Constitution of the IEEE Electron Devices Society

Section 1. This organization shall be known as the Electron Devices Society (EDS) of the Institute of Electrical and Electronics Engineers, Inc. (IEEE).

Section 2. Its objects shall be scientific, literary, and educational in character.  The Society shall advance the theory and practice of electrical and electronics engineering and of the allied arts and sciences.  It shall promote a high level of technical excellence among its members, in consonance with the Constitution and Bylaws of the IEEE and with special attention to such aims within the field of interest of the Society as are hereinafter defined.

Section 3. The Society shall aid in promoting close cooperation and exchange of technical information among its members by publication of technical papers and by holding meetings for the presentation and discussion of technical papers, and through its committees shall study and provide for the needs of its members.

Article II
Field of Interest

Section 1. The field of interest for EDS is all aspects of engineering, physics, theory, experiment and simulation of electron and ion devices involving insulators, metals, organic materials, plasmas, semiconductors, quantum-effect materials, vacuum, and emerging materials. Specific applications of these devices include bioelectronics, biomedical, computation, communications, displays, electro and micro mechanics, imaging, micro actuators, optical, photovoltaics, power, sensors and signal processing.

The Society is concerned with research, development, design and manufacture related to materials, processing, technology, and applications of such devices, and scientific, technical, educational and other activities that contribute to the advancement of this field.

Section 2. The field of interest of the Society may be changed or shifted moderately as needed and appropriate, with the provision that such revisions shall meet with the approval of the Society Administrative Committee (as defined in Article V) and the IEEE Technical Activities Board and shall be published in one of the Society's publications which goes to all members.  Any substantial revisions, as determined by the Society Administrative Committee, shall be processed as an amendment to this Constitution.

Article III
Membership

Section 1. Membership in the Society shall be available only to members of the IEEE in any grade, having a professional interest in any phase of the field of interest of the Society.

Section 2. Affiliates may participate in Society activities, as provided by the IEEE Bylaws and subject to pertinent IEEE rules and regulations and any additional limitations imposed by the Society Constitution and Bylaws.

Article IV
Financial Support

Section 1. The Society shall collect from its members an annual fee, in accordance with the IEEE Bylaws and applicable rules and regulations.

Section 2. The Society may make registration charges at its workshops, meetings, symposia, conferences, and conventions.  The registration fee for non‑members of the IEEE shall be higher than for IEEE members.

Section 3. The Society may raise revenues by other means, such as advertising, shows, requests for contributions, etc., provided such means are consistent with applicable IEEE rules and regulations.  Any new means of generating revenue not explicitly covered by IEEE rules and regulations must be approved by the IEEE before being employed by the Society.

Article V
Organization

Section 1. The Society shall be managed by an Administrative Committee of 22 elected members‑at‑large plus members ex‑officio with vote and ex‑officio without vote as specified in the Bylaws.  All members of the Administrative Committee must be members of the Society in good standing.  Elected members-at-large shall have full voting privileges as defined in Section 6. Ex‑officio members with vote are entitled to participate in all administrative matters except with respect to changes in the Constitution and Bylaws and the election of the Society officers and Administrative Committee members-at-large.

Section 2. The terms of the 22 members‑at‑large of the Administrative Committee shall be for three years, with seven or eight members to be elected each year.  Only two consecutive full terms are permitted, but eligibility is restored after a lapse of one year. The elected Administrative Committee members-at-large must always have at least two members from each of the following geographic areas: Regions 1-7 and 9; Region 8; Region 10.   There also must be at least one GOLD (Graduate of the Last Decade) member serving as an elected AdCom member.  A GOLD member is defined by IEEE as a member who graduated with his/her first professional degree within the last ten years.  Whether a member qualifies as a candidate for a GOLD position will be determined based on the date of the election.  If during either the first or second three-year term of an elected member holding a GOLD position the member no longer qualifies (by definition) as a GOLD member, the member will be allowed to complete his/her respective three-year term.  If there is no other elected GOLD member serving in the ensuing year, the slot must be filled in the upcoming AdCom election.

Section 3.  The Administrative Committee shall elect biannually a President-Elect.  The President-Elect shall assume the Presidency for a two-year term at the conclusion of his/her term as President-Elect and thereafter hold the offices of Junior Past President and Senior Past President.  The Administrative Committee shall elect annually a Secretary and Treasurer.  The President, President-Elect, Secretary and Treasurer shall have the full voting privileges of the Administrative Committee as defined in Section 6.

Section 4. The newly elected President and President-Elect shall assume office on the first of January of every other year, unless a different time is provided in the Bylaws.  The newly elected Secretary and Treasurer and members-at-large of the Administrative Committee shall assume office on the first of January of each year, unless a different time is provided in the Bylaws.

Section 5. The duties and responsibilities of the officers shall be as defined hereunder in the Bylaws and as delineated by the Administrative Committee.

Section 6. Full voting privileges include the allowance to vote for: administrative matters of the Society; Constitution and Bylaw changes; and the election of Society officers and Administrative Committee members-at-large.  The President, President-Elect, Treasurer,

 Secretary, Sr. Past President, Jr. Past President and 22 elected Administrative Committee members-at-large shall have full voting privileges of the Administrative Committee.

Section 7. The President, under direction of the Administrative Committee, shall have general supervision of the affairs of the Society.  The President shall preside at meetings of the Administrative Committee and at meetings of the Society as a whole, and have such other powers and perform such other duties as may be provided in the Society Bylaws, or as may be delegated to the President by vote of the Administrative Committee.  The President-Elect shall perform the duties of the President in the absence or incapacity of the latter.

Section 8. The President shall be an ex‑officio member of all committees of the Society.  As a member of the IEEE Technical Activities Board, the President shall represent the Society at such meetings or appoint an alternate for this purpose. 

Section 9. The Administrative Committee may establish standing and technical committees needed to cover specific functions and areas of the field of interest, as prescribed in the Bylaws.  All appointments or reappointments to committees and similar posts will be for a renewable term of three years except where other specifically designated terms of office are established by the Administrative Committee.  Standing and Technical Committee Vice-Presidents/Chairs shall be appointed by the Society President with the approval of the Administrative Committee for a renewable term of two years.  Standing Committee and Technical Committee Vice-Presidents/Chairs shall be ex-officio members with vote.  The Society President, with the approval of the Administrative Committee, may establish ad hoc committees to fulfill specific needs of finite duration. Ad Hoc Committee Chairs shall be ex-officio members without vote.          

Section 10. To help in the management of the Society, there shall be an Executive Committee (ExCom) comprised of the Administrative Committee members holding the following positions: President; President-Elect; Secretary; Treasurer; Jr. Past President; Sr. Past President, Vice-President of Awards; Vice-President of Educational Activities; Vice-President of Membership; Vice-President of Meetings; Vice-President of Publications; Vice-President of Regions/Chapters; Vice-President of Technical Activities; and the Executive Director. The Executive Committee shall function to help the Administrative Committee to develop and propose the strategic and long-term plans for the Society, oversee the finances and operations of the Society and facilitate the proposing of new initiatives and policy and procedure changes.       

Section 11. Sub‑groups may be formed as provided in the IEEE rules and regulations, and the supervision of sub‑group affairs shall be as prescribed in the Bylaws.

Section 12. The Administrative Committee may utilize the services of the IEEE as bursar, for all or part of the Society funds, as provided by the IEEE Bylaws and rules and regulations.  If any part of the Society funds is received and deposited separately, the terms and conditions shall be in accordance with IEEE policies, the Society Bylaws and any special limitations imposed by the Administrative Committee.

Section 13. Neither the Electron Devices Society, nor any officer or representative thereof, shall have any authority to contract debts for, pledge the credit of, nor in any way bind the IEEE, except within prior IEEE approved Society budgets or plans.  Approval for the disbursement of previously budgeted funds shall be as prescribed in the Bylaws.

Section 14. Vote of the Presiding officer.  The presiding officer of the AdCom or any Standing, Technical or Adhoc Committee shall have no vote on the AdCom or any Standing, Technical, or Adhoc Committee except if the vote is by secret ballot or unless the Chair’s vote can change the outcome of the vote.

Article VI
Nomination and Election of Administrative Committee

Section 1. The nomination procedure shall include a provision for Society members to place names on the ballot as specified in the Bylaws.

Section 2. Election of the 22 members‑at‑large of the Administrative Committee shall be as prescribed in the Bylaws.

Section 3. Within‑term vacancies on the Administrative Committee shall be filled by appointments, for the unexpired terms, by the President with the consent of a majority of the members of the Administrative Committee having full voting privileges.

Article VII
Meetings

Section 1. The Society may hold workshops, meetings, conferences, symposia, or conventions either alone or in cooperation jointly with Sectional, Regional, or other Convention Committees of the IEEE, or other technical organizations, subject to IEEE rules and regulations.  The Society shall sponsor at least one technical conference each year, which may be held during some other IEEE meeting or as a separate conference.

Section 2. Workshops, meetings, conferences, symposia, or conventions of the Society shall be open to all members of the IEEE, except for meetings sponsored or co‑sponsored by the Society that require governmental security clearance, and those designated as "by invitation only".  However, the sponsorship or co‑sponsorship by the Society of a meeting requiring governmental security clearance or "by invitation only" shall be in accordance with the appropriate IEEE rules and regulations.

Section 3. The Administrative Committee shall hold at least two meetings, one the Annual Meeting as specified in the Bylaws.  Other meetings of the Administrative Committee shall be held at such times as are found necessary and convenient.  Special meetings of the Administrative Committee may be called at the discretion of the President or upon request of five other members of the Administrative Committee, with at least 30 days notice to all Administrative Committee members.

Section 4. A majority of the members of the Administrative Committee who have full voting privileges shall constitute a quorum.  Each member shall have only one vote irrespective of the current number of AdCom positions with vote held.

Section 5. A majority vote of the members of the Administrative Committee eligible to vote and attending a meeting shall be necessary for the approval of action except as otherwise provided in this Constitution.  Proxy votes and mail-in votes (when an in-person meeting is taking place are not permitted).

Section 6. Business of the Administrative Committee may be handled by any means of telecommunication where, in the opinion of the President, matters requiring action can be adequately handled without convening a meeting.  A majority vote of the members of the Committee eligible to vote is necessary for approval of actions handled in this manner, except as otherwise provided herein. Business handled in this manner must be completed within 30 days of initial notification. Further details concerning this matter are outlined in Section 3 of the Bylaws.

Article VIII
Amendments

Section 1. Amendments to this Constitution may be initiated by the Administrative Committee or by petition submitted to the Administrative Committee by 25 or more members of the Society.  In either case, the proposed amendment shall be submitted to the IEEE Technical Activities Board for approval.  After such approval, the proposed amendment shall be publicized in one of the Society's publications that reach all members or by a direct mailing to the membership with notice that it goes into effect unless five percent or more of the members object within 30 days.  If such objections are received, the proposed amendment shall be submitted by a mail ballot to all members of the Society.  Ballots shall be mailed to Society members at least 30 days before the date appointed for the return of the ballots and the ballots shall carry a statement of the time limit for their return to the IEEE office.  When a mail vote of the entire membership is made necessary, approval of the amendment by at least two‑thirds of the ballots returned shall be necessary for its enactment.

Section 2. Suitable bylaws, and amendments thereto, may be adopted by a two‑thirds vote of the members of the Administrative Committee having full voting privileges present in an assembled meeting provided that there are present and voting on such bylaw or amendment no fewer than a majority of such members and provided that notice of the proposed bylaw or amendment has been sent to each member of the Administrative Committee at least two weeks prior to such meeting;  or a bylaw or amendment may be adopted as a result of a mail vote, with 30 days notice, upon approval by two‑thirds of the members of the Administrative Committee having full voting privileges.  No bylaw, or amendment, shall take effect until it has been published in one of the Society's publications or otherwise publicized by direct mailing to the membership and has been mailed to the IEEE Technical Activities Board.

Article IX
Publications

Section 1.  Publications undertaken by the Society shall conform to IEEE policies and to any further guidance or controls prescribed by the Administrative Committee or its duly appointed committees.  The Society shall be responsible for the financial aspects of its publications program.

Section 2.  The President, with the advice and consent of the Administrative Committee, shall appoint such editors as may be required to implement the publications program.  The duties of an editor, and any funds allocated thereto for the carrying out of his or her duties, shall be as prescribed in the Bylaws.