Article I
Rules of Order
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Section 1. In all matters not covered by the Constitution, Bylaws, and Rules, the Society shall be governed by the latest edition of Robert's Rules of Order.

Article II
Membership
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Section 1. Membership - There shall be only one grade of Society membership, and it shall be available to all IEEE members, based upon the payment of the annual fee prescribed in these Bylaws, Article IX.

Section 2. Affiliates - Any member in good standing of an organization recognized for affiliate purposes by specific action of the Board of Governors (BOG) of the Society, and by the IEEE Executive Committee, is eligible to become a Society Affiliate upon payment of the prescribed Affiliate's assessment. Affiliates may join in accordance with any other provision that may be incorporated in IEEE rules, regulations, policies and procedures.

Section 3. Reduced Fees - A reduction of the annual fee may be made for those classes of Members (student members, life members, unemployed members, retired members, and such other special categories) as provided in IEEE rules, regulations, policies and procedures.

Section 4. It shall be the duty of each Member of the Society to vote on matters which are submitted to the membership in a referendum. Each Member shall keep the BOG informed concerning his/her views and may attend any meeting of the BOG. He/she shall be allowed the floor at any meeting but may not make motions, vote, or preside.

Article III
Administration and Organization
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Section 1. Administrative Organization - Article IV, Section 1 of the Constitution provides that the Society shall be governed by the BOG, consisting of fifteen voting Members who are elected from the membership at large, and an Executive Committee (ExCom) consisting of Officers of the Society, as detailed in the Bylaws. The duties of the BOG shall be to represent the interests of members of the Society. The BOG shall approve the annual budget and authorize the expenditure of funds for the Society. The BOG shall approve amendments to the Constitution and make changes to the Bylaws as stipulated herein.

Section 2. Executive Committee (ExCom) -An Executive Committee (ExCom), chaired by the President, is concerned with the day-to-day affairs of the Society. Particular duties are:

In addition to the President, the Executive Committee voting members are:

Article V
Nominations and Elections of BOG Members-At-Large
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Section 1. Immediately following the beginning of each year, the Past President or the President-Elect in alternating years shall appoint a Nominations Committee which shall consist of a Chair and three more members of the Society. At least two of the four shall not be members of the BOG. The current Society Officers may not serve on the Nominations Committee, or be ex officio members. No member of the Nominations Committee shall be a candidate for any office.

Section 2. Eligibility - All members, except members of the Nominations Committee, of the Society in good standing are eligible to be nominated and to be elected to the BOG.

Section 3. Call for Nominations - The Chair of the Nominations Committee shall cause a call for nominations of elected members of the BOG to be publicized to the entire Society membership, on or before May 1 of each year. The call must carry with it a statement setting a time limit for the submission of nomination petitions to the Society. A nomination by petition from the Society membership must contain valid signatures of at least twenty five (25) Society members, excluding Students and Affiliates, and must be received by the President of the Society on or before May 15. The reception of any such valid petition shall automatically place that nominee on the slate, provided he/she is an IEEE and Society Member in good standing and meets all other requirements of the Constitution and these Bylaws.

Section 4. Other Calls - Recommendations for nominees shall also be solicited by the Chair of the Nominations Committee to the Chairs of all chapters, Standing and Technical Committees of the Society. Each year the Nominations Committee shall nominate at least eight members of the Society, excluding students and affiliates, for membership on the BOG, and at least one (1) will be designated as regional representative. Each nominee shall be consulted prior to the nomination to see if he/she will serve. The nominee may request his/her name be withdrawn from consideration. Chapter Chairs shall be asked specifically to nominate individuals to represent the interest of Chapters.

Section 5. Principle of Fairness - The Nominations Committee shall be guided in its selections by principles of fairness so that all technical interests of the society are represented by the Officers and BOG Members.

Section 6. Election - On or before the July 15th, the final slate of nominations to the BOG shall be prepared by the Nominations Committee and sent to IEEE for the preparation of a mail ballot. Eight or more names shall be listed as candidates for the five positions. A ballot shall be mailed to each Member of the Society on or before the end of August, with a statement that only those legally cast ballots received by IEEE on or before October 15 will be counted. IEEE shall transmit the results of the election to the Society President and Secretary as soon as the voting is validated.

Section 7. Five BOG members will be elected each year. The five candidates receiving the largest number of votes are declared elected. Ties shall be broken by the BOG. If an elected Member fails to accept office, or a disapproval is received from IEEE, the candidate receiving the next highest number of votes will be elected. The list of candidates and votes shall be maintained to fill vacancies that may occur during the year. If all vacancies cannot be filled in this manner, the President may call for a special election to fill the vacancies.

Section 8. Final Result - The President shall submit the names of such elected BOG members to the Chair of the Technical Activities Board. Unless disapproval of such elected members is received within sixty days of such transmittal, the election becomes final.

Section 9. Vacancies - An affirmative vote of two-thirds of the legally cast votes of the BOG Members present shall be necessary to declare an office or membership on the BOG vacant. The vacant office shall be filled in accordance with the procedures defined in the Society Constitution and Bylaws.

If a member of the BOG is removed from office due to inactivity or incapacity, the President shall appoint, with the approval of the BOG, the individual with the highest non-elected votes during the previous election to fill out the remainder of that member's term.

Article VI
Officer Elections
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Section 1. Society Officers shall be elected by the current sitting members of the BOG in their annual meeting.

Section 2. The Chair of the Nominations Committee shall call for nominations and shall verify those who are willing to serve as an Officer of the Society if elected. Recommendations for officers shall be solicited from BOG members, Editors-in chiefs, and chairs of all Chapters, Standing and Technical Committees. If any nominee so requests, his/her name shall be withdrawn from consideration in the election.

Section 3. Election for President-Elect, Vice President for Financial Activities, Vice President for Technical Activities, and Vice President for Administrative Activities, shall take place in even-numbered years with terms to begin in January of the next year. Election for Vice President for Conference Activities, Vice President for Publication Activities, Vice President for Member Activities, and Editor-in-Chief of Transactions shall take place in odd-numbered years with terms to begin in January of the next year.

Section 4. In order to allow for those who are not elected to one office to become candidate for another office, the order of election when applicable shall be: President-Elect first, then VP for Financial Activities, then Vice President for Publication Activities, then Vice President for Conference Activities,, then Vice President for Technical Activities, then Vice President for Administrative Activities, then Vice President for Member Activities, and finally Editor-in-Chief of Transactions.

Section 5. Nomination by petition from Society membership for President-Elect and Vice Presidents must be received by the Society Secretary 14 days prior to the annual meeting of the BOG at which Officer Election is to take place. The petition must contain valid signatures of at least twenty five (25) Society members. The President shall place the petition candidate on the slate for Officer Election.

Section 6. Additional nomination from the floor at the BOG meeting may also be considered if the nominee agrees to serve as Officer if elected and if the nomination is seconded.

Section 7. For each office, the candidate with the majority votes shall be declared the winner. In the case of multiple candidates, if no candidate receives a majority, the candidate with the lowest vote count will be dropped from further consideration, until such a majority is reached.

Section 8. The President shall inform IEEE and the successful candidate of their election and shall arrange for the transfer of responsibility. If an elected officer fails to accept office or a disapproval is received from IEEE because there has been some irregularity in the nomination and election procedures or the elected individual has failed to maintain IEEE membership or Society membership, the President may declare, with BOG approval, the candidate with the next highest vote count to be elected. If the BOG should disapprove or if the disqualified candidate is the only candidate for that office, the President may appoint an interim officer until an election takes place at the earlier opportunity.

Article VII
Eligibility for Office
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Section 1. Eligibility to run and hold the office of President-Elect is open to all Society officers, BOG members, and editors-in-chief, who held that position for any period of time during the five years prior to the year of the election and are current IEEE and Society members in good standing.

Section 2. Eligibility to run and hold the offices of the Vice President for Financial Activities, the Vice President for Conference Activities, the Vice President for Publication Activities, the Vice President for Technical Activities, the Vice President for Member Activities, and Editors-in-Chief of Transactions is open to all Society officers, BOG members, and technical and standing committee chairs, who held one or more of such positions for at least one year during the five years prior to the election.

Section 3. The names of any nominees for Officers who are not eligible under the Constitution or Bylaws shall be withdrawn by the President of the Society.

Article VIII
Standing Committees
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Section 1. The Standing Committees shall include the following:

• Conferences and Meetings Committee (or Conferences Committee)

• Nominations and Appointments Committee (or Nominations Committee)

• Finance Committee

• Publications Committee

• Technical Activities Committee

• Member Activities Committee

• Long Range Planning Committee

• Awards Committee

• Fellow Evaluation Committee

• Standards Committee

• Student Activities Committee

Section 2. The Society may establish such additional Standing Committees as may be deemed desirable.

Section 3. Each Standing Committee shall have the power to create subcommittees of its own selection.

Section 4. The Conferences and Meetings Committee

1. The Conferences and Meetings Committee coordinates Society sponsorship and participation in future technical meetings and conferences, and monitors present ones. It is chaired by the Vice President for Conference Activities.

2. The Committee Chair shall present to the BOG a future plan extending for a reasonable length of time, a minimum of three years. This plan shall include a timetable for meetings, expected attendance, scope, etc.

3. The organization of each Conference or Technical Meeting sponsored by the Society shall include a Steering Committee and a Program Committee whose General Chair and Program Chair shall be appointed by the President upon the recommendation of the Conference and Meetings Committee and with the advice and consent of the BOG. The individual members of the respective committees should be appointed by the above officials.

4. The Conferences and Meetings Committee, with approval of the Society, may co-sponsor Conferences with other professional organizations, inside or outside IEEE, and plan, organize and sponsor other activities held in conjunction with the conferences of such organizations. It may appoint individuals as Society liaison to specific Conferences.

5. The President of the Society may appoint, for a duration not to exceed 5 years, individuals as coordinators of each of the Society’s conferences. The Conference Coordinators act to maintain continuity and format of the conferences in cooperation with the Conferences and Meetings Committee. They also advise the Chairs on the directives of the Society.

Section 5. The Nominations and Appointments Committee

1. The Nominations and Appointments Committee nominates the officers for the following year's Society. It also nominates the members of the Committee, who are then appointed by the President with the approval of BOG.

2. The Chairperson of the Nominations and Appointments Committee shall be the Past President or President-Elect of the Society. Other officers of the Society may not serve on the Nominations and Appointments Committee nor be members ex officio.

3. The Nominations and Appointments Committee shall consist of a Chairperson and three other members. At least one shall not be a current Society member but shall belong to at least one Member Society. The incoming Chair of the Nominations and Appointments Committee nominates the members of the Committee, who are then appointed by the President with the approval of the BOG.

4. The Chairperson of the Nominations and Appointments Committee shall consult with each candidate prior to nomination to determine willingness to serve if elected.

5. The Nominations and Appointments Committee shall be guided in its selections by the principles of efficiency, geographical distribution, past history, and technical interest.

Section 6. The Finance Committee

1. The Finance Committee shall assist the Vice President for Financial Activities in developing Society budgets, reviewing long-range fiscal planning, and suggesting new sources for income.

2. The Chairperson of the Finance Committee shall be the Vice President for Financial Activities.

3. The incoming Chair of the Finance Committee nominates the members of the Committee, who are then appointed by the President with the approval of the BOG. Vice President Elect for Financial Activities serves ex officio as a voting member of the committee.

Section 7. The Publications Committee

1. This Committee shall establish publication policy and budgets subject to annual review by the Society. It shall assist the appropriate Editors of Society Periodicals in the choice of special topics and in guiding and planning all Publications.

2. The Chairperson of the Publication Committee shall be the Vice President for Publication Activities. The Publications Committee shall be composed of the Chairperson of the Publications Committee, the Editors of all the publications of the Society (as ex officio, voting members), and at least 2 additional members who are or have been voting members of the BOG. The incoming Chair of the Publication Committee nominates the members of the Committee, who are then appointed by the President with the approval of the BOG.

3. Editors may recommend associate editors and special guest editors as needed, their appointment is done by the President, with Society approval.

4. Editorial expenses must be in accordance with an annual budget approved by the Society. Editors may authorize publication expenses, but shall be responsible for adherence to the publication budget.

5. The Technical Activities Committee shall be responsible for coordinating and directing the technical activities of the Society.

6. The Chairperson of the Technical Activities Committee shall be the Vice President for Technical Activities.

7. The incoming Chair of the Technical Activities Committee nominates the members of the Committee, who are then appointed by the President with the approval of the BOG.

Section 8. The Technical Activities Committee Section 9. Member Activities Committee

1. This Committee shall be responsible for encouraging membership in the Society by all members of the IEEE who are interested in the Field of Interest of the Society, and by non-IEEE members as Affiliate Members. This Committee shall pass upon the qualifications of applicants for Affiliate Membership in the Society. This Committee shall also perform various services for the members and focus on resolving the problems of membership retention.

2. The Chairperson of the Member Activities Committee shall be the Vice President for Member Activities.

3. The incoming Chair of the Member Activities Committee nominates the members of the Committee, who are then appointed by the President with the approval of the BOG.

Section 10. The Long Range Planning Committee

1. The Long Range Planning Committee shall be responsible for the long range planning of the Society.

2. The Long Range Planning Committee Chair will be nominated by the Nominations and Appointments Committee and appointed by the President with approval of the Society BOG.

3. The incoming Chair of the Long Range Planning Committee nominates the members of the Committee, who are then appointed by the President with the approval of the BOG.

Section 11. The Awards Committee

1. The Awards Committee shall be responsible for identifying deserving candidates for awards in recognition of valuable contributions to the Society.

2. The Awards Committee Chair will be nominated by the Nominations and Appointments Committee and appointed by the President with approval of the Society BOG.

3. The incoming Chair of the Awards Committee nominates the members of the Committee, who are then appointed by the President with the approval of the BOG.

Section 12. Fellow Evaluation Committee

1. This Committee shall be responsible for evaluating the qualifications of candidates for Fellow as requested by the IEEE Fellow Committee.

2. The Fellow Evaluation Committee Chair will be nominated by the Nominations and Appointments Committee and appointed by the President with approval of the BOG.

3. The incoming Chair of the Fellow Evaluation Committee nominates the members of the Committee, who must be an elected Fellow of IEEE, are then appointed by the President with the approval of the BOG.

Section 13. The Standards Committee

1. The Standards Committee shall be involved in developing ITS standards.

2. The Standards Committee Chair will be nominated by the Nominations and Appointments Committee and appointed by the President with approval of the BOG.

3. The incoming Chair of the Standards Committee nominates the members of the Committee, who are then appointed by the President with the approval of the BOG.

Section 14. The Student Activities Committee

1. The Student Activities Committee shall be responsible for encouraging student membership in the Society by all student members of the IEEE who are interested in the Field of Interest of the Society. This Committee shall also perform various services for the student members and develop various educational and student-support activities.

2. The Student Activities Committee Chair will be nominated by the Nominations and Appointments Committee and appointed by the President with approval of the BOG.

3. The incoming Chair of the Student Activities Committee nominates the members of the Committee, who are then appointed by the President with the approval of the BOG.

Article IX
Finances and Conflict of Interest
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Section 1. The Society may raise funds, as specified in Article VII of the Society Constitution, and the IEEE Bylaws and rules and regulations.

Section 2. Annual Membership Fee for IEEE Members - Each year, the annual Society fees shall be set by the BOG for the next calendar year.

Section 3. Annual Membership Fee for non IEEE Members - At the last meeting of the BOG or ExCom prior to June 1, the fee for Society membership for those members of the Society who are not members of the IEEE shall be reviewed for the year beginning January 1, as required in Article III, Section 3 of the Constitution. The amount of this additional fee is set by IEEE Headquarters.

Section 4. Conference Registration Fee - Registration fees may be charged at special Society meetings, conferences, lecture series, symposia, and conventions.

Section 5. Bursar - The Society may utilize the services of IEEE 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 BOG.

Section 6. 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 BOG and the IEEE.

Section 7. Budget Submission by VP for Financial Activities - Prior to the meeting of the BOG in which the annual budget is to be approved, the Vice President for Financial Activities shall provide guidance to the other Vice Presidents, who shall submit to the President and the Vice President for Financial Activities of the Society a proposed budget for the ensuing year. The Vice President for Financial Activities shall present the proposed budget to the BOG for approval. When approved by the BOG, this budget shall become binding upon the Society until such time as it may be changed by the BOG. This budget will constitute authorization to the Vice President for Financial Activities to disburse the funds in amounts not to exceed any budget item, unless directed otherwise by the ExCom and BOG.

The Vice President for Financial Activities shall be responsible for forwarding to IEEE the approved budget and IEEE will be thereby authorized to disburse the funds in accordance with these instructions from the Vice President for Financial Activities. The Vice President for Financial Activities shall obtain a financial statement of receipts, expenditures and balances from IEEE and report to Members of the BOG. A running account of commitments to date shall also be kept.

Section 8. No Officer of the Society or Members of the BOG 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 BOG or by the Bylaws for the Society.

Section 9. Conference Account - The general chair for a symposium or technical conference may, with the advice and consent of the Vice President for Conference Activities, authorize the symposium or technical conference treasurer or fiscal officer to open an account to be used for the deposit and disbursement of funds related to the symposium or conference. In each case, the Vice President shall be advised of the name of the bank, the anticipated size of the account, the names of the account signatories and of arrangements for insurance and for bonding. Symposia or technical conferences jointly sponsored with other technical societies or educational institutions are excluded where a charter of operations with the other societies or education institutions is approved by the BOG and the IEEE Executive Committee.

Section 10. Safeguarding of Society Funds - For other special circumstances, such as cosponsorship of a symposium, the BOG shall make prudent arrangements to safeguard the Society's funds that may be involved.

Section 11. Conflict of Interest - Society volunteers must make every effort to avoid the appearance and fact of conflict of interest in the disbursement of funds allocated to them. If a volunteer perceives conflict of interest in their own activities but considers the activity to be in the best interest of the Society, then he/she must explain in writing to the President the circumstances and seek the approval of the BOG for his/her decision. Reports of conflict of interest by other Society members in transactions of Society business or in representation of the Society should be sent in writing to the President for resolution.

Article X
BOG Meetings
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Section 1. Meeting Notification - The Secretary shall notify the Officers, Members and ex officio Members of the BOG, Editors-in-Chiefs, Chapter Chairs in the Sections, Chairs of Standing, Technical and Special Committees, and appropriate guests of the time, place and agenda of all meetings of the BOG at least twenty one days in advance of the meeting.

Section 2. Roll Call - A roll call shall be made at the beginning of each BOG meeting. The Secretary shall record the names of those present and announce whether a quorum exists.

Section 3. Written Record - The Secretary shall transmit in writing within ten days of their adoption all motions, directives or orders of the BOG or of the Society to the person, persons, Members or Affiliates affected. He/she shall transmit a true and faithful copy of the minutes of all meetings of the BOG or of the Society to the President, President-Elect, Past President, Vice Presidents, Members of the BOG, Chairs of the Standing and Special Committees, the Chairs of each Technical Committee, Chapter Chairs in the Sections, and to the Secretary of the IEEE Technical Activities Board within thirty days of the meeting. As soon after January 1 as practicable he/she shall provide a directory listing the names and addresses of all of the above mentioned people to each person named therein.

Section 4. Invitations - The Chairs of all Standing, Technical and Special Committees, and all Chapter Chairs in the Sections shall be invited to attend all meetings of the BOG as guests and advisors but shall not have the right to propose motions, vote, or preside, unless they are voting Members of the BOG.

Section 5. Cancellations - Meetings of the BOG, once called, may be cancelled or changed in time only by consent of a majority of all the Members of the BOG not less than fourteen days before the original date or the new date set for the meeting, whichever is earlier. Notice of such cancellation or changed date shall be given all BOG Members not less than ten days before the original or the new date, whichever is the earlier.

Section 6. If less than a quorum attend a duly called meeting, tentative actions may be taken which will become effective upon subsequent ratification by a majority of the voting members of BOG.

Article XI
Society Meetings
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Section 1. Meetings of the Society may be held at international or regional meetings or conventions of the IEEE, or jointly with another Society, whenever such a meeting is deemed desirable by the BOG.

Section 2. Notice of Society meetings shall be sent to all Members and Affiliates of the Society by the Secretary not less than thirty days prior to the scheduled date of the meeting. When holding joint meetings of the Society with Sections of the IEEE, or with other societies, the Secretary shall send meeting notices to all members of the Society, but not to those of the cooperating Section or Society, the latter being notified by their regular channels.

Article XII
Referendum
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Section 1. A referendum may be initiated by the BOG or by a petition to the President by at least two percent of the Society Membership. More than one question may be included on any ballot.

Article XIII
Amendments
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Section 1. Amendments to these bylaws may be made by means of the procedures described in Article XII of the Society Constitution.