Constitutional Amendments

IEEE Constitution, Article XIV - Amendments

Sec. 1. Amendments to this Constitution shall be made by a vote of the voting members. They may be proposed by the Board of Directors or by petition. 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 petition must meet two requirements: A petition must be signed by at least one-third of one percent (0.333%) of the total number of IEEE voting members in each Region; and at least one percent (1%) of the total number of IEEE voting members, as listed in the official membership records of the IEEE at the end of the previous year. A copy of such proposed amendment or amendments, if lawful, shall be distributed to each voting member at least sixty days before the date designated for counting the votes. Voting shall be in accordance with the Bylaws.

Sec. 2. A vote of at least two-thirds of all votes cast, provided the total number of those voting is not less than ten percent of the total number of voting members, in favor of an amendment is necessary for adoption. Voting members shall be notified as soon as practicable by notice in a publication going to all voting members.

Sec. 3. Amendments to this Constitution shall take effect thirty days after adoption, but if by amendment Officers and Officers-elect are changed in status or the number of Directors is reduced, each Officer and each Director shall continue to serve until the term expires.

Effective 21 December 2022

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 meet two requirements: a petition must be signed by at least one-third of one percent (0.333%) of the total number of IEEE voting members in each Region; and at least one percent (1%) of the total number of IEEE voting members, as listed in the official membership records of the IEEE at the end of the previous year.

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.