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.
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.
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.
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.
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 10 days
before the date set for the special meeting.
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.
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.
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.
Reimbursement
of Expenses. Reimbursement for actual
and necessary expenses is authorized for
Directors for the purpose of attending
meetings of the Board of Directors and for
Directors-Elect when invited to attend a
meeting of the Board of Directors as
observers. Similar reimbursement is
authorized for members of the Executive
Committee for the purpose of attending meetings
of the Executive Committee, and for
Directors attending meetings at which
Directors perform duties assigned to their offices.
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.
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.
