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HUMAN FACTORS AND ERGONOMICS SOCIETY BYLAWS

(Amended as of October 14, 2011)

Article I - Membership

Section 1.

The corporate (voting) Membership shall consist of all Full Members of the Society. There shall also be nonvoting Associates, Affiliates, and Student Affiliate members, and any additional special classes of membership that are established by a three-fourths vote of the full Executive Council.

Section 2.

The Full Membership of the Society shall be composed of all Full Members in good standing at the time of adoption of these Bylaws and any others who are thereafter admitted to Full Membership.

Section 3. Qualifications for Membership

Full Member. Any person who has a bachelor?s degree, master?s degree, or doctorate from a regionally accredited institution and five full-time years of applicable experience in human factors work as defined by the Executive Council shall be eligible to become a Full Member of the Society. Appropriate academic degrees beyond the bachelor?s degree may be substituted in part for work experience up to a total of four years. Interpretation of applicable academic degrees and work experience shall be made by the Membership Services Department. For exceptional applicants, the academic degree requirements may be waived by a three-fourths majority vote of the full Executive Council.

Associate: Any person who has two years of full-time, relevant experience in the human factors/ergonomics field and is active in the human factors/ergonomics field shall be eligible to become an Associate of the Society.

Affiliate: Any person who is interested in the human factors and ergonomics field but who does not qualify for Full Member or Associate status, shall be eligible to become an Affiliate of the Society.

Student Affiliate: Any person who is enrolled as a full-time undergraduate or graduate student at an accredited college or university shall be eligible to become a Student Affiliate of the Society.

Special: Qualifications for any special class of membership, such as Fellow or Emeritus or Sustaining Member, shall be established by the Executive Council.

Section 4. Application for Membership

A candidate for membership in the Society shall submit, on an approved form, an application that specifies the candidate?s qualifications .

Procedures for application to special classes of membership shall be established by the Executive Council.

Section 5. Election to Membership

Members of all classes shall be elected by majority vote of the full Executive Council.

Section 6. Termination of Membership

The affiliation of a person with the Society in any class of membership may be terminated at any time by resignation or by a two-thirds vote of the full Executive Council. Except for Emeritus Members, failure to pay dues for one year shall be considered resignation.

Section 7. Privileges of Membership

Full Members of the Society in good standing shall be entitled to vote, to hold office, and to participate in all activities of the Society. Associates, Affiliates, and Student Affiliates shall be entitled to participate in all activities of the Society, except that they may not vote or hold office. Student Affiliates and Sustaining Members shall receive a subscription to each regular publication of the Society. Special classes of membership shall be entitled to any privileges established by the Executive Council, except that the privileges of voting and holding office shall depend solely upon meeting the basic qualifications for Full Member of the Society.

Section 8. Membership Dues

Annual dues shall cover the fiscal year of the Society and shall be established by the Executive Council for each class of membership.

Article II - Officers

Section 1

The Officers of the Society shall be the President, President-Elect, Immediate Past President, Secretary-Treasurer, Secretary-Treasurer-Elect, Immediate Past Secretary-Treasurer, and six Members of the Executive Council.

Section 2. Duties of Officers

The Officers of the Society shall perform the duties that are regularly or customarily attached to their offices under the laws of the State of California, and any other duties that are required of them by the Executive Council and these Bylaws.

The Members of Executive Council elected as such and other officers of the Society designated in this Article shall constitute the Executive Council, which shall govern the affairs of the Society.

The President shall be the chief executive officer and a member of the Executive Council. The President shall preside over all meetings of the Society and of the Executive Council; appoint or direct the appointment of all committee chairs not otherwise specified in these Bylaws, with the advice and consent of the Council; and supervise the Executive Director in the management of the nonfiscal business of the Society.

The President-Elect shall be a member of the Executive Council and shall chair the Policy and Planning Committee. The President-Elect shall act as an understudy to the president in preparation for assuming the duties of the presidency. The President-Elect shall assume the duties of President during the President?s temporary absence.

The Immediate Past President shall be a member of Executive Council.

The Secretary-Treasurer shall be a member of the Executive Council and shall chair the Finance and Budget Committee. The Secretary-Treasurer shall supervise and oversee the Executive Director in the management of finances.

The Secretary-Treasurer-Elect shall be a member of the Executive Council. The Secretary-Treasurer-Elect shall act as the understudy to the Secretary-Treasurer in preparation for assuming the duties of office.

The Immediate Past Secretary-Treasurer shall be a member of the Executive Council.

Section 3. Election of Officers

At least five months prior to the Annual Meeting of the Society, the Executive Director shall send a call for nominations for the offices to be filled to all voting Full Members of the Society. The nomination ballot shall provide, for each office, an opportunity to nominate three individuals for each office.

One month after the call for nominations ballots is sent, the nominations shall be closed. The Executive Director and the Chair of the Nominations and Elections Committee shall verify the number of nominating votes for each nominee for each office and determine the names of the candidates for each office to be presented to the membership.

The ballot shall include, for president-elect and secretary-treasurer-elect the names of the three persons who received the greatest number of nominating votes and for the two at-large Executive Council positions the names of the six persons who received the greatest number of nominating votes and who are both eligible and willing to stand for the office, as determined by the Committee. If any nominee is found to be ineligible or unwilling to stand for the office, the name of the person who ranks next in the number of nominating votes, and who is eligible and willing to stand for office, shall be substituted. If two nominees are tied for the final position on the election ballot for any office, then both nominees shall be included. If three or more nominees or tied, the tie shall be resolved by drawing lots. The names of the nominees for each office shall be listed in alphabetical order on the ballot.

One month after the election ballots are sent, the election shall be closed. The Executive Director and the Chair of the Nominations and Elections Committee shall certify the election results to the membership. The candidate for each office who receives a plurality of votes shall be elected. A tie shall be resolved by drawing lots.

All candidates shall be notified of the outcome of the election. The names of the Officers-Elect shall be communicated to the membership within 30 days.

Upon petition by fifty Full Members in good standing, the Chair of the Nominations and Elections Committee shall arrange for an independent recount of the ballots.

The petition must be received by the Central Office within two months of the notification of the election results.

Section 4. Terms of Office

The Officers-Elect shall assume office for the purpose of conducting business at the end of the scheduled business meeting of the incumbent Executive Council at the Society?s Annual Meeting. The formal transfer of office shall take place at the Society?s Annual Business Meeting. An officer shall hold office until a successor assumes the office, or until the Executive Council declares the office vacant as provided elsewhere in this Article. The term of office of the President-Elect shall be approximately one year, followed by approximately one year as President and then approximately one year as Immediate Past President.

The term of office of the Secretary-Treasurer-Elect shall be approximately one year, followed by approximately one year as Secretary-Treasurer and then approximately one year as Immediate Past Secretary-Treasurer.

The terms of office of the six Members of the Executive Council elected as such shall be approximately three years; the terms of two of these members shall expire at each Annual Meeting of the Society.

Section 5. Eligibility and Vacancies

To be a candidate for any office of the Society, an individual must be a Full Member in good standing and must be able to discharge the duties of that office, as determined by the Nominations and Elections Committee.

No individual may hold more than one elective office concurrently. However, an incumbent Immediate Past President, Immediate Past Secretary-Treasurer, or at-large Member of Executive Council in the final year of their three-year term is eligible to stand in nomination for another office. Any officer of the Society must be in the final year of the three-year term of office to be eligible to stand in nomination for reelection to the office currently held.

Any officer of the Society may resign from office by submitting a letter of resignation to the Executive Council. However, resigning shall not allow an officer to circumvent the eligibility requirements for election to a different office or reelection to the same office.

If any elected incumbent fails to perform the duties of office for any reason, the Executive Council may, by a two-thirds vote of the full Council, decree the office vacant. If the office of President or Secretary-Treasurer becomes vacant for any reason, the President-Elect or Secretary-Treasurer-Elect, respectively, shall assume the additional duties of the vacated office for the remainder of the term and then serve the regular term in that office.

If the office of President-Elect or Secretary-Treasurer-Elect becomes vacant for any reason, the Council shall appoint an incumbent officer to become President-Elect or Secretary-Treasurer-Elect. The appointed President-Elect or Secretary-Treasurer-Elect shall complete the normal sequence of office as if elected by Membership vote. If necessary, the vacancy created by this appointment shall be filled in the next election.

If the office of Immediate Past-President, Immediate Past Secretary-Treasurer, or Council Member becomes vacant, the Council shall appoint an incumbent officer to assume the additional duties of the vacant office until the next election, when any vacancy that remains shall be filled. The term of any officer elected to fill a vacancy shall be equal to the remaining term of the vacant officer.

Section 6. Executive Committee

An Executive Committee of the Council shall be formed of the President, President-Elect, Secretary-Treasurer, and at least one member of the Executive Council to be elected by a majority vote at the first meeting of the Council. The Executive Committee shall have authority to take those actions on behalf of Council specified by a two-thirds vote of each full Council.

Section 7. Society Position Statements

Subject to prior approval by the Executive Council, the Society may take a position and express an opinion on human factors/ergonomics issues.

Article III - Committees

Section 1.

The selection of committee chairs, except as otherwise provided in the Bylaws, and the status and continuance of each committee shall be determined by the President with the advice and consent of the Executive Council. Committee chairs shall normally serve from the time of their appointment until the completion of the term of the President who appoints them.

Article IV - Affiliations

Section 1.

The Society may affiliate with other professional organizations to promote common purposes.

Section 2. Local Chapters

The Executive Council may authorize the establishment of local Chapters, subject to any conditions adopted by the Council.

All Full Members of a local Chapter shall be Full Members of the Society. A Chapter may establish other classes of Chapter membership in accordance with Chapter Bylaws, and qualifications for these classes of membership must be approved by the Executive Council of the Society.

Section 3. Student Chapters

Any Full Member of the Society who is directly affiliated with an academic institution of higher learning approved by the Executive Council may, upon written request, be authorized to form a student group to be known as ?The (name of institution) Human Factors and Ergonomics Society Student Chapter.? Any student currently enrolled in good standing in the institution shall be eligible for membership.

Section 4. Chapter Bylaws and Reports

The Bylaws of all Chapters shall be compatible with the Articles of Incorporation and Bylaws of the Society, and must be approved by the Executive Council of the Society. Each Chapter shall keep records of all money received and paid out, and shall submit to the Central Office an annual financial report, a roster of current members, and a brief written report of its activities within one month of the end of the calendar year.

Section 5. Technical Groups

The Executive Council may authorize the establishment of Technical Groups subject to any conditions adopted by the Council. The Chair of a Technical Group shall be a Full Member of the Society.

The Council of Technical Groups shall assist in the formation, development, and operation of Technical Groups. The Council of Technical Groups shall be composed of a representative from each Technical Group, with a chair elected by the representatives.

Article V - Meetings

Section 1.

The Annual Meeting of the Society shall be held at a time and place designated by the Executive Council. There shall be a business meeting of the Society during the Annual Meeting.

Section 2.

A special business meeting of the Society may be called at any time and place by the Executive Council, or shall be called by the Executive Director upon the written request of at least ten percent of the Full Members.

Section 3.

Announcements of all meetings of the Society shall be communicated to Full Members of the Society at least forty-five days prior to the meeting date.

Section 4.

The presence in person of fifty Full Members of the Society shall constitute a quorum at any business meeting of the Society.

Section 5.

During any business meeting of the Society at which a quorum exists, the Full Members may, by a majority vote, order the submission of any question, except one affecting the Bylaws of the Society, to the Executive Council or to all Full Members by ballot.

Section 6.

The Executive Council shall meet during the Annual Meeting of the Society and at the call of the President. The presence in person of a majority of the members of Executive Council shall constitute a quorum.

Article VI - Amendments

Section 1.

Motions to adopt, amend, or repeal the Bylaws must be consistent with the Articles of Incorporation and must bear the signatures of at least ten percent of the Full Members of the Society or be approved by a majority of the Executive Council. Such motions shall be submitted in writing to the Executive Director for communication to the membership. The Executive Director shall then submit the motions by mail ballot to all voting Full Members of the Society no sooner than sixty days and no later than ninety days after publication. The Full Members of the Society shall be allowed at least thirty days but not more than forty-five days to vote. Approval by two-thirds of the Full Members who vote shall be required to adopt, amend, or repeal Bylaws.

Section 2.

The adoption, amendment, or repeal of a Bylaw shall take effect immediately upon its passage and shall be communicated to the membership. The complete text of the current Bylaws shall be published annually.

Article VII - Central Office and Executive Director

Section 1. Central Office

The Central Office of the Society shall be located in the County of Los Angeles, State of California. The Central Office shall administer any Society business and perform any other services charged to it by the Executive Council.

The Central Office shall be managed by the Executive Director.

Section 2. Executive Director

The Executive Director shall implement the policies and procedures established by the Executive Council under the direction of the President and the Secretary-Treasurer.

The Executive Director shall be appointed for a term not to exceed five years, may be reappointed, and may be removed from office at any time; each of these actions shall require a two-thirds vote of the full Executive Council. The Executive Director shall not hold any elective office in the Society.

The Executive Director shall appoint personnel and acquire materials and equipment for Society, within budget limits.

The Executive Director shall manage the finances of the Society, subject to the approval of the Secretary-Treasurer. The Executive Director shall: administer all funds, and deposit or invest them as directed by the Secretary-Treasurer; collect all dues and authorized assessments; sign checks and drafts on behalf of the Society to disburse funds for authorized expenditures; keep records of all money received and paid out, and make these records available at reasonable times to any Full Member of the Society; prepare and submit annually to the Executive Council an audited financial report and a proposed budget for the next fiscal year for its approval; monitor expenses against established budgets; and notify the Council and the responsible persons when discrepancies occur.

The Executive Director shall manage the nonfiscal business of the Society, subject to the approval of the President. The Executive Director shall direct correspondence to the proper persons and handle all routine matters. The Executive Director shall have charge of the seal and the corporate records, subject to call, and shall direct the publication of the minutes, records, reports, and proceedings authorized by these Bylaws and the Executive Council.

The Executive Director shall prepare and maintain an annual calendar of events and lead-time dates. The Executive Director shall: issue calls for meetings, nominations, and elections; develop and maintain consistency checks on past actions and policies of the Society; bring to the attention of the Executive Council any matters that may concern them; and help to plan new areas of activity for improving operations and increasing revenue.

The Executive Director shall be an ex-officio member of all Society committees and shall perform duties not specifically delegated to another Officer or Full Member of the Society, subject to the approval of the Executive Council.

The Executive Director shall be entitled to attend any meeting of the Executive Council but shall not vote.

Article VIII - Indemnification

The Human Factors and Ergonomics Society shall indemnify and hold harmless each person who serves as an officer, staff member, committee chair, or technical group officer of the Society (collectively "agent") from and against any and all claims and liabilities, whether the same are settled or proceed to judgment, to which the agent becomes subject by reason of his or her position with the Society, or by reason of any action alleged to have been taken or omitted by the person in his or her capacity as agent, and shall reimburse each agent for all legal and other expenses (including the cost on settlement) reasonably incurred by him or her in connection with any such claim, liability, suit, action or proceeding, provided that the agent acted in good faith and in a manner that he or she reasonably believed to be in the best interests of the Society. No agent shall be indemnified against, or be reimbursed for, any claims, liabilities, costs, or expenses incurred in connection with any claim or liability or threat or prospect thereof, based upon or arising out of willful misconduct of that person's duties as officer, staff member, committee chair, or technical group chair. The final and conclusive determination of the propriety of indemnification and reimbursement hereunder and the reasonableness of such costs and expenses shall be made by the Executive Council acting at a meeting at which a quorum is unaffected by self-interest. The rights that accrue to any person under this provision shall not exclude any other right to which that person may be lawfully entitled.