IEEE Bylaws

I-301.  Board of Directors

1. How Constituted.   The Board of Directors shall consist of the following 30 Directors: the President, the President-Elect, the Past President, all of whom shall be elected by the eligible voting members of IEEE; the Vice President - Technical Activities, who shall be elected by the eligible voting members of IEEE who are also members of at least one Society, the IEEE-USA President, who shall be elected by the eligible voting members of Regions 1-6; the President IEEE-SA, who shall be elected by the eligible voting members of the IEEE who are also members of the Standards Association; ten Region Directors, who shall be elected by the eligible voting members of each respective Region; ten Division Directors, who shall be elected by the eligible voting members belonging to one or more society within each respective Division; the Vice Presidents for Educational Activities, Member and Geographic Activities and Publication Services and Products, and the Secretary-Treasurer, all of whom shall be elected by the Assembly.
   
   In such years as the Assembly shall elect separate individuals to the offices of Secretary and Treasurer, the number of members of the Board of Directors shall be increased by one.
   
   All Directors shall be of Fellow or Senior Member grade.
   
   
2. Directors-at-Large.   The Directors elected by the Assembly, the Vice President - Technical Activities, the IEEE-SA President, and the IEEE-USA President shall have Director-at-Large status.
   
   
3. Meetings.   The annual meeting of the Board of Directors, required by the Constitution shall be the last regularly scheduled meeting in each fiscal year of the IEEE.  The annual meeting of the Assembly shall be held in conjunction with the annual meeting of the Board of Directors which shall be scheduled at the same place.  Notices of the Assembly annual meeting shall be distributed at the same time that notices are mailed for the annual meeting of the Board of Directors.
   
   
4. Approval of Meeting Schedule.   The total number of regular meetings during the year normally shall be three.  Locations and dates for approved meetings shall be in accordance with the criteria set forth in the IEEE Policies.  Once scheduled, a meeting date or location may be altered or canceled only for sufficient cause by majority vote at a regularly constituted meeting of the Board of Directors or by consent of a majority of all Directors secured by or transmitted to the IEEE Secretary, not less than 20 days before the original date or the new date set for the meeting, whichever is earlier.  Notice of such approved change shall be mailed to all Directors not less than ten days before the original or the new date of said scheduled meeting, whichever is earlier.
   
   
5. Notice of Special Meetings.   Special meetings of the Board of Directors may be called by the President or by any five Directors on notice to all other Directors.  Notice of such special meetings, giving the time and place of meeting, the purpose of the meeting, and the names of the Directors calling the meeting, shall be sent to all Directors not less than 20 days before the date set for the special meeting. The place of such special meeting may be only at IEEE Headquarters or Operations Center unless otherwise authorized by a majority vote of all Directors, such vote to be secured by or transmitted to the IEEE Secretary. For special meetings to be held by teleconference, notice shall be sent to all Directors via telephone, electronic mail, facsimile, or recognized courier service, not less than 48 hours before the time set for the special meeting. 
   
   
6. Waiver of Meeting Notice.  A meeting of the Board of Directors may be held without notice if waivers of notice signed by all of the Directors are filed with the IEEE Secretary, with notation thereof entered in the minutes of the meeting.
   
   
7. Notices of Meetings.  Notices of meetings and any other documents required to be sent to Directors pursuant to provisions of the Constitution and these Bylaws shall be sent by such routings as shall ensure prompt delivery.
   
   
8. Minutes of Meetings.   Minutes of all meetings of the Board of Directors shall be distributed to all Directors.  In the absence of extenuating circumstances, minutes of all meetings of the Board of Directors shall be distributed within 45 days of the meeting.
   
   
9. Reimbursement of Expenses.    Reimbursement for actual and necessary expenses is authorized for Directors for the purpose of attending meetings of the Board of Directors or otherwise in the performance of their duties and for Directors-Elect when invited to attend a meeting of the Board of Directors as observers.
   
   
10. Vacancies.
    
    

    (1)	The incumbent President-Elect shall assume the duties of the President should the Presidential office become vacated, thereby vacating the office of President-Elect.  Having served the remainder of the Presidential term, and the term to which he/she had been elected, the President shall serve as Past President.  The Past President who is in office when the vacancy in the office of the President occurs shall serve one additional year.
    (2)	The next most recently retired Past President available to serve shall fill a vacancy occurring in the office of Past President.
    (3)	Should a vacancy occur in the office of the President-Elect or the President-Elect-Elect, the Assembly shall fill the vacancy.  The individual assuming the office of President-Elect shall complete the remainder of the three-year term in the consecutive positions of President-Elect, President, and Past President.
    (4)	In the event that a candidate for President-Elect becomes incapacitated and subsequently wins the election, the vacancy shall be filled by the Assembly.
    (5)	An individual elected to fill an unexpired term of a corporate office that normally is filled by a Delegate-at-Large does not become a Delegate-at-Large unless already a Delegate-at-Large or unless confirmed as such at the next general election.
    (6)	The incumbent Region or Division Delegate-Elect/Director-Elect shall assume the duties of the respective Region or Division Delegate/Director should that office become vacated, thereby vacating the office of Region or Division Delegate-Elect/Director-Elect.  The person assuming such vacated office of Region or Division Delegate-Elect/Director-Elect shall complete the remainder of the term of the office that was vacated, followed by the term to which that person was elected to be Region or Division Delegate/Director.  A vacancy shall occur in the offices of Division Delegate at such time as the incumbents ceases to maintain membership in at least one Society in the Division that elected such Delegate.  A vacancy shall occur in the office of Region Delegate at such time as the incumbent ceases to reside in the Region that elected that Delegate.
    (7)	The Assembly shall fill other vacancies occurring in the Board of Directors or among the Corporate Officers for a period not to exceed the unexpired term of the office becoming vacant, provided that, if a vacancy shall occur in the office of a Region or Division Director, for which there is no provision in these Bylaws for a Delegate-Elect/Director-Elect who shall automatically assume the office of Delegate/Director, then the Region or Division that elected such Director shall have the right to elect a Director to serve the remainder of such term.  If such Region or Division shall fail to elect a Director within six months after notice of such vacancy, the vacancy may be filled by the Assembly even if, by reason of such election, the number of Directors elected by the voting members shall be less than 60% of the total number of Directors, provided, however, that any such Director elected by the Assembly, as opposed to the voting member, shall not be a Delegate.
    (8)	Major Board Operations Manuals shall specify detailed methods by which vacancies in the offices of Director or Director-Elect shall be filled.  A Director-Elect may fill the unexpired term without a further election.  Vacancies in the office of Director-Elect shall be filled by a membership election.  In the event that an organizational unit fails to elect a Director-Elect or fill the Director vacancy within six months, the vacancy shall be filled by the Assembly.
    (9)	For any circumstances that have not been foreseen in these Bylaw provisions, the Assembly shall fill such a vacancy.

11. Director Emeritus.    At the sole discretion of the Board of Directors, the honorary title of Director Emeritus may be awarded to an IEEE member in recognition of exceptional service to the Board of Directors.  Such action shall require an affirmative vote of two-thirds of the Directors present at the time of the vote.  Voting shall be by secret ballot.  The designation of Director Emeritus shall be awarded for life.  Not more than one award may be bestowed in any given year. 
    
    
12. IEEE President's Award.  The IEEE President, with the consent of the Board of Directors, may name individuals to receive the IEEE President's Award.  Normally, no more than two awards will be bestowed in any given year.  This recognition may be given to individuals, not necessarily members of the IEEE, whose careers have exhibited distinguished leadership and contributions to the public.  To those recipients not already members of the IEEE, this recognition shall carry an entitlement of the privileges of the IEEE except the right to vote and hold office therein.