Documents For Review
Please review the Technical Adviser and Confidentiality Policy Documents within your own company.
Article 1. – Identity and Organization
Section 1. The Office Ergonomics Research Committee (the Committee) shall consist of companies/corporations who wish to actively support office ergonomic research.
Section 2. The Office Ergonomic Research Committee shall organize and function as a non- profit corporation per U.S. tax laws.
Section 3. The Committee has been incorporated in the State of Vermont and maintains its corporate office in the city and state of its Executive Director.
Section 4. The fiscal year of the corporation shall be from April 1 through March 31.
Section 5. The Committee will operate through a Board of Directors and elected officers as described in these by-laws.
Article 2. –Members
Section 1. Companies wishing to join the Committee must apply for membership and be approved for membership by a majority vote of those Voting Representatives voting.
Section 2. To become a member and to remain a member, member companies must pay annual dues in the amount determined by the Board of Directors and are subject to the terms of Article10, Dues.
Section 3. Each member company shall have one Voting Representative as identified by the member company. A Voting Representative shall be bound to cast his/her vote as directed by the majority of his/her company’s Directors. A Voting Representative may give his/her proxy in writing.
Section 4. A member company may be removed from membership for misuse of the organization’s name by a vote of two thirds of all Voting Representatives.
Article 3 . – Directors
Section 1. The Directors of this corporation shall be at least equal to the number of member companies, but not less than 3, and as set from time to time by the Voting Representatives at either the annual meeting or at a special meeting called for that purpose. A member company in good standing may name or remove a Director or Directors to the Board by notifying the Executive Committee or Executive Director in writing.
Section 2. Each member company’s Voting Representative on the Board of Directors for the ensuing year shall be chosen by the member company as described in Article 2, Section 3. Each Director and Voting Representative shall serve until his or her successor is named by the member company.
Section 3. The Board of Directors shall have responsibility for the entire management of the business of the corporation and for that purpose is vested with all the powers possessed by the corporation, so far as this delegation of authority is not inconsistent with the laws of the State of Vermont.
Article 4. – Meeting of Board of Directors
Section 1. All meetings of the full committee shall be considered meetings of the Board of Directors. The meetings will be held, in person, either in Vermont or at any place designated by a majority of the Executive Committee.
Section 2. Special meetings of the Board of Directors shall be held at any time or place within or without the State of Vermont whenever called by the President, the Secretary or by a majority vote of the executive committee or the Voting Representatives.
Section 3. Notice of a special meeting of the Board of Directors shall be given to each Director, stating the purposes thereof, by an Officer or Director. Notice mailed to the Director’s usual or last known place of business or residence Seven days before the time when the meeting is to be held, stating the date and time of such meeting, shall be sufficient notice in all cases. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Notice may also be waived by a writing including message transmitted by email or FAX filed with the records of the meeting.
Section 4. A majority of the Voting Representative members of the Board of Directors as constituted for the time being, present or represented by proxy, shall constitute a quorum for the transaction of business. When a quorum is present at any meeting, a majority of the Voting Representatives present, shall decide any question brought before such meeting, unless the question is one upon which a larger vote is required by law or by express provision of the Articles of Association or these By-Laws.
Section 5. Members of the Board of Directors and members of any committee as defined in Article 6, and designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other, and participation in a meeting in such a manner shall constitute presence in person at such meeting.
Article 5. – Officers
Section 1. The Officers of the corporation shall be a, President, Vice-President, Treasurer and Secretary, each of whom shall be elected by vote of the Board of Directors at an announced meeting held prior to April 1 of the election year. The Board of Directors may also designate an Executive Director who shall be a non-voting member of the Board.
Section 2. Officers shall be elected for a term lasting two years. No Officer shall serve for more than two consecutive years in the same position. A member of the same company cannot hold the office vacated by another representative of that same company. A member company may hold only one elected office per year.
Section 3. The Board of Directors may also appoint such other Agents or Committee Heads as it may deem advisable and prescribe the duties thereof by majority vote.
Section 4.President. The President shall be the Chief Executive Officer of the corporation. He/She shall have all of the powers and duties which are usually vested in the Office of President of the corporation, together with such other duties as the Board of Directors shall designate. The President shall preside at all meetings of the Board of Directors.
Section 5. Vice President. The Vice President shall exercise all the powers and duties of the President in the event that the President is unable to fulfill them.
Section 6. Treasurer. The Treasurer shall review all moneys received and expended for the use of the association, and shall approve other expenses as authorized by the Board and such other officers as the Board may prescribe.
Section 7. Secretary. The Secretary shall ensure notice of and attend all meetings of the corporation, if possible; approve the record of all funding and policy actions; attest documents; and, perform such other duties as are usual for such official or as may be duly assigned to him/her.
Section 8. Executive Director. The Executive Director shall be an ex officio member of the Board of Directors, the Executive Committee and of all standing committees, without vote. The Executive Director shall manage the day-to-day affairs of the corporation subject to the direction and control of the Board of Directors, and shall have such other powers and duties as may be assigned by the Board of Directors. The Executive Director may not, however, commit the corporation to any extra budgetary expenditure nor shall he/she have the power to pledge, borrow or hypothecate any of the corporation’s assets.
Article 6 – Standing and Special Committees
Section 1. Committees. The Board of Directors, by majority vote, shall have the power to authorize and appoint such standing and special committees, as may be deemed desirable or necessary.
Section 2. Executive Committee. The officers of the Corporation (President, Vice-President, Treasurer and Secretary) shall constitute the Executive Committee. Additional members may be added with approval of the Voting Representative members of the Board. Subject to the applicable provisions of law and to the direction of the Board of Directors, in the intervals between the meetings of the Board of Directors, the Executive Committee may meet and may exercise the authority of the Board of Directors in the management of the property, affairs, and business of the corporation, and it shall have power to address unanticipated items that cannot wait until the next full Board Meeting, and may exercise any powers of the Board of Directors which are not specifically required by law or the By-laws or by resolution of the Board of Directors to be done or exercised by the full Board of Directors. Meetings of the Executive Committee may be actual or electronic. Notice of the Executive Committee meetings, waiver of notice, and adjournment shall be the same as required for regular or special meetings of the Board of Directors unless by common agreement of all members of the Executive Committee, except that notice shall be addressed only to members of the Executive Committee.
Article 7. – Compensation
Section 1. No member of the Boards of Directors of the corporation shall receive, directly or indirectly, any salary, compensation, or emolument from the corporation for services rendered as a Director, except for reimbursement of reasonable expenses actually incurred; a Director may be employed by the corporation in any other capacity and may receive reasonable compensation for services as may be authorized by a concurring vote of two-thirds (2/3) of all the Voting Representatives. No officer of the corporation shall receive, directly or indirectly, any salary, compensation or employment from the corporation, either as such officer or in any other capacity.
Article 8. – Indemnification of Officers and Directors
Section 1. Any Officer or Director of the corporation now or hereafter serving as such shall be indemnified by the corporation against any and all claims and liabilities to which he has or shall become subject by reason or serving or having served as such Officer, Director or Executive Director, or by reason of any action alleged to have been taken, omitted or neglected by him/her as such Officer or Director; and the corporation shall reimburse each such person for all legal expenses reasonably incurred by him/her in connection with any such claim or liability.
Section 2. The amount paid to any Officer or director by way of indemnification shall not exceed his/her actual, reasonable and necessary expenses incurred in connection with the matter involved.
Section 3. The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any Officer or Director of the corporation may otherwise be entitled by law.
Article 9. – Dissolution
The association shall use its funds only to accomplish the objectives and purposes specified in these By-laws and the Articles of Association. On dissolution of the association any funds remaining shall be distributed with the approval of a majority vote of the Board of Directors.
Article 10. – Dues
Section 1. The annual dues of the association shall be determined by majority vote of the Voting Representatives.
Section 2. Members who fail to pay their dues within sixty (60) days from the time the same become due shall be notified by the Executive Director, and, if payment is not made within the next succeeding sixty (60) days shall, without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership. The Executive Committee may prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member and for good cause shown.
Article 11. – Amendment
Section 1. The By-Laws may be amended, added to or repealed by the a majority of the Board of Directors, provided notice and copies of proposed changes are given to member representative 30 days prior to the meeting, or notice thereof is waived.
The foregoing By-Laws were adopted by the Directors at the Organizational Meeting of the Directors held on the 17th day of January 1997. The by-laws were revised at the January, 10, 2005 meeting. The By-laws were further amended on September 6, 2007.