AND ARTICLES OF INCORPORATION
11.1 Each of the provisions of these bylaws shall be subject to and controlled by specific provisions of law or the articles of incorporation which relate to their subject matter, and shall also be subject to any exceptions or more specific provisions dealing with the subject matter appearing in these bylaws, as amended.