Article 3 - Officers and Operations

3.1 All officers who are members of the Board of Governors (BoG), Councils, Boards, and Standing and Ad Hoc Committees or are Technical Committee Chairs and Society Representatives must be Members of the Society.  The President-Elect and Vice Presidents must be Senior Members or Fellows of IEEE.

3.2 Elected Officers

3.2.1 President-Elect, Vice President - Technical Activities, Vice President - Publications, Vice President - Conferences, Vice President - Member Relations, IEEE Division III Director-Elect, and Members-at-Large of the BoG are elected by direct vote of the voting Members of the Society  (see Article 2.2).

• President-Elect will be elected in even-numbered years, and Vice Presidents in odd-numbered years.
• One-third of the total (12) Members-at-Large will be elected annually; Society Members will vote for a set percentage of Members-at-Large each year.
• When an elected officer is elected to another Society position, except President-Elect, during his or her term, he/she will resign from the former position, upon taking office.
• If the President-Elect holds more than one voting position in the BoG or OpCom, he/she will have no more than one vote.
• When an elected officer is elected to the position of President-Elect during his/her term, he/she may continue holding the earlier position through the conclusion of its term or upon entering the position of President, whichever comes first.
  
  3.2.2 Terms of Office
  
  
• President-Elect will serve in that capacity the year after his/her election (odd-numbered) and begin a two-year term as President the following year (even-numbered), and then continue for a one-year term as Past President.
• Vice Presidents begin two-year terms in the even-numbered years following their election.
• The term of office for a Member-at-Large is three years.
  
  3.2.3 Eligibility for Re-election
  
  
• The President may not be re-elected President for a second term.
• Vice Presidents may be re-elected to the same office for a second consecutive two-year term, but are further ineligible for that office until the lapse of one year.
• A member will be ineligible for a Vice President-level position after being elected for a total of four vice-presidential terms, consecutive or otherwise.
• Members-at-Large may be re-elected as Members-at-Large for a second consecutive three-year term, but are further ineligible for that office until the lapse of one year.
  
  3.2.4 Absence or Incapacity of:
  
  
• President - Duties will be performed by the President-Elect and then by the Vice President - Technical Activities, Vice President – Publications, Vice President – Conferences,  and Vice President – Member Relations, in that order.
• President-Elect - The term will be fulfilled by the Past President, who will continue in that capacity until a special election is held and a new President-Elect is chosen.
• Vice President or Member-at-Large - Individuals will be identified from the candidate group, in the sequence of the number of votes received, and appointed to serve the remainder of the elected term. If none of these individuals can serve, the vacancy will be filled by action of the BoG upon proposal by the President; a person filling a position in this manner will serve until the position can be filled in the next election.

3.3.1 Treasurer

• Will be appointed by and report to the President.
  
• Serves for the term of the President.
  
• Is responsible for assuring sound financial practices, establishing prudent budgetary policies, overseeing preparation and presentation of the Society’s budget and working with IEEE on financial matters.
  
  

  3.3.2 Chief Information Officer (CIO)

• Will be appointed by and report to the President.
  
• Serves for the term of the President.
  
• Is responsible for assuring cost-effective planning, acquisition, maintenance and use of the Society’s information systems and networking, databases and telecommunications services.

  3.3.3 Directors, Standing Committee Chairs, and Ad Hoc Committee Chairs

• Will be appointed by the President (upon the recommendation of a Vice President when appropriate).
• Regional Directors are chosen by the President from lists containing at least two candidates from each region submitted by the respective Regional Board before December 15 of odd-numbered years. If the respective Board does not submit its list by this deadline the President will make the appointment in consultation with the incoming VP – Member Relations.
  
• Serves for the term of the President.

  3.3.4 Appointments of the Treasurer, Chief Information Officer, Directors, and Standing Committee Chairs are made with the approval of the BoG.

3.4.1 In the odd-numbered years, the President-Elect will assist the President in discharging the responsibilities of that office. In the even-numbered years, the Past President will fulfill this role.

3.4.2 The President-Elect begins selecting appointed officers before becoming President.

3.4.3 The President manages all aspects of the Society, whether internal, within IEEE or external. He/she represents the Society on the IEEE Technical Activities Board, and works with other Society Presidents to ensure the interests of the Society are properly represented. Vice Presidents, the CIO, and the Treasurer report to the President. The President is responsible for evaluating the performance of the Executive Director and providing required input to IEEE.

3.5 Vice Presidents - Responsibilities

3.5.1 Vice Presidents are accountable to the President for their areas of responsibility.

3.5.2 Vice President - Technical Activities is responsible for all technical activities and educational services within the Society. Reporting to this Vice President are

• Director – Education
• Director – Standards
  
• Chairs – Technical Committees
  
• Chair –- Awards Committee
  
• Chair –- Distinguished Lecturers Selection Committee
  
• Chair – Fellow Evaluation Committee
  
• Chair – Emerging Technologies Committee
  
• Chair – Technical Committees' Recertification Committee
• Chair – GLOBECOM/ICC Technical Content Committee

3.5.3  Vice President – Publications is responsible for all activities of the Society related to print and electronic products, such as journals, magazines, and on-line offerings.  Reporting to this Vice President are:

• Director – Journals
• Director – Magazines
• Director – On-Line Content

3.5.4 Vice President – Conferences is responsible for all aspects of technical conferences, workshops, and professional meetings, including conference publications.  Reporting to this Vice President are:

• Director – Conference Development
• Director – Conference Operations
• Director – Conference Publications
• Chair – GLOBECOM/ICC Management & Strategy Committee
• Chair – GLOBECOM/ICC Technical Content Committee

3.5.5 Vice President – Member Relations is responsible for all Society activities and programs related to members, chapters, membership development, marketing , and relations with other IEEE and professional societies worldwide, fostering a strong international Society presence, in coordination with the IEEE Division Director.    Reporting to this Vice President are:

• Director – Membership Programs Development
• Director – Marketing & Industry Relations
• Director – Sister & Related Societies
• Director – Asia/Pacific Region
• Director – Europe, Africa, & Middle East Region
• Director – Latin America Region
• Director – North America Region

3.6 Board of Governors (BoG)

3.6.1 Officers on the Board of Governors:

Elected (Voting) Officers:

• President
  
• President-Elect (odd years), immediate Past President (even years)
  
• Vice Presidents
  
• Members-at-Large
• Director – IEEE Division III
  
• Director-Elect – IEEE Division III (odd years)

Appointed (Non-voting) Officers:

• Directors
  
• Chief Information Officer
  
• Treasurer
  
• Executive Director

  3.6.2 The BoG must hold two formal meetings annually. Special BoG meetings may be held at the request of the President or any four members of the BoG. A majority of the voting members of the BoG constitutes a quorum. When a quorum is present, a majority vote is necessary to transact business. Proxy voting is not allowed.

  3.6.3 Annually, the President, Vice Presidents, and Executive Director will submit the coming year’s Operating Plans. Progress on these plans will be reviewed throughout the year.

  3.6.4 The BoG may meet and act upon the vote of its members by any means of telecommunications. The normal voting requirements shall apply when action is taken by means of telecommunications equipment allowing all persons participating in the meeting to hear each other at the same time.

  3.6.5 Business may be conducted by means other than formally held meetings when the matter can be adequately handled via letter, electronic ballot, conference call, electronic mail interchange, etc., referencing Society policies and procedures. A majority vote of the BoG is required for actions so taken.

3.7.1 Between formal and special BoG meetings, business will be managed by a subset of the BoG called the OpCom, consisting of the following:

• President
  
• President-Elect (odd years), immediate Past President (even years)
  
• Vice Presidents
  
• Members-at-Large (three - one from each annually elected group and appointed by the President)
  
• IEEE Director, Division III
• Directors
  
• Chief Information Officer
  
• Treasurer
  
• Executive Director

  3.7.2 Members of the OpCom who are voting members of the Board of Governors are the only voting members of OpCom.

3.7.3 OpCom will meet twice annually, in person or by other means. Additional meetings may be held at the request of the President or any four members of OpCom. A majority of the voting members of OpCom constitutes a quorum. When a quorum is present, a majority vote is necessary to transact business. Proxy voting is not allowed. Actions of OpCom must be ratified by the full BoG in its next meeting. Routine business items shall be included in the consent agenda of that meeting.

3.7.4 All OpCom members are expected to participate in OpCom meetings with the following exceptions:


• IEEE Division III Director
  
• Directors
  
• Chief Information Officer

These members may participate as determined by the President for each meeting.

3.8.1 Minutes of each BoG and OpCom meeting will be distributed to the BoG within 30 days of the meeting. For executive sessions, only motions passed will be included in the BoG and OpCom minutes. Brief executive session minutes will be kept on file in the office of the ComSoc Executive Director.

3.8.2 Members of the BoG and OpCom must receive notice of their formal meetings no less than 21 days prior to the scheduled date.

3.8.3 If a quorum is not present at a duly called BoG or OpCom meeting, actions may be formulated but are not effective until ratified by letter, electronic mail, or conference call. A majority vote of that specific body is required for ratification. Approved decisions will be recorded in the minutes of that meeting.

3.8.4 Business action that is formulated outside of a duly called meeting may be conducted by letter, electronic mail, or conference call, referencing Society policies and procedures. A majority vote of the BoG is required. Approved decisions will be confirmed promptly or in writing or by electronic transmission and recorded in the minutes of the next meeting.

3.8.5 Business at Society meetings shall be conducted according to Robert's Rules of Order (latest revision) unless other rules and procedures are specified in the Not-for-Profit Corporation Law of the State of New York, the IEEE Certificate of Incorporation and IEEE governing documents. The President may designate a Parliamentarian whose ruling on procedures will be requested in cases of conflict.

3.8.6 Councils, Boards, and Committees will hold meetings at the request of the relevant Chair with sufficient frequency to transact Society business with reasonable dispatch.

3.8.7 A Management Retreat may be held annually at the discretion of the President.

3.8.8 BoG members must adhere to decisions of the BoG, unless such decisions violate IEEE or Society constitutions, bylaws or policies.

3.8.9 The BoG may relieve volunteers in appointed/assigned positions of their responsibilities.

3.9 Professional Staff

3.9.1 Volunteer leadership of the Society will be supported by a salaried professional staff, managed by an Executive Director, and housed in offices located in New York City or other world communications capital.

3.9.2 Executive Director is responsible for overall direction, management, and administration of the professional staff. He/she reports to the President, serves as BoG/OpCom secretary assisted by staff members where needed, and is responsible for implementing plans and policies and handling all official Society business assigned by the Board.