How
Constituted. The Executive Committee shall consist
of eleven members who shall be the
President; the President-Elect; the Past
President; the Vice Presidents for Educational
Activities, Publication Services and
Products, Member and Geographic Activities,
and Technical Activities; the IEEE-SA President;
the IEEE-USA President; the
Secretary-Treasurer; and the Division Director
of the Computer Society who is in the
second year of his/her term.
In such years as the Assembly
shall elect separate individuals to the
offices of Secretary and Treasurer, the number
of members of the Executive Committee
shall be increased by one.
The President shall be Chair, and
the IEEE Secretary shall be Secretary thereof.
Action
of the Executive Committee. Unless otherwise provided in
the Not-for-Profit Corporation Law of the State
of New York, the proportion of votes of
the members of the Executive Committee that
shall be necessary for transaction of any item
of business shall be the same as the
proportion applicable to the Board of Directors
for the same item of business.
Meetings. 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 Executive Committee, or by
consent of a majority secured by or
transmitted to the 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 members of the
Executive Committee not less than ten days
before the original or the new date of
said scheduled meeting, whichever is
earlier. In addition, the
Executive Committee may also meet and act upon
the vote of its members by
teleconference, under the conditions described
in Bylaw I-300.4.
Minutes
of Meetings. Minutes of all meetings of the
Executive Committee, excluding executive
sessions, but including the number of
executive session items, shall be provided to
all Directors within a reasonable period
of time, normally fourteen business days after
the Executive Committee meeting.
In addition, all meeting documents and
reports, excluding those presented in executive
session, shall be made available to the
Board within a reasonable period of time,
normally within fourteen business days.
Items discussed in executive session
shall be provided to the Board of Directors
within a reasonable period of time,
normally within fourteen business days after
the last meeting of a meeting series.
Notice
of Special Meetings. Special meetings of the
Executive Committee may be called by the
President or by any two 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 via electronic mail or facsimile with
hard copy follow-up via internationally
recognized courier service not less than
5 days before the date set for the special meeting.
In addition to the foregoing,
special meetings of the Executive
Committee may be called by the President or by
any Executive Committee member to
address specific investment-related matters
requiring implementation of the
Investment Business Continuity Plan, which shall
be specified in the IEEE Policies. Notice of
such special meetings, giving the time
and place of the meeting, and the name(s) of the
Director(s) calling the meeting, shall be sent
to all Directors via telephone,
electronic mail, facsimile, or recognized
courier service, at any time before the meeting.
Waiver
of Meeting Notice. A meeting of the Executive Committee
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.
Functions. At all times between Board
of Directors meetings, the Executive Committee
shall have all the powers and duties of the
Board of Directors except as to such
matters not permitted to be delegated to the
Executive Committee pursuant to Section
712(a) of the New York Not-for-Profit
Corporation Law and as to such other matters
that the Board has, by resolution,
expressly reserved to itself. All such
powers and duties of the Board of
Directors that the Executive Committee is
authorized to exercise pursuant to this Bylaw,
and all other powers and duties that the
Executive Committee is authorized to exercise
pursuant to other provisions of these
Bylaws, shall be subject to the following limitations:
(a)
Except if and to the
extent otherwise expressly provided
in other provisions of
these Bylaws, the Board of Directors
may by a majority of
the votes of the Directors present
at the time of the
vote, provided a quorum is present
at any meeting overrule any
act or decision of the Executive Committee;
(b)
That the Board of
Directors by two-thirds of the votes
of the Directors
present at the time of the vote,
provided a quorum is
present, at any meeting may suspend
a Bylaw or any other
resolution conferring power upon the
Executive Committee, such
suspension to remain in effect
pending amendment of any Bylaw
conferring such powers; or
(c)
That the Board of
Directors may direct any action or
plan of the Executive Committee.
Duties
and Responsibilities. The Executive Committee may divide
its duties and responsibilities among its
members as it sees fit and conduct its
business as it finds necessary.
Responsibilities of the Executive
Committee shall include:
(a)
Coordinators;
Sub-Committees.
The Executive Committee shall
appoint certain of its members as
“Coordinators” charged
with functional supervision of
activities such as
membership. The
President-Elect shall be
responsible for broad corporate
matters, including
administration, and may appoint such
ad hoc committees as may be
required from time to time in the
discharge of his/her duties.
(b)
IEEE Executive
Director. In
addition to the duties and
responsibilities stated in Bylaw
I-307, the Executive Committee shall
specify those duties to be
performed by the IEEE Executive Director.
(c)
Assistant Secretary.
The Executive
Committee shall appoint a member of
the staff to act as
Assistant Secretary. Normally,
the IEEE Executive Director
shall be appointed the Assistant Secretary.
(d)
Assistant Treasurer.
The Executive
Committee shall appoint a member of
the staff to act as
Assistant Treasurer.
(e)
Management of IEEE
Facilities. The
Executive Committee shall be
responsible for the management
of IEEE property and equipment.
(f)
Annual Budget. The
Executive Committee
shall prepare and present an annual
budget to the Board of
Directors for approval.
(g)
Policy
Recommendations. The
Executive Committee shall be
charged with broadly considering
IEEE policies and making
appropriate recommendations to
the Board of
Directors on its own initiative.
(h)
Standing Committees.
The Executive
Committee shall appoint, direct, and
coordinate the work of
all of its standing administrative
committees, except
those appointed directly by the
Board of Directors. (Bylaw I-305.2)
(i)
Conventions, Conferences, and
Meetings. The Executive
Committee may authorize
conventions, conferences, and
meetings of the IEEE and approve
their dates and locations.
(j)
IEEE Strategic Plan. The
Executive Committee shall have
oversight responsibility for the
implementation of the IEEE Strategic Plan.
(k)
Investment of Assets.
Responsibility for the prudent
investment of major IEEE assets
shall rest in the Executive
Committee with the advice and
assistance of the Investment
Committee. The Executive
Committee may select, and authorize
the execution of contracts
with one or more asset managers and
or asset management
consultants. Such contracts
may provide that the asset
managers shall have discretionary
authority over IEEE’s
investment portfolio.
(l)
Employee
Benefits. The
Executive Committee shall have
the responsibility for employee
benefits, and shall act upon the
recommendations of the
Employee Benefits Committee
related to compensation
guidelines,
benefits, long-term planning and
financial considerations.
(m)
IEEE Website. The
Executive Committee
shall have oversight responsibility
for the IEEE website
and related policies and practices.
Election. The Executive Committee
shall have the power to act with the full
authority of the entire Board of
Directors whenever the Executive Committee shall
determine that irregularities, the incapacity or
death of a candidate, or other
unforeseen circumstances have delayed or are
likely to delay or otherwise affect any
election of Delegates/Directors so as to
prevent the election from being completed in a
timely manner, fairly, or with the full
participation of the members. In carrying
out its powers under this Bylaw, the
Executive Committee may temporarily
assign to other persons or positions the duties
of any corporate office or position that
is vacant because of such an election, and it
may do any and all other acts proper
under law and that it determines are
reasonable and necessary to permit a fair and
proper election, including delaying an
election and accepting additional nominations
for any position, and canceling any
voting already completed and requiring
that voting begin again. Once the
Executive Committee has made the
determination required to give it power to act
under this Bylaw, it shall continue to
act until it determines that the election in
question has been properly completed.
IEEE
President's Award. The IEEE President, with the
consent of the Executive Committee, 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.
