EMC Society Governance

The following amendments to the EMC Society bylaws were approved by the EMC Society Board of Directors as its meetings held during 2009. These amendments were approved by the IEEE and will become effective after this Newsletter Notice has been distributed to the membership.

Policy to Allow for both Paper and Online/
Electronic Balloting During Annual Board
of Directors Election Cycle
Institute a revision in our Constitution and Bylaws (C&BL) that expands the balloting process, as follows:

  • 4.6 On or before 15 August, IEEE Headquarters will send an email ballot request or mail paper ballots to Society members, with the request that the ballots be submitted or returned to IEEE Headquarters by 1 October. EMC Society Members who have an IEEE web account will be notified by the IEEE to use the online voting system, whereas members who do not have a web account, Internet access or who have previously indicated that paper ballots are preferred, will be notified by paper ballot and cover letter. The official ballot and cover letter (online or paper medium) of the final nominations package shall advise voters to “VOTE FOR NO MORE THAN SIX“candidates from the approved slate of nominees.
  • 4.7 IEEE Headquarters will count the online and paper ballots returned, and by 15 October notify all nominees and the Board of Director officers the results of the election, with term of office to be effective 1 January of the following year.

Creation of a GOLD Representative
Position on the Board of Directors
Institute a new policy in our C&BL that covers the process for appointment, term of services and charter of activity of a GOLD Coordinator on the Board of Directors, as follows:

Section 17: GOLD Coordinator
Appointment and Participation
A GOLD (Graduate of the Last Decade) Representative [Defined in IEEE Member & Geographic Activities Manual, Section 4.7] shall be appointed by the President with a majority approval vote of the Board of Directors at the last Board meeting of the year prior to the commencement of his/her term as the ruling President effective 1 January. The term of this appointment shall be for three (3) years beginning 1 January (consistent with the term limits for elected Board of Directors Members-at-Large), extendable for a maximum of one (1) additional term contingent on the appointee meeting the requirements of GOLD status during his/her term of service on the Board. The VP of Member Services shall be responsible for seeking and nominating or recommending to the President qualified EMC Society volunteers who are willing to serve as a GOLD Coordinator. The GOLD Representative, if not an Elected Member of the Board of Directors (Director-at-Large), shall have the status of an Ex-Officio (non-voting) member during his or her tenure in that office. The GOLD Coordinator shall not be counted as part of the quorum.

Creation of a GOLD Representative
Position on the Board of Directors
The charter of activities for the GOLD Coordinator shall include, but not be limited to:

  • Bringing motions to the floor at Board of Directors meetings and having all discussion privileges in matters before the Board of Directors, except that no vote shall be cast. The GOLD Coordinator shall not be included in a quorum count.
  • Serving on or chairing standing and ad hoc committees.
  • Leading committees or teams focusing on engaging young volunteers at the student branch and chapter levels to participate in EMC Society activities.
  • Undertaking Board special projects and problem solving studies.
  • Implementing ideas and organizing conferences.
  • Editing and contributing to newsletters.
    Also, renumber Sections 15 and 16 to 16 and 17, respectively.

Remove Term Limits for
Secretary & Treasurer Positions
Move to modify the following policy statement in our C&BL which states:
     5.1 Term of Office: The term of office for the President shall be two calendar years immediately following a one-year term as President-elect. The President shall not be eligible for re-election to President-elect until a lapse of three years. The Vice-Presidents shall be limited to a two-year term, renewable twice. However, if circumstances warrant, the term limit may be waived on an individual basis by a two-thirds vote of the Board of Directors. Term limits shall not apply to the Secretary and Treasurer positions. The Secretary and Treasurer shall be elected based on a majority approval vote of the Board of Directors at the last Board meeting of the year prior to the commencement of his/her term as the ruling President effective 1 January. The Secretary and Treasurer will occupy those respective offices for the succeeding two years. It is of benefit to the Society that both the Secretary and the Treasurer be encouraged to serve at the request of the Board of Directors for a minimum of two terms in order that the expertise developed by these officers is not lost to the Society by early replacement. All officers shall continue to serve until their successors take office.

Modifications on EMC Society ExCom
Operations & Openness of its Meetings
Add Section 11.1 to the EMC Society Bylaws as follows:
     11.1 The ExCom shall make such rules and regulations as from time to time it may deem proper for its own Governance and for the duly authorized transaction of business of the Society (including policies for operations and openness of its meetings), as documented in the Society’s Operations, Policy and Procedure Manual.
     Add Sections 8.3.1 & 8.3.2 to the EMC Society Ops, Policy & Procedures Manual as follows:

8.3.1 ExCom Operations
The ExCom shall make such rules and regulations as from time to time it may deem proper for its own Governance and for the duly authorized transaction of business of the Society. In particular, the ExCom specifically will:
          a. act for the Board of Directors in urgent situations where time is not available to call a special electronic meeting of the Board of Directors and subject to the limitations of the subparagraphs below; and
          b. assist the President, as necessary. The Board may, by a majority of the votes cast at any meeting, overrule any act or decision of the ExCom. The Board may direct any plan or action of the ExCom.

8.3.2 ExCom Meetings and Openness
The ExCom shall meet at the call of the President or upon the request of any three (3) Members of the ExCom or any five (5) Members of the Board to conduct business by telephone communication and balloting. The ExCom shall meet in conjunction with the Board meetings, and as often as otherwise required to properly conduct the duly authorized business of the Society. Board Members are welcome to attend and participate in ExCom meetings, but cannot vote. ExCom may hold all or a portion of any of its meetings in the form of an Executive Session. An Executive Session is a question of privilege, and therefore is adopted by a majority vote of only the ExCom members. Only members, special invitees, and such employees or staff members as ExCom or its rules may determine to be necessary shall be allowed to remain. Members of the Board not members of the ExCom, and sometimes non-members, may be invited by the Chair to attend, as necessary, but they are not entitled to attend. However, in any matters involving individual actions or behavior, the individual(s) involved shall be entitled to attend and participate in such discussions and to provide a defense if desired. When the ExCom meets in an Executive Session that will be indicated in the meeting agenda as approved. If such a session is required to be ad-hoc, it shall require approval by the ExCom as early as possible in the course of the meeting, based on justification provided. The agendas and minutes of all ExCom meetings shall be provided to all Members of the Board when the agenda and minutes of the Board of Directors meeting are distributed, respectively. Items discussed in an ExCom Executive Session, due to their sensitive (e.g., personal or private) nature, shall not be included in the ExCom agenda and minutes which are released to the Board of Directors. Executive Session minutes shall be taken, but shall be maintained separately. Such minutes are for ExCom review and use only, but may be requested by any person who is the direct subject of an ExCom Executive Session action covered by these minutes. Such requests may only be denied by a 2/3 vote of the entire ExCom.  If the request is denied, the requestor will be provided all reasons for such denial.                                              EMC



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