I-300. General
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Governance;
Parliamentary Procedures; Meeting Protocol.
Governance. The policies,
procedures, rules and regulations by which the
IEEE and its organizational units are governed
are embodied in the following documents.
The IEEE Certificate of Incorporation legally
establishes the IEEE. The IEEE
Constitution, which can be approved and
amended only by the voting members of the
IEEE, contains IEEE's fundamental objectives
and organization. Implementation of the
constitutional provisions by specific
organizational units and their policies, is
contained in these IEEE Bylaws, which are
approved and amended by the IEEE Board of
Directors. The IEEE Policies contains
more detailed statements of specific policies,
objectives and procedures which may be
approved only by the IEEE Board of Directors.
The precedence of these documents should
be remembered by all those engaged in IEEE
management duties. The IEEE Bylaws shall
not be in conflict with the New York
Not-For-Profit Corporation Law, the IEEE
Certificate of Incorporation, or the IEEE
Constitution. The IEEE Policies must
conform to the provisions of all these
documents. Accordingly, additional
documents governing organizational units such
as operations manuals, policy statements and
organizational unit bylaws shall conform to
and not conflict with the provisions of the
IEEE governing documents cited above.
Parliamentary Procedures.
Robert's Rules of Order (latest
revision) shall be used to conduct business at
meetings of the IEEE Board of Directors, Major
Boards, Standing Committees and other
organizational units of the IEEE unless other
rules of procedure are specified in the
Not-For-Profit Corporation Law of the State of
New York, the IEEE Certificate of
Incorporation, the IEEE Constitution, these
Bylaws, the IEEE Policies, resolutions of the
IEEE Board of Directors, or the applicable
governing documents of those organizational
units provided such organizational documents
are not in conflict with any of the foregoing.
The IEEE Board of Directors shall
resolve any issues related to the
interpretation of, and conformance of other
documents to IEEE's governing documents.
Meeting Protocol. Meetings of the
IEEE Board of Directors, Major Boards, and
other organizational units shall be open for
attendance by any IEEE member or staff. Guests
(who are not members of the particular body)
are not entitled to join the discussion but
may be allowed to address the body at the
discretion of the body. Meetings shall be
convened in Executive Session when dealing
with confidential matters such as, but not
restricted to, individual matters,
disciplinary actions, legal and business
critical issues. Executive Sessions shall be
conducted in accordance with Robert’s
Rules of Order (latest revision), Chapter 4,
§9. Members of the Board of
Directors shall be allowed to attend
Executive sessions of any board or committee
unless there is a conflict of interest with
respect to the matter being discussed.
Barring a conflict of interest, members of the
Board of Directors shall be granted access to
the approved minutes of executive sessions of
any organizational unit board, committee or council.
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Conflict
of Interest.
All persons either elected or
appointed to an IEEE office (including but not
limited to any Board, Committee, Section,
Council, Society, or Chapter), prior to
acceptance and during tenure of that position,
shall consider each item of business, where
they have a vote or decision authority, to
determine if a real or perceived conflict
exists with the interests of the IEEE. A
conflict of interest is defined as any
situation in which a member's decisions or
votes could substantially and directly affect
the member's professional, personal, financial
or business interests. In the event that a
person nominated for or holding an IEEE office
finds himself or herself in such a position,
he or she shall promptly disclose the conflict
of interest to the person in charge of the
activity (or the next higher authority if the
member is in charge) and to the governing body
of the unit of the IEEE in which he or she
holds office and recuse himself or herself at
any Board, Committee, Section, Council,
Society, Chapter, or other meeting from any
deliberations or vote on the matter giving
rise to the conflict of interest. A copy of
the disclosure statement shall be reviewed by
the Audit Committee.
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Indemnification.
To the extent permitted by law, IEEE
shall indemnify (i) each Director, Officer,
former Director and former Officer of IEEE,
(ii) each person who serves as a duly
authorized volunteer or employee of a duly
authorized IEEE activity, (iii) each person who
shall have served at the request of IEEE as a
Director or Officer of another organization,
and (iv) each person who serves on those
committees responsible for IEEE employee
benefit plans, against judgments, fines,
amounts paid in settlement and reasonable
expenses, including without limitation
attorney’s fees and expenses, actually
and necessarily incurred by such person in
connection with the defense of any action,
suit, or proceeding to which such person is
made or threatened to be made a party by
virtue of such service; provided (i) that such
service is found by the Board of Directors to
have been duly authorized and is not found by
the Board of Directors to have been taken in
bad faith or in a manner inconsistent with the
purposes or objectives of IEEE as expressed in
Bylaws, IEEE Policies, or resolutions duly
adopted by the Board of Directors or in
policies and procedures duly adopted by an
IEEE organizational unit which are applicable
to the activity at issue, (ii) the person to
be indemnified has otherwise met the standards
of conduct set forth in Section 722 or
established by Section 721 of the New York
Not-For-Profit Corporation Law, and (iii) that
such indemnification is not otherwise
prohibited by law. The foregoing right
of indemnification shall not be exclusive of
other rights to which such person may be entitled.
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Action
of the Board of Directors and Committees.
| (1) |
Unless otherwise provided in
the Certificate of
Incorporation, the
Constitution, these Bylaws,
or the Not-For-Profit
Corporation Law of the State of
New York, the vote of a
majority of the votes of the
members present and entitled to
vote, at the time of the vote,
provided a quorum is present,
shall be the act of the Board of
Directors, the Major Boards,
listed in IEEE Bylaw I-303, the
Standing Committees, as listed
in IEEE Bylaw I-304, and any
other board or committee
reporting directly to the
Board of Directors.
Unless otherwise provided in the
Certificate of Incorporation,
the Constitution, these Bylaws, the
Not-For-Profit Corporation Law
of the State of New York or the
applicable governing documents
of a board or committee of any
organizational unit of the IEEE
(other than the Board of
Directors, the Major Boards, the
Standing Committees and any
other board or committee
reporting directly to the Board of
Directors), the vote of a
majority of the votes cast, provided
a quorum is present, shall be
the act of such board or committee.
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| (2) |
The Board of Directors, the
Major Boards, the Standing
Committees, any other board or
committee reporting directly to
the Board of Directors, and any
board or committee of any
organizational unit of the IEEE, may
meet and act upon the vote of
its members by any means of
telecommunication. The normal
voting requirements shall apply when
action is taken by means of
telecommunications equipment
allowing all persons participating
in the meeting to hear each other at
the same time.
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| (3) |
Unless otherwise provided in
the Certificate of
Incorporation, the Constitution,
these Bylaws, or the
Not-for-Profit Corporation Law
of the State of New York, any
action required or permitted to
be taken by the Board of Directors,
the Major Boards, the Standing
Committees and any other board
or committee reporting directly
to the Board of Directors may be
taken without a meeting if all
members of the Board or
Committee vote unanimously on the
action, with the vote to be
confirmed promptly in writing. The
written confirmation shall be filed
with the minutes of the
proceedings of the Board or Committee.
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| (4) |
Unless otherwise provided in
the Certificate of
Incorporation, the Constitution,
these Bylaws, or the
Not-for-Profit Corporation Law
of the State of New York, any
action required or permitted to
be taken by any board or committee
of any organizational unit of
the IEEE (other than the Board of
Directors, the Major Boards, the
Standing Committees and any
other board or committee
reporting directly to the Board of
Directors) may be taken without
a meeting. For boards and
committees of organizational
units other than
standards-developing committees
of the IEEE Standards Association,
unless a more restrictive voting
requirement is specified in the
governing documents of the board
or committee, an affirmative
vote of a majority of all the
voting members of the board or
committee shall be required to
approve the action. For
standards-developing committees
within the IEEE Standards
Association, unless a more
restrictive voting requirement
is specified in the governing
documents of the committee, an
affirmative vote of a majority
of the votes cast, provided a
majority of all the voting
members of the committee
responded, shall be required to
approve an action taken without a
meeting. The results of the
vote shall be confirmed promptly
in writing or by electronic
transmission. The writings
and/or electronic transmissions
shall be filed with the minutes
of the proceedings of the board or
committee. “Electronic
transmission” means any form
of electronic communication, such as
e-mail, not directly involving the
physical transmission of paper,
that creates a record that may
be retained, retrieved and
reviewed by a recipient thereof, and
that may be directly reproduced
in paper form by such a recipient.
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| (5) |
Matters for which the Board
of Directors has delegated
responsibility to an
organizational unit pursuant to
these Bylaws shall not be
implemented until approval
by the governing body of the
organizational unit and
subsequent review and
approval by the Board of
Directors. After approval
by the governing body of the
organizational unit, the
matter shall be submitted to
appropriate staff, as
designated by the IEEE
Executive Director, who shall
oversee the process for
obtaining approval by the
Board of Directors and who
shall also review and
recommend any related changes to
operations manuals or other
documents for clarity,
completeness, and conformance
with the other governing
documents of the IEEE.
Each such matter shall be
distributed to the Board of
Directors, but no later than
30 November of each calendar
year. If no objections
are raised by any of the
Directors within 30 days
after distribution, the
Directors shall be so notified,
the matter may be
implemented by the applicable
organizational unit, and the
matter shall be included on
the consent agenda of the
next regular meeting of the
Board of Directors. If an
objection is raised by one or
more Directors during such 30
day period, the matter shall
not be implemented and,
unless earlier resolved by
resubmission of the matter
to the Board of Directors in
accordance with the
foregoing procedure, or
withdrawal of the matter, the
matter shall be included on the
action agenda of the next
regular meeting of the Board of Director.
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Quorum.
A majority of the voting members
of the Board of Directors, a Major Board or
any committee of either thereof shall
constitute a quorum. A Major Board or
committee may establish more restrictive
quorum requirements, which shall be specified
in its Operations Manual, and shall be
reported to the IEEE Board of Directors.
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Voting.
Individuals holding more than one
position on the Board of Directors, a Major
Board, a Standing Committee, and any other
board or committee of any organizational unit
of the IEEE, shall be limited to one vote on
each matter being considered by such board or
committee.
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