The Bylaws of The Human Factors Transforming Healthcare Network

ARTICLE ONE – PURPOSE, MISSION & VISION

Section 1.1 – Purpose

Section 1.2 – Mission

Section 1.3 – Vision

ARTICLE TWO – MEMBERSHIP

Section 2.1 – Classification, Qualification, Privileges and Membership

Section 2.2 – Application for Membership

Section 2.3 – Election to Membership

Section 2.4 – Termination of Membership

Section 2.5 – Member Meetings

Section 2.6 – Reserved Powers of Members

ARTICLE THREE – BOARD OF DIRECTORS

Section 3.1 – General Powers

Section 3.2 – Number, Selection, Tenure and Qualifications

Section 3.3 – Eligibility and Vacancies

Section 3.4 – Committees

Section 3.5 – Compensation

Section 3.6 – Board Meetings

Section 3.7 – Removal

ARTICLE FOUR – OFFICERS & AGENTS

Section 4.1 – Numbers and Qualifications

Section 4.2 – Election

Section 4.3 – Terms of Office

Section 4.4 – Compensation

Section 4.5 – Removal

Section 4.6 – Vacancies

Section 4.7 – Authority and Duties of Officers

ARTICLE FIVE – SOCIETY POSITION STATEMENTS

ARTICLE SIX – AFFILIATIONS

ARTICLE SEVEN – EQUITY, DIVERSITY, AND INCLUSION STATEMENT

ARTICLE EIGHT – MISCELLANEOUS

Section 8.1 – Network Records

Section 8.2 – Amendments

Section 8.3 – Severability


 

ARTICLE ONE 

Purpose, Mission, & Vision

 

Section 1.1 Purpose. The Human Factors Transforming Healthcare (HFTH) Network is designed to enhance healthcare practices through applied and embedded human factors.

Section 1.2 Mission. To catalyze transformative and sustainable changes in global healthcare by enculturating applied human factors.

Section 1.3 Vision. Serve as international leaders in providing support, collaboration, and professional expertise for human factors practitioners in healthcare.

 

ARTICLE TWO 

Membership

Section 2.1 Classification, Qualification, Privileges and Membership. There are four Membership classifications in which members can join the Network hereinafter referred to as “Member,” “Members” or “Membership.” The right to vote for Members shall be exercised by the Membership Committee or by the Board of Directors.

 

(a) Healthcare Human Factors Practitioner (HHF Practitioner). Any person who has a Master’s degree or higher in Human Factors/ Human Computer Interaction (HCI) / Industrial Design / Psychology / Engineering / other related disciplines; employed within a healthcare institution or system which provides some form of direct patient care (e.g., not health-tech, drug manufacturing, medical device vendors); holding a formal appointment (e.g., not ad-hoc / committee rep) requiring active operational work (e.g., not research or academic), titles may include: specialist, consultant, implementation director, engineer, designer, manager, advisor; formal operational appointment should at least be 0.2FTE (20% of time spent working directly within healthcare institutions on operational issues). HHF Practitioners are considered Full Members of the Network.

 

(b) HFTH Champion (Champion as recognized by our network). Any person (e.g., healthcare professions, patients, family, caregivers, safety, quality, philanthropy entities) who share the same interest in healthcare human factors as well as the same vision to transform healthcare through enculturating applied human factors (e.g., using human factors to improve patient safety, enhance patient care, support care delivery); interested in learning about and/or advocating for the application of human factors in healthcare settings.

 

(c) HF Professional (can be any generic or specific HF field, hence missing the “healthcare”). Any person possessing a university degree (or higher) in human factors or other related disciplines; active professional career in human factors.

 

(d) HF Student. Any person currently undergoing formal education in human factors (e.g., HF-related Master’s program), or full-time students interested in healthcare human factors; interested in receiving mentorship for a future career in healthcare human factors.

 

Section 2.2 Application for Membership. A candidate for membership of the Network shall submit a “Membership Application,” including their requested membership type. The Membership Committee shall approve the specific membership type based on the applicant’s qualifications. The Membership or Public Relation Chairs have the right to reach out to the applicant for additional details if it has concerns regarding the applicant’s qualifications.

 

Section 2.3 Election to Membership. The Membership Committee shall vote to approve membership as suggested by the Membership Chair. The Membership Chair will make initial recommendations for Committee review in one of two categories: (1) Unambiguously qualified for Membership; (2) Ambiguous qualifications for membership. Category 1 applications can be approved with minimal discussion by the Membership Committee. Category 2 applications shall require full discussion of the Membership Committee.

 

Section 2.4 Termination of Membership. Membership of any type may be terminated at any time by resignation or by a majority vote from the Board. Termination of membership by vote will occur if a member has failed to abide by the National Society of Professional Engineers’ Code of Ethics.

 

Section 2.5 Member Meetings. The Annual Meeting of the Network shall be held at a time and place designated by the Board of Directors. There shall be a business meeting of the Network directly after, before or during the annual Human Factors Ergonomics in Health Care Symposium or equivalent time to be decided by the Board of Directors. Presence of 50% of Members shall constitute a quorum at any meeting of the Network.

 

During any business meeting of the Network at which a quorum exists, the Members may, by a majority vote, order the submission of any question, except one affecting the Bylaws of the Network, to the Board.

 

Section 2.6 Reserved Powers of Members. Full members (HHF Practitioners) in good standing with the Network may vote for all officer positions, hold any office position, and participate in all Network activities.

 

All other membership-types may vote for the following officer positions: Events Chair, Public Relations Chair, and Membership Chair, hold any office position with the exception of President-Elect and Secretary-Treasurer-Elect, and participate in all Network activities.

 

ARTICLE THREE 

Board of Directors

 

Section 3.1 General Powers. The business and affairs of the corporation shall be managed by its Board of Directors, except as otherwise provided in these bylaws.

 

Section 3.2 Number, Selection, Tenure, and Qualifications. The board of directors shall be the founding members of the HFTH Network, consisting of 13 individuals, for the first two years. After the first two years, the number of selected Directors of the Board shall be from nine (9) to thirteen (13), a range determined by the Membership and may be fixed or changed by the same from time-to-time. Minimum of 50% of the Board must be a Full Member (HHF Practitioner) and one student member (HF Apprentice) must be on the Board at any given time. Any action of the Membership to expand or contract the range of Directions, whether expressly by resolution or by implication through the selection of additional Directors, shall constitute an amendment of these bylaws effecting or such increase or decrease.

 

The term of office of the Directors shall be three (3) years, and no term limits shall apply. The terms shall be staggered so that approximately one-third (1/3) of the membership of the Board of Directors shall be elected each year. This shall be accomplished as set forth below. At the first annual meeting of the Board of Directors, classification shall be made by dividing Directors into three classes, each class to be as nearly equal in number as possible. The term of office of the Directors of the first class shall expire at the first annual meeting of the Board, held after such classification; the term of office the Directors of the second class shall expire at the second regular annual meeting thereafter; and so on.

 

Each Director shall hold office until such Director’s term expires and thereafter until such Director’s successor shall have been selected and qualified, or until such Director’s early death, resignation or removal. A decrease in the number of Directors or in the term of office does not shorten an incumbent Director’s term.

Directors must be at least eighteen years old.

 

Section 3.3 Eligibility and Vacancies. To be a candidate for the Board, an individual must be a Member in good standing.

 

Any Director may resign at any time by giving written notice to the Board of Directors. A Director’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring among the Directors may be filled by the remaining Directors. A director selected to fill a vacancy shall be selected for the unexpired term of such Director’s predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by a selection at a meeting of the Board of Directors called for that purpose, and a Director so chosen shall hold office until the next selection of the class for which such Director was chosen and thereafter until such Director’s successor shall have been elected and qualified, or until such Director’s earlier death, resignation, or removal.

 

Section 3.4 Committees. By one or more resolutions adopted by the Directors then in office, the Board of Directors may designate from among its Directors and Members one or more committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board of Directors, except no committee shall have the authority to take the following actions:

 

(a) Distributions of grants or corporate assets, unless specifically authorized by the Board;

(b) Selection, appointment, or removal of any Director;

(c) Amendment, adoption, or repeal of these bylaws;

(d) Approval of a sale, lease, exchange, or other disposition of all, or substantially all, of the Network’s property, with or without goodwill, other than in the usual and regular course of business.

 

The delegation of authority to any committee shall not operate to relieve the Board of Directors from any responsibility imposed by law. Unless otherwise provided in these bylaws, and to the extent not inconsistent with rules established by the Board or committee, committees of the Board shall be governed by the same statutory procedural requirements that apply to the full Board.

 

Section 3.5 Compensation. Directors shall not receive compensation for their services as such, although the reasonable expenses of Directors of attendance at Board meetings may be paid or reimbursed by the corporation. Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the corporation in any other capacity.

 

Section 3.6 Board Meetings. Board Meetings will be held in-person or via technology. Over the course of a year, the Board will meet at least nine times. Board members will be expected to attend at least six of the nine meetings, unless granted special permission by the Officers. 

 

50% of the Board Member attendance shall constitute a quorum. A quorum is needed to pass any vote brought to the Board, unless otherwise specified in this document. Board votes may be cast during Board Meetings by self, delegate, or via technology before the meeting and up to five days after the meeting.

 

Meeting minutes of decisions made by the Board that impact members will be communicated out 30 days after the meeting.

 

Section 3.7 Removal. Any appointed Director who misses 50% of the meetings each year of his/her term due to unexcused absences shall have his/her directorship terminated.

 

ARTICLE FOUR 

Officers

Section 4.1 Number and Qualifications. The initial elected officers of the corporation shall be Chairperson, Secretary-Treasurer, Public Relations Chair, and Membership Chair. The Board may also, from time-to-tome, appoint other officers, assistant officers, and agents, including assistant secretaries and assistant treasurers, as it may consider necessary. Except for the Chairperson, officers need not be Directors of the corporation.

 

To be a candidate for Chairperson, an individual but be a Full Member (HFF Practitioner) in good standing. To be a candidate for any other officer position of the Network, an individual must be a Member in good standing. All candidates must be able to discharge the duties of that office, as determined by the Board of Directors.

 

No individual may hold more than one elective office concurrently. However, an Officer in their final term year is eligible to stand in nomination for reelection to the office currently held or for another office.

 

All officers must be at least eighteen years old.

 

Section 4.2 Election. The officers of the network shall be elected by the Board of Directors. The Officer Election process will begin immediately after these bylaws are put into action. Prior to that, the Founding Committee/Board of Directors will act as the officers. 

 

At least three months prior to the Annual Human Factors Ergonomics in Health Care Symposium (or equivalent time determined by the Board of Directors), the Public Relations Chair shall send a call for nominations for the offices to be filed. The nomination ballot shall provide, for each office up for voting, an opportunity to nominate three individuals for each office.

 

One month after the call for nominations ballot is sent, the nominations shall be closed. The Public Relations Chair 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.

 

Each ballot shall include the names up to three persons who received the greatest number of nominating votes and who are both eligible and willing to stand for the office. 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 are 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 Public Relations Chair shall present the election results to the membership. The candidate for each office who receives the majority 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 of results.

 

Upon petition by 50% of the Full Members in good standing, the Public Relations Chair shall arrange for an independent recount of the ballots. The petition must be received by the Board within one month of the notification of the election results.

 

Section 4.3 Terms of Office. Each officer shall hold office for one (1) year or until such officer’s early death, resignation, or removal. An officer shall hold office until a successor assumes the office, or until the Board declares the office vacant. There shall be no term limits. The formal transfer of office shall take place at the Annual Human Factors Ergonomics in Health Care Symposium (or equivalent time determined by the Board of Directors).

 

Section 4.4 Compensation. Officers shall not receive compensation for their services.

 

Section 4.5 Removal. Any officer may be removed by the Board of Directors whenever in the Board’s judgment the best interests of the Network will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not in itself create contract rights.

 

Any officer of the Network may resign from office by submitting a letter of resignation to the Board. When an officer resigns, they forfeit their eligibility for election for two years after the original end-date of the office position they resigned from. 

 

Section 4.6 Vacancies. Any officer of the Network may resign from office by submitting a letter of resignation to the Board. When an officer resigns, they forfeit their eligibility for election for two years after the original end-date of the office position they resigned from.

 

Section 4.7 Authority and Duties Officers. The Officers of the Network shall have authority, and shall exercise the powers, and perform the duties specified below, and as may be additionally specified by the Board of Directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

 

(a) Chairperson. The Chairperson of the Network is a Full Member (HHF Practitioner) of the Network and a Board of Directors. The Chairperson shall (i) be the principal executive officer of the Network and shall oversee all business and affairs of the Network; (ii) provides vision, mission, leadership and direction to the Network organization; (iii)  provides direction to develop and grow business of the Network; (iv) presides over all meetings of the Network and of the Board, unless s/he designates another Director to preside at such meeting(s); (v) coordinates the Networks activities in collaboration with the Board; (vi) structures the Network to ensure continuity of leadership and provides mentorship to the next Chairperson; (vii) approves all the Networks communications and events; (viii) works with other healthcare organizations to establish affiliations.

 

(b) Secretary-Treasurer. The Secretary-Treasurer of the Network is a Full Member (HHF Practitioner) of the Network. The Secretary-Treasurer shall (i) chair the Finance and Budget Committee; (ii) supervise and oversee the Chairperson in the management of finances; (iii) maintain and supervises Network bank accounts; prepare and submits financial statements to the Chairperson and Board on a regular basis; (iv) inform officers of deadlines for reports and other financial duties; (v) record meeting minutes during Board and Member meetings; (vi) send out meeting minutes to the Board.

 

(c) Public Relations Chair. The Public Relations Chair of the Network is a Member of the Network. The Public Relations Chair shall (i) maintain a roster of officers and Members including contact information; (ii) oversees the Officer election and voting process; (iii) publicizes Network activities through email, social media and the Network website; (iv) maintain records of correspondence; (v) finds ways to use technology to improve Network operations (e.g., communications and outreach); (vi) create the agenda for the Board of Directors meetings and send out agenda and meeting minutes to the Network; (vii) develop and maintain the Network’s website and social media sites; (viii) maintain the Network’s positioning on social media; (ix) collaborate with Board members or Officers to create and execute exciting, interesting events for the Network members; (x) maintain a list of events and attendance statistics throughout the year for annual report; (xi) promote upcoming events.

 

(d) Membership Chair. The Membership Chair of the Network is a Full Member (HHF Practitioner) of the Network. The Membership Chair shall (i) oversee the Membership Committee develop; (ii) maintain a recruitment program; (iii) work with the Public Relations Chair to establish and deploy a membership needs assessment survey; (iv) approves membership types; (vi) assists Public Relations Chair to maintain Membership roster.

 

ARTICLE FIVE 

Society Position Statements

Subject to prior approval by the Board of Directors, the Society may take a position and express an opinion on human factors applied to healthcare issues.
 

ARTICLE SIX

Affiliations

The Network may affiliate with other professional organizations to promote common purposes. All affiliations must be presented to and approved by the Board of Directors with a majority vote. Affiliations may be proposed by any member who sees benefit in the affiliation. Any member who proposes an approved affiliation may be asked to complete other duties associated with the establishment of the affiliation.

ARTICLE SEVEN

Equity, Diversity, and Inclusion Statement

 

The HFTH Network celebrates diversity and believes that equity always has a place in healthcare. Our culture is one of inclusion and belonging, where we honor and value the different experiences of our members.

 

ARTICLE EIGHT

Miscellaneous

Section 8.1 Network Records. The Network shall keep as permeant records minutes of all meetings of its Board of Directions and Member meetings. A record of all actions taken by the Board without a meeting and a record of all actions taken by a committee of the Board in place of the Board on behalf of the Network are also recorded. The Network shall maintain appropriate accounting records. The Network shall maintain its records in written form.

 

The Network shall keep a copy of each of the following records: (i) these bylaws; (ii) a list of the names and email addresses of its current Directors, officers and Members; (iii) website Terms and Conditions.

 

Section 8.2 Amendments. Motions to adopt, amend, or repeal the Bylaws must be approved by a majority of the Board of Directors. Such motions shall be submitted in writing to the Chairperson for communication to the Membership. The Chairperson shall then submit the motions by email ballot to all voting Board members no sooner than sixty days and no later than ninety days after publication. The Board of Directors will be allowed thirty days to vote. Approval by two-thirds of the Board shall be required to adopt, amend, or repeal Bylaws.

 

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 on the HFTH website annually.

 

Section 8.3 Severability. The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted.