Following is the proposed IEEE Constitution restated without edits.
IEEE Constitution
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I – NAME, PURPOSE AND TERRITORY
II – BYLAWS
III – MEMBERSHIP
IV – IEEE ASSEMBLY
V – IEEE BOARD OF DIRECTORS
ARTICLE I – NAME, PURPOSE AND
TERRITORY
Sec. 1. The name of the corporation is
The Institute of Electrical and Electronics
Engineers, Incorporated, hereinafter
called IEEE.
Sec. 2. IEEE is a volunteer-led
international scientific and educational
organization 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. The means to this end include,
but are not limited to, the holding of
scientific meetings, the publication and
circulation of works of literature, and any
other activities proper for the fulfillment of
such objectives.
IEEE is also dedicated to serve both
professional and public interests as
anticipated and limited by the Certificate
of Incorporation, and the advancement of
the standing and ethical conduct of the
members of the professions it serves.
IEEE shall strive to enhance the quality of
life for all people 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
global and the territory in which it
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VI – CORPORATE OFFICERS
VII – VACANCIES
VIII – NOMINATIONS AND ELECTIONS
IX – AMENDMENTS
operates is the entire world. 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
these activities shall be specified in the
Bylaws, policies and operating manuals of
IEEE.
ARTICLE II – BYLAWS
Sec. 1. Bylaws shall be established as
hereinafter set forth, for the regulation
and management of the affairs of IEEE.
The term "Bylaws" as used in this
Constitution refers only to the IEEE
Bylaws.
Sec. 2. Proposed Bylaw changes and
reasons therefor shall be sent to all
Directors in advance of the stipulated
meeting of the Board of Directors at which
the vote shall be taken. The votes of twothirds of the Directors 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 organization shall have
members who wish to associate with one
another and IEEE to promote and embrace
the purposes of the organization. The
Bylaws shall further define membership.
Sec. 2. The term "member" where used
in this Constitution includes all grades of
membership.
Sec. 3. The term "voting member" as
used in this Constitution means those
members holding grades of membership
having voting privileges as specified in the
Bylaws. Voting privileges shall include but
shall not be limited to the right to elect
Delegates to the Assembly, Directors to
the Board of Directors, and Corporate
Officers as defined in Article VI.
Sec. 4. The Board of Directors may
authorize the establishment of groups of
members for promoting the objectives and
interests of IEEE. The Board of Directors
may terminate the existence of any such
group. The Bylaws shall provide
specifications and operating rules for any
group that may be established.
ARTICLE IV – IEEE ASSEMBLY
Sec. 1. The Assembly shall be the body
that represents, and shall act on behalf of,
the members. It shall be composed of
Delegates who shall receive reports and
perform such functions as required by law
or as specified in the Bylaws, including the
election of those Corporate Officers who
are not elected directly by the members.
Sec. 2. There shall be a minimum of nine
Delegates, all of whom shall be members
in good standing, and all of whom shall be
elected directly by the voting members.
The number of Delegates, term of office,
the method of election, and additional
eligibility requirements shall be specified
in the Bylaws.
Sec. 3. The President shall preside at
meetings of the Assembly.
ARTICLE V – IEEE BOARD OF DIRECTORS
Sec. 1. The Board of Directors shall be
the governing body of IEEE.
Sec. 2. The President shall preside at
meetings of the Board.
Sec. 3. The number of Directors, term of
office, and the method of election or
appointment, and eligibility requirements,
shall be specified in the Bylaws.
Sec. 4. The Board of Directors may
designate or appoint one or more
Committees and Boards, which shall have
such powers as the Board of Directors
may confer upon them from time to time.
Sec. 5. Stewardship and fiduciary duty for
IEEE shall be the responsibility of the
Board of Directors.
ARTICLE VI – CORPORATE OFFICERS
Sec. 1. The Corporate Officers of IEEE
shall be the President, the President-Elect,
the Past President, the Secretary, the
Treasurer, and other officers designated
as Corporate Officers as specified in the
Bylaws. The Corporate Officers shall be
elected in accordance with the procedures
as specified in the Bylaws.
Sec. 2. The voting members shall elect
the President. By virtue of such election,
the President shall also be a Delegate and
a Director for a period of three years.
Following the term of one year as
President-Elect, the holder of that office
shall serve as President and, in the third
year, shall serve as Past President. After
completion of the term of service as
President, individuals shall be ineligible to
serve again as President except to fill a
vacancy as specified in the Bylaws.
Sec. 3. The President shall be the Chief
Executive Officer of IEEE, shall be an ex
officio member of every Board and
Committee, and shall perform such tasks
as may be specified in the Bylaws.
Sec. 4. Additional duties and
responsibilities of the Corporate Officers
shall be specified in the Bylaws or by
resolution of the Board of Directors.
ARTICLE VII – VACANCIES
Sec. 1. The existence of a vacancy on the
Board of Directors, on the Assembly, 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, on the Assembly, or among the
Corporate Officers shall be filled in
accordance with the Bylaws.
ARTICLE VIII – NOMINATIONS AND
ELECTIONS
Sec. 1. The Board of Directors shall
publish annually to all voting members a
list of nominees for Directors, Delegates,
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.
Sec. 2. The method of making
nominations, the schedule for elections,
including alternate means of nomination
by individual voting members, and related
procedures shall be specified in the
Bylaws.
Sec. 3. For elective offices of 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.
Sec 4. If Officers and Officers-elect are
changed in status or the number of
Delegates or Directors is reduced, each
Officer, Officer-elect, Delegate, Delegateelect, Director, and Director-elect shall
continue to serve until the term to which
that person was elected or appointed
expires.
ARTICLE IX – AMENDMENTS
Sec. 1. Amendments to this Constitution
shall only be made by approval of voting
members. Details of the conduct of voting
shall be in the Bylaws. The number of
affirmative votes required to approve such
an amendment shall be no less than twothirds of the total number of votes cast on
the amendment. Members shall be
notified of the outcome as soon as
practical after the vote.
Sec. 2. Amendments may be proposed by
the Board of Directors or by petition. A
resolution adopted by vote of at least twothirds 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. A copy of
such proposed amendment or
amendments, if lawful, shall be distributed
to each voting member at least forty-five
days before the date designated for
counting the votes.
Sec. 3. Unless specified otherwise in an
approved amendment or required by
statute, amendments to this Constitution
shall take effect as soon as practical but
no later than thirty days after adoption.