Bylaws

Section 1. These Bylaws provide detailed guidance for the supervision and management of the Society affairs; in accordance with the Society Constitution, amendments may be made by means of the procedures described in Article IX, Section 2, of the Constitution.

Section 2. Membership: There shall be only one grade of general Society membership available to all IEEE members or to members in other societies that have been recognized by specific action of the Society Board of Governors. Further, other members may join in accordance with any other provision that may be incorporated in the IEEE rules and regulations.

Section 2.1. Students: A reduction of the annual dues shall be made for student members, as prescribed by IEEE rules and regulations.

Section 2.2. Special Provisions: Any special members (life, or other honorary) and affiliates of the Society on January 1, 1970 may continue even though their respective attainment of such special membership or affiliation was by a means other than as defined above.

Section 3. Board of Governors: Article V, Section 1, of the Constitution provides that the Board of Governors shall consist of 12 elected members-at-large plus ex-officio members. Article VII, Section 4, provides that a quorum shall be a majority of the voting members of the Board of Governors or any committee thereof, without distinction between the members-at-large and the ex-officio members with vote, and that all members shall have an equal vote. No individual may hold two elected positions concurrently. Individuals holding more than one position on the Board of Governors shall be limited to one vote on each matter being considered by the Board of Governors. Ex-officio members with vote are the elected officers, the Junior and Senior Past presidents, and the chairs of the following standing committees: Constitution and Bylaws, Finance, and Standards. The presiding officer of the Board of Governors shall have no vote on the Board of Governors except if the vote is by secret ballot or unless the presiding officer’s vote can change the outcome of the vote. Board of Governors must be of higher membership grade than student member to be eligible.

Section 3.1. Each retiring Society President shall be designated the Junior Past President, and his/her immediate predecessor shall be designated the Senior Past President. These persons shall serve as ex-officio members with vote. If either or both are elected member-at-large or are appointed a standing committee chair, there shall be only one vote. Each retiring Society President shall also be awarded the honorary title “President Emeritus”. This designation shall not come with additional responsibilities or privileges within the Society, nor preclude the holder from being elected or appointed to other positions within the Society, unless otherwise specified in these bylaws.

Section 3.2 Unless otherwise provided, a majority vote of the members attending a Board of Governors meeting and entitled to vote, provided a quorum is present, shall be sufficient for the conduct of its business.

Section 3.3. Robert’s Rules of Order shall govern conduct of Board of Governors meetings on all matters not otherwise specified in these Bylaws or the Constitution.

Section 3.4. Prior to the Annual Meeting of the Board of Governors each fall, elections will be held to fill vacancies among the at-large members of the Board of Governors to occur on the succeeding January 1st. The Nominating Committee shall submit a slate of nominees to the Board of Governors by June 1 each year. If the Nominating Committee has not submitted at least two nominees for each vacancy, the Board of Governors may add nominees if any members thereof see fit to do so. Upon acceptance by the Board of Governors, the Chair of the Nominating Committee shall forward the approved slate of nominees to IEEE Headquarters by July 1, for submission to the full membership of the Society in accordance with IEEE balloting procedures. The results of the election shall be reported by the Chair of the Nominating Committee to the Board of Governors at the Annual Meeting. A plurality of votes shall elect. Ties shall be broken by the Board of Governors. The Board of Governors may make contingent elections to be effective in case an elected member fails to accept the office. The President and Secretary of the Society shall report the names of such elected members to the Chairman of the Technical Activities Board. Unless disapproval of such elected members is received within 60 days of such transmittal, the election shall become final.

Section 3.5. In order to ensure a continuously active Board of Governors, elected Board of Governors members who miss three consecutive meetings will be dropped from membership in the absence of extenuating circumstances. Vacancies thus or otherwise created shall be filled by the appointments for the unexpired terms by the President with the consent of the Board of Governors.

Section 3.6 Vote to Remove an Appointed Member of the Society Board of Governors or Committee. A member of the Society Board of Governors or a Society committee may be removed as a member of that Board or Committee, with or without cause, by affirmative vote of two-thirds of the votes of the members of the appointing body present at the time of the vote, provided a quorum is present, to remove such Board or Committee member.

Section 3.7 Vote to Remove an Elected Member of the Society Board of Governors. An Officer/Elected Member elected by the voting members of the Board of Governors may be removed from office, with or without cause, by a vote of the voting members of the Board of Governors, within thirty days following either:

• (a) the affirmative vote of two-thirds of the votes of the members of the Board of Governors present at the time of the vote, provided a quorum is present, on a motion to remove such individual, or

• (b) the receipt by IEEE of a petition signed by at least 10% of the total number of voting members in the Society moving for the removal of such individual, a ballot on such motion shall be submitted to the voting members of the Society. If a majority of the ballots cast by the voting members for or against such motion are to remove such individual, the individual shall be removed from such positions.

Section 4. Officers: In each election year, the Nominating Committee shall submit nominations for President- Elect, Vice Presidents, Secretary, and Treasurer to all members of the Board of Governors. Ballots shall be completed prior to December 1st and a majority of ballots shall determine election. Officers must be of higher membership grade than student member to be eligible.

Section 4.1. The term of elected officers shall be two years, commencing on January 1st of the year following the election year. The President-Elect shall assume the Presidency for a two-year term at the conclusion of his/her term as President-Elect. The Vice Presidents, Secretary, and Treasurer may hold office for not more than three consecutive terms. Eligibility is restored after a lapse of one year.

Section 4.2. All officers shall continue to serve until their successors take office.

Section 4.3. The President shall supervise the affairs of the Society and shall speak for the Society on all matters not specifically delegated to others.

Section 4.4. The President-Elect shall fulfill the duties of the President in his/her absence or incapacity. He/she shall fulfill such other functions as the President of the Society from time to time directs. In lieu of a history committee, the President-Elect shall serve as liaison to the IEEE Center for the History of Electrical Engineering.

Section 4.5. The Vice Presidents of the Society shall be the Vice President for Conferences and Workshops, Vice President for Publications, Vice President for Member and Geographic Activities, Vice President for Educational Activities and Awards, and Vice President for Outreach Activities.

Section 4.5.1. The Vice President for Conferences and Workshops shall chair, and direct the activities of the Conferences and Workshops Committee, as specified in Bylaw 11.6.

Section 4.5.2. The Vice President for Publications shall chair, and direct the activities of the Publications Committee, as specified in Bylaw 11.5.

Section 4.5.3. The Vice President for Member and Geographic Activities shall be responsible for the activities of the Chapter Committee, as specified in Bylaw 11.3, the Membership Committee, as specified in Bylaw 11.7, and the Fellows Committee, as specified in Bylaw 11.10. In addition, this officer shall direct activities related to membership professional development, women in engineering, and students.

Section 4.5.4. The Vice President for Educational Activities and Awards shall be responsible for the activities of the Awards Committee, as specified in Bylaw 11.2, as well as educational activities, distinguished lecturer programs, and ethics in engineering. Educational activities shall be those that are not considered products and services that are clearly the responsibilities of the other vice presidents.

Section 4.5.5. The Vice President for Outreach Activities shall be responsible for the activities of the Outreach Activities Committee, as specified in Bylaw 11.13, as well as work with all Society Officers to increase the global impact of their area through strategic outreach activities and/or publicity efforts.

Section 4.6. The Secretary shall be responsible for keeping the records of the Board of Governors in the areas commonly ascribable to this function. He/she shall prepare and distribute reports, notices, or such documents as may be required by the President and the Board of Governors.

Section 4.7. The Treasurer shall be responsible for keeping the records of the Board of Governors in the areas commonly ascribable to this function. Any nominee for Treasurer must have served the Society as Finance Chair for at least two years, or served in a similar capacity within the IEEE organization for the same time, in order to be able to understand the complexities of IEEE finances.

Section 5. Nominating Committee: The Nominating Committee shall be reconstituted by the Society President on or before March 15th of each election year. The Nominating Committee shall consist of a chair and four or more members of the Society, not more than half of whom may be members of the Board of Governors. At least two thirds of the voting members of the Nominating Committee shall be elected or appointed by the Board of Governors. The Junior Past President shall serve as the committee chair, and one of the other committee members shall be designated as the committee secretary. In the event of the incapacity or conflict of interest of the Chair, the most recent Past Chair of the Nominating Committee available shall be the Chair of the Nominating Committee. With extenuating circumstances, a different individual may be appointed to this position.

Section 5.1. The Society President shall issue instructions to the Chair of the Nominating Committee prior to March 15th of each election year to ensure an orderly progression and completion of the election procedures.

Section 5.2. Chairs of the Nominating Committee shall not be eligible to be elected to the Board of Governors during their term of service. A member of the Nominating Committee may be nominated and run for a position for which such member’s respective Nominating Committee is responsible for making nominations only on the following conditions: (i) the nomination is not made by a member of the same Nominating Committee and (ii) the member resigns from the Nominating Committee prior to its first meeting of the year in which the nomination shall be made.

Section 5.3. In each election year, slates of nominees for officers and members-at-large vacancies of the Board of Governors shall be prepared by the Nominating Committee. Recommendations for such nominees shall be solicited by a letter and/or e-mail sent to the chairs of all subgroups and standing committees by April 1st of the election year. In addition, the Chair of the Nominating Committee shall publish a call for nominations and distribute it to the entire Society membership by April 1st of each election year; such distribution shall be done electronically (e-mail distribution list and Society web site) and/or in print (Society newsletter). Recommendations and petitions are to be submitted to the Nominating Committee at least 28 days before the date of the election.

Section 5.4. For positions elected by the Board of Governors, a nominating petition carrying a minimum of 25 names of Society members, excluding students, shall automatically place a nominee on the slate to be presented to the Board of Governors.

Section 5.5. For positions elected by the Society membership, the number of signatures required on a petition shall be determined in accordance with IEEE Bylaws as follows. For all positions where the electorate is less than 30,000 voting members, signatures shall be required from 2% of the eligible voters. For all positions where the electorate is more than 30,000 voting members, 600 signatures of eligible voters plus 1% of the difference between the number of eligible voters and 30,000 shall be required. Members shall be notified of all duly made nominations prior to the election. Prior to submission of a nomination petition, the petitioner shall have determined that the nominee named in the petition is willing to serve, if elected; evidence of such willingness to serve shall be submitted with the petition. Signatures can be submitted electronically through the official IEEE society annual election website, or by signing and mailing a paper petition. The name of each member signing the paper petition shall be clearly printed or typed. For identification purposes of signatures on paper petitions, membership numbers or addresses as listed in the official IEEE membership records shall be included. Only signatures submitted electronically through the IEEE society annual elections website or original signatures on paper petitions shall be accepted. Facsimiles, or other copies of the original signature, shall not be accepted. The number of signatures required on a petition shall depend on the number of eligible society voters, as listed in the official IEEE membership records at the end of the year preceding the election.

Section 5.6. In the preparation of the slate of nominees and in the election, proper consideration shall be given to both geographical representation and technical interests. In particular, the Nominating Committee shall make strong efforts to make nominations reflecting the technical, geographical, and other characteristics of the Society and the IEEE.

Section 6. Subgroups: Subgroups are voluntary associations of a significant portion of the total Society membership and, hence are not equivalent to the standing committees, which are appointive.

Section 6.1. Chapters: Chapters are Subgroups organized on a geographical basis. This subject is fully treated in the IEEE Bylaws, in the IEEE Societies Section of the Technical Activities Manual, and in the Section Manual.

Section 6.2. Technical Subgroups: A technical subgroup may be organized to cover a specified portion of the field of interest of the Society. Each technical subgroup shall be governed by a Technical Committee. Subgroups may organize sessions at a Society symposium or technical conference and may also organize separate, specialized symposia. Subgroups may organize special issues of the Society publications or special section in an issue. Any service for subgroup members, beyond those provided all Society members, must be paid for by the subgroup members. If this takes form of a special subgroup assessment, its form and amount must be approved by the Board of Governors.

Section 7. Publications: The Society shall sponsor such publications as are recommended by the Publications Committee and approved by the Board of Governors. The President, with the advice and consent of the Board of Governors, shall appoint the editor for each publication.

Section 7.1. Term of Office: An editor shall serve for a three-year term and may be re-appointed for a second three- year term.

Section 7.2. The compensation for an editor may be set by the President, with the advice and consent of the Board of Governors.

Section 7.3. The editors shall be responsible for implementing the publication program defined by the Publications Committee. In accordance with the guidance of this Committee and general IEEE rules and regulations, the editors shall designate associate editors, special guest editors, and manuscript reviewers.

Section 7.4. Editorial expenses shall be subject to review and approval of the Society Treasurer. Each editor shall be responsible for adherence to the annual budget for his/her publication.

Section 7.5. The Society shall maintain a presence on the World Wide Web (a web site). The webmaster responsible for this web site shall be appointed by the President of the Society, with the advice and consent of the Board of Governors. The webmaster may serve indefinitely subject to mutual agreement with the President. The Society’s web site should include a listing of the Society officers, members of the Board of Governors, committee chairs and members, and the Society Constitution and Bylaws, as well as meeting agendas and minutes, materials for Society events, Society reports and newsletters, and other materials as requested by the President of the Society.

Section 7.6. The Society shall maintain several electronic e-mail lists. One list shall be used for rapid dissemination of information of interest to the membership, such as conference announcements, calls for papers, regional events, and submission deadlines; all members should be automatically added to this list, with a simple provision for unsubscribing. Another list shall be used for discussion by the membership of topics within the field of interest of the Society; subscription to this list shall be voluntary. Other lists shall be created as necessary, as recommended by the Society President with the consent of the Board of Governors.

Section 8. Society Funds: The Society may raise funds as specified in Article IV of the Constitution and in the IEEE Bylaws and rules and regulations.

Section 8.1. The annual Society dues shall be reviewed and established by the Board of Governors as part of the annual budget cycle.

Section 8.2. IEEE Headquarters shall act as bursar for all Society funds except as specified hereunder. Billings and receipt of the annual dues shall be via the IEEE Membership and Fiscal Departments. All other fiscal affairs shall be handled through the office of the Technical Activities Secretary.

Section 8.3. The general committee for a symposium or technical conference may, with the advice and consent of the Board of Governors, authorize the symposium treasurer or fiscal officer to open an account to be used for the deposit and disbursement of funds related to the symposium. In each case, the Board of Governors shall be advised of the name of the bank, the anticipated size of the account, the names of the account signatories, and of arrangements of insurance and for bonding. Symposia jointly sponsored with other technical societies are excluded where a charter of operations with those societies is approved by the Board of Governors and the IEEE.

Section 8.4. For other special circumstances, such as co-sponsorship of a symposium, the Board of Governors shall make prudent arrangements to safeguard the Society funds that may be involved.

Section 9. Group Business: The President and officers shall conduct the Society affairs subject to the advice and consent of the Board of Governors, except where authorization is specified.

Section 9.1. No Board of Governors meetings shall be held for the purpose of transacting business unless each member shall have been sent notice of the time and place of such meeting 20 days prior to the scheduled date of the meeting. Provided, however, that if less than a quorum attend a duly called meeting, tentative actions may be taken which will become effective upon subsequent ratification, either at a meeting or by mail and/or e-mail, in accordance with the procedures described in Article VII, Sections 6 and 7, of the Constitution. Minutes of such meetings shall be mailed or sent by appropriate electronic means by the Secretary to each Board of Governors member, who shall register his/her disapproval of any actions taken at such meetings within 10 days after receiving said minutes or he/she shall be deemed to have ratified.

Section 9.2. An appropriate order of business at the annual meeting of the Board of Governors shall be:

1. Roll call

2. Reading of minutes of previous meeting

3. Reading of report on business transacted other than at meeting

4. Reports of communications

5. Reports of officers

6. Reports of committees

7. Unfinished business

8. New business

9. Elections, if not otherwise provided for

10. Adjournment

Section 10. Technical Committees: A technical committee, which may organize a subgroup if desired, functions in a specific technical area with a scope to be approved by the Board of Governors.

Section 10.1. Appointment: Members and officers shall be appointed by the President of the Society.

Section 10.2. Functions: Each technical committee shall promote activities in its field and shall provide the expert knowledge and assistance to:

1. Receive, generate, and review papers within its scope in cooperation with the editors of the publications of the Society.

2. Organize and operate sessions at the meeting of IEEE at all levels and at meetings of other organizations with which the Education Society is desirous of cooperating, in accordance with the rules in effect at such committee.

3. Arrange through appropriate editors for publishing pertinent papers in IEEE publications in cooperation with the cognizant technical program committee.

4. Generate and develop appropriate standards in its field for processing by the IEEE Standards Committee, through the Society Standards Committee and otherwise in accordance with Institute policies.

Section 10.3. Operations: The operations of each technical committee shall be in accordance with the Board of Governors rules.

Section 10.4. Council: The chairs of all the technical committees shall constitute a Council to coordinate their activities. The Council shall organize itself. Members of the Council shall be members ex-officio without vote of the Board of Governors.

Section 11. Standing Committees: Standing committees shall be appointed by the Society President, with the advice and consent of the Board of Governors. It will be discretionary with the Society President to appoint any part or all of any standing committees, or to appoint the chair only of a committee and request the latter to appoint additional committee members.

Section 11.a. The terms of office of the Chair and members shall be for one year or until a successor is appointed, unless a different term of office is designated by the Board of Governors.

Section 11.b. Special or ad hoc committees may be created by the Board of Governors. For each such case, the Board of Governors shall specify the number of members the committee shall have and how the members are to be selected, and the terms of the members if other than for the life of the committee. Special or ad hoc committees shall be automatically dissolved after two years unless the Board of Governors sets an expiration date.

Section 11.c. Rosters of these committees shall be prepared by the respective chair and forwarded to the Board of Governors.

Section 11.1. Executive Committee. The Executive Committee shall consist of the President, the President-Elect, the Vice Presidents, the Secretary, the Treasurer, and the Junior Past President. Between meetings of the Board of Governors, the Executive Committee shall be empowered to act for the Society except on matters which the Board of Governors has by resolution expressly reserved to itself. The Board of Governors may, by majority vote at any meeting, override any act or decision of the Executive Committee.

Section 11.2. Awards Committee: The Awards Committee shall be responsible for recommending various forms of recognition for noteworthy contributions to the fields of interest to the Society. This committee shall be responsible for administering the Society’s awards programs, and shall also see that deserving members are nominated for awards and prizes administered by the IEEE and other relevant organizations. At least one-half of the members of the Awards Committee shall hold Fellow or Senior Member grade. The committee chair may appoint sub-committees for individual Society awards, as well as representatives to committees involved in the selection of other awards in which the Society participates. Nominations for society awards shall be considered annually, although awards need not be made annually. The Awards Committee’s decisions are final and need not be ratified by the Board of Governors. The committee shall review the Society’s awards from time-to-time, and may propose modifications to existing society awards, as well as additional society awards, subject to approval by the Board of Governors and the IEEE TAB. The Awards Committee Chair shall prepare an annual report covering all of the awards activities. The chair of this committee shall report to the Vice President for Educational Activities and Awards.

Section 11.3. Chapter Committee: This committee shall assist in the formation of new society chapters and maintain liaison between chapters and the Board of Governors. This committee shall be responsible for the promotion of the Society’s area of interest within the regional and sectional organizations of the IEEE. The chair of this committee shall report to the Vice President for Member and Geographic Activities.

Section 11.4. Constitution and Bylaws: The Constitution and Bylaws Committee shall be responsible for the preparation of constitutional amendments and changes to the Bylaws for Board of Governors action, when such amendments or changes either appear necessary or are so directed by the Board of Governors. This committee is also responsible for examining society actions to determine whether these are in accordance with the Constitution and Bylaws of the Society and with the Constitution and Bylaws of IEEE.

Section 11.5. Publications: The Vice President for Publications shall serve as the Chair of the Publications Committee. The function of the Publications Committee will be to:

1. Solicit or otherwise obtain sufficient quantity of suitable material and technical articles for publication of all publications of the Society on a regular schedule.

2. Supervise and otherwise arrange for the publication of all publications of the Society on this basis.

Section 11.6. Conferences and Workshops: The Vice President for Conferences and Workshops shall serve as the Chair of the Conferences and Workshops Committee. This committee shall, as required, assist the respective program committees in planning and selecting programs for meetings, including conferences, conventions, symposia and workshops, within the field of interest of the Society. In addition, this committee shall investigate and propose new meetings, and shall evaluate proposals for new meetings.

Section 11.7. Membership: The Membership Committee shall encourage membership in the Society and shall maintain records of Society membership. The chair of this committee shall report to the Vice President for Member and Geographic Activities.

Section 11.8. Nominating: The Junior Past President, or alternative as specified in Bylaw 5, shall serve as the chair of the Nominating Committee. This committee shall nominate candidates for elected membership-at-large of the Board of Governors and for President-Elect, Vice Presidents, Secretary, and Treasurer of the Society in accordance with the Bylaws. The Nominating Committee shall consist of a chair and four members of the Society, not more than two of which shall be members-at-large of the Board of Governors.

Section 11.9. Finance: The Finance Committee shall be responsible for all financial activities of the Education Society. This committee shall consist of a chair and four members of the Society, not more than two of which shall be members-at-large of the Board of Governors. The Treasurer shall serve as an ex-officio member with vote of the Finance Committee.

Section 11.10. Fellow: Each year, the Fellow Committee shall evaluate the nominations to IEEE Fellow grade of candidates whose accomplishments are in the fields of interest of the Education Society, and shall report its findings in a timely manner to the IEEE Fellow Committee. This committee shall consist of a chair and at least four other members, all of whom must be Fellows of the IEEE. The chair of this committee shall report to the Vice President for Member and Geographic Activities.

Section 11.11. Standards: The Standards Committee shall be responsible for studying the needs for new or revised standards, pertinent to the Field of Interest of the Society, and for the creation of new committees or the activation of existing committees to consider these needs. Its program shall be coordinated with the IEEE Standards Board, and it shall represent the Society in cooperating with standardizing bodies outside the IEEE.

Section 11.12. Strategic Planning: The Strategic Planning Committee shall be responsible for the strategic planning of the Education Society, in the short and long term. This committee shall consist of all current officers (President, President-elect, Past-Presidents (Junior and Senior), all VPs, secretary and Treasurer) and a representative (preferably the Chair) from the Finance Committee, the Standards Committee, the Constitution and Bylaws Committee, the Young Professionals Committee and the Women in Engineering Committee. The President-elect shall serve as the Chair of this committee.

Section 11.13. Outreach Activities: The Outreach Activities Committee shall be responsible for using outreach and publicity efforts to increase the global impact of and promote the vision of the Society to be a global leader in Engineering Education. The Committee will be composed of all Society Officers to increase the global impact of their area by planning strategic outreach activities and publicity efforts. Other members of the Society may be appointed to the Committee by the President. The Chair of the Outreach Activities Committee shall be the Vice President for Outreach Activities. The Committee shall:

1. Develop an annual plan that recommends outreach activities and publicity efforts aimed at increasing the global visibility and impact of the Society.

2. Oversee the Society marketing and publicity efforts, including the governance of the website, social media accounts, newsletter and email and print marketing campaigns.

Section 11.14. Diversity, Equity, and Inclusion (DEI) Committee: The Committee shall be responsible for collecting Society diversity, equity, and inclusion data and based on analysis of this data, providing advice for improvement and promoting best practices of diversity, equity, and inclusion in the Society. It will also be responsible for ensuring the proper consideration of these practices in the Society’s activities including conferences and journals.

Section 11.15. Young Professionals (YP) Committee: The committee was formed with the goal of engaging Young Professionals within the IEEE Education Society to foster networking, professional development, and community involvement. This could include cultivating future leaders, infusing new perspectives and ideas, or ensuring diversity and inclusion. Opportunities that the committee is addressing, such as the need to retain young talent, promote career advancement, or bridge generational divides. The chair of this committee shall report to the Vice President for Member and Geographic Activities