Bylaws

IEEE COUNCIL on RFID

(IEEE Council on Radio Frequency Identification)
BYLAWS

As approved by TAB  18 June 2021

Effective Date 2 July 2021

These Bylaws provide the supervision and management of Council affairs in accordance with the Council Constitution.  Amendments or additions are made by means of the procedures described in Article XI, Section 1, of the Constitution.

ARTICLE I – RULES OF ORDER

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

ARTICLE II -MEMBER SOCIETIES

Section 1. The Member Societies of the Council shall be as defined in the Council Constitution, Article III.

Section 2. Any Member Society unwilling or unable to continue to share responsibilities as defined in the Council Constitution may resign from the Council.  When a letter of resignation has been received by the Council Secretary, the resigning Society shall be dropped from the Council roll at the end of the calendar year.  Any former Member Society may later rejoin, without prejudice, on the same basis as any new applicant.

Section 3. Any IEEE Society that is not a member of the Council may send a non-voting liaison to attend for the purpose of establishing communication between the Council and the non-Member Society.

Section 4. It shall be the duty of each representative of a Member Society to participate in matters before the Council Administrative Committee (AdCom), and to keep their home Society informed about Council business and activities.

ARTICLE III – NOMINATIONS, ELECTIONS, AND APPOINTMENTS

Section 1. The Nominations and Appointments Committee shall be constituted per Article V Section 4 of these Bylaws.

Section 2. The Chairperson of the Nominations and Appointments Committee shall consult with each candidate prior to nomination to determine willingness to serve.

Section 3. The Nominations and Appointments Committee shall be guided in its selections by geographical distribution, past history, technical interest, and evidence of participation in Council activities.

Section 4. The Chairperson of the Nominations and Appointments Committee shall submit the Committee’s list of Officer candidates to the Council’s AdCom. The communication shall be done two weeks in advance by letter or email to all qualified voting members and representatives on the Council AdCom prior to the Annual Meeting. From the floor of the same meeting, or by email sent to the entire Council AdCom, the N&A Committee Chairperson may collect from officers and Society representatives additional nominations. A minimum of two candidates are required for all offices, unless a single candidate is approved by a⅔ vote by the AdCom.

Section 5. Election of officers shall be from those nominated as specified in these Bylaws. Elections shall be by secret ballot of the voting members. Elected officers will assume their position of office on January 1 of the following year.

Section 6. The AdCom shall elect the President-Elect, Vice President for Conferences, Vice President for Technical Activities, Vice President for Member Services, Vice President for Publications, Vice President for Finances, Secretary / Treasurer and Associate Vice Presidents. The role of Secretary/Treasurer is a single voting position.

Section 7. The term of office and eligibility for reappointment shall be as follows:

Past President (2 years)

President (2 years, non-renewable)

President-elect (2 years, non-renewable)

Vice President for Technical Activities (2 years, renewable once)

Vice President for Conferences (2 years, renewable once)

Vice President for Member Services (2 years, renewable once)

Vice President for Publications (2 years, renewable once)

Vice President for Finances (2 years, renewable once)

Secretary/Treasurer  (2 years, renewable once)

Associate Vice Presidents (2 years, renewable once)

At the completion of the term as Past-President,  the individual may be elected again as President-Elect after a two-year lapse of office.

 

Section 8. Unless otherwise allowed, eligibility for a particular office shall be restored after a lapse from that office of two years.

Section 9. If any Council office becomes vacant at any time during the term, and if the vacant office cannot be filled by logical succession of an existing Council officer as described in the Constitution and Bylaws, the voting representatives of the Member Societies shall appoint someone to fill the vacancy

Section 10. Elections shall be held for the office of President-elect, Vice President for Technical Activities, Vice President for Conferences, Vice President for Member Services, Vice President for Publications, Vice President for Finances, Secretary/Treasurer and Associate Vice Presidents. To be elected, a nominee must receive a majority of the votes cast. If no candidate receives a majority on a ballot, the name of the candidate receiving the smallest vote shall be withdrawn and a second ballot taken. This procedure shall be repeated until one candidate receives a majority vote .

The Council AdCom may hold contingent elections by regular mail or email if an elected officer fails to accept office, is disqualified by IEEE Headquarters, or the candidate fails to maintain both IEEE membership and sponsoring Society membership.  If at any point during the term of office, a vacancy occurs, elections may be held following procedures in Section 3 -4 of this Article.

Section 11. The President of the Council shall inform each successful candidate of their election and shall arrange for the transfer of responsibility. The name of each elected officer is reported to both the IEEE Vice President of Technical Activities, and IEEE TAB Managing Director.

Section 12. The term of office for Editors-in-Chief of the Council’s Periodicals is three (3) years, renewable once. Upon vacancy or an expiration of a term, the President may nominate a qualified individual to an Editor-in-Chief post upon consideration of the advice of the Vice President for Publications. Formal approval by the AdCom is required for all Council publications’ Editors-in-Chief.

Section 13.  Associate Vice-President positions (up to four) are nominated by the Nomination and Appointments Committee following the procedures in Sections 3 – 4.  These positions are approved by the ExCom and ratified by the AdCom.

Section 14. The President shall appoint the Chair of the Awards Committee. The appointment is approved by the ExCom and ratified by the AdCom. The Awards Committee is responsible for seeking nominations for all the Council Awards and future Distinguished Lecturers. The Awards Committee is also responsible for the ultimate selection of the Council Awardees and Distinguished Lecturers.

Section 15. Vote of no-confidence for any elected Officer position can be brought forward by a 2/3 majority of the AdCom voting members, resulting automatically in vacancy of the Office position. Upon a created vacancy in any Officer positions contingency nominations and elections shall be made, following procedures in this Article, Sections 2 through 15.

ARTICLE IV – OFFICER DESCRIPTION

Section 1. The duties of Officers, other than the President which are defined in the Constitution, and the Secretary/Treasurer and Vice President for Finances which are defined in subsequent sections, shall be as follows:

1. The President-Elect and Past-President shall assist the President in fulfilling all assigned duties; Theyshallassist with liaison activities to outside organizations including other IEEE organizational units and Societies. The President-elect shall fulfillsuch other functions as the Society President if the President is absent or incapacitated, The President-Elect shall maintain and submit annual strategic and operations plan and an annual report to the Society ExCom and AdCom.
2. The Vice President for Technical Activities shall provide direction for the Technical Activities of the Council, including but not limited to technical studies, standards, policies, guidance, and other products and services. With the approval of the Council AdCom, the Vice President for Technical Activities may sponsor subordinate technical committees.
3. The Vice President for Finance. The duties of the VP Finance are to establish a long range financial policy for the Society and to monitor and analyze its financial data. The VP shall prepare the annual Council budget, submit the budget to ExCom and AdCom for approval and submission to the IEEE, and shall report the financial status of the Council to AdCom. The VP Finance  shall act as the sole interface between the Council and IEEE on all financial matters. The VP Finance shall review each Conference, Workshop or Symposium Budget and Financial Report before it is submitted to AdCom for approval..
4. The Vice President for Conferences serves as Chair of the Meetings and Conferences Committee, and shall provide direction for all conferences, symposia and workshop activities of the Council, including but not limited to overseeing, coordinating, and monitoring the annual conferences, symposia and workshops of the Council and all conferences, symposia and workshops technically and/ or financially sponsored or co-sponsored by the Council.
5. The Vice President for Publications shall provide direction for all publication activities of the Council. This officer shall consider, with participation from the Publications Committee, the needs of the Council and shall propose to the AdCom the creation, cancellation, expansion, or contraction of the Council’s publications. They shall receive from the Editors-in-Chief of each Council sponsored publication recommendations related to policy matters such as the designation and development of special issues, recommendation for a change in the number of published pages, and the appointment of Associate Editors.
6. The Vice President for Member Services provides guidance and oversight for all member services which include, but not limited to Chapter creation, support and funding; management and promotion of the Distinguished Lecturers’s travels and presentation program; educational activities; and cooperation with both IEEE and non-IEEE entities.
7. The Associate Vice President positions support the VP Conferences, VP Memberships, VP Finance, and VP technical Activities.
8. The Secretary/Treasurer shall be responsible for all reports, petitions and records concerning the Council, keeping true and faithful minutes of all meetings of the Council, and shall prepare such reports as may be required by the Council, the IEEE Technical Activities Board, or the IEEE Executive Committee. The Secretary/Treasurer shall send out notices when instructed to do so by the President or in accordance with requirements of the Council Constitution or Bylaws. Copies of all meeting notices, minutes of meetings, and letter or bulletins sent and received during the previous two years shall be kept by the Secretary/Treasurer, except for those specifically assigned to the custody of others. The Secretary/Treasurer shall send archive copies to IEEE Headquarters. The Council may procure the services of an Executive or Administrative Assistant. The Assistant, if such is available, will assist the Secretary in the above duties. The Assistant, if such is available, will also support the President and other elected Officers in the performance of their official duties as may be needed or desired.

The Secretary/Treasurer shall manage the expense reporting process for the Council

The Secretary/Treasurer shall utilize the services of IEEE headquarters as bursar for all or part of the Council funds, as provided by the IEEE Bylaws and Statements of Policy.. Disbursements shall be made on the signature or instructions of the Secretary/Treasurer. If the Secretary/Treasurer is disabled or unable to perform their duty of office, the Vice President for Finances may make disbursements during this period of incapacity.

Section 2. Treasurer. The Council does not provide for a stand-alone Treasurer. The normal duties of the Treasurer are handled by the Secretary/Treasurer per Section 1.

Section 3. Budget for council operations are prepared by The Vice President for Finances Item line increases and modifications to the working budget below 1% of the overall budget shall require the ExCom majority vote. Item line changes and modifications to the working budget above this limit shall require the AdCom approval.

Section 4. No officer of the Council, member of the Council, or Editor shall receive, directly or indirectly, any honorarium, traveling expenses, compensation, or emolument from the Council unless authorized by Council AdCom, or as detailed within these Bylaws of the Council in a manner that conforms to IEEE policies and procedures.

ARTICLE V – STANDING COMMITTEES

Section 1. The Council may establish Standing Committees as deemed desirable. The Standing Committees of the Council may include the following. The recommended committees listed below are defined in detail within this section of the Bylaws.

• Meetings and Conferences Committee
• Publications Committee
• Finance Committee
• Technical Activities Committee
• Nominations and Appointments Committee
• Constitution and Bylaws Committee
• Fellows Evaluation Committee
• Fellows Identification Committee

Each Standing Committee shall have the power to create subcommittees of its own, in coordination with their respective Vice President, without the need for consent of its membership or by the Council AdCom.  Terms of service for members of these Committees are two years subject to one renewal.

Section 2. The Meetings & Conferences Committee shall be chaired by the Vice President for Conferences and shall consist of the Associate Vice President for Conferences, and two members appointed by Meetings and Conferences committee chair. The Meetings & Conferences Committee, with approval of the AdCom may plan, organize, and sponsor workshops, conferences technically or financially sponsored by the Council, and  other activities held in conjunction with Conferences of other societies. Meeting Chairs and locations shall be approved by ExCom.

Section 3. The Publications Committee shall consist of the Vice President for Publications (as Chair), the Editors of all the publications of the Council (as ex officio, voting members), and up to four additional members. This Committee shall establish publication policy subject to annual review by the Council AdCom. The Publications Committee shall assist the Editors of the Council’s Periodical(s) in the choice of special topics/issues.

Editors may designate associate editors, special guest editors, and manuscript reviewers in accordance with IEEE Policies.

Editorial expenses must be in accordance with an annual budget approved by the Council AdCom. Changes to the running budget can be made according to Article 6 Section 1..

Section 4. The formation of Nominations and Appointments (N&A) Committee shall follow the provisions of the Constitution, and appropriate Sections of these Bylaws.

1. The Chair of the N&A Committee shall be the immediate Past President of the Council. In the event of the incapacity or conflict of interest of the Chair, the most recent Past Chair of the N&A Committee available shall be the Chair of that respective N&A Committee. In the case of unavailability of both the above individuals,, the Council may appoint a different individual to the N&A Committee Chair position with ExCom’s majority approval. .
2. The N&A Committee Chair and its members shall not be eligible for election to the ExCom during their term of service
3. At least two-thirds of the voting members of each N&A Committee shall be appointed from current or prior AdCom members. The remaining members may be members of the Council’s member Societies.
4. A member of an 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 in which the nomination shall be made.

Section 5. The President appoints the chair of the Constitution and Bylaws Committee.

The Constitution and Bylaws Committee shall consist of a VP and one other member of the AdCom appointed by the President.  The functions of the Constitution and Bylaws Committee shall be to:

1. Maintain up-to-date copies of the Constitution and Bylaws and to make them available on the Council’s web site.
2. Ascertain that the Constitution and Bylaws are not in conflict with any requirements or rules of IEEE.
3. Recommend changes in the Constitution or Bylaws as necessary to conform to the development of the Council.

Section 6. The Finance Committee shall assist the Vice President for Finances in developing Council budgets, reviewing long-range fiscal planning, and suggesting new sources for income. The Finance Committee is chaired by the Vice President for Finances.  The committee shall be composed of Secretary /Treasurer and Associate VP Finance; additional members may be added with the agreement of the VP Finance and President.

Section 7. The Vice President for Technical Activities shall Chair the Technical Activities Committee and shall include the Associate Vice President for Technical Activities, and Chairs of all Council technical committees are members of the Technical Activities Committee.  The Chair is responsible for coordination of all technical and standards activities within the Council. The Committee is responsible for working with the IEEE Standards Association, member Societies, and appropriate Technical Committees or subcommittees to address the technical needs of the Council within its Field of Interest; identify the need for recommending new or updates to an IEEE standard; and generally assist with technical content of the Council’s Conferences, Symposia and Workshops as needed and appropriate..

Section 8. A Young Professionals representative shall be appointed by the President to engage with Young Professionals activities at IEEE and assist in furthering the needs of Young Professionals with an interest in the Council’s Field of Interest. The term Young Professional is as defined by IEEE.

Section 9. In accordance with the policies outlines in the IEEE Fellows Committee Operations Manual, the President shall appoint a Fellows Evaluation Chair to lead the evaluation of all Fellows candidates who are assigned to the Council for evaluation by their nominator. The Fellows Evaluation Chair shall select from the IEEE-provided list of available Fellows additional members to assist with the evaluation. A minimum of 5 Fellows on the evaluation committee is recommended. Fellows eligible to serve on the Council’s Fellows Evaluation Committee shall be IEEE Fellows of any of the  member Societies.

ARTICLE VI – FINANCES

Section 1. The Vice President for Finances shall submit a proposed Council budget for the ensuing year in accordance with IEEE budget development guidelines. When approved by the Council AdCom and TAB Finance Committee, this budget shall become the working budget for the following year. This approved budget will constitute authorization to the Vice President for Finances to disburse funds in amounts not to exceed any budgeted item.

The Vice President for Finances shall be responsible for forwarding to IEEE Headquarters the approved budget, and IEEE Headquarters will be thereby be authorized to disburse funds in accordance with instructions from the Vice President for Finances.

The Vice President for Finances shall obtain a financial statement of receipts, expenditures, and balances from IEEE Headquarters at least twice yearly, and shall distribute copies of this statement to members of the Council AdCom.

The Vice President for Finances with ExCom approval may reallocate up to 5% of the annual budget, based on arising and time-sensitive needs.

Section 2. Financial support for the Council shall be derived from member Society dues, the sale of the Council sponsored periodicals, books, conference proceedings, workshops and tutorial notes, magazine, IEEE Press publications, other media not identified within this section, from its share of any surplus from Council-sponsored Conferences as well as other sources as allowed by IEEE.

Section 3. Annual Dues for member Societies shall be established by the AdCom. All member Societies must complete a Memorandum of Understanding per IEEE format which shall include the established dues amount.

Section 4. Under certain circumstances of exceptionally robust surplus, or loss, a portion of the Council’s annual surplus, or loss, may be paid to, or assessed from, member Societies upon vote of the ExCom and ratification by AdCom.

Section 5. All Council conferences and symposia shall use IEEE Concentration Banking, except for countries where such is impractical or not feasible. The Treasurer of any Council sponsored conference or Symposium is authorized to open an IEEE Concentration Banking account in the Conference’s name, to be used for the deposit and disbursement of funds related to the Conference. The Secretary/Treasurer, or alternately the Vice President for Finances shall be a signatory on any bank accounts opened by a meeting or conference sponsored by the Council.

Section 6. The Council may raise revenues by other means provided such means are consistent with applicable IEEE rules and regulations and are within the approved Council’s Field of Interest. The Council must receive an opinion from IEEE that any revenue not explicitly covered by IEEE Statements of Policy does not conflict with IEEE policy before being received by the Council.

ARTICLE VII – COUNCIL MEETINGS

Section 1. The Secretary/Treasurer shall announce to the members of the Council AdCom, all Chairpersons of Standing and AdHocCommittees, and appropriate guests the time, place, and agenda of all meetings of the Council AdCom, as appropriate, at least five(5) days in advance of the meeting by email or other appropriate electronic transmission.

Under extraordinary circumstances and upon approval of the ExCom, AdCom special meetings can be held remotely (via conference calls), with at least 24 hours notice.

Section 2. A roll call shall be made at the beginning of each Council AdCom and ExCom meeting. At the beginning of each meeting, the Secretary/Treasurer shall record the names of those present and announce whether a quorum exists.

Section 3. The Secretary/Treasurer shall transmit in writing within twenty (20) days of their adoption all motions, directives, or orders of the Council to the Council membership. The Secretary shall also transmit a copy of the Minutes of the Council AdCom, ExCom to all Officers, members of the Council AdCom, chairpersons of standing and special committees, as appropriateand to the secretary of the IEEE Technical Activities Board within thirty days of the meeting.

Section 4.  The Chairpersons of Standing Committees, who are not voting members of AdCom, shall be invited to attend all meetings of the Council AdCom.

Section 5.  In-person meetings of the Council AdCom may be canceled by the President not less than fourteen (14) days before the original date of the meeting, or the new date set for the rescheduled meeting, whichever is earlier. Such cancellation shall be made in email to all Council members. Exceptions may be made for extenuating circumstances.

Section 6. At least one annual AdCom meeting should be held at international or regional technical meetings, conference or conventions  fully or partially sponsored by the Council.  These AdCom meetings shall alternate between US and International locations as appropriate.

 

 

ARTICLE VIII – ELECTRONIC VOTING PROCEDURES

Electronic voting is intended to complement the regularly scheduled AdCom/ExCom meetings, not to replace meetings. Electronic voting may be used for resolving issues that were not decided in a regular AdCom/ExCom meeting along with time sensitive issues that may occur between regular AdCom/ExCom meetings and for which the President deems too vital to wait for the next AdCom/ExCom meeting.

Section 1. Electronic transmission’ means any form of electronic communication, such as email or teleconference. Electronic transmission does not involve the physical transmission of paper. Although physical paper allows for a written record that can be retrieved and reviewed by anyone, the Secretary of the Council must document all forms of discussion, either electronically or teleconference and transmit minutes of the discussion to all members of the AdCom/ExCom as well as placed in the records of the Council.

Section 2. Motions may be presented to the AdCom/ExCom electronically by any member of the AdCom/ExCom. Motions must follow the same procedures as motions made during regular AdCom/ExCom meetings.  The proposed motion, with a second, must be directed to the President for consideration. The motion and second can be performed electronically with both the motion and second made public to all members of AdCom/ExCom.

The motion must contain the rationale, pros and cons, cost analysis, and reason for expediting the vote by electronic means. The Council President may choose to defer the proposed motion to the next scheduled meeting of the Council AdCom/ExCom, should he/she deem the proposed motion not critical or urgent. The time allowed for discussion shall be at the discretion of the President but shall not exceed thirty (30) calendar days. Responses shall be in accordance with instructions presented with the motion.  Upon completion of the discussion period, the President shall call for a vote. The time period to vote shall be no greater than two weeks or at the discretion of the President. The votes must be sent electronically to both the Secretary and President. The Secretary will report the results of the vote when a majority decision has been reached.

The motion for Electronic voting will be considered as decided when all AdCom/ExCom members eligible to vote have voted, when the allotted time for discussion has expired, or when one of these twoconditions has been met:

• If more than 50% of the eligible voters vote YES, the motion carries.
• If more than 50% of the eligible voters vote NO, the motion is defeated.

For Committees, the same procedure is to be followed with the exceptions that the Chair of the Committee acts for the Committee, as does the Council President for the Council.  Responses must be made to the Committee Chair, who will tabulate and present the results to all Committee members. The Committee Chair will be responsible for submitting the results of electronic voting to the appropriate Vice President, as well as including the results in the official minutes of the Committee.

ARTICLE IX – AMENDMENTS

Section 1. Amendments to these Bylaws may be made in accordance with Article X, Section 1 of the Constitution.