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, Executive Committee, 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, Executive
Committee, 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.
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.
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 Executive Committee 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.
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 Executive
Committee, the Major Boards,
listed in IEEE Bylaw I-304, the
Standing Committees, as listed
in IEEE Bylaw I-305, 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 Executive
Committee, 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.
(2)
The Board of
Directors, the Executive Committee,
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.
(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 Executive Committee, 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.
(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 Executive
Committee, 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.
(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.
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.
Voting. Individuals holding more than
one position on the Board of Directors,
the Executive Committee, 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.
