Bylaws of the Technology and Engineering Management Society

IEEE TECHNOLOGY AND ENGINEERING MANAGEMENT SOCIETY (TEMS)

BYLAWS

201. INTRODUCTION

202. MEMBERSHIP

203. ADMINISTRATIVE COMMITTEE (AdCom)

204. OFFICERS

205. NOMINATIONS AND ELECTIONS

206. SOCIETY BUSINESS

207. STANDING COMMITTEES

208. TECHNICAL COMMITTEES

209. AMENDMENTS

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201. INTRODUCTION

These Bylaws provide for the management of the Society in accordance with the Society

Constitution.

202. MEMBERSHIP

202.1: Society Members

The term “Member” includes all grades of membership as described in the Society’s

Constitution. Unless otherwise stated, Members are entitled to all rights and privileges of the

Society. Student members are not entitled to hold office or vote. Where specifically stated, a

particular IEEE member grade may be required.

A Society Member who is delinquent in paying Society dues will be dropped from membership

according to IEEE procedures.

202.2: Life Members

Society dues shall be waived for those Society members who are Life Members of the IEEE,

and who meet the IEEE Bylaw requirements for society life membership. Life Members of the

Society’s predecessor organizations will continue to be recognized as Life Members of the

Society.

202.3: Honorary Members

“TEMS Honorary Member” is a recognition awarded based on the recommendation in writing of

the Society Awards Committee, and approved by the Society AdCom. Honorary Members shall

serve as Members Emeriti of the AdCom (without vote) and are exempt of the payment of the

annual society fee. Honorary Members of the Society’s predecessor organizations will continue

to be recognized as Honorary Members. Honorary Members are not entitled to travel

reimbursement for attending AdCom meetings.

202.4: Affiliates

IEEE Society Affiliates may join the Society in accordance with provisions in the IEEE Bylaws,

concerning professionals and others who have an interest in the Society activities, but do not

desire full IEEE membership. The IEEE Technical Activities Board establishes the rights and

privileges for Society Affiliates.

202.5: Student Members

Graduate Student Members may join the Society at a reduced annual fee, and have the rights

and privileges of IEEE Members as prescribed by the IEEE bylaws. Students Members may join

the Society at reduced rates and have the rights and privileges as proscribed in IEEE Governing

Documents

203. ADMINISTRATIVE COMMITTEE (AdCom)

203.1: Composition and Voting Rights

An Administrative Committee, known as the AdCom, chaired by the President, shall consist of

up to seventeen voting and non-voting members. The voting members include eight Membersat-

Large duly elected by the membership of the Society, and seven officers appointed by the

AdCom. The non-voting members are the Secretary and Treasurer appointed by the Society

President with advice and consent of the AdCom.

203.2: The presiding officer of the AdCom shall have no vote on the AdCom except if the vote is

by secret ballot or unless the Presiding Officer’s vote can change the outcome of the vote.

203.3: Society Officers

The officers of the Society shall be the President, immediate Past-President, President-Elect,

Vice President Conferences, Vice President Education, Vice President Membership and Vice

President Publications.

203.4: Proxy voting is not allowed.

203.5: The AdCom or any committee thereof may meet and act upon the vote of its members

by any means of telecommunication. The normal voting requirements shall apply when

action is taken by means of telecommunications equipment allowing all persons participating

in the meeting to communicate with each other at the same time.

203.6: The AdCom or any committee thereof may take action without a meeting if applicable

(e.g. email voting). An affirmative vote of a majority of all the voting members of the] AdCom or

any committee thereof shall be required to approve the action. The results of the vote shall be

confirmed promptly in writing or by electronic transmission. The writings and/or electronic

transmissions shall be filed with the minutes of the proceedings of theAdCom or any committee

thereof. “Electronic transmission” means any form of electronic communication, such as e-mail,

not directly involving the physical transmission of paper, that creates a record that may be

retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in

paper form by such a recipient.

203.7: Individuals holding more than one position on the AdCom or any committees thereof

shall be limited to one vote on each matter being considered by the AdCom or committee.

203.8: Executive Committee

The Society Executive Committee (ExCom) will manage the activities of the Society between

AdCom meetings. The ExCom is chaired by the Society President and all Society officers are

ExCom voting members. The Secretary and Treasurer or Secretary/Treasurer serves on the

ExCom as ex-officio non-voting members. The Presiding Officer shall have no vote on the

Executive Committee except if the vote is by secret ballot or unless the Presiding Officer’s vote

can change the outcome of the vote.

203.9: Secretary and Treasurer

The Secretary and Treasurer or Secretary/Treasurer, appointed by the President with the advice

and consent of the AdCom, shall serve as ex-officio member(s) without vote on the AdCom and

ExCom for period of one-year.

203.10: Honorary members

If not an elected member of the AdCom, Honorary Members shall serve as Members Emeriti of

the AdCom without vote. Honorary members are not entitled to reimbursement for attending

AdCom meetings.

203.11: Editors

The editors of Society publications shall be ex-officio members of the AdCom without vote.

203.12: Quorum

A majority of the voting members of the AdCom, ExCom, or any committee thereof shall constitute a

quorum. The vote of a majority of the votes of the members present and entitled to vote, at the time of

vote, provided a quorum is present, shall be the act of the governing body or any committee thereof,

except as otherwise provided in this Constitution and the Bylaws and in IEEE Governing

Documents.

203.13: Removal of an AdCom or Committee Member

A member of the AdCom, whether elected or appointed, or a member of any committee of the

AdCom, may be removed as a member of the AdCom or committee, by an affirmative vote by

no fewer than ten voting AdCom members held in a secret ballot at a meeting during an

executive session.

203.13 Removal of an Appointed AdCom or Committee Member

An appointed member of the Society AdCom or any Standing Committee may be removed as a

member of the AdCom or Committee, with or without cause, by affirmative vote of two-thirds of

the votes of the members of the appointing body present at the time of the vote, provided a

quorum is present, to remove such AdCom or Committee member.

203.14 Removal of an Elected Member of the Society AdCom

A member elected by the voting members of the Society may be removed from office, with or

without cause, by a vote of the voting members of the Society who elected that person, within

thirty days following either

(a) The affirmative vote of two-thirds of the votes of the members of the AdCom present in a

face-to-face meeting, at the time of the vote, provided a quorum is present, on a motion to

remove such individual, or

(b) The receipt by IEEE of a petition signed by at least 10% of the total number of voting

members in the Society moving for the removal of such individual, a ballot on such motion shall

be submitted to the voting members of the Society. If a majority of the ballots cast for the

removal of such individual, the individual shall be removed from that position.

204. DUTIES of SOCIETY OFFICERS

204.1: Duties of the President

The President shall supervise the affairs of the Society and shall speak for the Society on all

matters not specifically delegated to others. The President shall prepare an annual plan.

204.2: Duties of the President-Elect,

The President-Elect shall be responsible for the activities of the standing committees on

Finance, Strategic Direction, Governance, Documentation, Awards, and shall fulfill such other

functions as the Society President or the AdCom shall from time to time request. If the President

is absent or incapacitated, the President-Elect shall fulfill the duties of the President. The

President-Elect shall prepare an annual plan.

204.3: Duties of the Past President

The Past President Chairs the Nominating Committee and takes responsibility for the election

process of AdCom members and officers. The Past President shall prepare an annual plan.

204.4: Duties of the Secretary

The Secretary is appointed by and reports to the President and serves for the term of one-year.

The Secretary shall be responsible for keeping the records of the AdCom and Executive

Committee, and shall prepare and distribute reports, notices, or such documents as may be

required by the Society President, the AdCom or ExCom.

204.5: Duties of the Treasurer

The Treasurer is appointed by and reports to the President and serves for the term of one-year.

The Treasurer shall be 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. The Treasurer shall be a member of the AdCom and

Executive Committee, without vote, unless in a different capacity.

204.6: Duties of the Vice President Conferences

The Vice President Conferences shall be responsible for the development, coordination and

oversight of all Society conference activities including developing conference strategy,

establishing and supervising of conference committees, developing of conference policies,

recommending suitable sites for future conferences, and providing appropriate venues. The

Vice President Conferences shall prepare an annual plan as well as at least a three-year

schedule of the Society’s annual flagship conference. The Vice President Conferences is

responsible for making sure that all IEEE conference documents are processed in a timely

manner.

204.7: Duties of the Vice President Education

The Vice President Education shall be responsible for the development, coordination and

supervision of education and training to fulfill the Society’s Value Proposition: 1) improve and

maintain essential engineering management skills, 2) support the leadership career path of

IEEE TEMS members, and 3) Foster active knowledge transfer between academic and

practicing communities. The Vice President Education shall prepare an annual plan.

204.8: Duties of the Vice President Membership

The Vice President Membership shall be responsible for developing, coordinating and

supervising of Society activities related to developing Society membership, organizing and

monitoring Chapters, promoting student activities, coordinating membership outreach to IEEE

Regions. The Vice President Membership shall prepare an annual plan.

204.9: Duties of the Vice President Publications

The Vice President Publications, with the assistance of the Society’s Publications Committee,

shall be responsible for publishing the Society periodicals approved by the AdCom: that

includes setting direction with the Editors and any associate editors, proposing ways for meeting

members’ interests, meeting IEEE publications department requirements, and representing the

Society on the IEEE Panel of Editors. The Vice President Publications shall prepare an annual

plan.

205. NOMINATIONS and APPOINTMENTS

205.1: Nominations and Appointments Committee (N&A) Charge

The Chair of the N&A shall be the Past President of the Society. Under extenuating

circumstances a different individual may be appointed to this position. The Society President, on

taking office at the beginning of his/her term, shall issue instructions to the Chair of the N&A

Committee to ensure an orderly progression and completion of the election process. The

election process will include electing members to the AdCom and appointing officers of the

Society.

205.2: N&A Committee Chair

The Chair of the N&A Committee shall recommend to the President the member slate of the

N&A Committee. The President will make the appointments to the N&A Committee with

concurrence of the ExCom. All N&A members must be Society members in good standing.

205.2.1: Chairs shall not be eligible to be elected to the Society during their term of service.

205.2.2: There shall be five (5) voting members on the N&A Committee with at least three of

whom shall be AdCom members. The Chair is included in the count.

205.2.3: A member of the N&A Committee may be nominated and run for a position for which

such member’s respective N&A Committee is responsible for making nominations only on the

following conditions: (i) the nomination is not made by a member of the same N&A Committee,

and (ii) the member resigns from the N&A Committee prior to its first meeting of the year in

which the nomination shall be made.

205.3: Members-at-Large Slate

A slate of nominees, who have indicated their availability and willingness to serve on the

AdCom, as Members-at-Large shall be prepared by the N&A Committee. Recommendations for

such nominees shall be solicited from members of the AdCom, from Society members, and from

the Society Chapters and other identified sources. All nominees must be members of the

Society, in good standing, at the time of nomination.

205.3.1: Members-at-Large Selection Criteria

In the preparation of the slate of nominees, proper consideration shall be given to both broadly

global geographical representation and diversity of technical Interest.

205.3.2: Members-at Large Candidates

The Chair of the Nominating Committee shall submit to the members of the AdCom, not later

than three-weeks prior to the election date, the proposed slate of candidates for Members-at-

Large to be elected. The AdCom shall approve the slate of at least 1.5 times the number of

vacant positions in a meeting of the current AdCom assembled or by mail ballot. All individual

voting members of the Society eligible to vote in such election may select up to the number of

open positions in a mail ballot. The Society Secretary shall announce the results of the election

prior to October 31.

205.3.3: Members-at-Large Term of Office

The term of elected Members-at-Large shall be for a two-year period commencing at the start of

the calendar year following their election. To provide continuity one-half of the total number of

Members-at-Large shall be elected each year in staggered terms of office. All elected Membersat-

Large will take office effective on January 1 following their election.

205.4: Appointment of Officers

A slate of nominees, who have indicated their availability and willingness to serve for the

particular office on the AdCom, shall be prepared by the N&A Committee. Recommendations for

such nominees shall be solicited from members of the AdCom, from Society members, and from

the Society Chapters and other identified sources. All nominees must be members of the

Society, in good standing, at the time of nomination.

205.4.1: Officer Selection Criteria

In the preparation of the slate of nominees, proper consideration shall be given to both broadly

global geographical representation and diversity of technical Interest.

205.4.2: Slate of Officers

The Chair of the N&A Committee shall submit to the members of the AdCom, not later than

three-weeks prior to the election date, the proposed slate of candidates of officers to be elected.

The AdCom shall elect the officers in a meeting of the current AdCom assembled or by mail

ballot. The Society Secretary shall certify the results of the election prior to October 31.

205.4.3: Officer Term of Office

The term of appointed officers shall be for a two-year period commencing at the start of the

calendar year following their election. To provide continuity, the President-Elect, and the Vice

Presidents of Publications and Membership will be appointed in odd-numbered years, and the

Vice Presidents of Conferences and Education in even-numbered years. All Officers will take

office effective on January 1 following their appointment.

205.4.4: Continuity of Positions

All officers shall continue to serve until their successors take office.

205.5: Petition Candidate Requirements

The number of signatures required on a petition shall be determined in accordance with IEEE

Bylaws as follows. For all positions where the electorate is less than 30,000 voting members,

signatures shall be required from 2% of the eligible voters. For all positions where the

electorate is more than 30,000 voting members, 600 signatures of eligible voters plus 1% of

the difference between the number of eligible voters and 30,000 shall be required.

205.5.1: Petition candidates, filing for Members-at-Large, will follow Section 205.5.

205.5.2: The AdCom may add one or more candidates to the slate of Members-at-Large, as

submitted by the N&A Committee, by submitting a petition signed by the majority of the

AdCom.

205.5.3: The AdCom may add one or more candidates to the slate of officers, as submitted by

the N&A Committee, by submitting a petition signed by the majority of the AdCom.

205.5.4: Members shall be notified of all duly made nominations prior to the election. Prior to

submission of a nomination petition, the petitioner shall have determined that the nominee

named in the petition is willing to serve, if elected; evidence of such willingness to serve shall

be submitted with the petition.

205.5.5: Signatures can be submitted electronically through the official IEEE society annual

election website, or by signing and mailing a paper petition. The name of each member

signing the paper petition shall be clearly printed or typed. For identification purposes of

signatures on paper petitions, membership numbers or addresses as listed in the official IEEE

membership records shall be included. Only signatures submitted electronically through the

IEEE society annual elections website or original signatures on paper petitions shall be

accepted. Facsimiles, or other copies of the original signature, shall not be accepted.

205.5.6: The number of signatures required on a petition shall depend on the number of eligible

society voters, as listed in the official IEEE membership records at the end of the year preceding

the election.

205.5.7: The N&A Committee shall select a slate of candidates for Members-at-Large by May 1

of the election year. Petition candidates for Members-at-Large shall submit signatures, in

accordance with these Bylaws to the N&A Committee Chair no later than August 1.

206. SOCIETY BUSINESS

206.1: Authorization

The Society may raise funds as specified in the Constitution.

206.2: Dues

The annual Society dues will be established by the AdCom by April 1st of the year prior to the

year of its applicability.

206.3: Society Funds

IEEE Headquarters shall act as Bursar for all Society funds except as specified hereunder.

Billing and receipt of the annual fee shall be via the IEEE Membership and Fiscal Departments.

All other fiscal affairs shall be handled through the Office of the Secretary of the Technical

Activities Board.

206.4: Special Funds

The Vice Presidents may request funding outside the approved budget by submitting a proposal

to the Executive Committee for approval and subsequent authorization by the AdCom. The

AdCom shall assure prudent arrangements are provided to safeguard Society funds that may be

involved.

206.5: Revenues

Society funds shall be raised and expended in accordance with a Budget which is to be

prepared annually by the Society Finance Committee in accordance with TAB Finance

Committee guidelines. General policy guidance for the Finance Committee relative to fees,

specific activity funding will be provided in the Society Policies.

206.6: Conduct of Business

The President and Officers shall conduct the Society affairs subject to the advice and consent of

the AdCom, except where other authorization is specified.

206.7: AdCom Meetings

AdCom meetings shall be held for the purpose of transacting business. Each member of the

AdCom shall be sent a notice of the time and place of such meeting at least 20 days prior to the

scheduled date of the meeting.

206.8: First Meeting of Year

Every effort shall be made to hold the first meeting at a sufficiently early date to prepare and

approve a budget for the following year and to ensure a smooth and early transition for new

AdCom Members, Officers and committee chairs.

207. STANDING COMMITTEES

207.1: Chairs and Composition

Standing Committee chairs shall be appointed by the Society President, with the advice and

consent of the AdCom. It will be discretionary with the Society President to appoint any part or

all of any standing committee, or to request the Vice President or Chair responsible for the

committee to appoint committee members. Standing Committee Chairs, unless AdCom

members will not have paid travel, except by special invitation requiring attendance at the

AdCom.

207.1.1: Term of Office

The terms of office of each committee Chair and members shall be for one year or until a

successor is appointed; unless a different term of office is designated by the AdCom.

207.2: Awards Committee

The Chair of the Awards Committee shall report to the Vice President Membership. This

committee develops and implements the Society’s recognition programs. The functions of this

committee are delineated in the policies section of the Operations Manual.

207.3: Chapters Committee

The Chair of the Chapters Committee shall report to the Vice President Membership. This

committee maintains contact with and develops Chapters of the Society.

207.4: Conferences Committee

The Vice President Conferences shall chair the Conferences Committee. The Conferences

Committee is responsible for all conference, symposia, and related activities. The functions of

the Conferences Committee shall be specified in the Society Procedures.

207.5: Fellows Committee

The Chair of the Fellows Committee shall be an IEEE Fellow and report to the Vice President

Membership. Members of the Fellows Committee must be Fellows. This committee identifies

potential IEEE Fellows and processes their applications according to the IEEE Fellows

committee. All activities of this committee are considered to be executive session.

207.6: Finance Committee

The President-Elect shall be the Chair of the Finance Committee. The Committee develops the

Society’s financial policy; prepares the annual budget in cooperation with the designated IEEE

financial organization; presents the budget for approval by the Society AdCom: recommends

income-producing projects; provides fiscal guidance to the Society, and regularly apprises the

Society AdCom regarding the financial status of projects. The Treasurer is an ex-officio voting

member of the Budget Committee.

207.7: N&A Committee

The Chair of the N&A Committee shall report to the President. This committee establishes

slates of candidates for Members-at-Large on the AdCom and for officers of the Society.

207.8: Public Relations Committee

The Chair of the Public Relations Committee shall report to the Vice President Membership.

This committee develops and implements the Society’s public awareness program.

207.9: Publications Committee

The Vice President Publications shall chair the Publications Committee. The Publications

Committee is responsible for periodical publications, and the society Web based content. The

functions of the Publications Committee shall be specified in the Society Policies.

207.10: Student Activities Committee

The chair of the Student Activities Committee shall report to the Vice President Membership.

This committee develops and implements the Society’s student activities and interfaces with

Student Branch Chapters.

207.11: Educational Activities Committee

The chair of the Educational Activities Committee shall report to the Vice President Education.

This committee develops and implements the Society’s education activities and interfaces with

the Conferences Committee with respect to educational tutorials and workshops as well as the

appropriate IEEE Educational Activities Board Committees.

207.12: Conflict-Resolution Committee

207.12.1: The AdCom shall establish, whenever needed, an ad hoc Conflict-Resolution

Committee (CRC), with experts added as appropriate; experts shall be chosen based upon

mediation experience and/or subject-area expertise, as necessary. Additional individuals may

be added for other relevant reasons, depending on the circumstances.

207.12.2: The CRC may be augmented with the agreement of all parties involved.

207.12.3: The CRC shall consist of more than one (1) person, and the makeup should

include at least one (1) person having subject-area experience, and, if available, at least one

(1) person with mediation experience or mediation or conflict-resolution training.

207.12.4: The time-frame, for resolution of the conflict, shall be specified in the procedure.

207.12.5: All members of the CRC should be non-conflicted (i.e., should have had no prior

involvement in the situation).

207.12.6: The process shall allow escalation to TAB and the IEEE if the issue cannot be

adequately resolved at the Society level.

207.12.7: All discussions and information shall be handled in a confidential manner.

207.12.8: The CRC shall provide a short confidential report documenting its findings to the

Executive Committee, less any Executive Committee members who are a party to the conflict.

207.12.9: Vacancies on the AdCom

Vacancies on the AdCom shall be filled by appointments for the unexpired terms by the

President and confirmed by majority vote of the AdCom.

207.12.10: Use of Roberts Rules of Order

Roberts Rules of Order (Latest Revision) shall govern the conduct of Society meetings on all

matters not otherwise specified in these Bylaws or the Constitution.

208. TECHNICAL COMMITTEES

208.1: Function

A technical committee, which may organize a sub-group if desired, functions in a specific

technical area with a scope approved by the AdCom.

208.2: Appointment

Members and officers of the technical committees shall be appointed by the Society President.

208.3: Operation

The operation of each technical committee shall be in accordance with its charter as stated in

the policies and procedures sections of the Operations Manual or other AdCom rules.