IEEE Bylaws

I-111.  Removal or Suspension of Delegates, Directors, and Officers

1. Vote to Remove Delegate/Director-Officer.   A Delegate/Director-Officer elected by the voting members of IEEE may be removed, with or without cause, by vote of the voting members of IEEE, as follows:
   
   

   (a)

   Within thirty (30) days following either (i) the affirmative vote of two-thirds of the votes of the members of the Board of Directors present at the time of the vote, provided a quorum is present, on a motion to remove such Delegate/Director-Officer, or (ii) the receipt by IEEE Headquarters or Operations Center of a petition signed by at least 10% of the total number of voting members of IEEE moving for the removal of such Delegate/Director-Officer, a ballot on such motion shall be submitted to the voting members of IEEE.

   (b)

   If a majority of the ballots cast for or against such motion are to remove such Delegate/Director-Officer, such Delegate/Director-Officer shall be removed from such positions.

2. Vote to Remove Delegate/Director-Officer of an Organizational Unit.   A Delegate/Director-Officer elected by the voting members of an IEEE organizational unit may be removed from office, with or without cause, by a vote of the voting members of the IEEE organizational unit who elected that person, as follows:
   
   

   (a)	Within thirty (30) days following either (i) the affirmative vote of two-thirds of the votes of the members of the Board of Directors present at the time of the vote, provided a quorum is present, on a motion to remove such Delegate/Director-Officer, or (ii) the receipt by IEEE Headquarters or Operations Center of a petition signed by at least 10% of the total number of voting members in such an organizational unit moving for the removal of such Delegate/Director-Officer, a ballot on such motion shall be submitted to the voting members of such an organizational unit.
   (b)	If a majority of the ballots cast for or against such motion are to remove such Delegate/Director-Officer, such Delegate/Director-Officer shall be removed from such positions.
   (c)	Bylaws or Operations Manuals specific to each IEEE organizational unit may define any further procedures beyond this Bylaw I-111.2.

3. Election Recall.   Written ballots will be valid only when received in an envelope marked "Ballot" and when the voting member’s signature is furnished in accordance with the instructions accompanying the ballot.  Only ballots arriving in IEEE Headquarters or Operations Center, or received by an organization delegated by the IEEE Executive Director (See Bylaw I-306.2), before twelve o’clock noon on the first working day following the sixtieth day after the ballots were mailed (the "final recall election ballot receipt date") shall be valid.  Ballots shall be checked, opened, and validated and votes shall be tallied under the actual or delegated supervision of the Tellers Committee not later than the fifth working day following the final recall election ballot receipt date.  As provided in Bylaw I-305.21, the Tellers Committee shall announce the result of the tally of the votes no later than the eighth working day following the final recall election ballot receipt date in a report to the Board of Directors signed by the Chair of the Tellers Committee, a copy of which shall be sent to the person who is the subject of the recall election.  Subject to Bylaw I-307.18, the removal of such person shall be effective fifteen (15) days after the date of such report.
   
   
4. Vote to Remove Assembly-Elected Director.  A Director or Director-Officer elected by the Assembly may be removed from the position as Director or Director-Officer, with or without cause, by affirmative vote of two-thirds of the members of the Assembly who vote on a motion to remove such Director or Director-Officer, such removal to be effective at the time specified in such motion.
   
   
5. Suspension by the Board of Directors.   An Officer elected by the Assembly or the voting members may not be removed from the position as an Officer by the Board of Directors, but his/her authority to act as an Officer may be suspended by the Board of Directors for cause, as follows:
   
   

   (a)	Cause shall mean conduct that is determined to be a material violation of the IEEE Code of Ethics, or a material violation of the Constitution, Bylaws, Policies, or Operations Manuals of the IEEE that is seriously prejudicial to the IEEE, or other conduct that is seriously prejudicial to the IEEE.
   (b)	Upon receipt by the members of the Board of Directors of a complaint in the form of an affidavit, notarized and signed by at least three members of the Board of Directors, which sets forth with reasonable specificity the alleged conduct of an Officer occurring during the term as Officer that is alleged to constitute cause for the suspension of such Officer’s authority to act as an Officer, such complaint shall be promptly transmitted to the Ethics and Member Conduct Committee.  At the discretion of the Board of Directors, the authority of the charged Officer to act as an Officer may be temporarily suspended pending further proceedings, but only if the Board of Directors concludes, by an affirmative vote of two-thirds of the votes of the Directors present at the time of the vote, provided a quorum is present, on the question, that the alleged misconduct, if proven, is so seriously prejudicial to IEEE that such temporary suspension pending further proceedings is necessary in the best interests of IEEE.  The members of the Board of Directors who signed the complaint shall not vote on the question.
   (c)	The Ethics and Member Conduct Committee shall institute proceedings looking towards the suspension of such Officer’s authority to act as an Officer if the Ethics and Member Conduct Committee determines, after a preliminary investigation, that there is a reasonable basis for believing (i) that the facts alleged in the complaint, if proven, would constitute cause for such suspension, and (ii) that the facts alleged in the complaint can be proven.  In making such preliminary investigation, the Ethics and Member Conduct Committee may act in its own behalf or through ad hoc committees appointed by and under the direction of the Chair of the Ethics and Member Conduct Committee.  The Ethics and Member Conduct Committee shall not be required to initiate an investigation unless the persons submitting a complaint agree in writing to attend any hearing instituted pursuant to subdivision (d) of this Bylaw, if so requested by the charged Officer or the Ethics and Member Conduct Committee.
   (d)	Any proceedings instituted by the Ethics and Member Conduct Committee shall be heard by the hearing board selected in the manner provided in Bylaw I-110.4.  Upon instituting any such proceeding, the Ethics and Member Conduct Committee shall furnish the charged Officer with a copy of the complaint; shall give notice to such Officer of the time and place scheduled for hearing the complaint; and shall invite the Officer to present at such time a defense either in person, in writing, or by an authorized representative.  The Ethics and Member Conduct Committee, or its authorized representative, shall present the case against the charged Officer at the hearing.  The hearing board shall base its decision only on testimony and other evidence presented at the hearing.  The charged Officer or the Officer’s authorized representative shall have an opportunity at such hearing to present testimony and other evidence and to confront the evidence supporting the complaint.  A finding by the hearing board that the charged Officer’s conduct constitutes cause shall require an affirmative vote of two-thirds of the votes of the hearing board members present at the time of the vote, provided a quorum is present.  All findings by the hearing board shall be in writing.
   (e)	If the hearing board finds that the charged Officer’s conduct constitutes cause, the Board of Directors shall review the findings made by the hearing board.  The complaint, all evidence submitted to the hearing board, and the written findings of the hearing board shall be made available to the Board of Directors.  An affirmative vote of two-thirds of the votes of the members of the Board of Directors present at the time of the vote, provided a quorum is present, shall be required to affirm the hearing board’s finding that the charged Officer’s conduct constitutes cause.  If such a finding is affirmed, a separate affirmative vote of two-thirds of the votes of the members of the Board of Directors present at the time of the vote, provided a quorum is present, shall be required to determine the period of time during which the Officer’s authority to act as an Officer shall be suspended.  The members of the Board of Directors who signed the complaint shall not vote on either of the foregoing questions.

6. Suspension of an Officer.   An Officer’s authority to act in any official capacity shall automatically be suspended for any period during which his/her authority to act as an Officer is suspended as provided in Bylaw I-111.5.
   
   

7. Vote to Remove a Member of an IEEE Standing Board or Committee or a Member of a Board or Committee of an Organizational Unit.  A member of an IEEE Standing Board or Committee may be removed as a member of that Board or Committee, with or without cause, by the affirmative vote of two-thirds of the members of the appointing body present at the time of the vote, provided a quorum is present.  A member of a board or committee of an organizational unit may be removed as a member of that board or committee, with or without cause, by either, as applicable, (i) the affirmative vote of two-thirds of the members of the appointing body, present at the time of the vote, provided a quorum is present, or (ii) the individual then currently holding the office that made the appointment.
   
   Vacancies resulting from removal or suspension shall be filled following the methodology used to make the original appointment.
   
   
8. Vote to Remove IEEE Representatives.  An IEEE Representative appointed to an outside organization by the Board of Directors or Major Board may be removed from the position as an IEEE Representative, with or without cause, by affirmative vote of two-thirds of the votes of the members of the appointing body present at the time of the vote, provided a quorum is present, to remove such IEEE Representative.