Constitutional Amendments

During the IEEE Board of Directors’ November 2021 meeting, it discussed a recommendation from the 2021 Ad Hoc Committee on Strengthening the IEEE Constitution to add the proposed constitutional amendment to the 2022 annual election ballot. The Ad Hoc Committee presented the Board with the proposed amendment and the 200-word summary explaining the purpose and the need for the proposed amendment. The Board agreed. Shortly thereafter, voting-eligible members received three notices about having the opportunity to discuss the proposed amendment in Collabratec®, IEEE’s member forum.

During the Board’s June 2022 meeting, the Board endorsed the proposed amendment. Within days of the endorsement, the Election Oversight Committee identified two members active in the forum, who maintained opposing views of one another. One of the individuals, authored an in support statement and another individual authored an in opposition statement.

The 2022 annual election ballot will contain the two statements the authors submitted “as is”, the proposed constitutional amendment that the Board endorsed, and the 200-word summary. Below is the information:

• IEEE Board of Directors' statement that explains the purpose and the need to amend IEEE Constitution, Article XIV - Amendments
• IEEE Board of Directors' proposed changes to IEEE Constitution, Article XIV - Amendments
• IEEE Election Oversight Committee's moderated IEEE Constitution, Article XIV - Amendments Discussion Forum in Collabratec® is at https://www.ieee.org/constitutional-amendment-forum
• IEEE member lead advocate's in support statement as submitted by the advocate
• IEEE member lead advocate's in opposition statement as submitted by the advocate 

IEEE Board of Directors' Statement

IEEE’s Constitution is IEEE’s highest-level governance document that affects all Members and rarely should change. It only takes 0.333% of the total number of voting members to add a member-initiated petition to the annual ballot – fewer than the candidate petition requirement. This proposal to change the member-initiated constitutional amendment petition requirement, if adopted, establishes greater member support for member-initiated petitions before ballot placement and enhances Membership’s global voice in proposing constitutional changes.

Proposal: increase the total number of voting members required from 0.333% to 1% and add a 0.333% voting member requirement for each Region.

Specifically, this modification:

• Modernizes requirements, originally created in 1963 for a very different IEEE.
  
• Increases requirements to be closer to, but fewer than, endorsement levels for candidate petitions.
  
• Recognizes that constitutional amendments should be rare, while candidate petitions are quite common.
  
• Ensures member-petitions to change IEEE’s Constitution receive a minimal level of support for the initiative throughout IEEE before ballot placement.
  
• Reflects IEEE’s international scale and geographic diversity.
  
• Preserves Members’ rights to propose constitutional changes.
  
• Protects IEEE and its Members from a governance vulnerability created by excessively low endorsement requirements and absence of minimal support across Regions.
  
• Adapts to electronic endorsement capabilities for member-initiated petitions.
  

Side By Side Comparison of Only Those Sections To Be Changed

In Support Statement

The proposed amendment reflects changes in IEEE membership and in the emergence of global electronic communications. In 1963 IEEE had 150,000 members, 93% of which were in today’s Regions 1-6 in the U.S., and electronic communications were almost non-existent. Today IEEE has over 400,000 members, with approximately 1/3 in Regions 1-6, 1/3 in Region 10, and 1/3 in Regions 7, 8, and 9, and global, personal electronic communication is instant and ubiquitous. Given the evolution of global membership distribution and the enablement of electronic communications and IEEE electronic petitions, IEEE is today able to ensure equity across all Regions and encourage deeper membership engagement through the requirement that every Region have a voice in proposed constitutional changes, without the great burden of collecting paper signatures. The proposed amendment ensures that future proposed constitutional changes reflect global member interests in a global organization, encourages professional collaboration across regional boundaries, and results in a more balanced, equitable, and scalable IEEE that will keep pace with change, both in global membership and relevant technologies, and continue to support the careers and technical lives of our members.

In Opposition Statement

The IEEE Board of Directors (BoD) is correct to assert that “IEEE’s Constitution is IEEE’s highest-level governance document that affects all Members and rarely should change.” As such, no change should be made unless substantial evidence is provided that the Constitution has a critical flaw that needs fixed. Such evidence was not provided, and so the proposed amendment should be rejected.

No evidence was provided that the current Constitution is resulting in a large number of member-initiated petitions. If such petitions are currently rare, then the proposed amendment to make the requirements much more onerous will make it impossible for a member to bring an amendment to the ballot.

The proposed amendment will require collecting over 3000 signatures, which is nearly impossible given the time required to locate, contact, communicate with, and discuss with so many members. The proposed 0.333% requirement per region will make member-initiated petitions impossible, given the broad geographical locations and the wide variety of languages spanned in the countries covered in the regions. To place an amendment on the ballot would require such an extensive investment in time and finances that only the very rich would have a chance of bringing an amendment to the ballot.

For reference:

• Marked version of the IEEE Constitution indicating all additions and deletions (PDF, 164 KB)
• Updated version of the revised IEEE Constitution if adopted (PDF, 164 KB)

Proposing Amendment to the Voting Members

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 copy of such proposed amendment(s), shall be distributed to each voting member at least sixty days prior to the date designated for counting the votes.

Endorsing Amendment on the Election Ballot

When the Board of Directors undertakes an action to place a referendum on the ballot, that shall not be construed as endorsement. The Board of Directors may take a non-binding informational poll to provide context to the member discussion, with the understanding that the non-binding Board position is subject to change during the discussion process.

The Board of Directors may endorse or oppose a referendum between the first working day following 31 May and the first working day following 30 June of the election year. At such time, in the event the Board of Directors moves to endorse or oppose a referendum, members of the Board of Directors shall not act in a manner that undermines any such motion of the Board of Directors. This shall allow continued free discussion of the referendum by all IEEE members other than members of the Board of Directors, in order to provide the opportunity for interested voting members to become well-informed.

Petition Process

Constitutional Amendments may be placed on the annual election ballot by the IEEE Board of Directors or by member petition.

Initiators of Constitutional Amendments shall be IEEE members in good standing who are eligible to vote in the annual election. An initiator shall submit in writing to IEEE a copy of the exact wording of the proposed Constitutional Amendment the initiator wishes to circulate for signature. In order to be effective, such submission shall be received at the office of the IEEE Executive Director no later than 12:00 noon ET on the Friday preceding 15 December of the year preceding the year in which the Constitutional Amendment, if qualified, shall appear on the IEEE Annual Election ballot. 

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 100.

Proposed Amendment Review

A proposed Constitutional Amendment shall not conflict with IEEE’s Certificate of Incorporation, the New York Not-For-Profit Corporation Law, or other legal or regulatory authority applicable to IEEE. Before an amendment to the Constitution is submitted to the voting members, it shall be reviewed by IEEE Legal Counsel for compliance.

The initiators of a Constitutional Amendment, and at their option and expense, their own legal counsel, shall work with IEEE Legal Counsel and the IEEE Secretary, with assistance from Corporate Governance staff, to strive to ensure that the proposed amendment’s is compliant and that its wording is clear, unambiguous, grammatically and stylistically correct, and pertinent to the subject matter of IEEE governance documents.

When following the foregoing cooperative process the wording of the proposed petition or a Constitutional Amendment is (i) determined to be compliant by IEEE Legal Counsel, reviewed by the IEEE Secretary, and approved by the IEEE Tellers Committee, it shall be considered the official petition language, or (ii) determined not compliant by IEEE Legal Counsel because it conflicts with the IEEE governing documents or other regulatory authority applicable to IEEE, then the proposed petition for Constitutional Amendment shall be rejected.

IEEE Corporate Governance staff shall advise those intending to propose an amendment to the IEEE Constitution by petition of the relevant campaigning guidelines approved by the IEEE Board of Directors. All individuals who are circulating a petition or who are successful in their petition shall follow the campaigning guidelines. Petitioners are bound by the principles and relevant provisions of IEEE's campaigning policies.

Petition qualifications and procedures for announcement, distribution, and approval of petitions shall be specified in the IEEE Policies.

Proposed Amendment Petition Schedule

Except as described in Bylaw I-308.1, or unless otherwise directed by the Board of Directors, the schedule for (i) receipt of petitions for Constitutional Amendments and statements of petitioners in support of petitions to accompany the ballot, (ii) the submission of all Constitutional Amendments (including those initiated by the Board of Directors) to the voting members, and (iii) the counting of the ballots and tallying of votes with respect to proposed Constitutional Amendments shall conform to the schedule relating to the nomination and election of officers elected by the voting members set forth in Bylaw I-307.