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The IEEE Board of Directors has delegated responsibility to the IEEE Governance Committee for the review of all proposed revisions to IEEE governing documents including IEEE’s Constitution, Bylaws, Policies, Finance Operations Manual, Investment Operations Manual, Committee Charters, and Operations Manuals (including the Major Board Operations Manuals) as described in IEEE Bylaws I-303.9 and I-305.9.
 
The above-mentioned documents are publicly available and shall be consistent across organizational units (OUs) and shall be legally compliant. Each organizational unit shall make available and maintain its Operations Manual online.
 

 

Who approves document changes?

  • IEEE voting members approve changes to the IEEE Certificate of Incorporation (incorporated in New York State) and the IEEE Constitution.
  • IEEE Board of Directors approves changes to the IEEE Bylaws, IEEE Policies, Finance Operations Manual, Investment Operations Manual, Standing Committee Charters, and Operations Manuals and sections of the Major Board Operations Manuals that have been identified by the IEEE Board of Directors. 
  • IEEE Major Boards approve revisions to the sections of their respective Operations Manuals that have been delegated by the IEEE Board of Directors. A member of the IEEE staff, designated by the IEEE Executive Director, who shall normally be the Governance Committee staff Secretary, shall review the amendments to the Operations Manuals not requiring IEEE Board approval. When appropriate, the Governance Committee and/or IEEE's legal counsel shall be consulted.

 
 

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What are changes to IEEE Governing Documents reviewed for?

The following points are considered during review:

  • Consistency with higher-level governing documents
  • Clarity that the revision reflects the desired change
  • Legal concerns or risks to IEEE
  • Conflicts with other OU documents and activities
  • Flexibility within procedures
  • Assure all necessary information is included on submissions so that the approving body can make an informed decision.

 

 
 

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Procedure for revisions requiring IEEE Board approval

All submissions shall use the governing document template (DOC, 45 KB) and vetting process when appropriate.  Submissions should include the following:

Process

Every item submitted to the IEEE Board of Directors containing changes to IEEE governing documents is required to be circulated to organizational units that are affected by the change prior to submission for review by the IEEE Governance Committee. This is known as the vetting process.

  1. When considering the submission of changes to a governing document, individuals should determine if another organizational unit is affected and therefore needs to be vetted. The section identifying the affected OUs is filled in and circulated to the appropriate groups as well as the requested date for response. If no OUs are affected, this should be noted in the Executive Summary, and the Routing Form may be removed.

    In the case of Major Boards, it is suggested that the Chair and the Managing Director be the individuals signing off; in the case of committees, it should be the Chair and appropriate Management Council representative or Committee Admin staff.

    If a response is not received from an organizational unit by the requested date, it will be assumed the OU concurs with the proposal.
     
  2. All feedback or comments should be incorporated into the item prior to submission to the Governance Committee. This assures that the IEEE Board is aware that other OUs have reviewed the concept and that it has all points of view when the item is presented for approval.
  3. The Governance Committee will conduct its review, providing feedback on the submission and suggestions that will assure the item is complete. Edits to improve any document revisions will be provided to the origination OU.

    Should the Governance Committee identify any conflicts or compliance issues that ultimately change the original intent or concept of the proposal, the comments from the Governance Committee will be provided to the organizational units that have weighed in on the proposal by the originating group.
  4. If modifications are recommended by the IEEE Governance Committee, the proponent of the item is contacted for his or her agreement. Once everyone is in agreement, the item is put in its final format by the Governance Staff and given to the Board Administrator for placement on the IEEE Board of Directors Agenda.
  5. Items will be put in their final format by the Governance staff.

    The goal is to improve the submission process by assuring all areas of the organization have the benefit of weighing in on proposed changes that affect multiple areas prior to presentation to the Board. The intention is that it should not be a process that is cumbersome or that delays submission. Any concerns with the timeline for submitting items should be addressed through the submission schedule located on the IEEE Board Resource website.

    Submissions should include the information requested on the governing document submission template (DOC, 45 KB) located on the IEEE Board Resource website.
 
 

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Procedure for revisions requiring Major Board approval

All submissions should use the Operations Manual Submission template (DOC, 32 KB) and include the following:

  • An Executive Summary: The Executive Summary should be written as if it were being shown to someone new to the organization. It should be clear, concise, and complete. It should include the rationale; a brief history behind the change; the names of any organizational units that have seen, endorsed, or provided comment on the item (including dates, if appropriate); and the name and number of the specific manual section of the manual being changed.
  • The current text, as it appears in the most recently approved manual: Use strikethroughs and underscores to note the change(s) being submitted for review.  

The IEEE Governance Committee, or the designated staff, as the case may be, discusses modifications, if needed, and comes to agreement with the organizational unit. The organizational unit may adopt the revision according to its own established approval process.

 
 

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Submission schedule

In order to accommodate the Major Boards meeting schedule and allow for a thorough review by the IEEE Governance Committee, items requiring IEEE Board approval should be submitted no later than the submission dates for the IEEE Board items as provided on the IEEE Board of Directors Resources web page. 

Items that do not require IEEE Board approval may be submitted at any time. A response on the outcome of the review from the staff designee will be provided normally within two weeks. If a longer period for the review is needed, the submitter(s) shall be notified and a new date for completion will be set.

The Governance staff is available to answer questions and assist in the development and review of new documents or amendments at any time prior to submission. 

 
 

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