2016 IEEE Annual Election

IEEE Constitutional Amendment,

Statements, and Rebuttals

www.ieee.org/elections

THIS PAGE HAS BEEN LEFT BLANK

INTENTIONALLY.

Table of Contents
For the Information of IEEE Voting Members: At its November 2015 meeting, the
IEEE Board of Directors approved the presentation of proposed revisions to the IEEE
Constitution. The revisions, in the form of a single amendment, are presented to the
IEEE voting members for approval as part of the 2016 IEEE annual election ballot.
To adopt this amendment, an affirmative vote of at least two-thirds of all ballots cast is
required, provided the total number of those voting is not less than ten percent of all
IEEEs members who are eligible to vote. Ballots marked neither FOR nor AGAINST the
proposed amendment will not be counted as votes.

Side By Side Comparison of Only Those Sections to be Changed . . . . . . . . . . . . . . . . 4

IEEE Board of Directors Statement in Support of Proposed Amendment to the
Constitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Statements in Opposition to the Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Marked Version of the Constitution, Indicating All Additions and Deletions. . . . . . . . . 12
Clean Version of the Revised Constitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Side By Side Comparison of Only Those Sections To Be Changed

CURRENT
IEEE CONSTITUTION

PROPOSED
IEEE CONSTITUTION

ARTICLE II BYLAWS

ARTICLE II BYLAWS

Sec. 2. Proposed Bylaw changes and reasons

therefore shall be sent to all IEEE Directors
at least twenty days before the stipulated
meeting of the Board of Directors at which
the vote shall be taken. The votes of twothirds of the members present and entitled
to vote, at the time of the vote, provided
a quorum is present, shall be required to
approve any new Bylaw, amendment or
revocation.

Sec. 2. Recommendations for Bylaw

changes originating from the Assembly shall
be considered by the Board of Directors.
Potential Bylaw changes originating from
other sources shall be considered by the
Board of Directors in consultation with the
Assembly. All proposed Bylaw changes
and reasons therefore shall be sent to all
IEEE Directors at least twenty days before
the stipulated meeting of the Board of
Directors at which the vote shall be taken.
The votes of two-thirds of the members
present and entitled to vote, at the time
of the vote, provided a quorum is present,
shall be required to approve any new Bylaw,
amendment or revocation.

ARTICLE VI - DELEGATES AND DIRECTORS ARTICLE VI - DELEGATES AND DIRECTORS

Sec. 1. The voting members of the IEEE Sec. 1. The voting members of the IEEE
shall elect Delegates-at-large who shall also shall elect Delegates to the Assembly as
by virtue of such election be Directors-at- specified herein and in the Bylaws.
large. The number and method of election
of Delegates-at-large and Directors-at-large
shall be specified in the Bylaws.
Sec. 2. The territory of the IEEE shall be
divided, at the discretion of the Board of
Directors, into geographical areas known
as Regions, which shall be specified in the
Bylaws. The voting members of each Region
shall elect a Delegate to the Assembly
designated as its Regional Delegate. The
method of election of Regional Delegates
shall be specified in the Bylaws..

Sec. 2. The territory of the IEEE shall be

divided, at the discretion of the Board of
Directors, into geographical areas known
as Regions, which shall be specified in the
Bylaws. The voting members of each Region
shall elect a Delegate to the Assembly
designated as its Regional Delegate who
shall also by virtue of such election be a
Director designated as its Regional Director.
The method of election of Regional
Delegates shall be specified in the Bylaws.

CURRENT
IEEE CONSTITUTION

PROPOSED
IEEE CONSTITUTION

Sec. 3. Certain of the technical areas covered

by the IEEE shall be grouped into Divisions.
The voting members of each Division
shall elect a Delegate to the Assembly,
designated as its Divisional Delegate,
who shall also by virtue of such election
be a Director, designated as its Divisional
Director. The method of election of such
Divisional Delegates shall be specified in
the Bylaws.

Sec. 3. Certain of the technical areas

covered by the IEEE shall be grouped
into Divisions. The voting members of
each Division shall elect a Delegate to
the Assembly, designated as its Divisional
Delegate. The method of election of such
Divisional Delegates shall be specified in
the Bylaws.

Sec. 4. The term of office of the President

as a Delegate-at-large and Director- atlarge shall be three years beginning with
the office of President-Elect. The Bylaws
shall provide the term of office of other
Delegates elected by the voting members
which shall be identical with the term of
office as Director. All shall coincide with the
fiscal year of the IEEE.

Sec. 4. The term of office of the President

as a Delegate-at-large and Director- at-large
shall be three years beginning with the office
of President-Elect. The Bylaws shall provide
the term of office of other Delegates elected
by the voting members. All shall coincide
with the fiscal year of the IEEE.

Sec. 5. The terms of office of Directors Sec. 5. The number of Directors, terms
elected by the Assembly shall be specified of office, and the method of election and
eligibility requirements shall be specified in
in the Bylaws.
the Bylaws taking into consideration various
diversity factors including, but not limited to,
geographic and technical diversity.
ARTICLE VIII - THE ASSEMBLY

ARTICLE VIII - THE ASSEMBLY

Sec. 1. An Assembly composed of

Delegates, including Delegates-at-large,
shall receive reports and perform such
functions as required by law or specified in
the Bylaws. The Assembly shall, at its annual
meeting, elect Directors-at-large who are
not Delegates.

Sec. 1. An Assembly composed of

Delegates, including Delegates-at-large,
shall receive reports and perform such
functions as required by law or specified in
the Bylaws.

ARTICLE IX - BOARD OF DIRECTORS

ARTICLE IX - BOARD OF DIRECTORS

Sec. 1. The Board of Directors shall be

the governing body of the IEEE and shall
consist of Directors, including Directors-atlarge elected by all of the voting members,
Directors-at-large elected by the Assembly,
and Directors elected by the voting
members of a group of members. The
President of the IEEE shall preside.

Sec. 1. The Board of Directors shall be the

governing body of the IEEE and shall consist
of Directors elected by the voting members
as specified in the Bylaws. The IEEE
Executive Director shall be an ex officio nonvoting member of the Board of Directors.
The President of the IEEE shall preside.

CURRENT
IEEE CONSTITUTION

PROPOSED
IEEE CONSTITUTION

Sec. 2. The number of Directors elected

by the voting members together with
the number of Directors elected by the
Assembly shall be not less than nine nor
more than fifty. Except for the filling of
interim vacancies as provided in the Bylaws,
the number of Directors elected by the
voting members shall be not less than sixty
percent of the total number of Directors.

Sec. 2. The number of Directors elected

by the voting members shall be not less
than nine nor more than fifty, with the exact
number specified in the Bylaws. Except for
the filling of interim vacancies as provided in
the Bylaws, the number of Directors elected
by the voting members shall be not less
than sixty percent of the total number of
Directors.

Sec. 3. All of the Directors elected by the Sec. 3. All of the Directors shall be at least
Assembly shall be at least 18 years of age 18 years of age and shall be IEEE members
and shall be IEEE members of the grades of the grades specified in the Bylaws.
specified in the Bylaws.
ARTICLE X - CORPORATE OFFICERS

ARTICLE X - CORPORATE OFFICERS

Sec. 2. Corporate Officers, other than the

President and the President-Elect, to be
elected by the Assembly, by all of the voting
members or by the voting members of a
group of members, shall be specified in
the Bylaws. Corporate Officers, by virtue of
such election, shall be Directors, but not
Delegates. Other Officers shall be appointed
by the Board of Directors and as such will
be neither Directors nor Delegates.

Sec. 2. Corporate Officers, other than the

President and the President-Elect, to be
elected by the Assembly, by all of the voting
members or by the voting members of a
group of members, shall be specified in the
Bylaws. Other Officers shall be appointed by
the Board of Directors and as such will be
neither Directors nor Delegates.

ARTICLE XI - VACANCIES

ARTICLE XI - VACANCIES

Sec. 1. The existence of a vacancy in the

Board of Directors or among the Corporate
Officers shall be determined by the Board of
Directors or in accordance with the Bylaws.

Sec. 1. The existence of a vacancy in the

Assembly, Board of Directors or among the
Corporate Officers shall be determined by
the Board of Directors or in accordance with
the Bylaws.

Sec. 2. Vacancies on the Board of Directors Sec. 2. Vacancies on the Assembly, Board of
or among the Corporate Officers shall be Directors or among the Corporate Officers
shall be filled in accordance with the Bylaws.
filled in accordance with the Bylaws.
ARTICLE XII - NOMINATIONS AND
ELECTIONS

ARTICLE XII - NOMINATIONS AND

ELECTIONS

Sec. 1. The Board of Directors shall submit

annually to all voting members a list of
nominees for Delegates, the PresidentElect, and such other Officers as may be
specified in the Bylaws to be elected by
the voting members for the coming term.
Submission may be by notice in an IEEE
publication which is distributed to all
voting members.

Sec. 1. The Board of Directors shall

submit annually to all voting members a
list of nominees for Delegates, Directors,
the President-Elect, and such other
Officers as may be specified in the Bylaws
to be elected by the voting members for
the coming term. Submission may be
by notice in an IEEE publication which is
distributed to all voting members.
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IEEE Board of Directors Statement in Support

of Proposed Amendment to the IEEE Constitution
The Board of Directors proposes revisions to the IEEE Constitution and recommends each
IEEE member vote FOR the amendment. If adopted, these modifications improve the
members voice in governing IEEE and allow future changes to the organizational structure to
better respond to the demands of a complex and changing world.
Specifically the changes:

Provide members with the possibility of an increased role selecting the Board of
Directors, allowing directors to be elected by the full eligible voting membership of
IEEE.

Add language encouraging a diverse Board of Directors.

Add the IEEE executive director, the most senior IEEE staff executive, as a non-voting
member of the Board to participate from inception in setting the strategic direction
of IEEE.

Separate the role of an IEEE delegate from an IEEE director, so that directors need
not also be delegates.

Separate the requirement that corporate officers must also be directors. This will allow
corporate officers as currently defined to serve in important leadership positions other
than on the Board of Directors.

Establish a new role for IEEE delegates, who are members of the IEEE Assembly, to
recommend and consult with the Board on revisions to IEEE Bylaws.

Statements in Opposition to the Amendment

The order of the Statements in Opposition to the Amendment are published in the order that
they were received and indicates no preference.

Opposition Statement #1
IEEE members, please vote NO on the proposed IEEE Constitutional Amendment. IEEE is a
volunteer led organization. One of the proposed changes to the Constitution is to add the
Executive Director (ED) to the Board of Directors. But, this is unnecessary because according
to IEEE Bylaw I-306.2, The IEEE Executive Director shall attend meetings of the Board of
Directors and shall be an active participant in their deliberations. And since the ED is a paid
employee of IEEE, the proposed change would weaken the statement that IEEE is a volunteer
led organization.
As the Board sets the EDs compensation, adding the ED to the Board, even if in a non-voting
capacity, diminishes the value of the statement that IEEE is a volunteer-led organization. The
change is unnecessary and unwise.
Therefore, please vote NO.
John Vig, IEEE Life Fellow

Rebuttal Statement by the IEEE Board of Directors

The IEEE executive director (ED) is the chief operating officer of IEEE and currently an
observer during IEEE Board meetings. The amendment, which adds the ED as a nonvoting Board member, will strengthen his/her relationship with the Board, enabling
participation in deliberations, presentation of matters for consideration, and involvement
in the development of IEEEs strategic direction. The ED is responsible for implementing
Board decisions. The amendment recognizes the importance of the EDs key leadership
role and the vital volunteer-staff partnership needed to support IEEEs mission. Current
Bylaws prohibit the ED from participating in setting his/her compensation.

Rebuttal Statement by John Vig

IEEE members, please vote NO on the proposed IEEE Constitutional Amendment because:

the proposed amendment enables a restructuring of IEEE - including the demotion

of the all-volunteer Technical Activities Board (TAB), the demotion of the all-volunteer
Member and Geographic Activities Board (MGAB), and it promotes the Executive
Director (paid staff) to the previously all-volunteer Board of Directors.

technical activities are the main reason for IEEE's existence and MGAB represents
the members.

Therefore, the proposed amendment and possible restructuring are unwise. They would
be detrimental to IEEE. Please vote NO on the amendment.

Opposition Statement#2
IEEE members, please vote NO on the proposed IEEE Constitutional Amendment.
My concerns are more on the principles of the proposed changes, rather than the details.
1.

The Board will put forward the list of new proposed Directors.

2.

Almost 300k members would be voting for each individual Director position. It is
unrealistic to expect all members to spend time educating themselves on the merits
of all candidates for each position.

3.

Regions, Divisions and the Assembly will have no control of the Board.

4.

All organizational changes are implemented through the Bylaws, and the Board has
sole authority to approve them.

In summary, the Board controls the Bylaws and the Budget, and could decide who gets on
the list of candidates for the new Board.
Any democratic organization relies on a system of checks and balances to prevent abuse
of power by its governing bodies. Some of the major IEEE checks and balances are being
eliminated.
To keep our organization member-driven, and not Board of Directors centric, please vote NO
on the proposed Constitutional Amendment.
Tony Ivanov, IEEE Senior Member

Rebuttal Statement by the IEEE Board of Directors

As the governing body of IEEE, the Board works for the benefit of the entire organization.
The amendment does not change its current responsibilities, but allows for the separation of
Delegates and Directors, which could result in the election of Directors by the entire voting
membership instead of by smaller groups of members. Members of Regions and Divisions
will continue to elect Delegates to the Assembly, the body representing the members, thus
adding checks and balances. We believe IEEE voting members take their responsibilities
seriously, and we are confident that they will continue to make informed decisions.

Rebuttal Statement by Tony Ivanov

The IEEE Board of Directors has numerous powers. One thing that the Constitution prevents
them from controlling is who sits on the Board of Directors.
Elected leaders of Regions and Divisions automatically become Directors. This is the
Constitutions mechanism for Member control over the IEEE Board. Directors provide the
perspective of Organizational Units that elected them.
The proposed Amendment will eliminate this Constitutional constraint.
If the Board gets the power to approve the list of Director Candidates, Members vote could
be reduced to picking 28 names from a list provided by the Board.
Please, vote NO to the proposed Amendment.

Opposition Statement #3
The following are reasons to oppose the proposed IEEE Constitutional Amendment change
that will be put forward to IEEE member ballot with the stated objective to create a nimble,
flexible, forward-looking organization.
a.

The problem statement that the proposed amendment is attempting to solve is not
well-defined;

b.

The existing IEEE Constitution offers alternative, less complex ways of accomplishing the
intended improvements;

c.

There are considerable unknowns associated with still-to-be-written bylaws under the
proposed constitution; and

d.

The risk associated with a major constitutional change is not clearly outweighed by its
possible benefits.

Rabab Ward, IEEE Fellow

Rebuttal Statement by the IEEE Board of Directors

The proposal increases flexibility and agility in a complex and rapidly-changing world while
providing for a governance structure that increases the members voice in governing IEEE.
The Board has taken considerable time and effort to review viable alternatives, including a
review by external non-profit governance experts that concluded the risk of not changing was
greater than under these changes. The Board identified these changes for the members

consideration as the most appropriate mechanism to achieve its strategic goals. Draft Bylaws,
necessary to comply with changes in the Amendment if it is approved, are available on the
Amendment webpage.

Opposition Statement #4
Statement in opposition to the Constitutional Amendment, Article II, Section 2
Currently the IEEE Board can change the number of Directors anywhere from nine to fifty,
the Regional diversity of the Board, technical diversity of the Board and the make up of the
Board with no notification to members and only twenty days notice to the Board itself. This
amendment (Art. II Sec. 2) reinforces this minimal disclosure by only assuring visibility to the
Assembly (all of whom are currently members of the Board.) The Board can literally change
IEEE Governance structure every month, with no information distributed about changes to
anyone prior to that month.
A transparent Board would have at least a ninety day notice to all members (online at no
cost.)
Do not approve this extended authorization of secret governance. IEEE Members have a right
to see any and all changes being proposed to the Bylaws and have an opportunity to engage
Directors on any changes at this level. 21st century agility is not accomplished by increased
concentration of power behind closed doors; rather it is enabled by transparent engagement
of the best problem-solvers in the world: IEEE's engineering membership.
James Isaak, IEEE Life Senior Member

Rebuttal Statement by the IEEE Board of Directors

The IEEE Board adheres to the highest ethical standards and to best practices in communication
and decision-making, and provides member access to its actions. The current twenty-day
notice mandates a period of review by Directors before Bylaw changes may be adopted,
which complies with the legal timeframe set by law. No change is proposed to this notice,
nor to the member notification about changes to the IEEE Constitution. The amendment
mandates the Board consult with the Assembly on Bylaw revisions. This new function for the
Assembly, representing the members, will increase transparency.

Rebuttal Statement by James Isaak

The advocates, who are permitted to disclose their titles, claim these changes "improve the
members' voice". Rather than disclose proposed bylaw changes to the members, they only
assure that right to the Assembly. The Board either has some secret plan, or no plan at all for
re-engineering IEEE. At the same time they deny opponents the right to disclose their titles, or
disclose the opposition of groups of members (such as other IEEE governing bodies.) This is
not the course of action that "improves the members voice", these are the actions of a secret
society that censors opposition.

Opposition Statement #5
IEEE members, please vote NO on the proposed IEEE Constitutional Amendment.

10

While appreciating the intention to better define the roles of the IEEE Assembly and its
delegates, the proposed changes may threaten the very existence of IEEE as a volunteerdriven technical professional society. The main reasoning for this position is as follows:
a.

The current Constitution provides for guaranteed geographical diversity by requiring that
volunteers from each geographic Region are represented by one Director on the BoD;

b.

The current Constitution provides for guaranteed technical diversity by requiring that
volunteers from each technical Division are represented by one Director on the BoD;

c.

The proposed change replaces the above requirements with the statement that The
number of Directors shall be specified in the Bylaws taking into consideration various
diversity factors including, but not limited to, geographic and technical diversity.

d.

The proposed changes transfer responsibilities to Bylaws but the intended Bylaws
changes are not known at this time, so the full impact of the Amendments is unknown.

Braham Ferreira, IEEE Fellow

Rebuttal Statement by the IEEE Board of Directors
The current Constitution does not provide for a Board that is reflective of the demographic
diversity of IEEEs membership. That diversity is defined in the Bylaws and is not being
reduced. Separating the role of the Delegate from that of Director will enable the Assembly
to have a membership that is more reflective of IEEEs rich and diverse global community. As
a complex multi-national organization confronted with the challenges of remaining relevant in
an ever-changing world, the Amendment will allow for members to elect a diverse Board that
includes Directors with expertise in areas where the organization needs to focus.

11

Marked Version of the Constitution, Indicating all Additions and

Deletions
Additions
Deletions

THE INSTITUTE OF ELECTRICAL AND ELECTRONICS ENGINEERS, INC.

3 Park Avenue, 17th Floor
New York, N.Y. 10016-5997, U.S.A.

CONSTITUTION*
Table of Contents
Article I

- Name, Purpose and Territory

Article VIII

- The Assembly

Article II

- Bylaws

Article IX

- Board of Directors

Article III

- Membership

Article X

- Corporate Officers

Article IV

- Dues and Fees

Article XI

- Vacancies

Article V

- Groups of Members

Article XII

- Nominations and Elections

Article VI

- Delegates and Directors

Article XIII

- Management

Article VII

- President

Article XIV

- Amendments

ARTICLE I - NAME, PURPOSE AND TERRITORY

Sec. 1. The name of the corporation is The Institute of Electrical and Electronics Engineers,
Incorporated, hereinafter called the IEEE.
Sec. 2. Its purposes are: (a) scientific and educational, directed toward the advancement of
the theory and practice of electrical, electronics, communications and computer engineering, as
well as computer science, the allied branches of engineering and the related arts and sciences;
means to these ends include, but are not limited to, the holding of meetings for the presentation
and discussion of professional papers, the publication and circulation of works of literature,
science and art pertaining thereto and any other activities necessary, suitable and proper for
the fulfillment of these objectives; (b) professional, directed toward the advancement of the
standing of the members of the professions it serves; means to this end include, but are not
limited to, the conduct and publication of surveys and reports on matters of professional concern
to the members of such professions, collaboration with public bodies and with other societies for
the benefit of the engineering professions as a whole and the general public, and the promotion
of ethical conduct. The IEEE shall not engage in collective bargaining on such matters as salaries,
wages, benefits, and working conditions, customarily dealt with by labor unions.
The IEEE shall strive to enhance the quality of life for all people throughout the world through the
constructive application of technology in its fields of competence. It shall endeavor to promote
understanding of the influence of such technology on the public welfare.

12

Sec. 3. The character of its scope is transnational and the territory in which its operations are to
be conducted is the entire world. In addition to its world-wide operations, the IEEE may engage
in activities directed to the interests and needs of members residing in a particular country or
area of the world. The procedure for undertaking such activities shall be specified in the Bylaws.
ARTICLE II - BYLAWS
Sec. 1. Bylaws shall be established as hereinafter set forth, for the purposes of governing the
operations and administration of the IEEE. The term Bylaws as used in this Constitution refers
only to IEEE Bylaws.
Sec. 2. Recommendations for Bylaw changes originating from the Assembly shall be considered
by the Board of Directors. Potential Bylaw changes originating from other sources shall be
considered by the Board of Directors in consultation with the Assembly. All Pproposed Bylaw
changes and reasons therefore shall be sent to all IEEE Directors at least twenty days before the
stipulated meeting of the Board of Directors at which the vote shall be taken. The votes of twothirds of the members present and entitled to vote, at the time of the vote, provided a quorum
is present, shall be required to approve any new Bylaw, amendment or revocation.
ARTICLE III - MEMBERSHIP
Sec. 1. The grades of membership of the IEEE, the member qualifications, privileges and the
requirements for admission, transfer and severance pertaining to each grade shall be specified
in the Bylaws.
Sec. 2. The term member when printed without an initial capital, where used in this Constitution,
includes all grades of membership.
Sec. 3. The term voting member as used in this Constitution means those members of
Member grade or above as defined in the Bylaws.
ARTICLE IV - DUES AND FEES
Sec. 1. Dues and fees shall be specified in the Bylaws.
Sec. 2. Under exceptional circumstances, the payment of dues and fees may be deferred or
waived in whole or in part by the Board of Directors.
ARTICLE V - GROUPS OF MEMBERS
Sec. 1. The Board of Directors may authorize the establishment of groups of members for
promoting the objectives and interests of the IEEE. The Board of Directors may terminate the
existence of any such group. The Bylaws shall provide for specifications and operating rules for
any groups that may be established.
ARTICLE VI - DELEGATES AND DIRECTORS
Sec. 1. The voting members of the IEEE shall elect Delegates-at-large who shall also by virtue
of such election be Directors-at-large. The number and method of election of Delegates-at-large
and Directors-at-large shall be to the Assembly as specified herein and in the Bylaws.
Sec. 2. The territory of the IEEE shall be divided, at the discretion of the Board of Directors,
into geographical areas known as Regions, which shall be specified in the Bylaws. The voting

13

members of each Region shall elect a Delegate to the Assembly designated as its Regional
Delegate who shall also by virtue of such election be a Director designated as its Regional
Director. The method of election of Regional Delegates shall be specified in the Bylaws.
Sec. 3. Certain of the technical areas covered by the IEEE shall be grouped into Divisions. The
voting members of each Division shall elect a Delegate to the Assembly, designated as its
Divisional Delegate, who shall also by virtue of such election be a Director, designated as its
Divisional Director. The method of election of such Divisional Delegates shall be specified in
the Bylaws.
Sec. 4. The term of office of the President as a Delegate-at-large and Director-at-large shall be
three years beginning with the office of President-Elect. The Bylaws shall provide the term of
office of other Delegates elected by the voting members which shall be identical with the term
of office as Director. All shall coincide with the fiscal year of the IEEE.
Sec. 5. The number of Directors, terms of office of Directors elected by the Assembly , and
the method of election and eligibility requirements shall be specified in the Bylaws taking into
consideration various diversity factors including, but not limited to, geographic and technical
diversity.
Sec. 6. If the Directors shall not be elected on the day designated by law or fixed in the Bylaws,
the corporation shall not for that reason be dissolved; but every Director shall continue to hold
office and discharge duties until a successor has been elected.
ARTICLE VII - PRESIDENT
Sec. 1. The President shall be elected by the voting members, by virtue of which election
the President shall also be a Delegate-at-large and a Director-at-large for a period of three
years. Following the term of one year as President-Elect, the holder of that office shall serve
as President in the subsequent year and shall serve as Past President in the year subsequent
thereto. The President shall be ineligible to serve a second full term in that office.
ARTICLE VIII - THE ASSEMBLY
Sec. 1. An Assembly composed of Delegates, including Delegates-at-large, shall receive reports
and perform such functions as required by law or specified in the Bylaws. The Assembly shall, at
its annual meeting, elect Directors-at-large who are not Delegates.
Sec. 2. The annual meeting of the Assembly shall be held in conjunction with the last regularly
scheduled meeting of the Board of Directors in each fiscal year of the IEEE. The President of the
IEEE shall preside.
Sec. 3. All of the Delegates shall be at least 18 years of age and shall be IEEE members of the
grades specified in the Bylaws.
Sec. 4. Meetings of the Assembly may be held elsewhere than in the State of New York.
Additional meetings and provision for special meetings of the Assembly and the manner of
giving notice of annual, additional and special meetings shall be specified in the Bylaws.
Sec. 5. The number of Delegates required to constitute a quorum at meetings of the Assembly
shall be stated in the Bylaws.
Sec. 6. The presiding officer of the Assembly shall have no vote on the Assembly except if the

14

vote is by secret ballot or unless the Chairs vote can change the outcome of the vote.
ARTICLE IX - BOARD OF DIRECTORS
Sec. 1. The Board of Directors shall be the governing body of the IEEE and shall consist of
Directors , including Directors-at-large elected by all of the voting members, Directors-at-large
elected by the Assembly, and Directors elected by the voting members as specified in the Bylaws
of a group of members. The IEEE Executive Director shall be an ex officio non-voting member of
the Board of Directors. The President of the IEEE shall preside.
Sec. 2. The number of Directors elected by the voting members together with the number
of Directors elected by the Assembly shall be not less than nine nor more than fifty, with the
exact number specified in the Bylaws. Except for the filling of interim vacancies as provided in
the Bylaws, the number of Directors elected by the voting members shall be not less than sixty
percent of the total number of Directors.
Sec. 3. All of the Directors elected by the Assembly shall be at least 18 years of age and shall be
IEEE members of the grades specified in the Bylaws.
Sec. 4. At least one Director shall be a citizen of the United States.
Sec. 5. There shall be an annual meeting of the Board of Directors which shall be the last
regularly scheduled meeting in each fiscal year of the IEEE. This annual meeting may be held
elsewhere than in the State of New York.
Sec. 6. Additional regular meetings and provision for special meetings of the Board of Directors
and the manner of giving notice of annual, additional regular and special meetings shall be
specified in the Bylaws.
Sec. 7. The Board of Directors may designate or appoint one or more Committees and Boards,
which shall have such powers of the Board of Directors as it may confer upon them from time
to time.
Sec. 8. The number of Directors required to constitute a quorum at meetings of the Board of
Directors shall be stated in the Bylaws.
Sec. 9. The presiding officer of the Board of Directors shall have no vote on the Board except if
the vote is by secret ballot or unless the Chairs vote can change the outcome of the vote.
ARTICLE X - CORPORATE OFFICERS
Sec. 1. The Corporate Officers of the IEEE shall be the President, the President-Elect, the Vice
Presidents as specified in the Bylaws, the Secretary, and the Treasurer. At the discretion of the
Assembly, the offices of Treasurer and Secretary may be held concurrently by one person.
Sec. 2. Corporate Officers, other than the President and the President-Elect, to be elected by the
Assembly, by all of the voting members or by the voting members of a group of members, shall
be specified in the Bylaws. Corporate Officers, by virtue of such election, shall be Directors, but
not Delegates. Other Officers shall be appointed by the Board of Directors and as such will be
neither Directors nor Delegates.
Sec. 3. Except for the President-Elect, whose term of office as such shall be for one year and
who shall thereafter hold the office of President for the subsequent year and the office of Past

15

President for the year subsequent thereto, the term of office for all Corporate Officers shall be
for one year and shall terminate at the end of the fiscal year of IEEE, or at such later time as their
successors are elected and accepted.
Sec. 4. No Corporate Officer or Director shall receive, directly or indirectly, any salary, traveling
expenses, compensation, or emolument from the IEEE either as such Officer or Director or in
any other capacity, unless authorized by the Bylaws or by the concurring vote of two-thirds of all
the Directors present at a regularly constituted meeting.
Sec. 5. No Corporate Officer or Director shall be interested, directly or indirectly, in any contract
relating to the operations of the IEEE, nor in any contract for furnishing supplies thereto, unless
authorized by the Bylaws or by the concurring vote of two-thirds of the Directors present at a
regularly constituted meeting.
ARTICLE XI - VACANCIES
Sec. 1. The existence of a vacancy in the Assembly, Board of Directors or among the Corporate
Officers shall be determined by the Board of Directors or in accordance with the Bylaws.
Sec. 2. Vacancies on the Assembly, Board of Directors or among the Corporate Officers shall be
filled in accordance with the Bylaws.
ARTICLE XII - NOMINATIONS AND ELECTIONS
Sec. 1. The Board of Directors shall submit annually to all voting members a list of nominees
for Delegates, Directors, the President-Elect, and such other Officers as may be specified in the
Bylaws to be elected by the voting members for the coming term. Submission may be by notice
in an IEEE publication which is distributed to all voting members.
Sec. 2. The method of making nominations and the schedule for elections shall be specified in
the Bylaws.
Sec. 3. Nominations by petition for the offices named in Section 1 of this Article may be made
by letter to the Board of Directors setting forth the name of the proposed candidate and the
office for which the candidate is desired to be nominated. The required number of signatures on
such petition and the date of receipt shall be specified in the Bylaws.
Sec. 4. The Bylaws shall specify the annual closing date for the list of voting members entitled to
vote, and shall specify the date by which, and the manner in which, votes shall be cast.
Sec. 5. For elective offices of the IEEE other than those named in Section 1 of this Article,
methods of nomination and election, including alternate means of nomination by individual
voting members, shall be specified in the Bylaws.
ARTICLE XIII - MANAGEMENT
Sec. 1. The President shall be the Chief Executive Officer of the IEEE and shall preside at
meetings of the Assembly, all meetings of the Board of Directors and at meetings of any other
bodies as may be specified in the Bylaws, at which the President may be present. The President
shall be an ex officio member of every Board and Committee. The President may visit groups of
IEEE members and promote the objectives of the IEEE.
Sec. 2. The President-Elect shall perform such tasks as are delegated by the President or as may

16

be specified in the Bylaws.

Sec. 3. In the absence of the President, the President-Elect shall preside and shall perform such
tasks as are delegated by the President or as may be specified in the Bylaws.
Sec. 4. The Secretary, under the direction of the Board of Directors, shall have general supervision
of the keeping of records of meetings, activities, membership and any other records required
by law.
Sec. 5. The Treasurer, under the direction of the Board of Directors, shall have general supervision
of the fiscal affairs of the IEEE and shall be responsible for the keeping of records thereof.
Sec. 6. Stewardship and fiduciary responsibility for IEEE assets shall be the responsibility of the
Board of Directors.
Sec. 7. The fiscal year of the IEEE shall be defined in the Bylaws.
ARTICLE XIV - AMENDMENTS
Sec. 1. Amendments to this Constitution shall be made by a vote of the voting members. They
may be proposed by the Board of Directors or by petition. A resolution adopted by vote of at
least two-thirds of those present at a regularly constituted meeting of the Board of Directors is
necessary to submit a proposed amendment to the voting members. A petition must be signed
by at least one-third percent of the total number of voting members as listed in the official
membership records of the IEEE at the end of the previous year, but in no case shall the number
be less than one hundred. A copy of such proposed amendment or amendments, if lawful, shall
be distributed to each voting member at least sixty days before the date designated for counting
the votes. Voting shall be in accordance with the Bylaws.
Sec. 2. A vote of at least two-thirds of all votes cast, provided the total number of those voting
is not less than ten percent of the total number of voting members, in favor of an amendment
is necessary for adoption. Voting members shall be notified as soon as practicable by notice in a
publication going to all voting members.
Sec. 3. Amendments to this Constitution shall take effect thirty days after adoption, but if by
amendment Officers and Officers-elect are changed in status or the number of Directors is
reduced, each Officer and each Director shall continue to serve until the term expires.

17

Clean Version of the Revised Constitution

IEEE Logo

THE INSTITUTE OF ELECTRICAL AND ELECTRONICS ENGINEERS, INC.

3 Park Avenue, 17th Floor
New York, N.Y. 10016-5997, U.S.A.

CONSTITUTION*
Table of Contents
Article I

- Name, Purpose and Territory

Article VIII

- The Assembly

Article II

- Bylaws

Article IX

- Board of Directors

Article III

- Membership

Article X

- Corporate Officers

Article IV

- Dues and Fees

Article XI

- Vacancies

Article V

- Groups of Members

Article XII

- Nominations and Elections

Article VI

- Delegates and Directors

Article XIII

- Management

Article VII

- President

Article XIV

- Amendments

ARTICLE I - NAME, PURPOSE AND TERRITORY

Sec. 1. The name of the corporation is The Institute of Electrical and Electronics Engineers,
Incorporated, hereinafter called the IEEE.
Sec. 2. Its purposes are: (a) scientific and educational, directed toward the advancement of
the theory and practice of electrical, electronics, communications and computer engineering, as
well as computer science, the allied branches of engineering and the related arts and sciences;
means to these ends include, but are not limited to, the holding of meetings for the presentation
and discussion of professional papers, the publication and circulation of works of literature,
science and art pertaining thereto and any other activities necessary, suitable and proper for
the fulfillment of these objectives; (b) professional, directed toward the advancement of the
standing of the members of the professions it serves; means to this end include, but are
not limited to, the conduct and publication of surveys and reports on matters of professional
concern to the members of such professions, collaboration with public bodies and with other
societies for the benefit of the engineering professions as a whole and the general public, and
the promotion of ethical conduct. The IEEE shall not engage in collective bargaining on such
matters as salaries, wages, benefits, and working conditions, customarily dealt with by labor
unions.
The IEEE shall strive to enhance the quality of life for all people throughout the world through
the constructive application of technology in its fields of competence. It shall endeavor to
promote understanding of the influence of such technology on the public welfare.
Sec. 3. The character of its scope is transnational and the territory in which its operations are to
be conducted is the entire world. In addition to its world-wide operations, the IEEE may engage

18

in activities directed to the interests and needs of members residing in a particular country or
area of the world. The procedure for undertaking such activities shall be specified in the Bylaws.
ARTICLE II - BYLAWS
Sec. 1. Bylaws shall be established as hereinafter set forth, for the purposes of governing the
operations and administration of the IEEE. The term Bylaws as used in this Constitution refers
only to IEEE Bylaws.
Sec. 2. Recommendations for Bylaw changes originating from the Assembly shall be considered
by the Board of Directors. Potential Bylaw changes originating from other sources shall be
considered by the Board of Directors in consultation with the Assembly. All proposed Bylaw
changes and reasons therefore shall be sent to all IEEE Directors at least twenty days before
the stipulated meeting of the Board of Directors at which the vote shall be taken. The votes
of two-thirds of the members present and entitled to vote, at the time of the vote, provided
a quorum is present, shall be required to approve any new Bylaw, amendment or revocation.
ARTICLE III - MEMBERSHIP
Sec. 1. The grades of membership of the IEEE, the member qualifications, privileges and the
requirements for admission, transfer and severance pertaining to each grade shall be specified
in the Bylaws.
Sec. 2. The term member when printed without an initial capital, where used in this
Constitution, includes all grades of membership.
Sec. 3. The term voting member as used in this Constitution means those members of
Member grade or above as defined in the Bylaws.
ARTICLE IV - DUES AND FEES
Sec. 1. Dues and fees shall be specified in the Bylaws.
Sec. 2. Under exceptional circumstances, the payment of dues and fees may be deferred or
waived in whole or in part by the Board of Directors.
ARTICLE V - GROUPS OF MEMBERS
Sec. 1. The Board of Directors may authorize the establishment of groups of members for
promoting the objectives and interests of the IEEE. The Board of Directors may terminate the
existence of any such group. The Bylaws shall provide for specifications and operating rules for
any groups that may be established.
ARTICLE VI - DELEGATES AND DIRECTORS
Sec. 1. The voting members of the IEEE shall elect Delegates to the Assembly as specified
herein and in the Bylaws.
Sec. 2. The territory of the IEEE shall be divided, at the discretion of the Board of Directors,
into geographical areas known as Regions, which shall be specified in the Bylaws. The voting
members of each Region shall elect a Delegate to the Assembly designated as its Regional
Delegate. The method of election of Regional Delegates shall be specified in the Bylaws.

19

Sec. 3. Certain of the technical areas covered by the IEEE shall be grouped into Divisions. The
voting members of each Division shall elect a Delegate to the Assembly, designated as its
Divisional Delegate. The method of election of such Divisional Delegates shall be specified in
the Bylaws.
Sec. 4. The term of office of the President as a Delegate-at-large and Director-at-large shall be
three years beginning with the office of President-Elect. The Bylaws shall provide the term of
office of other Delegates elected by the voting members. All shall coincide with the fiscal year
of the IEEE.
Sec. 5. The number of Directors, terms of office, and the method of election and eligibility
requirements shall be specified in the Bylaws taking into consideration various diversity factors
including, but not limited to, geographic and technical diversity.
Sec. 6. If the Directors shall not be elected on the day designated by law or fixed in the Bylaws,
the corporation shall not for that reason be dissolved; but every Director shall continue to hold
office and discharge duties until a successor has been elected.
ARTICLE VII - PRESIDENT
Sec. 1. The President shall be elected by the voting members, by virtue of which election
the President shall also be a Delegate-at-large and a Director-at-large for a period of three
years. Following the term of one year as President-Elect, the holder of that office shall serve
as President in the subsequent year and shall serve as Past President in the year subsequent
thereto. The President shall be ineligible to serve a second full term in that office.
ARTICLE VIII - THE ASSEMBLY
Sec. 1. An Assembly composed of Delegates, including Delegates-at-large, shall receive reports
and perform such functions as required by law or specified in the Bylaws.
Sec. 2. The annual meeting of the Assembly shall be held in conjunction with the last regularly
scheduled meeting of the Board of Directors in each fiscal year of the IEEE. The President of the
IEEE shall preside.
Sec. 3. All of the Delegates shall be at least 18 years of age and shall be IEEE members of the
grades specified in the Bylaws.
Sec. 4. Meetings of the Assembly may be held elsewhere than in the State of New York.
Additional meetings and provision for special meetings of the Assembly and the manner of
giving notice of annual, additional and special meetings shall be specified in the Bylaws.
Sec. 5. The number of Delegates required to constitute a quorum at meetings of the Assembly
shall be stated in the Bylaws.
Sec. 6. The presiding officer of the Assembly shall have no vote on the Assembly except if the
vote is by secret ballot or unless the Chairs vote can change the outcome of the vote.
ARTICLE IX - BOARD OF DIRECTORS
Sec. 1. The Board of Directors shall be the governing body of the IEEE and shall consist of
Directors elected by the voting members as specified in the Bylaws. The IEEE Executive Director

20

shall be an ex officio non-voting member of the Board of Directors. The President of the IEEE
shall preside.
Sec. 2. The number of Directors elected by the voting members shall be not less than nine nor
more than fifty, with the exact number specified in the Bylaws. Except for the filling of interim
vacancies as provided in the Bylaws, the number of Directors elected by the voting members
shall be not less than sixty percent of the total number of Directors.
Sec. 3. All of the Directors shall be at least 18 years of age and shall be IEEE members of the
grades specified in the Bylaws.
Sec. 4. At least one Director shall be a citizen of the United States.
Sec. 5. There shall be an annual meeting of the Board of Directors which shall be the last
regularly scheduled meeting in each fiscal year of the IEEE. This annual meeting may be held
elsewhere than in the State of New York.
Sec. 6. Additional regular meetings and provision for special meetings of the Board of Directors
and the manner of giving notice of annual, additional regular and special meetings shall be
specified in the Bylaws.
Sec. 7. The Board of Directors may designate or appoint one or more Committees and Boards,
which shall have such powers of the Board of Directors as it may confer upon them from time
to time.
Sec. 8. The number of Directors required to constitute a quorum at meetings of the Board of
Directors shall be stated in the Bylaws.
Sec. 9. The presiding officer of the Board of Directors shall have no vote on the Board except if
the vote is by secret ballot or unless the Chairs vote can change the outcome of the vote.
ARTICLE X - CORPORATE OFFICERS
Sec. 1. The Corporate Officers of the IEEE shall be the President, the President-Elect, the Vice
Presidents as specified in the Bylaws, the Secretary, and the Treasurer. At the discretion of the
Assembly, the offices of Treasurer and Secretary may be held concurrently by one person.
Sec. 2. Corporate Officers, other than the President and the President-Elect, to be elected by the
Assembly, by all of the voting members or by the voting members of a group of members, shall
be specified in the Bylaws. Other Officers shall be appointed by the Board of Directors and as
such will be neither Directors nor Delegates.
Sec. 3. Except for the President-Elect, whose term of office as such shall be for one year and
who shall thereafter hold the office of President for the subsequent year and the office of Past
President for the year subsequent thereto, the term of office for all Corporate Officers shall be
for one year and shall terminate at the end of the fiscal year of IEEE, or at such later time as their
successors are elected and accepted.
Sec. 4. No Corporate Officer or Director shall receive, directly or indirectly, any salary, traveling
expenses, compensation, or emolument from the IEEE either as such Officer or Director or in
any other capacity, unless authorized by the Bylaws or by the concurring vote of two-thirds of all
the Directors present at a regularly constituted meeting.

21

Sec. 5. No Corporate Officer or Director shall be interested, directly or indirectly, in any contract
relating to the operations of the IEEE, nor in any contract for furnishing supplies thereto, unless
authorized by the Bylaws or by the concurring vote of two-thirds of the Directors present at a
regularly constituted meeting.
ARTICLE XI - VACANCIES
Sec. 1. The existence of a vacancy in the Assembly, Board of Directors or among the Corporate
Officers shall be determined by the Board of Directors or in accordance with the Bylaws.
Sec. 2. Vacancies on the Assembly, Board of Directors or among the Corporate Officers shall be
filled in accordance with the Bylaws.
ARTICLE XII - NOMINATIONS AND ELECTIONS
Sec. 1. The Board of Directors shall submit annually to all voting members a list of nominees
for Delegates, Directors, the President-Elect, and such other Officers as may be specified in the
Bylaws to be elected by the voting members for the coming term. Submission may be by notice
in an IEEE publication which is distributed to all voting members.
Sec. 2. The method of making nominations and the schedule for elections shall be specified in
the Bylaws.
Sec. 3. Nominations by petition for the offices named in Section 1 of this Article may be made
by letter to the Board of Directors setting forth the name of the proposed candidate and the
office for which the candidate is desired to be nominated. The required number of signatures on
such petition and the date of receipt shall be specified in the Bylaws.
Sec. 4. The Bylaws shall specify the annual closing date for the list of voting members entitled to
vote, and shall specify the date by which, and the manner in which, votes shall be cast.
Sec. 5. For elective offices of the IEEE other than those named in Section 1 of this Article,
methods of nomination and election, including alternate means of nomination by individual
voting members, shall be specified in the Bylaws.
ARTICLE XIII - MANAGEMENT
Sec. 1. The President shall be the Chief Executive Officer of the IEEE and shall preside at
meetings of the Assembly, all meetings of the Board of Directors and at meetings of any other
bodies as may be specified in the Bylaws, at which the President may be present. The President
shall be an ex officio member of every Board and Committee. The President may visit groups of
IEEE members and promote the objectives of the IEEE.
Sec. 2. The President-Elect shall perform such tasks as are delegated by the President or as may
be specified in the Bylaws.
Sec. 3. In the absence of the President, the President-Elect shall preside and shall perform such
tasks as are delegated by the President or as may be specified in the Bylaws.
Sec. 4. The Secretary, under the direction of the Board of Directors, shall have general supervision
of the keeping of records of meetings, activities, membership and any other records required
by law.

22

Sec. 5. The Treasurer, under the direction of the Board of Directors, shall have general supervision
of the fiscal affairs of the IEEE and shall be responsible for the keeping of records thereof.
Sec. 6. Stewardship and fiduciary responsibility for IEEE assets shall be the responsibility of the
Board of Directors.
Sec. 7. The fiscal year of the IEEE shall be defined in the Bylaws.
ARTICLE XIV - AMENDMENTS
Sec. 1. Amendments to this Constitution shall be made by a vote of the voting members. They
may be proposed by the Board of Directors or by petition. A resolution adopted by vote of at
least two-thirds of those present at a regularly constituted meeting of the Board of Directors is
necessary to submit a proposed amendment to the voting members. A petition must be signed
by at least one-third percent of the total number of voting members as listed in the official
membership records of the IEEE at the end of the previous year, but in no case shall the number
be less than one hundred. A copy of such proposed amendment or amendments, if lawful, shall
be distributed to each voting member at least sixty days before the date designated for counting
the votes. Voting shall be in accordance with the Bylaws.
Sec. 2. A vote of at least two-thirds of all votes cast, provided the total number of those voting
is not less than ten percent of the total number of voting members, in favor of an amendment
is necessary for adoption. Voting members shall be notified as soon as practicable by notice in a
publication going to all voting members.
Sec. 3. Amendments to this Constitution shall take effect thirty days after adoption, but if by
amendment Officers and Officers-elect are changed in status or the number of Directors is
reduced, each Officer and each Director shall continue to serve until the term expires.

23

Thank you for participating

in the IEEE Annual Election.