Bylaws
BYLAWS FOR THE IEEE TECHNOLOGY MANAGEMENT COUNCIL
201. INTRODUCTION
202. MEMBERSHIP
203. BOARD of GOVERNORS
204. NOMINATIONS and ELECTIONS
205. ELECTION and DUTIES of OFFICERS
206. CHAPTERS
207. PUBLICATIONS
208. COUNCIL FUNDS
209. COUNCIL BUSINESS
210. TECHNICAL COMMITTEES
211. STANDING COMMITTEES
201.1 Bylaws
These Bylaws provide for the supervision and management of the IEEE Technology Management Council (hereinafter referred to as the Council) in accordance with the Council’s Constitution. Amendments to these Bylaws may be made as specified in (110.2) Article X Section 2, of the Council’s Constitution.
202.1 Types of Council Member Societies
There shall be voting and non-voting member Society representatives on the Board of Governors. Each Sustaining Member Society appoints a voting Governor to the Board of Governors. Each Supporting Member Society appoints a non-voting corresponding member to the Board of Governors. All such appointees must be IEEE voting members in good standing.
202.2 Obligations and Benefits of Member Societies
Each Sustaining Member Society is responsible for naming a voting Member of the Board of Governors. This representative should be interested in and committed to the dissemination of management related information to his or her Society, and should keep the Society Administrative Committee informed about Council activities.
Sustaining Member Societies are collectively and equally responsible for the fiscal viability of the Council. The Board of Governors will approve the annual budget and operate within the budget. Further, if the Board of Governors should find it necessary to support projects ex-budget, such projects will require approval by the Board of Governors. Therefore, to assure Council fiscal responsibility and viability, Society designated representatives should be engaged in managing the Council affairs. In turn, Sustaining Societies will equally share in any excess Council reserve distribution back to the Sustaining Societies, as the Board of Governors may declare from time to time.
Supporting Member Societies are responsible for naming a non-voting Corresponding Member of the Board of Governors. This representative should be interested in and committed to the dissemination of management related information to his or her Society, and should keep the Society Administrative Committee informed about Council activities. This representative will receive Board of Governors Agendas and Minutes. Supporting Member Societies should assist the Council in promoting the Council’s journals and conferences to its members. Upon payment of the additional incremental entrance fee, and by majority vote of the Council Board of Governors, a Supporting Society may change to Sustaining Society status. The Corresponding Member of Supporting Societies may attend Board of Governors meetings as non-voting Members, and may participate in council activities such as committee membership.
Sustaining and Supporting Member Societies should assist the Council in promoting the Council’s journals, conferences, and other activities to its members.
All Council Member Societies will receive preferred treatment for the establishment of Management Tracks as part of their conferences.
202.3 Individual Council Board of Governors Members
Council Officers serve as voting members on the Board of Governors, but cannot be a Society representative.
202.4 Former EMS Honorary Members
IEEE members in good standing who were named Honorary Members of the Council’s predecessor, the IEEE Engineering Management Society, will serve as non-voting Corresponding Members of the Board of Governors, and will continue to be exempt of the payment of Council periodical subscription fees.
202.5 Life Members
Council periodical subscription fees shall continue to be waived for those IEEE members who were Life Members of the Council’s predecessor, the IEEE Engineering Management Society.
203.1 Composition of the Board of Governors
The Council’s Administrative Committee, known as the Board of Governors (BoG), shall consist of voting and non-voting members. The voting members are: Representatives of Council Sustaining Member Societies, the Council Officers, and ex- officio voting members as specified in these Bylaws.
The non-voting members are: the Representatives of Supporting Member Societies, and ex-officio non-voting members as specified in these bylaws, including the Secretary and Treasurer or Secretary -Treasurer.
203.2 Officers of the Council
The officers of the Council shall be the President, immediate Past-President, President-Elect, the Vice President Conferences, the Vice President Operations, and the Vice President Publications.
203.3 Council Executive Committee
The Council Executive Committee (ExCom) will manage the activities of the Council between Board of Governors meetings. The ExCom is chaired by the Council President and all Council officers are ExCom voting members. The Secretary and Treasurer or Secretary –Treasure serve on the ExCom as ex-officio non-voting members.
203.4 Past Presidents as Members of the Board of Governors
Each retiring Council President shall, for a period of two years following completion of their term of office, serve as a Past-President ex-officio member of the Board of Governors with vote.
203.5 Editors as Members on Board of Governors
The editors of the TRANSACTIONS and the REVIEW shall be ex-officio members without vote on the Board of Governors, but not Sustaining Society representatives.
203.6 Secretary and Treasurer as Members on Board of Governors and Executive Committee
The Secretary and Treasurer or Secretary-Treasurer, appointed by the President with the advice and consent of the Board of Governors, shall serve as ex-officio member(s) without vote on the Board of Governors and Executive Committee, for a term coinciding with that of the President.
203.7 Presidential Appointees to the Board of Governors
The President, with approval by the Board of Governors, may appoint up to three members without vote to the Board. Their appointments shall expire when the purpose for which they were appointed ceases to exist or upon expiration of the term of office of the President who appointed them, whichever occurs first.
203.8 Quorum at Meetings
A quorum shall be the majority of voting members, with all voting members having an equal vote. (Constitution: 107.4: Article VII, Section 4.)
203.9 Approval of Actions at Board of Governors Meetings
Unless otherwise provided, a majority vote of the voting members attending a Board of Governors meeting shall be sufficient for the approval of actions.
203.10 Conduct at Board of Governors Meetings
Robert’s Rules of Order (Latest Revision) shall govern the conduct of Board of Governors meetings on all matters not otherwise specified in these Bylaws or the Constitution.
203.11 Attendance Requirement for Board Members
In the absence of extenuating circumstances, members of the Board of Governors who miss two consecutive meetings of the Board may be removed from Board membership. Notwithstanding anything in these Bylaws to the contrary, an 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, shall be required for removal.
A vacancy thus or otherwise created, for a representative of a Sustaining Member Society, shall be filled by appointment by that Society. Vacancies of officer positions for unexpired terms may be made by the President and confirmed by majority vote of the Board of Governors.
203.12 Removal of a Board Member-at-Large, Officer, Committee Member, or Representative
A Member-at-Large of the Board of Governors, an Officer, a Committee Member, or Representative to another IEEE organization or to an organization outside IEEE, as defined in these Bylaws, may be removed from office with or without cause in accordance with the IEEE Bylaws.
203.13 Suspension from Office
An officer elected by the Council’s Board of Governors may be suspended from his/her authority to act for cause according to the IEEE Bylaws.
204. NOMINATIONS and ELECTIONS
204.1 Formation of Nominating Committee
The Nominating Committee shall be reconstituted by the Council President each year, and shall consist of a Chair and four or more members of the Council. At least two-thirds of the voting members of the Committee shall be members of the Council Board of Governors
204.2 Chair of the Nominating Committee
The Chair of the Nominating Committee shall be either the immediate Past-President or a Past-President of the Council. Chairs shall not be eligible to be elected to Officer Positions during their term of service.
204.3 Nominating of Committee Members
A member of the Nominating Committee may be nominated and run for a Council position only on the following conditions:
(i) The nomination is not made by a member of the Nominating Committee and
(ii) The member resigns from the Committee prior to its first meeting of the year in which the nomination shall be made.
205. ELECTION and DUTIES of OFFICERS
205.1 Slate of Officer Candidates
The Chair of the Nominating Committee shall, not later than September 1, or three weeks prior to the election date, submit to the voting members of the Board of Governors the proposed slate of candidates for President-Elect, Vice President Conferences, Vice President Operations, and Vice President Publications. The Board of Governors shall elect these officers in a meeting of the current Board assembled, or by mail ballot, starting 1 January of the following year.
205.2 Officer Terms of Office
The term of elected officers shall be for a two-year period commencing at the start of the calendar year following their election. Vice Presidents may be reelected. Past-Presidents may be elected to any Office including President-elect.
205.3 Successors
All officers shall continue to serve until their successors take office.
205.4 Duties and Composition of the Executive Committee
An Executive Committee, chaired by the President, is concerned with the day-to-day affairs of the Council between Board of Governors meetings. Particular duties are tracking of finances, development of the agenda for the Board of Governors meetings, review of the operations of the Committees, and strategic planning. In addition to the President, the Executive Committee voting members shall be the immediate Past-President, the President-Elect, the Vice President Conferences, the Vice President Operations, and the Vice President Publications. The Treasurer and the Secretary serve as non-voting members.
205.5 Duties of the President
The President shall supervise the affairs of the Council and shall speak for the Council on all matters not specifically delegated to others.
205.6 Duties of the President-elect
If the President is absent or incapacitated, the President-Elect shall fulfill the duties of the President. The President-Elect has the dual function of Executive Vice President and shall be responsible for the activities of the standing committee on Finance and the Strategic Planning Committee, and also the Secretary and Treasurer, and shall fulfill such other functions as the Council President shall from time to time request.
205.7 Duties of the Vice President Conferences
The Vice President Conferences shall be responsible for the development, coordination and oversight of all Council conference activities including the supervision of the conference committees of conferences sponsored by the Council, oversight of policy relations with conferences in which the Council has an interest, shall obtain suitable sites for future annual conferences, shall chair the Conferences Committee, and shall represent the Council to the IEEE on conference matters.
205.8 Duties of the Vice President Operations
The Vice President Operations shall serve as Council Parliamentarian, and shall be responsible for the Council Constitution and Bylaws, and for the development, coordination, and supervision of Council activities related to Council Chapters, fellows and awards. The Vice President Operations shall maintain Council relations with the IEEE societies, the IEEE Regions, and outside organizations.
205.9 Duties of the Vice President Publications
The Vice President Publications shall be responsible for the development, coordination and supervision of Council affairs related to periodical publications, shall chair the Publications Committee, and shall represent the Council to the IEEE on publication matters.
205.10 Duties of the Secretary
The Secretary shall be responsible for keeping the records of the Board of Governors in the areas commonly ascribable to people holding this position. The Secretary shall also prepare and distribute reports, notices, or such documents as may be required by the Council President and the Board of Governors, and coordinate the activities relating to the Council history.
205.11 Duties of the Treasurer
The Treasurer shall be responsible for keeping the financial records of the Board of Governors in the areas commonly ascribable to people holding this position. The Treasurer shall be a voting member of the Finance Committee.
206.1 Chapters
Technology Management Council Chapters are composed of IEEE members who are interested is issues related to aspects on management and are organized within Sections or Councils on a geographical basis. The chair of the Chapters Committee reports to the Board of Governors through the Vice President Operations, or the designated Council committee. (The subject of chapters is fully treated in the IEEE Bylaws and in the Sections Manual)
207.1 Editors of the Council Publications
The Council shall sponsor such publications as recommended by the Council’s Publications Committee and approved by the Board of Governors. The President, in consultation with the Vice President Publications, with the advice and consent of the Board of Governors, shall appoint the editor for each publication. The duties and responsibilities of the Editors shall be as described in the IEEE editorial documentation, which includes arranging for the peer review of journal papers, interfaces with the IEEE publications offices, and the assurance of delivering the Council’s journals on a timely schedule. The Council’s editors report to the Vice President Publications.
207.2 Editor’s Term of Office
The Vice President Publications may appoint editors for a three-year term with the advice and consent of the Board of Governors.
The Vice President Publications will recommend to the Board of Governors, for its approval, reimbursement of expenses associated with preparing the publication.
207.3 Editors as Members of Publications Committee
The editors of the TRANSACTIONS, REVIEW, and NEWSLETTER shall be ex-officio members of the Council Publications Committee and may be members of any related committee.
207.4 Duties of Editors
The editors shall be responsible for implementing the publication program defined by the Council Publications Committee. In accordance with the guidance of this Committee and general IEEE policies and procedures, the editors may designate associate editors, special guest editors, and manuscript reviewers.
207.5 Editorial Expenses
Editorial expenses shall be subject to review and approval of the Vice President Publications. The Council Treasurer is responsible for monitoring adherence to the allocated annual publication budgets by the respective editors.
208. COUNCIL FUNDS
208.1 Authority
The Council may raise funds as specified in (104) Article IV of the Constitution, the IEEE Bylaws, and other IEEE policies and procedures.
208.2 Society Membership Fees
Any IEEE Society with members who are interested in aspects of management may join the Council as a member society. Sustaining Member Societies pay a one-time admission fee, currently of $5,000.00, and Supporting Member Societies pay a one-time admission fee $2,500.00. There is no annual member society’s Council fee.
208.3 Bursar for Council Funds
IEEE Headquarters shall act as Bursar for all Council funds except as specified hereunder. Billing and receipt of any fees shall be via the IEEE. All other fiscal affairs shall be handled through the Office of the Secretary of the Technical Activities Board.
208.4 Conference and Symposia Bank Accounts
The Vice President Conferences may, at the request of the general committee for a symposium or technical conference sponsored by the Council, and with the advice and consent of the Board of Governors, authorize the conference or symposia treasurer or fiscal officer to open an account to be used for the deposit and disbursement of funds related to the conference or 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 for insurance and bonding.
Conferences or symposia jointly sponsored with technical societies are exempt from the provisions of this paragraph provided a charter of operations with these societies is approved by the Board of Governors and the IEEE.
208.5 Co-sponsorship Funds
For other special cases, such as co-sponsorship of a conference or symposium, the Board of Governors shall assure prudent arrangements are provided to safeguard Council funds that may be involved.
208.6 Council Budget
Council funds shall be raised and expended in accordance with a Budget which is to be prepared annually by the Finance Committee in accordance with TAB Finance Committee guidelines. General policy guidance for the Finance Committee relative to fees, specific activity funding, and balance will be provided in the Council Policies.
209. COUNCIL BUSINESS
209.1 Authority of the President and Officers
The President and Officers shall conduct the Council affairs subject to the advice and consent of the Board of Governors, except where other authorization is specified.
209.2 Board of Governors Meetings
No Board of Governors meetings shall be held for the purpose of transacting business unless each member of the Board of Governors shall have been sent notice of the time and place of such meeting twenty days prior to the scheduled date of the meeting. If less than a quorum attends a duly called meeting, tentative actions may be taken which will become effective upon subsequent ratification, either at a meeting or by mail by a sufficient number of members as to constitute a majority. Minutes of such meetings shall be mailed by the Secretary to each Board of Governors member who may then register disapproval of any actions taken at such meetings within fifteen days after receiving said minutes. If no statement of disapproval is received within fifteen days, all Governors shall be deemed to have ratified such actions.
209.3 First Board of Governors Meeting of the Year
A meeting of the Board of Governors shall be held as early as possible each calendar year, but in no case later than April 1. Every effort shall be made to hold the first meeting at a sufficiently early date to prepare and approve a budget for the following year and to ensure a smooth and early transition for new Governors, Officers, and committee chairs.
210.1 Definition of a Technical Committee
A technical committee, which may organize a sub-group if desired, functions in a specific technical area with a scope approved by the Board of Governors. Committees shall be assigned to an appropriate Council officer who shall appoint a committee chair.
210.2 Appointment to Technical Committees
Upon the recommendation of the Committee Chair, the cognizant officer will make committee appointments.
210.3 Operation of Technical Committees
The operation of each technical committee shall be in accordance with its charter as stated in the policies and procedures sections of the Operations Manual or other Board of Governors rules.
211.1 Appointment of Chairs
Standing committee chairs shall be appointed by the Council President, with the advice and consent of the Board of Governors. It will be discretionary with the Council President to appoint any part or all of any standing committee, or to request the Vice President or Chair responsible for the committee to appoint additional committee members.
211.2 Terms of Office
The terms of office of each committee chair and members shall be for two years, or until a successor is appointed; unless a different term of office is designated by the Board of Governors.
211.3 Awards Committee
The Chair of the Awards Committee shall report to the Vice President Operations. This committee develops and implements the Council's recognition programs. The functions of this committee are delineated in the policies section of the Operations Manual.
211.4 Chapters Committee
The Chair of the Chapters Committee shall report to the Vice President Operations. This committee maintains contact with and develops Chapters of the Council.
211.5 Education Committee
The Chair of the Education Committee shall report to an Officer of the Board of Governors as designated by the President. This committee develops and implements the Council's educational programs.
211.6 Fellows Committee
The Chair of the Fellows Committee shall report to the Vice President Operations. This committee develops and implements the Council's Fellows programs. The functions of this committee are delineated in the policies section of the Operations Manual.
211.7 Budget Committee
The President Elect shall be the Chair of the Budget Committee. This Committee develops the Council’s financial policy; prepares the annual budget in cooperation with the designated IEEE financial organization; presents the budget for approval by the Council’s Board of Governors: recommends new income-producing projects; provides fiscal guidance to the Council, and regularly apprises the Council regarding the financial status of projects. The Treasurer is an ex-officio voting member of the Budget Committee.
211.8 Conferences Committee
The Vice President Conferences shall chair the Conferences Committee. The Conferences Committee is responsible for all conference, symposia, and related activities. The functions of the Conferences Committee shall be specified in the Council Policies.
211.9 Nominating Committee
The Chair of the Nominating Committee shall report to the Council’s Executive Committee. This committee nominates candidates for Officers of the Council. The duties of the Nominating Committee as detailed in Section 204, Nomination and Election of the Board of Governors, of these Bylaws.
211.11 Public Relations Committee
The Chair of the Public Relations Committee shall report to the Vice President Operations. This committee develops and implements the Council’s public awareness program.
211.12 Publications Committee
The Vice President Publications shall chair the Publications Committee. The Publications Committee is responsible for periodical publications, and the Council’s web-based content. The functions of the Publications Committee shall be specified in the Council Policies.
Proposed by EMS Council Transition Committee: 12 September 2006
Approved by Technical Activities Board: 18 November 2006
Approved by IEEE Board of Directors: 14 February 2007
Editorial changes approved by TAB November 2007.
The following administrative change to the TMC Bylaws will be reported to the TAB through the TAB Secretary’s report at the June 2008 TAB meeting.
March 2008:
Changed Bylaw 211.7 “Budget Review Committee” to “Budget Committee.”
Changed Bylaw 211.7 “The Chair of the Budget Review Committee shall be the President Elect.” to “The President Elect shall be the Chair of the Budget Committee.”
