Proposed Constitution Amendment Highlights of the Changes Larry Hamerman 17 June 2015 6/22/2019

Voting Facts Higher Grade US members vote for: President and President Elect Region Directors Division Directors (if a Society member) President and President Elect of IEEE-USA Constitution Amendments Elected Board of Directors and elected officers (the Assembly) vote for Non-elected officers/Directors – Treasurer, Secretary, VPs; MGA, SA, TAB, Pubs, EAB, All Board of Directors, including non-elected, vote for: Bylaw changes Budgets, creation of committees and other admin issues Approval of Policy and Procedures (usually developed by staff) 6/22/2019

Highlights of the Changes by Article ARTICLE I - NAME, PURPOSE AND TERRITORY Removes clear statement of purposes … scientific and educational, directed toward the advancement of the theory and practice of electrical, electronics, communications and computer engineering, …. …professional, directed toward the advancement of the standing of the members of the professions it serves….   Replaces “Its purposes are” with IEEE is a volunteer-led international” Removes a significant prohibition: Eliminates “The IEEE shall not engage in collective bargaining on such matters as salaries, wages, benefits, and working conditions, customarily dealt with by labor unions” 6/22/2019

Highlights of the Changes by Article ARTICLE II – BYLAWS Bylaws … established for purposes of governing the operations and administration of the IEEE replaced by the regulation and management of the affairs of the IEEE   Removes 20day advance notice Proposed Bylaw changes …. shall be sent to all IEEE Directors at least twenty days before in advance … meeting of the Board of Directors 6/22/2019

Highlights of the Changes by Article ARTICLE III – MEMBERSHIP Eliminates requirement for membership grades, qualification for membership,…definition specification. Eliminates voting requirement of “Member or above” ARTICLE IV – DUES AND FEES Removes requirement to define dues and fees in the Bylaws Eliminates waiving of dues and fee in exceptional circumstances.   ARTICLE V - GROUPS OF MEMBERS No change, except that it becomes part of ARTICLE III – MEMBERSHIP   Eliminates rule for continuation of BoD should elections be d 6/22/2019

Highlights of the Changes by Article ARTICLE VI - DELEGATES AND DIRECTORS Entire Article is deleted This eliminates the definition of Delegates at Large and Directors at Large Removes the requirement to have Regions and Divisions as well as Regional and Division Directors as well as definition of their terms of office and who elects them. Eliminates rule for continuation of BoD should elections be delayed   ARTICLE VII – PRESIDENT edited and moved to new Article VI. 6/22/2019

Highlights of the Changes by Article ARTICLE VIIIIV - THE IEEE ASSEMBLY (new Article IV) The term “Delegates” is not defined prior to its use in this Article Removes the requirement to have an annual meeting Removes the minimum age and member grade requirements Imposes a new requirements to have at least nine Delegates and have the president preside at meetings of the Assembly and removes the restriction on his voting First place in the rewrite that the term “Delegates” is used. Does not define 6/22/2019

Highlights of the Changes by Article ARTICLE IXV - IEEE BOARD OF DIRECTORS (new Article V) Removes clear definition of the BoD and moves term of office, eligibility and method of election to the Bylaws and adds “or appointment” Eliminates the size constraints on the BoD, not less than 9 nor more than 50 Eliminates the requirement to have at least one US citizen on the BoD Eliminated the requirement to have an annual meeting as the last scheduled meeting of the fiscal year Eliminates the requirement to define a quorum in the Bylaws Eliminates the restriction on the presiding officer’s voting 6/22/2019

Highlights of the Changes by Article ARTICLE XVI - CORPORATE OFFICERS (new Article VI) Adds as an officer, the Past President, removes the Vice Presidents and allows others to be designated in the Bylaws. Removes the option of having a Secretary-Treasurer Defines the presidency – Albeit, that this is required, “Corporate OFFICERS” is a strange place to do it. “Delegate-at-large” is used for the first time in the rewrite without a definition. Eliminates the method of election of “other Corporate Officers” and their designation as Directors but not Delegates. Other officers appointed by the BoD will be neither Directors or Delegates. Eliminates the requirement for Corporate Officers or Directors to not receive a salary, expenses or profit unless authorized by the Bylaws or a 2/3 vote of BoD at a regularly scheduled meeting Eliminates conflict of interest provisions 6/22/2019

Highlights of the Changes by Article ARTICLE XI– VII - VACANCIES Adds “Assembly positions” to the filling of vacancies provisions ARTICLE XIIVIII - NOMINATIONS AND ELECTIONS Eliminates nomination by petition Adds requirements for existing Officers, Directors, etc to serve out their terms should there position be eliminated. ARTICLE XIII – MANAGEMENT (deleted) Deletes duties of the President, the President-Elect, the Secretary and the Treasurer. Deletes requirement to define the fiscal year 6/22/2019

Highlights of the Changes by Article ARTICLE XIVIX – AMENDMENTS Eliminates requirement to have 2/3 favorable votes of 10% of all members eligible to vote to pass an amendment. Substitutes only 2/3 votes cast Changes effective date of approved amendments 6/22/2019