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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, Standing Committee Charters, and Operations Manuals (including the Major Board Operations Manuals) as described in IEEE Bylaws I-303.9 and I-305.7.
 
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 changes to the remaining sections of their respective Operations Manuals that have been delegated to the OUs. A member of the IEEE staff, designated by the IEEE Executive Director, who shall normally be the Governance Committee Staff Secretary, shall review amendments to the Major Board 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 should use the governing document template (DOC, 45 KB) and include the following:

  • Every item submitted to the IEEE Board of Directors containing changes to IEEE Governing Documents needs to be circulated to organizational units that are affected by the change prior to submission for review by the IEEE Governance Committee. 

      Process
  1. When considering the submission of changes to a governing document, individuals should determine if another organizational unit is affected. 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.
  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 as it currently does, 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. Items will continue to 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 current schedule of more frequent IEEE Board and Governance meetings.
  • An Executive Summary: The Executive Summary should be three to five sentences and 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 and a brief history behind the revision.
  • A motion: One sentence, under the heading “Proposed Action," which states exactly what the IEEE Board of Directors is approving. An example might be “Resolved that revision to IEEE Bylaw I-304.1 – Standing Committees of the Board of Directors, in the form presented to the IEEE Board of Directors, shall be approved.”
  • The current text, as it appears in the most recently approved document: Use strikethroughs and underscores to note the change(s) being submitted for review. 
  • Financial Implications. All items going to the IEEE Board of Directors should state whether there are financial implications. If there are, a Financial Implications Form (DOC, 34 KB) should be included with the item. If there are no financial implications, then the item should state, “There are no financial implications.”
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 given to the Board Administrator for placement on the IEEE Board of Directors Agenda.
 
 

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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.  For 2013, those dates are:
 

View the 2014 agenda item submission deadlines (PDF, 57 KB)


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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