Constitution
CONSTITUTION OF THE IEEE TECHNOLOGY MANAGEMENT COUNCIL
101: Article I. NAME and OBJECT
102: Article II. FIELD of INTEREST
103: Article III. MEMBERSHIP
104: Article IV. FINANCIAL SUPPORT
105: Article V. ADMINISTRATION
106: Article VI. ELECTION and APPOINTMENT of OFFICERS
107: Article VII. MEETINGS
108: Article VIII. PUBLICATIONS
109: Article IX. BYLAWS
110: Article X. AMENDMENTS
101: ARTICLE I, NAME and OBJECT
101.1: Article I, Section 1
This organization shall be known as the IEEE Technology Management Council., hereinafter referred to as the Council. The Council shall be composed of IEEE Societies whose members have an interest in management. These Societies must agree to share the responsibility for all obligations of the Council, including financial obligations, in accordance with this Constitution and the Council Bylaws.
101.2: Article I, Section 2
The objectives shall be: scientific, literary, and educational, directed toward: (a) the advancement of the theory of management of organizations with a high electrical engineering or technical content, and of the allied arts and sciences; (b) the advancement of the practice of engineering and technology management as a professional discipline; and (c) the maintenance of a high professional standing in all its activities, all in consonance with the Constitution and Bylaws of the Institute of Electrical and Electronics Engineers, Inc., and with special attention to such aims within the field of interest of the Council as defined in this Constitution.
101.3: Article I, Section 3
The Council shall promote cooperation and exchange of information on the theory and practice of management among its member societies and among the members of its technical chapters. To these ends, the Council shall hold meetings for the presentation of papers and their discussion and publication, publish books and periodicals, and through its committees shall conduct studies and otherwise provide for and promote the interests of IEEE members in the training and practice of technology management, the advancement of technology management as a discipline, and assist members in the transition to management.
102: ARTICLE II, FIELD of INTEREST
102.1: Article II, Section 1
The field of interest of the Council encompasses the management sciences and practices applicable to individuals engaged in or overseeing the management of engineering, technology, innovation, and strategy in a global environment.
Topics of interest include, but are not limited to: technology management and organizational strategy; technology policy development, assessment, and transfer; program and project management; transitioning from technology practitioner to manager; management of research, development, and design of products, equipment, processes, and related activities; innovation and entrepreneurship; interaction and role of scientists, engineers, and managers in meeting organizational objectives; education of personnel engaged in managing, technology, and innovation; the economics of invention, innovation, and application of new technologies; and the impact of engineering, technology, and innovation management on society.
103.1: Article III, Section 1
IEEE societies, whose members are interested in aspects of management, may join the Council as Member Societies. There are two categories of Council Society Members:
i. Sustaining Members are societies that, upon payment of a one-time entrance fee, actively participate in the organizational governance of the Council by appointing a voting member to the Council Board of Governors (BoG), accept their proportional share of council financial obligations, and share equally in any council distribution of excess council reserves as the Board of Governors may declare from time to time. Specific obligations and benefits of these societies, and their appointed representatives, are defined in the Council bylaws.
ii. Supporting Members are societies that, upon payment of a one-time 50% reduced entrance fee, participate in the organizational governance of the Council by appointing a non-voting corresponding member to the Council Board of Governors (BoG). These societies have no other financial obligations to the Council and do not share in any Council financial distributions. A Supporting Society, after paying a specified additional fee, may become a Sustaining Society Member by vote of the Council BoG, and the corresponding Board of Governors member becomes a voting member of the Board of Governors at that time. The rights of the Society corresponding members and Supporting Member Society are defined in the Council Bylaws.
103.2: Article III, Section 2
IEEE individual members with an interest in the management arts as applied to electrical and electronics engineering, technology, and related arts and sciences may form local Council Chapters and receive support from the Council as defined in the Council bylaws.
104: ARTICLE IV, FINANCIAL SUPPORT
104.1: Article IV, Section 1
The financial support for the Council shall be derived from subscription sales of Council Publications, any surplus from the Conferences organized or sponsored by the Council, other programs and products sponsored by the Council, and allocations of funds by the Member Societies.
104.2: Article IV, Section 2
The Council may raise revenues by other means provided such means are consistent with applicable IEEE rules and regulations and are within the approved Council field of interest.
104.3: Article IV, Section 3
Monies held by or for the Council legally belong to the IEEE, and shall not be expended for activities prohibited by the Constitution, Bylaws, and Statements of Policy of the Institute, the Constitution and Bylaws of the Council, or any other purposes known to be inimical to the interests of the IEEE. Returns from investment of Council funds shall be credited to the Council.
105: ARTICLE V, ADMINISTRATION
105.1: Article V, Section 1
The Council shall be composed of IEEE societies whose members have an interest in technology management. These societies must agree to share the responsibility for Board-approved obligations of the Council, within the scope of its Field of Interest activities.
The Council shall be managed by an Administrative Committee known as the Board of Governors (BoG). It shall be the duty of each Representative of a Sustaining Member Society to participate in matters before the Council Board of Governors and to keep the Administrative Committee (AdCom) of the Society represented informed concerning Council business. Members of any Member Society AdCom may attend any open meeting of the Council as observers.
105.2: Article V, Section 2
The duties and responsibilities of the Officers and members of the Council’s Board of Governors shall be as defined hereunder and in the Bylaws, and as further delineated by the Council.
Each new Sustaining and Supporting Member Society must be approved by a two-thirds affirmative vote of the voting members of the Council Board of Governors, and by the IEEE Technical Activities Board, before it may join the Council.
105.3: Article V, Section 3
The President, under the direction of the Council, shall call all regular, annual, and special meetings of the Council and shall preside at all such meetings. The President shall coordinate and supervise all activities of the Council and have such other powers, and perform such other duties, as may be provided in the Council Constitution or Bylaws or as may be delegated to the President by vote of the Council. It shall be the President’s duty to maintain the Council’s operations in accordance with its Constitution and Bylaws, the resolutions and orders of the Council, and the rules of the IEEE Technical Activities Board, the IEEE Executive Committee, and the IEEE Board of Directors. The President shall be an ex-Officio member of all Standing and Special Committees of the Council.
105.4: Article V, Section 4
If a Sustaining Member Society does not have any representative present at any of the Council Board of Governors meetings held during a calendar year and is inactive in Council affairs, the Member Society may be dropped from Council Sustaining Membership down to Supporting Member status. Notice of such proposed action shall be given to the President of the delinquent Society at least twenty days before the Council Board of Governors meeting where such action will be considered. Such action must be approved by two-thirds of the Board of Governors members present and voting and by the IEEE Technical Activities Board before it becomes final.
105.5: Article V, Section 5
The President, President-elect, the Vice Presidents, and elected or appointed members of the Board of Governors shall assume office at the beginning of the calendar year and serve for two years. The election schedule for the Council’s officers and the succession process are specified in the Bylaws.
105.6: Article V, Section 6
The duties and responsibilities of the Council officers shall be as defined hereunder and in the applicable IEEE and Council Bylaws.
105.7: Article V, Section 7
The President shall have general supervision of the affairs of the Council. The President shall preside at meetings of the Board of Governors and at general meetings of the Council, and have such other powers and perform such other duties as may be provided in the Council Bylaws and Policies and Procedures, and as may be determined by vote of the Council's Board of Governors. If the President is absent or incapacitated, the President-elect who also serves as Executive Vice President, as specified in the Council Bylaws, shall perform the President's duties.
105.8: Article V, Section 8
The President with the advice and consent of the Council Board of Governors shall appoint the Secretary and Treasurer of the Council, the Editors-in-Chief of the Council’s periodical journals for terms as specified in the Bylaws. These appointments need not be made from Council member Societies.
105.9: Article V, Section 9
The Board of Governors may establish standing and ad hoc committees as prescribed in the Bylaws. All appointments to committees will be for a term of two-years or until successors are appointed or the committee is dissolved.
105.10: Article V, Section 10
The Board of Governors may use the services of Headquarters as Bursar, for all or part of the Council funds, as provided by the IEEE Bylaws and rules and regulations. If any part of the Council funds are received and deposited separately, the terms and conditions of such actions shall be in accordance with IEEE policies and subject to the provisions of the Council Bylaws and to any special limitations imposed by the Board of Governors.
105.11: Article V, Section 11
Neither the Council nor any officer, or representative thereof shall have any authority to contract debts for, pledge the credit of, or in any way bind the IEEE except within prior approved budgets. In the event of any extenuating circumstances, the Council’s funds will be expended before requesting support from the Member Societies. Further, the Treasurer will prepare a break-even budget for approval by the Board of Governors.
105.12: Article V, Section 12
An individual may not serve concurrently as both a Council officer and a Member Society representative. When a Member Society representative is elected to a Council office, the Council office shall take precedence over the Society appointment, and any resulting vacancy(s) shall be filled promptly by the appropriate Society.
105.13: Article V, Section 13
Each representative and officer on the Council must be an IEEE voting member.
105.14: Article V, Section 14
The term of office of a Member Society representative on the Council shall be two years. Societies assigned an even number for accounting purposes shall have their representative’s term begin in even years, and societies assigned an odd number shall have their representative’s term begin in odd years. No Society representative shall be eligible to serve more than four consecutive years. An unexpired term filled for more than six months shall count as a full year. Reappointment after the completion of any term of four consecutive years may be made only after a lapse of one year.
105.15: Article V, Section 15
When a within-term Council representative vacancy occurs, the Council President shall request the appropriate Society to appoint a representative to complete the unexpired term.
105.16: Article V, Section 16
The non-voting ex-officio members of the Council Board of Governors will be:
a. The Director of the Division in which the Council resides
b. The TAB Staff Secretary
c. The IEEE Executive Director
d. The IEEE Vice-President for Technical Activities
105.17: Article V, Section 17
Any Council Supporting IEEE Society that is not represented on the Board of Governors of the Council may send their non-voting corresponding representative to attend Board of Governors meetings for the purpose of establishing stronger lines of communication between the Council and the parent Society represented.
106: ARTICLE VI. ELECTION and APPOINTMENT of OFFICERS
106.1: Article VI, Section 1
The voting Members of the Council Board of Governors shall elect a President-elect. The term of office of the President-elect shall be two years. The President-elect shall assume the position of President for a two-year period thereafter. Upon completion of the term of Presidency, the individual shall serve a two-year term as Past-President. A Past-President may be elected to the position of President-elect or other Office as specified in the Bylaws.
106.2: Article VI, Section 2
The other Council officers, their terms of office, and responsibilities will be specified in the Bylaws.
106.3: Article VI, Section 3
Election of the President, and election or appointment of the other Officers, and their successors in case of vacancies, shall be by a method as specified in the Bylaws.
107.1: Article VII, Section 1
The Council may hold meetings, conferences, symposia, or conventions either alone or in cooperation with other IEEE organizational units, or other technical organizations, subject to IEEE policies and procedures.
107.2: Article VII, Section 2
Meetings, conferences or conventions of the Council shall be open on an equal basis to all members of the IEEE. The Council may not sponsor or co-sponsor a meeting, which is subject to government security clearance.
107.3: Article VII, Section 3
The Board of Governors shall hold at least two regular meetings during the calendar year. Other meetings of the Board of Governors shall be held at such times as are found necessary and/or convenient. Special meetings of the Board of Governors may be called by the President of the Council or upon request of at least one-third of the voting members of the Board of Governors, with at least 20-days notice.
107.4: Article VII, Section 4
.A majority of the voting members of the Board of Governors shall constitute a quorum. All governors, including individuals who may serve ex-officio with vote shall have an equal vote as specified in the Council Bylaws
107.5: Article VII, Section 5
In the presence of a quorum, business of the Board of Governors shall be conducted as provided in this Constitution or the Bylaws. Unless specifically stated to the contrary, Robert’s Rules of Order (latest revision) shall be followed at meetings.
107.6: Article VII, Section 6
Business of the Board of Governors may be handled by correspondence or other means where, in the opinion of the President, matters requiring action can be adequately handled in that manner. A majority vote of the voting members of the Board of Governors is necessary for approval of actions handled in that manner, unless otherwise provided in this Constitution or the Bylaws. Verbal decisions are to be promptly confirmed in writing.
108: ARTICLE VIII. PUBLICATIONS
108.1: Article VIII, Section 1
Publications undertaken by the Council shall be subject to IEEE Policies and Procedures, and to any further guidance or controls prescribed by the Board of Governors. The Board of Governors shall be responsible for the financial soundness of the Council's publication program.
108.2: Article VIII, Section 2
The President appoints editors with the advice and consent of the Board of Governors after reviewing the recommendations of the Vice President Publications.
109.1: Article IX, Section 1
Bylaws shall be established for the purpose of governing the operations and administration of the Council.
110.1: Article X, Section 1
Sections of this Constitution may be adopted or amended by action of the Council at a
regular or special meeting if the following provisions are met:
a. Notice of the meeting and of the proposed change(s) must be communicated to the last-known address of each member of the Council Board of Governors at least thirty days prior to such meeting.
b. A two-thirds affirmative vote by the voting members of the Board of Governors is required for passage of the proposed changes.
An amendment to this Constitution may also be approved by a mail ballot if at least a thirty-day period is provided for responses, and if two-thirds of the voting members of Board of Governors vote in the affirmative.
The proposed bylaw or amendment shall be filed with the Secretary of the IEEE Technical Activities Board at least twenty days prior to the TAB meeting at which it will be ratified. The Amendment shall become effective immediately after ratification by the IEEE Technical Activities Board, unless otherwise specified.
110.2: Article X, Section 2
Council Bylaws and amendments thereto may be adopted by a two-thirds vote of the Board of Governors present in meeting assembled, provided that notice of the proposed Council Bylaw or amendment has been sent to each member of the Board of Governors at least thirty days prior to such a meeting; or a Council Bylaw or amendment may be adopted by a two-thirds mail vote of the all members of the Board of Governors provided a thirty day period is provided for such responses.
110.3: Article X, Section 3
All amendments to the Constitution or Council Bylaws shall become effective immediately after all requirements of 110.1: Article X, Section 1 or 110.2: Article X, Section 2, have been met, unless a later date has been specified.
The Constitution, Bylaws, and Statements of Policy of the IEEE shall, at all times, take precedence over those of the Council.
Proposed by EMS Council Transition Committee: 12 September 12, 2006
Approved by Technical Activities Board: 18 November 2006
Approved by IEEE Board of Directors: 14 February 2007
