Section 1. Members
It shall be the duty of each Member of the Society to vote on matters that are submitted to the membership in a referendum. Each Member shall keep the Board of Governors informed concerning his views and may attend any meeting of the Board of Governors. He/she shall be allowed the floor at any meeting but may not make motions, vote, or preside.
Section 2. Officers
The duties and responsibilities of the Officers and Members of the Board of Governors shall be defined hereunder and in the Bylaws, and as further delineated by the Board of Governors.
Section 3. Regular meetings
The President, under the direction of the Board of Governors, shall call all regular and special meetings of the Board of Governors, the Executive Committee, general meetings of the Society, and the Annual Meeting of the Society, and shall preside at all such meetings. The Annual Meeting shall be the first Board of Governors meeting that is minimally held each year. He/she shall coordinate and supervise all activities of the Society and have such other powers and perform such other duties as may be provided in the Society Bylaws, or as may be delegated to him/her by vote of the Society Board of Governors. It shall be the duty of the President to see that the order and resolutions of the Society Board of Governors, the IEEE Technical Activities Board, the IEEE Executive Committee and IEEE Board of Directors are carried out. The President shall be an ex officio member of all standing, Technical and Special Committees of the Society except the Nominations Committee. The President shall have no vote on the Board of Governors except if the vote is by secret ballot or unless the President’s vote can change the outcome of the vote.
The President is a member of the Technical Activities Board and, when notified of a meeting of said Board, shall insure representation of the Society at meetings of this Board in accordance with the process for alternates outlined in the TAB Operations Manual.
Section 4. President-Elect
The President-Elect shall assume the duties and have the powers, privileges, and responsibilities of the President during the latter’s absence.
Other duties may be assigned to the President-Elect in the Bylaws.
Section 5. VP Financial Activities
The VP Financial Activities shall perform the functions of Secretary and Treasurer. He/she shall be responsible for all reports, petitions, and records concerning the Society. He/she shall be responsible for taking and keeping true and faithful minutes of all meetings of the Board of Governors and general meetings of the Society, and shall make such reports of activities as may be required by the Board of Governors, the IEEE Technical Activities Board or the IEEE Executive Committee. He/she shall be
responsible for sending out notices according to instructions of the Board of Governors or required by the Society Constitution or Bylaws. He/she shall keep file copies of all meeting notices, minutes of meetings, letters and bulletins sent and received for at least seven years, except for those which may be specifically assigned to the custody of others. He/she shall send current archival copies to the IEEE Headquarters for storage.
The Administrative Vice President shall prepare and propose a budget for approval by the Board of Governors, and shall monitor expenditures to verify that they are in accord with the approved budget. He/she shall prepare financial reports as requested by the President and the Board of Governors.
Section 6. Other Vice Presidents
The duties of the other Vice Presidents are delineated in the Bylaws.
Section 7. Past President
The duties of the Past President shall include those of all other voting Members of the Board of Governors. Additional duties may be assigned in the Bylaws.
Section 8. Board of Governors
The duties of the Board of Governors shall be to represent the interests of members of the Society. The Board of Governors shall approve the annual budget and authorize the expenditure of funds for the Society. The Board of Governors shall approve amendments to the Constitution and make changes to the Bylaws as stipulated herein Article XI.
Section 9. Vacancies
Section 9.1: President
Should the office of the President become vacant due to resignation, death or long-term incapacitation, the Past President shall assume the office of President if the vacancy occurs in the first year of the presidency and shall serve until the end of that first year. The President-Elect will assume the office on January 1 of the second year, or immediately should the vacancy occur in the second year of the presidency. In the event that the President Elect or the Past President assumes the office of President, the respective officer shall serve both positions until the next officer elections, but shall have only one vote in any matter.
Section 9.2: Past President
Should the office of Past President become vacant due to resignation, death or long-term incapacitation, the most recent of the three Past-Past President available and willing to accept the position shall assume the office of Past President. If no Past President is available or willing to serve, the Board of Governors shall appoint one of their Elected Members to serve as Past President. Such service shall not affect their membership on the Board of Governors except as to having only one vote on all matters.
Section 9.3: President Elect
Should the office of President Elect become vacant due to resignation, death or long-term incapacitation, the Board of Governors shall call for a new election. The Nominations Committee shall provide a new slate of candidates within 20 days of the call, the ballot shall be distributed within 10 days after the slate is presented, and the voting shall conclude 21 days after the ballot is distributed.
Section 9.4: Other Officers
Vacancies in all other offices shall be filled by appointment by the President, with consent from the Board of Governors. The appointee shall serve until either the next regular election for that office, if that election is within six months of the office becoming vacant, or until a special election is held to fill the position. If a special election is required, the Nominations Committee shall produce a new list of candidates for the office within 30 days of the office becoming vacant.
Section 10. Bursar
The Society may utilize the services of IEEE Headquarters as bursar for all or part of the Society funds, as provided by the IEEE Bylaws and Statements of Policy. If any part of the Society funds is received and deposited separately, the terms and conditions shall be in accord with IEEE policies and subject to the provisions of the Society Bylaws and to any special limitations imposed by the Board of Governors.
Conferences or Symposia jointly sponsored with other technical societies are excluded from the above provisions when a Constitution for the meeting has been approved by the Board of Governors and the IEEE.
Returns from investment of Society funds shall be credited to the Society. Disbursements shall be made on the signature or instructions of the VP Financial Activities Vice President. If the VP Financial Activities Vice President is disabled or unable to serve, the President may make disbursements during the incapacity.
Section 11. Start of office
The newly elected Officers and elected members of the Board of Governors shall assume office on January 1 of the year immediately following their election or as soon thereafter as practicable. They shall continue in office until new Officers or elected BoG members have been duly elected and have taken office.
Section 12. Chapters
A Chapter in a Section may be formed and operated on any plan not inconsistent with the powers of the Board of Governors of this Society. A Chapter may assist the Board of Governors of this Society in the management of a meeting, conference, lecture series, symposium, or convention promoted by the Society in a Section. The Chapter may promote meetings of the Section in the Field of Interest of this Society, under the supervision and control of the Officers of the Section in which the Chapter is located.
Section 13. Standing and other committees
With the exception of the Nominations Committee, the President shall appoint the Chair and Members of each of the Standing Committee provided by the Bylaws and the Society representatives to societies, councils and boards as soon as expedient after assuming office. The Chair and Members of the Nominations Committee shall be determined as provided for in the Bylaws
Special or ad hoc Committees may be established and Officers and Members appointed by the President. Technical Committees may be established as needed to develop standards or other specific areas of interest, and as listed in the Bylaws.
Members appointed to committees and similar posts shall serve till the end of the term of the President who appointed them, but shall serve until their successors are appointed or the Committee is dissolved, except where other terms are specifically designated by the Board of Governors.
Section 14. Monies
Monies held by or for the Society legally belong to the IEEE, and such monies shall not be expended for activities prohibited by the Bylaws of the Institute, the Constitution and Bylaws of the Society, by regulations published in the IEEE Technical Activities Board Manual, or any other purposes known to be inimical to the interests of IEEE.
Section 15. Debts
No Officer of the Society, Member of the Board of Governors, or other representative shall have the authority to contract debts for, pledge the credit of, or in any way bind the IEEE for any amount in excess of the funds allocated to the Society in a budget previously authorized by the Board of Governors.
Section 16. Payments
No Officer of the Society or Member of the Board of Governors shall receive, directly or indirectly, any salary, traveling expenses, compensation, or emolument from the Society as an Officer or in any other capacity unless authorized by the Board of Governors or by the Bylaws for the Society.