IEEE Policies

9.5   Separate Incorporation

Separate incorporation of IEEE organizational units is not normally permitted. On rare occasions, when historical events, local conditions or economic conditions rule out alternate solutions, such incorporation may be allowed, but only after the Board of Directors is satisfied that the name and integrity of the IEEE are adequately protected.  Should it be necessary to form a legal entity, separate from the IEEE, the following conditions shall normally apply:

1. Formation of any separate legal entity shall be approved by the IEEE Board of Directors.
   
   
2. The IEEE Board of Directors shall appoint the members of the board of directors of the entity formed.  At least one member of the board of directors shall currently be a member of the IEEE Board of Directors.
   
   
3. A dissolution clause shall be included in the organizational documents of the entity such that upon dissolution of the entity any remaining assets (or IEEE’s proportionate share if there are multiple stakeholders in the entity) shall be returned to IEEE.
   
   
4. Any subsidiary of IEEE should preferably be wholly-owned and subject to direction and control by IEEE and fully consolidated with IEEE finances.  There shall be regular direct financial reporting to the IEEE Finance Committee.