Preamble

In all instances, the Institute of Electrical and Electronics Engineers (IEEE) Bylaws, Constitution, RAB Operations Manual and IEEE Policy and Procedures will prevail when there is a conflict between these documents and Section Bylaws.

Unless otherwise noted, all references to the Executive Committee shall refer to the Executive Committee of the Worcester County Section, IEEE.

Article I - Territory

I.1: The territory of the Section shall encompass the area in central Massachusetts formally known as Worcester County, but may be enlarged, reduced or otherwise altered by the IEEE Regional Activities Board at any time as provided for in the IEEE Bylaws.

I.2:Subsections and/or Chapters of IEEE Groups and Societies may be established within the Worcester County Section as provided for in the IEEE Bylaws.

Article II - Officers

II.1: The officers of the Section shall be Chair, Vice-Chair, Secretary, Treasurer, and any other officers as deemed necessary by the Executive Committee. The offices of Secretary and Treasurer may be combined or separated as deemed necessary by the Executive Committee.

II.2: Duly elected officers shall assume their official duties on the first day of January or the month next succeeding their election, and shall hold office until December 31 or until their successors take office.

II.3: The officers of the section shall be members of the Worcester County Section IEEE, in good standing, having a grade of Member or higher.

II.4: The Treasurer of the section must have been an active member of the Executive Committee for the immediately preceding two years. However, this requirement may be waived by a two-thirds majority vote of the Executive Committee.

Article III - Management

III.1: Management of the affairs of the Section shall be vested in an Executive Committee consisting of the Section Officers, Chapter Chairs, Committee Chairs and the Junior Past Chair.

III.2: The Chair, Vice-Chair, Secretary and Treasurer of the Section shall be members and occupy the offices of Chair, Vice-Chair, Secretary and Treasurer, respectively, of the Executive Committee.

III.3: The Chair shall be the executive officer of the Section and have general supervision of the affairs of the Section, under the Executive Committee. The Chair shall preside at meetings, and shall perform such other duties and have such other powers as may be provided for in these Bylaws, or as may be delegated by the vote of the Executive Committee. In the absence of the Chair, the duties shall be performed by the Vice-Chair, and in the absence of the Vice-Chair by an appointee of the Executive Committee.

III.4: The Vice-Chair shall assume the duties and obligations usually pertaining to that office, and such other duties and obligations as may be assigned by the Executive Committee.

III.5: The Secretary shall perform the duties and obligations usually pertaining to the Secretary of an organization. In addition, the Secretary shall file with IEEE Headquarters any necessary reports of Section activities, specifically the Annual Meeting Reports, and the Section and its subunits Officers Reports. The Secretary shall also have such other duties and obligations as may be as signed by the Executive Committee.

III.6: The Treasurer shall assume the duties and obligations usually pertaining to the Treasurer of an organization. Additionally, the Treasurer shall file with IEEE Headquarters any required financial reports, specifically the Annual Report of Financial Activity. The Treasurer shall also have other such duties and obligations as may be assigned by the Executive Committee.

III.7: The Executive Committee shall be the governing body of the Section, and shall direct the management of its affairs. It shall meet at such times as may be found necessary. Meetings may be called at any time upon the request of the Chair or of any three members of the Executive Committee. A majority is required for the conduct of business.

III.8: Any officer may be removed for cause by the Executive Committee at any Executive Committee meeting upon the vote of at least 75% of the total Executive Committee membership, providing a motion to that effect shall have been made at a similar meeting at least 30 days before and providing that a copy of such motion together with a statement of charges shall have been delivered forthwith to all members of the Executive Committee.

III.9: Any vacancy occurring during the year shall be filled by the Executive Committee for the remainder of the unexpired term.

Article IV - Nominations

IV.1: The Section Chair shall appoint a Nominating Committee, subject to the approval of the Executive Committee. The Chair of the Nominating Committee shall be a past Chair of the Section. Notification of this Nominating Committee shall be published with contact information at least 75 days prior to the Annual Meeting.

IV.2: The Nominating Committee shall nominate a slate consisting of at least one candidate for each of the Section Officers of Chair, Vice-Chair, Secretary, Treasurer (or for the combined office of Secretary-Treasurer), and such other candidates for offices as directed by the Executive Committee. This slate shall be submitted to the Executive Committee and submitted for publication at least 45 days prior to the Annual Meeting.

IV.3: Additional nominations for any or all officers may be made by petition subject to the following provisions:

a: Such petition or petitions must bear the personal signature and membership number of at least 5%, or 25 whichever is the smaller, of the voting members of the section.

b: Such petition or petitions shall be delivered to the Secretary at or before the Annual Meeting.

c: The nominee or nominees covered by such petition or petitions shall be designated as nominees by petition.

Article V - Elections

V.1: The slate of officers prepared by the Nominating Committee shall be published at least 45 days prior to the Annual Meeting along with the election procedure and the petition nomination procedure.

V.2: A Voting Member is as defined by IEEE.

V.3: If no additional petitions nominations are made, the election will be by a plurality vote of Voting Members present at the Annual Meeting.

V.4: If additional petition nominations are made, the election will be by ballot mailed to the membership with the vote counted by a Tellers Committee appointed by the Section Chair.

V.5: In the event of an uncontested election, the vote may be waived and the slate of officers prepared by the Nominating Committee shall be announced as the incoming Executive Committee at the Annual Meeting.

V.6: In case of a tie vote for any office, it shall be resolved in favor of one of the candidates so tied by a majority of votes cast by incumbent members of the Executive Committee.

Article VI - Committees

VI.1: The Section Chair shall appoint chairs of the following Standing Committees and such special committees as may be considered desirable, subject to the approval of the Executive Committee.

a: Membership

b: Newsletter

c: PACE

d: Student Activities

VI.2: The members of any Standing or Special Committee may be appointed by its Chair subject to the approval of the Executive Committee.

VI.3: The terms of all committee members shall coincide with those of the Section Officers.

Article VII - Meetings

VII.1: At least five Section Meetings shall be held from January to December of which up to four may be joint meetings. Chapters shall meet as frequently as is warranted by the interest in the field represented. Chapter meetings will be so scheduled as not to conflict with the Section Meetings.

VII.2: All members of the Section shall be notified of the time and place of each Section and Chapter meeting and of the subject to be presented at the meeting.

VII.3: Special meetings may be called at any time by the Executive Committee upon written notice thereof being sent out at least one week in advance of the meeting.

VII.4: The Annual Meeting shall be held not earlier than November 1. At this meeting, officers for the ensuing year shall be elected and such other business transacted as should properly come before the Annual Meeting or as the Executive Committee may refer to it.

VII.5: One percent of the voting members but not less than 10, present at a meeting shall constitute a quorum for the transaction of business at all Section meetings. A quorum may be waived, however, at meetings where the proceedings do not require a vote to be taken.

VII.6: A majority of the membership present of any committee shall constitute a quorum at all committee meetings.

Article VIII - Finances

VIII.1: The operating year and the fiscal year of the Section shall coincide with the calendar year.

VIII.2: All expenditures of the Section funds shall be:

a: Authorized by a majority vote of the Executive Committee.

b: Without prior authorization of the IEEE Executive Committee, section funds may not be used for:

1: Payments of any kind for the preparation or presentation of papers, whether to an individual Region, Council, Section or Society, speaker or author of paper except for reasonable travel expenses. This policy does not apply, however, to compensation for lectures or other IEEE sponsored educational activities where a fee (or tuition) is charged.

2: A single award by the Section, a Chapter or a Student Branch carrying a monetary award exceeding $500, exclusive of scholarships and other awards for students.

3: Electioneering of any kind for any IEEE Region, Council, Section or Society office.

4: Electioneering of any kind for any municipal, county, state or federal office.

5: Commercial promotional activities.

6: Donations of a philanthropic nature.

7: Personal or commercial loans of any kind, for any purpose.

8: Purchase of real estate.

c: Each disbursement shall be made by check. The canceled check shall be retained, with a record showing the purpose of the expenditure.

d: All receipts, expenditures, and balances shall be recorded by the Treasurer in a ledger. Each Treasurer shall pass on to his successor this ledger and said successor shall continue the same form of record keeping in this ledger, unless a change is ordered by the Executive Committee.

e: All funds of the Section shall be kept in one or more depositories, which depositories shall be subject to the approval of the Executive Committee, and all receipts shall promptly be deposited therein. There shall be a record for each receipt of funds showing source of such funds, to which shall be attached a duplicate deposit slip which has been certified by the depository.

f: All section bank accounts (including Subsections, Chapters, and Affinity Groups) will provide for the IEEE Staff Director of Financial Services to be an authorized signer.

g: An Auditing Committee, consisting of at least two members of the Section, shall be appointed by the Executive Committee. At the end of the operating year, the Auditing Committee shall audit the books of the Section and record its findings with an entry in the ledger. An audit may also be made at any time upon request of the Executive Committee, or on petition of ten Section members.

Article IX - Amendments to the Bylaws

IX.1: Proposals for amendments may originate in the Section Executive Committee or by petition.

IX.2: Petitions for amendment must bear the personal signatures and membership numbers of at least 10% of the voting members of the Section, or 50 voting members which ever is smaller, together with the date of each signature.

IX.3: Two-thirds of all votes cast at a Section Executive Committee meeting, a quorum being present, shall be required to approve any new Bylaw amendments.

IX.4: A copy of the revised Section Bylaws shall be submitted for approval by the Regional Director, with a copy filed simultaneously in the IEEE Headquarters.

April 2002