Bylaws

PREAMBLE

 

Ergonomics is the discipline that applies scientific data and principles about people to the design of equipment, products, tasks, devices, facilities, environments, and systems to meet the needs for human productivity, comfort, safety and health. Ergonomics is synonymous with human factors and human factors engineering. For simplicity, only the term ergonomics will be used hereinafter.

ARTICLE I. NAME

 

The name of this Corporation shall be referred to as the BCPE.

ARTICLE II. PURPOSE

 

The purpose of the BCPE, a non-profit public benefit corporation organized under the laws of the State of Washington, is to protect the consumer of ergonomists’ professional services by: (a) establishing, promoting, and revising as necessary, standards that reflect the qualifications for the professional practice of ergonomics; (b) establishing procedures for the evaluation of the credentials of those who voluntarily apply for Certification by the BCPE, causing the issuance of a Certificate to those who have qualified, in the sole judgment of the BCPE, as having met the standards established by the BCPE; (c) maintaining and disseminating a directory of certificate holders on a regular basis; and (d), otherwise advancing the field as well as the practice of ergonomics.

The BCPE may, from time to time, establish other purposes as long as those purposes advance ergonomics as a profession and are acceptable activities for a non-profit entity under the United States Tax Code.

ARTICLE III. LIMITATIONS

 

The BCPE is a private, non-profit, tax-exempt, autonomous, voluntary credentialing organization. No parts of the net earnings of the BCPE shall inure to the benefit of, or be distributable to, its Directors, officers, or other private persons, except that the BCPE shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article II, above.

The BCPE shall not engage in any activities relating to election campaigns for candidates seeking political office.

ARTICLE IV. BCPE DIRECTORS

 

Section 1. Directors: The Certification Board of Directors (hereinafter “Board”) shall be comprised of elected Directors, four of whom serve as elected Officers: President, Vice-President, Treasurer and Secretary. The total number of elected Officers and Directors will be no less than nine (9) and include a Director at Large.

Section 2. Selection and Appointment: Directors other than the Director at Large shall hold CPE or CHFP certification. The Director at Large shall not be a BCPE certificate holder, but should be otherwise appropriate and qualified to provide leadership on the Board. Directors shall be selected and appointed by the Board in accordance with the procedures established by the Standing Nominating Committee as described in Article VII, Section 3. of these Bylaws.

Section 3. Term of Office: Each Director and the Director at Large shall serve a term of three years beginning at the close of the annual business meeting at which their selection is ratified by the Board. A full three year term shall be considered the passage of three annual meetings. No Director shall serve more than two terms consecutively. After leaving the Board, a Director shall not be eligible to be reappointed to the Board for at least one year.

Section 4. Vacancies: Whenever a vacancy occurs on the Board, the vacancy shall be filled by special election by the Board for the remainder of the vacating Director’s term.

Section 5. Resignation and Removal: A Director may resign at any time by filing a written resignation with the President of the BCPE.

The Board may remove any Officer or Director for cause by two-thirds vote of the entire Board at any regular or special meeting of the Board, provided that a statement of the reason or reasons for removal shall have been mailed by Registered Mail to the Officer or Director proposed for removal at least thirty days before any final action is taken by the Board. This statement shall be accompanied by a notice of the time when, and the place where, the Board is to take action on the removal. The Officer or Director shall be given an opportunity to be heard and the matter considered by the Board at the time and place mentioned in the notice. 

‘For cause’ includes:
a. Committing an act(s) which violate the Bylaws, policies or procedures of the BCPE. 

b. Absence from more than two (2) consecutive business meetings, that is an annual and mid year meeting of the Board of Directors, without sufficient reason as determined by the majority of the Board, shall be considered a resignation from the Board.

Section 6. Duties and Functions of the Board: The Board shall have full authority to establish policies, rules, regulations, and requirements for the certification program. The Board shall distribute for review and comment proposed changes in policies, rules, regulations, and requirements to Directors at least thirty days prior to the meeting at which the Board will vote on the proposed changes. Upon Board approval, reasonable advance public notice will be given prior to implementation.

The Board shall establish and maintain fee structures for its certification program.

The Board shall direct the establishment and implementation of certification criteria and procedures for its certification.

The Board shall employ an Executive Administrator to carry out administration of Board policy and programs, and the Board shall have the power to remove the Executive Administrator, in conformance with the procedures set out in the paragraph above.

The Board shall elect the officers and may appoint consultants whose specialized knowledge and ability would be of value in conducting BCPE business affairs.

The Board shall maintain a policy manual.

The Board shall carry out any other lawful activities deemed necessary to further the objectives of the BCPE.

ARTICLE V. MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1. Regular Business Meetings: The annual meeting of the BCPE shall be conducted at a time and place designated by a majority of the Board for the election of officers and the transaction of business that comes before the Board. There shall be one other regular business meeting of the Board each year at a place designated by a majority of the Board for the transaction of such business as may come before the Board. The agenda of all items to be discussed at each Board meeting shall be distributed to Directors at least fourteen days prior to the meeting.

Section 2. Special Meetings: Special meetings may be called by a majority of the Board or by the President, filing a written request for such a meeting with the Secretary and stating the object, date, and hour therefore, due notice having been given each director thirty (30) days prior to date of meeting.

Section 3. Notice: Notice of all regular and special meetings of the Board and an agenda of all items to be discussed at such meetings shall be given to all Directors by the Executive Administrator no less than fourteen (14) days prior to the meeting.

Any Director may waive notice of any meeting. The attendance of a Director at any 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.

Section 4. Quorum: A majority of the Directors, one of which must be the President, the Vice-President, the Secretary or the Treasurer, shall constitute a quorum of any meeting of the Board. Such majority shall be capable of transacting such business as may be provided in the Bylaws.

Section 5. Mail and Electronic Votes: When not in meeting, should a matter requiring a vote of the Board arise, a ballot by mail or e-mail, authorized by the President, may be taken. A two-thirds (2/3) vote of the entire Board will be necessary to carry.

Section 6. Telephone and Electronic Conferences: The President may authorize a telephone or an electronic conference meeting of the Board when deemed necessary, and ten (10) days notice of such conference call shall be given each Director. Such notice shall include objective, date, and hour of conference. Should an item of business need immediate attention and action by the Board, a telephone or electronic conference may be called without previous notice, as long as all of the Directors have been contacted. A two-thirds (2/3) roll call vote of the entire Board will be necessary to carry.

Section 7. Proxies: Voting by proxies shall not be permitted.

ARTICLE VI. OFFICERS

 

Section 1. Elective Officers: Elective officers of the Board shall serve as President, Vice-President, Secretary, and Treasurer.

Section 2. Appointive Officer: The appointive officer of the Board shall be the Executive Administrator.

Section 3. Nominations and Elections: Officers shall be elected annually by the Board at the annual business meeting. Election shall be by written ballot and the majority of the ballots cast shall elect, provided a quorum of directors is present. In the event of a tie on the first ballot, run-offs between the candidates in contention shall be conducted until a majority vote for one candidate is achieved.

Section 4. Term of Office: The newly elected officers shall take office at the close of the meeting at which they are elected and the term of office shall be one year, or until respective successors assume office. An officer of the corporation may serve more than one (1) term in the same office. 

Section 5. Vacancies: In the event the office of President becomes vacant, the Vice-President shall become President for the unexpired portion of the term. In the event the office of Vice-President, Secretary or Treasurer becomes vacant, the President shall appoint interim officers to fill such vacant offices until a scheduled meeting of the Board can be held. 

Section 6. Removal and Resignation: As stated in Article IV, Sections 5.

Section 7. President: The President shall be the chief elected officer of the corporation. The President shall oversee the affairs of the corporation and shall preside at all meetings of the Board. The President may sign in this corporate capacity, with the Secretary and Executive Administrator on, certificates of qualification, deeds, mortgages, bonds, contracts, or any other instrument which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute to some other officer or agent of the corporation; and in general shall perform all duties as prescribed by the Board. The President may issue resolutions or statements on behalf of the Board and take official action on matters of professional significance without approval of the Board that is not contrary to BCPE policy.

Section 8. Vice-President: In the absence of the President or in the event of his inability to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the office of President. The Vice-President shall be responsible for an annual review of the bylaws to commence each fall prior to the meeting of the Board of Directors.

Section 9. Secretary: The Secretary shall oversee the keeping of the minutes of all Board and Executive Committee meetings, periodically review the operation of the Corporation’s offices to see that all necessary records are properly maintained and that applications are being properly processed, and perform such other duties as may be assigned by the President.

Section 10. Treasurer: The Treasurer shall oversee the funds, securities and deposits of the corporation, monitor and analyze financial activity and reports for accuracy and report trends on the financial condition of the organization, participate in the preparation and maintenance to the annual corporate budget, and perform such other duties as may be assigned by the President.

ARTICLE VII. COMMITTEES

 

Section 1. Appointment: The President, with consent of Directors, shall appoint committees of the Board, except the Nominating Committee and the Executive Committee. Such committees may be composed of Directors or of consultants, or of both. The Board may prescribe the need and/or the composition of such committees.

Section 2. Quorum: A quorum of a committee exists when a majority of its members are present at a live, telephonic or electronic meeting.

Section 3. Standing Nominating Committee:
A. Composition, election, and term in office: This Committee shall be composed of at least three directors, including those directors whose terms are expiring within one year and are not seeking another term on the Board. The Committee shall select its own Chairman. 

B. It shall be the duty of this Committee:
           i. To work with the BCPE staff and the remaining directors to solicit applications for Board candidacy from qualified certificate holders.
           ii. To review the applications and study the qualifications of proposed Board candidates, requesting additional information and/or references, if applicable. 
           iii. To present the list of candidates and their application materials to the Board at least fourteen (14) days prior to the midyear meeting.

C. Election shall be held at the midyear meeting by written ballot. The majority of the ballots cast shall elect, provided a quorum of directors is present. In the event of a tie on the first ballot, run-offs between the candidates in contention shall be conducted until a majority vote for one candidate is achieved.

Section 4. 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 Board of Directors. 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, the Executive Committee may meet and 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 which are not specifically required by law or the Bylaws or by resolution of the Board 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 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 VIII. GOVERNANCE

 

Section 1: No director of the Board, elected officers, or employees of the BCPE may act on behalf of the BCPE or hold himself or herself out to the public as authorized to act on behalf of the BCPE without the express consent of the Board.

Section 2: The fiscal year of the Board shall begin on January 1 and terminate on December 31 of each calendar year.

Section 3: Roberts Rules of Order, New Revised Edition, shall be the parliamentary authority for the conduct of all meetings of the Board, except as otherwise provided in these bylaws.

ARTICLE IX. CORPORATE SEAL AND CORPORATE SYMBOL

 

Section 1. Corporate Seal: The corporate seal shall be circular in form and shall have inscribed thereon the words: “Board of Certification in Professional Ergonomics, Corporate Seal 1990, Washington”.

Section 2. Corporate Symbol: The official symbol of the BCPE shall be in the shape of a heraldic shield with the initials BCPE in alternating white and blue colors on quadrants within the outline of the shield, superscripted by the words “Board of Certification in Professional Ergonomics”, “Certified Professional Ergonomist”, “Certified Human Factors Professional”, “Certified User Experience Professional”, “Associate Ergonomics Professional”, “Associate Human Factors Professional”, “Associate User Experience Professional”, or “Certified Ergonomics Associate”. The corresponding initials are BCPE, CPE, CHFP, CUXP, AEP, AHFP, AUXP or CEA. The Registered Trademark symbol, ®, should appear in blue in the upper right corner of the upper right quadrant. The Board may authorize the quoted terms and initials, or other designations approved by the Board for use by certificate holders so long as they have a current and valid certificate issued by the BCPE. The corporate symbol and designators are registered by the U.S. Patent and Trademark Office, and their use is prohibited except as authorized in writing by the BCPE.

ARTICLE X. INDEMNIFICATION

 

Section 1. Persons Indemnified: Except as provided for in Section 10.3, every person who is, shall be or shall have been a Director or Officer of the Board and his or her personal representatives shall be indemnified by the Board against all costs and expenses (including attorney’s fees), judgments, fine, and amount paid in settlement actually and reasonably incurred by or imposed upon him or her in connection with or resulting from any civil action, suit or proceedings to which he or she may be made a party by reason of his or her being or having been a Director or Officer of the BCPE and operating within the scope of their authority as a Director or Officer of the Board, such indemnification to be in accordance with that permitted by the Non-Profit Corporation Law of Washington, as such may be amended from time to time.

Section 2. Other Persons Indemnified: The provision for indemnification specified in Section 10.1 shall be extended to any person conducting any legitimate business of the BCPE.

Section 3. Denial of Indemnification: The indemnification of persons provided by Sections 10.1 and 10.2 shall be denied for any actions resulting in removal of that person from a committee or in removal of a Director in accord with the provisions of Article IV. Section 6.

ARTICLE XI. CERTIFICATION

 

Section 1. General Provisions:
A. Application for certification shall be submitted on forms prescribed by the Board.

B. Except as provided elsewhere in these bylaws and by resolutions of the Board, applicants shall successfully complete examinations to determine qualifications for certification.

C. Applicants shall be of good moral character and furnish the names of references who shall have knowledge of their work assignments and character.

D. Applicants shall furnish documentation of sufficient work experience of a grade and character to meet the prescribed requirements.

E. And applicants shall otherwise comply with the Procedures of Certification as adopted by the Board.

Section 2. Continuance of Certification: Certificates must be maintained in a current and valid status as specified by the Board.

ARTICLE XII. CERTIFICATION EXPIRATIONS AND RENEWALS

 

Section 1. Expirations: Each certificate issued by the Board shall expire annually on a date set by the Board and shall become invalid after that date unless renewed. The BCPE shall mail a notice to every person holding a valid certificate stating the amount of fee required for its renewal. Such notice shall be mailed to the last known address of each certificate holder at least thirty (30) days in advance of the expiration date.

Section 2. Renewals:
A. Payment of the annual renewal fee is due on or before the expiration date of the certificate. If payment is not received within twelve (12) months after the expiration of the certificate, the certificate shall be considered invalid. Reinstatement of certificate holders whose certificates have become invalid may be allowed in circumstances deemed appropriate by the Board and in accordance with procedures established by the Board.

B. The certificates of certificate holders who do not meet the Continuance of Certification requirements established by the Board shall be considered 
invalid. Reinstatement of certificate holders failing to meet Continuance of Certification requirements may be allowed in circumstances deemed appropriate by the Board and in accordance with procedures established by the Board.

ARTICLE XIII. DISCIPLINARY ACTION

 

Section 1. Grounds: The Board shall have the power to deny certification or reprimand, suspend, refuse to renew or revoke the certificate of any certificate holder who is found guilty of the following:

A. Obtaining or seeking to obtain a certificate or a renewal of a certificate through the use of fraud or deceit, including the making of any fraudulent, misleading or untruthful statements in any application or documentation submitted to the Board by any applicant, candidate, or person holding any status with BCPE in an effort to retain or renew certification. Such statements or documentation covered under this provision may include, but are not limited to, materials submitted as part of the application for certification or continuance of certification process.

B. A criminal conviction of a felony, misdemeanor, or petty offense for acts done in connection with activities for which the certificate was issued whether the conviction arises by a finding of guilt by a judge or jury, a plea of guilty, or a plea of nolo contendere.

Section 2. Procedure:
A. Any person may bring charges on the grounds listed in Section 1 against someone holding a certificate issued by the Board. Such charges shall be in writing and shall be sworn to before a Notary Public by the person or persons making them and shall be filed with the Secretary of the Board.

B. All charges shall be reviewed by a quorum of the Board within thirty (30) days of receipt of the charges by the Secretary. The Board shall review the charges to determine if they relate to grounds specified in Section 1 and state sufficient facts to call a hearing. The Board may, on its own, request or obtain additional information. Charges which do not present facts sufficient to support grounds specified in Section 1, or which are more appropriately the subject of a different forum or court proceedings, or which are in fact found to be untrue or without any reasonable foundation upon investigation shall be dismissed during this review.

C. All charges, unless dismissed by the Board, shall be heard no later than the second regularly scheduled Board meeting 

D. The time and place of said hearings shall be determined by the Board of Certification in Professional Ergonomics and a copy of the charges, together with a notice of the time and place of hearing, shall be personally served on or mailed to the last known address of the person charged at least thirty (30) days before the date fixed for said hearing.

E. At any hearing, the person against whom the charges were filed may appear personally or be represented or both and shall have the right to cross-examine witnesses in defense of the charges and to produce evidence and witnesses in his of her own defense. If the person charged fails or refuses to appear, the Board may proceed to hear and determine the validity of the charges and take all appropriate action in accordance with the provisions of this Article. At the hearing on the charge, the rules of evidence and procedures which apply to state and federal courts shall not apply. If after such hearings, a majority of the Board votes in favor of sustaining the charges, the Board shall reprimand, suspend, refuse to renew, or revoke the certificate issued to the individual charged.

F. The Board may, for reasons it may deem sufficient, reissue a certificate to any person whose certificate has been revoked.

G. Any certificate holder receiving a reprimand or whose certificate has been suspended or revoked shall have the right to a personal appeal. Such appeal shall be directed to the President who shall call a meeting of the Board within one hundred eighty (180) days of the filing of the appeal with the Secretary of the Board. Action taken by the Board at such appeal hearing shall be final.

Section 3. General: The above actions and procedures are a summary only. The complete Disciplinary Policy, actions and procedures are published in the BCPE Policies and Procedures Manual.

ARTICLE XIV. AMENDMENTS

 

These bylaws may be adopted, amended, or repealed at any meeting of the BCPE by a two-thirds (2/3) vote of the BCPE, provided that proper notice of proposed bylaw changes is given to each Director at least fourteen (14) days prior to the meeting.

ARTICLE XV. DISSOLUTION

 

Upon the dissolution of the BCPE, the BCPE shall, after paying or making provisions for the payment of all liabilities, dispose of all assets of the corporation exclusively for the purposes of the BCPE in such a manner, or to such organizations, as shall at the time qualify as an exempt organization or organizations under the Internal Revenue Code, as the BCPE shall determine.

Adopted September 2, 1991

Amended October 12, 1992

Amended March 24, 1995

Amended April 13, 1996

Amended October 10, 1998

Amended May 3, 2002

Amended May 2, 2008

Amended September 26, 2008

Amended October 24, 2009

 

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