These Bylaws provide detailed guidance for the supervision and management of Council affairs, in accordance with the Council Constitution. Amendments or additions may be made by means of the procedures described in Article XI, Section 2, of the Constitution.
ARTICLE I – RULES OF ORDER
Section 1. In all matters not covered by the Constitution, Bylaws, and Rules, the Council shall be governed by the latest edition of Robert’s Rules of Order as amended by the Administrative Committee (AdCom).
ARTICLE II – MEMBER SOCIETIES
Section 1. The Member Societies of the Council shall be those formally admitted by the IEEE Technical Activities Board in accordance with the Council Constitution. A current listing of Member Societies will be maintained by the TAB Secretary at IEEE Headquarters.
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.
ARTICLE III – NOMINATIONS, ELECTIONS, AND APPOINTMENTS
Section 1. The Nominations and Appointments Committee, which is a Standing Committee of the Council, shall consist of a Chairperson and four other members. At least one shall not be a current Council AdCom member but shall belong to at least one Member Society. The Immediate Past-President shall be the Chair of the Nominations and Appointments Committee. Other officers of the Council may not serve on the Nominations and Appointments Committee nor be members ex-officio. Chairs shall not be eligible to be elected to the AdCom during their term of service. At least two-thirds of the voting members of the N&A Committee shall be elected or appointed by the AdCom. 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 of the year in which the nomination shall be made.
Section 2. The Chairperson of the Nominations and Appointments Committee shall consult with each candidate prior to nomination to determine willingness to serve if elected.
Section 3. The Nominations and Appointments Committee shall be guided in its selections by the principles of efficiency, geographical distribution, past history, and technical interest.
Section 4. The Chairperson of the Nominations and Appointments Committee shall submit the Committee Report to the Council AdCom at the beginning of its first AdCom Meeting in a given year, or with the approval of the Council President, by letter or email to all qualified voting officers and representatives on the Council AdCom prior to the first AdCom Meeting in a given year. From the floor of the same meeting or by letters or email mailed to the entire Council AdCom, any group of six AdCom members may propose a candidate in addition to the candidates proposed by the N&A committee.
Section 5. The names of any candidates of the Council who are not eligible under the Constitution or Bylaws shall be withdrawn by the President of the Council.
Section 6. Election of the officers, whenever a vacancy exists, shall be from nominees as specified in these Bylaws, Article III, Sections 2, 3, 4, and 5. Elections shall be by secret ballot of the voting members of the Council AdCom. Nominations must be made by the voting AdCom members.
Section 7. The AdCom shall elect the President-Elect, the Vice President for Technical Operations, the Vice President for Conferences, the Vice President for Publications, and the Vice President for Finances from among nominees who have served the MEMS Council or one of its member societies, as a member of the administrative committee or board of governors, publications committee, editorial board, conferences/meetings committee or conference organizing committee.
Section 8. The terms of office for the Officers of the Council and their eligibility for re-election shall be:
- the President-elect (2-year term, odd year election, nonrenewable)
- the President (2-year term nonrenewable)
- the Immediate Past-President (2-year term nonrenewable)
- the Senior Past-President (2-year term nonrenewable)
- the Vice-President for Technical Operations (2-year term, odd year election, renewable once)
- the Vice-President for Conferences (2-year term, odd year election, renewable once)
- the Vice-President for Publications (2-year term, even year election, renewable once)
- and the Vice President for Finances (2-year term, even year election, renewable once)
Eligibility for a particular office shall be restored after a lapse from that office of one year. The President-elect, Vice President for Technical Operations, and Vice President for Conferences will be elected to begin their terms in even numbered years while the Vice President for Publications and Vice President for Finances will be elected to begin their terms in odd numbered years. Following 2 years as President-Elect, the elected individual will take the office of President for 2 years, Immediate Past-President for the next 2 years, and Senior Past-President for the next 2 years.
Section 9. If any Council office becomes vacant at any time during the year, and if the vacant office cannot be filled by logical succession of an existing Council officer as described in the Constitution and Bylaws, the Council will promptly hold an election to fill the existing vacancy.
Section 10. As needed, elections shall be held separately for the offices of President-elect, Vice President for Conferences, Vice President for Technical Operations, Vice President for Publications, and Vice President for Finances, in that order. To be elected, a nominee must receive a majority of the proper 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 to be effective if an elected officer fails to accept office, is disapproved by IEEE Headquarters because there has been some irregularity in the nominations and election procedures, or has failed to maintain IEEE membership and Society membership.
Section 11. The President of the Council shall inform each successful candidate of his election and shall arrange for the transfer of responsibility. The name of each elected officer shall be reported to the Chairman and Secretary of the IEEE Technical Activities Board.
Section 12. The terms of office for the Editors of the Council’s Periodicals are each to be for three years, renewable once. Upon a vacancy or an expiration of a term, the President may appoint a qualified individual to an Editor post, with the advice of the Nominations and Appointments Committee and of the Vice President for Publications, and with the Consent of AdCom. No Editor may serve more than six years in the same post.
Section 13. Senior Members-at-Large: This category of AdCom membership is reserved for AdCom Members or others who have exhibited extraordinary service and leadership in Council activities by meeting the following criteria:
- Has served the Council in some elected or appointed capacity for a minimum of 6 years, and
- Is a member of a Member Society of the Council
They have all the rights and privileges of Members-at-Large. Their election is by majority vote of the council. The maximum number of Members-at-Large shall not exceed 25% of the number of member societies.
Section 14. The term of the Member-at-Large is two years and will be elected to this position by vote of the MEMS Broader Community, which comprises people who have signed up by online application to participate in MEMS Council activities. A Member-at-Large is to serve no more than two consecutive terms. The maximum number of Members-at-Large shall not exceed 50% of the number of member societies. One half the number of Members-at Large are to be elected in even years and the remaining seats are elected in odd years.
Section 15. If there are more than four nominations for a position, the N&A Committee shall propose no more than four candidates to the AdCom.
ARTICLE IV – STANDING COMMITTEES
Section 1. The Standing Committees shall include the following: *** might want individual ones for each conference ***
- Meetings Committee
- Publications Committee
- Nominations and Appointments Committee
- Constitution and Bylaws Committee
- Fellows Committee
- Finance Committee
- Awards Committee
- Standards Committee
- Member Society Relations Committee
- Strategic and Operational Plans Committee
- Industry Liaison Committee
- Publicity Committee
- Educational Activities Committee
- Distinguished Lecturers Committee
Section 2. The Council may establish such additional Standing Committees as may be deemed desirable. Regional Interest Groups may also be established. Unless specified otherwise in these Bylaws, the Chairs of Standing Committees and Regional Interest Groups shall be appointed by the President, with the advice and consent of the AdCom.
Section 3. Each Standing Committee shall have the power to create subcommittees of its own selection.
Section 4. The organization of each Conference or Technical Meeting sponsored by the Council shall include a Steering Committee and a Technical Program Committee whose Chairperson shall be appointed by the President upon the recommendation of the Meetings Committee and with the advice and consent of the Council AdCom. The individual members of the respective committees should be appointed by the above officials. The Meetings Committee, with approval of the Council, may plan, organize and sponsor other activities held in conjunction with Conferences of other societies. The Meetings Committee shall be chaired by the Vice President for Conferences.
Section 5. The Publications Committee shall be composed of the Vice President for Publications (as Chair), the Editors of all the publications of the Council (as ex officio, voting members), and at least 4 additional members who are or have been members of the Council’s Administrative Committee. This Committee shall establish publication policy subject to annual review by the Council. It shall assist the appropriate Editors of Council Periodicals in the choice of special topics and in guiding and planning all Publications.
Editors may designate associate editors, special guest editors, and manuscript reviewers, doing so in accordance with general IEEE statements of Policy.
Editorial expenses must be in accordance with an annual budget approved by the Council. Editors may authorize publication expenses, but shall be responsible for adherence to the publication budget.
Section 6. The Nominations and Appointments Committee shall be appointed by the President of the Council in accordance with the provisions of the Constitution and Article III, Section 1, of these Bylaws. It shall have the duties described in Article III, Sections 1, 2, 3, 4, of these Bylaws. The Chairperson of the Nominations and Appointments Committee shall be the Immediate Past-President of the Council.
Section 7. The Secretary of the Council shall serve as the Chairperson of the Constitution and Bylaws Committee. Additional members may be appointed by the President upon request of the Council’s AdCom.
The functions of the Constitution and Bylaws Committee will be to:
- Maintain up-to-date copies of the Constitution and Bylaws and make them available on the Council’s Web Site.
- Ascertain that the Constitution and Bylaws are not in conflict with any requirements or rules of IEEE Headquarters.
- Recommend changes in the Constitution or Bylaws as necessary to conform to the development of the Council or to changes by IEEE Headquarters.
- The Chairperson of the Constitution and Bylaws Committee shall serve as Parliamentarian and Consultant on Procedural matters at meetings of the Council AdCom.
Section 8. 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 shall be Chaired by the Vice President for Finances.
Section 9. The Member Society Relations Committee shall assist the President in maintaining the liaison activities of the Council. This Committee shall be chaired by the Immediate Past-President.
Section 10. The Standards Committee shall be responsible for the implementation of the IEEE standard process. The Standards Committee shall work closely with the Vice President for Technical Operations and the technical committees to identify the need for specific standards and to develop those standards in accordance with the IEEE standards process. The Officers of the Standards Committee will be elected for two-year terms by the Council’s AdCom, following the procedures established in these Bylaws, Article III, Section 6.
Section 11. The Industry Liaison Committee initiates and coordinates all activities of the Council devoted to MEMS industry companies and professionals. The Committee collaborates with other Council Committees as appropriate, such as Publications, Meetings, Finance, Awards, and Member Society Relations. The Committee consists of the Co-Chairs of the Industry Tracks of past and future conferences, and other members nominated by the Council’s AdCom. All appointments are made by the Council President with the consent of the Council’s Executive Committee. The Council’s President-Elect, President, Immediate Past President, and Senior Past President are ex-officio members of this committee. The terms of office shall be three years to allow the members to contribute to the annual conference on three different continents. Terms are renewable once. The Chair and Vice Chair are elected by the members of the Committee for a one-year term. The election will be conducted by the Council’s N&A Committee and will take place electronically after the end of the MEMS Conference. Officers can be re-elected multiple times with the restriction that they must be members in good standing of the Committee during their term of the office. The meetings of this committee are conducted electronically with support of the Council’s Executive Assistant.
ARTICLE V – 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 and the TAB, 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 the 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 Headquarters will be thereby authorized to disburse the 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 all members of the Council AdCom. The Vice President for Finances shall also keep a running account of commitments to date.
Section 2. Financial support for the Council shall be derived from the income from sales of the Council Periodicals, Books, and IEEE Press publications, and from its share of any surplus from the Council sponsored Conferences.
Section 3. The Treasurer of Council-sponsored Conferences is authorized to open an account in the Conference’s name, to be used for the deposit and disbursement of funds related to the Conference. The Council 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 bonding, all of which must be in accordance with IEEE policies and procedures. The Vice President of Finances shall be a signatory on any bank accounts opened by a meeting or conference sponsored by the Council.
ARTICLE VI – COUNCIL MEETINGS
Section 1. The Secretary shall announce to the members of the Council AdCom, all Chairpersons of Standing and Special Committees and appropriate guests of the time, place, and agenda of all meetings of the Council AdCom at least twenty days in advance of the meeting or by first class mail or email at least twenty-five days in advance of the meeting.
Section 2. A roll call shall be made at the beginning of each Council AdCom meeting. The Secretary shall record the names of those present and announce whether a quorum exists.
Section 3. The Secretary shall transmit in writing within ten days of their adoption all motions, directives, or orders of the Council to the persons affected. The Secretary shall transmit a copy of the minutes of the Council AdCom to the officers, members of the Council AdCom, Chairpersons of the Standing and Special Committees, and to the Secretary of the IEEE Technical Activities Board within thirty days of the meeting. As soon after January 1st as practicable, the Secretary shall provide a directory listing the names and address of all the above-mentioned people to each person named therein.
Section 4. The Chairpersons of all Standing Committees who are not voting members of AdCom shall be invited to attend all meetings of the Council AdCom as guests and advisors.
Section 5. Meetings of the Council AdCom may be canceled only by consent of a majority of all the members of the Council 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 Council AdCom members by electronic mail not less than ten days before the original or the new date, whichever is earlier.
Section 6. Meetings of the Council AdCom may be held at international or regional technical meetings or conventions of the IEEE, jointly with a Section, separately, or jointly with another society, whenever such a meeting is deemed desirable by the Council.
