ARTICLE I - NAME, PURPOSE AND TERRITORY
Sec. 1. The name of the corporation is
The Institute of Electrical and Electronics
Engineers, Incorporated, hereinafter called the IEEE.
Sec. 2. Its purposes are: (a)
scientific and educational, directed toward the
advancement of the theory and practice of
electrical, electronics, communications and computer
engineering, as well as computer science, the allied
branches of engineering and the related arts and
sciences; means to these ends include, but are not
limited to, the holding of meetings for the
presentation and discussion of professional papers,
the publication and circulation of works of
literature, science and art pertaining thereto and
any other activities necessary, suitable and
proper for the fulfillment of these objectives;
(b) professional, directed toward the advancement
of the standing of the members of the professions
it serves; means to this end include, but are not
limited to, the conduct and publication of surveys
and reports on matters of professional concern to
the members of such professions, collaboration
with public bodies and with other societies for
the benefit of the engineering professions as a
whole and the general public, and the promotion of
ethical conduct. The IEEE shall not engage
in collective bargaining on such matters as
salaries, wages, benefits, and working conditions,
customarily dealt with by labor unions.
The IEEE shall strive to enhance the quality
of life for all people throughout the world
through the constructive application of technology
in its fields of competence. It shall
endeavor to promote understanding of the influence
of such technology on the public welfare.
Sec. 3. The character of its scope is
transnational and the territory in which its
operations are to be conducted is the entire
world. In addition to its world-wide
operations, the IEEE may engage in activities
directed to the interests and needs of members
residing in a particular country or area of the
world. The procedure for undertaking such activities
shall be specified in the Bylaws.
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ARTICLE II - BYLAWS
Sec. 1. Bylaws shall be established as
hereinafter set forth, for the purposes of governing
the operations and administration of the
IEEE. The term "Bylaws" as used in this
Constitution refers only to IEEE Bylaws.
Sec. 2. Proposed Bylaw changes and
reasons therefore shall be sent to all IEEE
Directors at least twenty days before the
stipulated meeting of the Board of Directors at
which the vote shall be taken. The votes of
two-thirds of the members present and entitled to
vote, at the time of the vote, provided a quorum
is present, shall be required to approve any new
Bylaw, amendment or revocation.
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ARTICLE III - MEMBERSHIP
Sec. 1. The grades of membership of the
IEEE, the member qualifications, privileges and the
requirements for admission, transfer and severance
pertaining to each grade shall be specified in the Bylaws.
Sec. 2. The term "member" when
printed without an initial capital, where used in
this Constitution, includes all grades of membership.
Sec. 3. The term "voting member" as used in
this Constitution means those members of Member
grade or above as defined in the Bylaws.
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ARTICLE IV - DUES AND FEES
Sec. 1. Dues and fees shall be
specified in the Bylaws.
Sec. 2. Under exceptional
circumstances, the payment of dues and fees may be
deferred or waived in whole or in part by the
Board of Directors.
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ARTICLE V - GROUPS OF MEMBERS
Sec. 1. The Board of Directors may
authorize the establishment of groups of members for
promoting the objectives and interests of the
IEEE. The Board of Directors may terminate
the existence of any such group. The Bylaws shall
provide for specifications and operating rules for
any groups that may be established.
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ARTICLE VI - DELEGATES AND DIRECTORS
Sec. 1. The voting members of the IEEE
shall elect Delegates-at-large who shall also by
virtue of such election be
Directors-at-large. The number and method of
election of Delegates-at-large and
Directors-at-large shall be specified in the Bylaws.
Sec. 2. The territory of the IEEE shall
be divided, at the discretion of the Board of
Directors, into geographical areas known as
Regions, which shall be specified in the
Bylaws. The voting members of each Region
shall elect a Delegate to the Assembly designated
as its Regional Delegate who shall also by virtue
of such election be a Director designated as its
Regional Director. The method of election of
Regional Delegates shall be specified in the Bylaws.
Sec. 3. Certain of the technical areas
covered by the IEEE shall be grouped into
Divisions. The voting members of each
Division shall elect a Delegate to the Assembly,
designated as its Divisional Delegate, who shall
also by virtue of such election be a Director,
designated as its Divisional Director. The
method of election of such Divisional Delegates
shall be specified in the Bylaws.
Sec. 4. The term of office of the
President as a Delegate-at-large and
Director-at-large shall be three years beginning
with the office of President-Elect. The
Bylaws shall provide the term of office of other
Delegates elected by the voting members which
shall be identical with the term of office as
Director. All shall coincide with the fiscal
year of the IEEE.
Sec. 5. The terms of office of
Directors elected by the Assembly shall be specified
in the Bylaws.
Sec. 6. If the Directors shall not be
elected on the day designated by law or fixed in the
Bylaws, the corporation shall not for that reason
be dissolved; but every Director shall continue to
hold office and discharge duties until a successor
has been elected.
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ARTICLE VII - PRESIDENT
Sec. 1. The President shall be elected
by the voting members, by virtue of which election
the President shall also be a Delegate-at-large
and a Director-at-large for a period of three
years. Following the term of one year as
President-Elect, the holder of that office shall
serve as President in the subsequent year and
shall serve as Past President in the year
subsequent thereto. The President shall be
ineligible to serve a second full term in that office.
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ARTICLE VIII - THE ASSEMBLY
Sec. 1. An Assembly composed of
Delegates, including Delegates-at-large, shall
receive reports and perform such functions as
required by law or specified in the Bylaws.
The Assembly shall, at its annual meeting, elect
Directors-at-large who are not Delegates.
Sec. 2. The annual meeting of the
Assembly shall be held in conjunction with the last
regularly scheduled meeting of the Board of
Directors in each fiscal year of the IEEE.
The President of the IEEE shall preside.
Sec. 3. All of the Delegates shall be
at least 18 years of age and shall be IEEE members
of the grades specified in the Bylaws.
Sec. 4. Meetings of the Assembly may be
held elsewhere than in the State of New York.
Additional meetings and provision for special
meetings of the Assembly and the manner of giving
notice of annual, additional and special meetings
shall be specified in the Bylaws.
Sec. 5. The number of Delegates required to
constitute a quorum at meetings of the Assembly
shall be stated in the Bylaws.
Sec. 6. The presiding officer of the Assembly
shall have no vote on the Assembly except if the
vote is by secret ballot or unless the Chair's
vote can change the outcome of the vote.
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ARTICLE IX - BOARD OF DIRECTORS
Sec. 1. The Board of Directors shall be
the governing body of the IEEE and shall consist of
Directors, including Directors-at-large,
elected by all of the voting members,
Directors-at-large elected by the Assembly, and
Directors elected by the voting members of a group
of members. The President of the IEEE shall preside.
Sec. 2. The number of Directors elected
by the voting members together with the number of
Directors elected by the Assembly shall be not
less than nine nor more than fifty. Except
for the filling of interim vacancies as provided
in the Bylaws, the number of Directors elected by
the voting members shall be not less than sixty
percent of the total number of Directors.
Sec. 3. All of the Directors elected by
the Assembly shall be at least 18 years of age and
shall be IEEE members of the grades specified in
the Bylaws.
Sec. 4. At least one Director shall be
a citizen of the United States.
Sec. 5. There shall be an annual
meeting of the Board of Directors which shall be the
last regularly scheduled meeting in each fiscal
year of the IEEE. This annual meeting may be
held elsewhere than in the State of New York.
Sec. 6. Additional regular meetings and
provision for special meetings of the Board of
Directors and the manner of giving notice of
annual, additional regular and special meetings
shall be specified in the Bylaws.
Sec. 7. The Board of Directors may
designate or appoint one or more Committees and
Boards, which shall have such powers of the Board
of Directors as it may confer upon them from time
to time.
Sec. 8. The number of Directors
required to constitute a quorum at meetings of the
Board of Directors shall be stated in the Bylaws.
Sec. 9. The presiding officer of the
Board of Directors shall have no vote on the Board
except if the vote is by secret ballot or unless
the Chair's vote can change the outcome of the vote.
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ARTICLE X - CORPORATE OFFICERS
Sec. 1. The Corporate Officers of the
IEEE shall be the President, the President-Elect,
the Vice Presidents as specified in the Bylaws,
the Secretary, and the Treasurer. At the
discretion of the Assembly, the offices of
Treasurer and Secretary may be held concurrently
by one person.
Sec. 2. Corporate Officers, other than
the President, and the President-Elect, to be
elected by the Assembly, by all of the voting
members or by the voting members of a group of
members, shall be specified in the Bylaws.
Corporate Officers, by virtue of such election,
shall be Directors, but not Delegates. Other
Officers shall be appointed by the Board of
Directors and as such will be neither Directors nor Delegates.
Sec. 3. Except for the President-Elect,
whose term of office as such shall be for one year
and who shall thereafter hold the office of
President for the subsequent year and the office
of Past President for the year subsequent thereto,
the term of office for all Corporate Officers
shall be for one year and shall terminate at the
end of the fiscal year of IEEE, or at such later
time as their successors are elected and accepted.
Sec. 4. No Corporate Officer or
Director shall receive, directly or indirectly, any
salary, traveling expenses, compensation, or
emolument from the IEEE either as such Officer or
Director or in any other capacity, unless
authorized by the Bylaws or by the concurring vote
of two-thirds of all the Directors present at a
regularly constituted meeting.
Sec. 5. No Corporate Officer or
Director shall be interested, directly or
indirectly, in any contract relating to the
operations of the IEEE, nor in any contract for
furnishing supplies thereto, unless authorized by
the Bylaws or by the concurring vote of two-thirds
of the Directors present at a regularly
constituted meeting.
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ARTICLE XI - VACANCIES
Sec. 1. The existence of a vacancy in
the Board of Directors or among the Corporate
Officers shall be determined by the Board of
Directors or in accordance with the Bylaws.
Sec. 2. Vacancies on the Board of
Directors or among the Corporate Officers shall be
filled in accordance with the Bylaws.
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ARTICLE XII - NOMINATIONS AND ELECTIONS
Sec. 1. The Board of Directors shall
submit annually to all voting members a list of
nominees for Delegates, the President-Elect, and
such other Officers as may be specified in the
Bylaws to be elected by the voting members for the
coming term. Submission may be by notice in an
IEEE publication which is distributed to all
voting members.
Sec. 2. The method of making
nominations and the schedule for elections shall be
specified in the Bylaws.
Sec. 3. Nominations by petition for the
offices named in Section 1 of this Article may be
made by letter to the Board of Directors setting
forth the name of the proposed candidate and the
office for which the candidate is desired to be
nominated. The required number of signatures
on such petition and the date of receipt shall be
specified in the Bylaws.
Sec. 4. The Bylaws shall specify the
annual closing date for the list of voting members
entitled to vote, and shall specify the date by
which, and the manner in which, votes shall be cast.
Sec. 5. For elective offices of the
IEEE other than those named in Section 1 of this
Article, methods of nomination and election,
including alternate means of nomination by
individual voting members, shall be specified in the Bylaws.
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ARTICLE XIII - MANAGEMENT
Sec. 1. The President shall be the
Chief Executive Officer of the IEEE and shall
preside at meetings of the Assembly, all meetings
of the Board of Directors and at meetings of any
other bodies as may be specified in the Bylaws, at
which the President may be present. The President
shall be an ex officio member of every Board and
Committee. The President may visit groups of
IEEE members and promote the objectives of the IEEE.
Sec. 2. The President-Elect shall
perform such tasks as are delegated by the President
or as may be specified in the Bylaws.
Sec. 3. In the absence of the
President, the President-Elect shall preside and
shall perform such tasks as are delegated by the
President or as may be specified in the Bylaws.
Sec. 4. The Secretary, under the
direction of the Board of Directors, shall have
general supervision of the keeping of records of
meetings, activities, membership and any other
records required by law.
Sec. 5. The Treasurer, under the
direction of the Board of Directors, shall have
general supervision of the fiscal affairs of the
IEEE and shall be responsible for the keeping of
records thereof.
Sec. 6. Stewardship and fiduciary
responsibility for IEEE assets shall be the
responsibility of the Board of Directors.
Sec. 7. The fiscal year of the IEEE shall be
defined in the Bylaws.
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ARTICLE XIV - AMENDMENTS
Sec. 1. Amendments to this Constitution
shall be made by a vote of the voting members.
They may be proposed by the Board of Directors or
by petition. A resolution adopted by vote of at
least two-thirds of those present at a regularly
constituted meeting of the Board of Directors is
necessary to submit a proposed amendment to the
voting members. A petition must be signed by
at least one-third percent of the total number of
voting members as listed in the official
membership records of the IEEE at the end of the
previous year, but in no case shall the number be
less than one hundred. A copy of such
proposed amendment or amendments, if lawful, shall
be distributed to each voting member at least
sixty days before the date designated for counting
the votes. Voting shall be in accordance with
the Bylaws.
Sec. 2. A vote of at least two-thirds
of all votes cast, provided the total number of
those voting is not less than ten percent of the
total number of voting members, in favor of an
amendment is necessary for adoption. Voting
members shall be notified as soon as practicable
by notice in a publication going to all voting members.
Sec. 3. Amendments to this Constitution
shall take effect thirty days after adoption, but if
by amendment Officers and Officers-elect are
changed in status or the number of Directors is
reduced, each Officer and each Director shall
continue to serve until the term expires.
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