BY LAWS
IEEE Consultants Network By Laws
I. NAME AND AFFILIATION
A.Name
This organization shall be known as the IEEE Dallas Section Consultants Network (herein referred to as the “Network”).
A.Affiliation
The Network is an unincorporated organization, located in the northeast part of Texas, including the metropolitan area of Dallas, TX, whose objectives are limited to the areas stated in Article II of this document and operate on a nonprofit basis as limited by the policies of the Institute of Electrical and Electronics Engineers, Inc. (IEEE)
I.OBJECTIVES AND MEANS
A.OBJECTIVES
1. The purpose and goal of the Network is to further the professional and technical well-being of the membership and to promote high standards of professional practice.
2. The Network shall encourage and promote the use of independent technical and engineering consultants by industry and business.
3. The Network shall encourage and provide the means by which members can communicate with one another to exchange mutually beneficial technical, business and other related information.
4. The Network shall encourage participation in continuing educational activities by its members.
A.MEANS
To achieve the goals listed in Article IIA, the Network shall engage in the activities listed below and others as may be deemed appropriate:
1. The Network shall set appropriate standards for admission to membership.
2. The Network shall engage in publicity and advertising to enhance the public perception of engineering and the promotion of the practice of consulting.
3. The Network shall hold meetings with programs having significant technical or business interest to its members or businesses potentially using consulting services.
4. The Network shall promote adherence to a code of professional ethics.
5. The Network shall engage in joint, mutually advantageous projects with other professional, technical, business and community organizations.
I.MEMBERSHIP GRADES AND FEES
A.Membership
Memberships shall be in the names of individuals and not in the names of, or as the representatives of, other groups, companies or other organizations. This does not preclude members of groups, companies or organizations from being members of the Network.
A.Grades
There shall be three (3) grades of membership. All applicants must be approved by the Membership Committee for acceptance to any grade. Members of each grade shall possess the credentials listed below. The Executive Board may grant membership to appropriate individuals for honorary or exceptional reasons.
A.Member Grades
1. IEEE Network Member – Membership at this level requires membership in the IEEE at either the Member, Senior Member, or Fellow Member grades with requirements as established by IEEE. IEEE Members shall have full voting privileges and shall be able to serve as the Network Representative to the IEEE Dallas Section.
2. Member – Membership at this level requires a minimum of a Bachelor’s Degree in engineering or other technical or scientific area of specialization, or a minimum of six years applicable professional experience as determined by the Membership Committee, or a current Professional Engineering (P.E.) license. Members shall have full voting privileges and may be elected to the Executive Board. Members at this level may not serve as the Network Representative to the Dallas Section of the IEEE.
3. Associate Member – Individuals not qualifying for either of the member grades above may join as Associate Members. Associate Members must use the term “Associate Member” when referring to their membership status in the Network. This group shall have all the benefits of Member grade except the right to vote on amendments to this document and to be elected to the Executive Board. Associate Members of the IEEE may also qualify as Associate Members of the Network. Members at this level may not serve as the Network Representative to the IEEE Dallas Section.
A.Applications For Membership (For All Grades)
Applicants for membership shall make written application to the Membership Committee, accompanied by any fees that may apply. Formal application shall be regarded as an expression of the applicant’s support of the objectives and purposes of the Network and shall constitute the applicant’s agreement to abide by the Network’s Bylaws, rules, regulations and code of ethics.
A.Qualification
The Membership Committee shall examine each application and qualifying data thereon to determine the proper membership grade and status of the applicant. Should any dispute arise between the Membership Committee and the applicant concerning the membership grade or fees payable, the application may be forwarded to the Executive Board for review. Executive Board may, at its discretion, return the application along with the fees paid to the applicant.
A.Membership Service And Initiation Fees.
1. Membership service and initiation fees for all membership categories shall be established by the Executive Board at a level sufficient to cover the estimated costs of operating the Network and are subject to approval by the qualified voting members at any business meeting, provided that at least 15 days notice of intent to establish the level of fees is given. The Executive Board shall also establish the membership period and the schedule for payment of fees and any grace periods to be allowed.
2. As appropriate, the Executive Board may establish fees based upon membership grade and degree of benefit expected. For instance, the Board may elect to establish a lower fee for IEEE Members and IEEE Associate Members if the Network obtains partial funding from the IEEE Dallas Section or IEEE-USAB.
3. The Executive Board may also establish separate fees for participation in special projects such as publication of a Consulting Network Directory and/or special seminars or conferences.
A.Code Of Conduct
All members agree to be bound by the Code of Ethics published by the IEEE. A copy of this code shall be made available to every member.
I.HEADQUARTERS AND MEETING PLACES
The Network shall have its headquarters located within the area of the IEEE Dallas Section in Texas at a site selected by the Executive Board. Meetings shall typically be held in Dallas area counties at a place selected by the Executive Board, but may be held on occasion elsewhere.
I.OFFICERS, DIRECTORS AND EXECUTIVE BOARD AND DUTIES
A.Officers
The Officers shall be Chairperson, Vice Chairperson, Program Chairperson, IEEE Dallas Representative, Secretary, and Treasurer. The offices of the Secretary and the Treasurer may be combined by a majority vote of the Network membership for a term of one (1) year. The IEEE Dallas Representative may also serve in capacity of another officer or Director position for a term of one (1) year by a majority vote of the Network membership.
A.EXECUTIVE BOARD
The Executive Board shall consist of the Officers and two Directors. One of the Directors shall be the immediate past Chairperson if available to serve in this position. If the immediate past Chairperson is unavailable to serve, then this position on the Executive Board will filled by election during the regular election process.
A.Term
Officers, excluding the immediate past chairperson, shall be elected for a term of one year. Officers and Directors shall hold office for the terms for which they were elected or until successors are elected. Any vacancy shall be filled for the remainder of the term by the Executive Board, except that a vacancy in the office of Chairperson or Vice Chairperson shall be filled by the immediate succession thereto of the Vice Chairperson or Program Chairperson, respectively.
A.Removal From Office
Any Officer or Director deemed not to be performing the duties of their office, may, by two-thirds majority vote of the executive board, be removed from his/her office or directorship.
A.DUTIES OF EXECUTIVE BOARD.
The duties and powers of the Executive Board shall be:
1. To maintain and administer an accurate database of membership information and other data that is of use to the membership or those using the services of the membership;
2. Upon approval of membership, to publish and distribute a directory of members and services;
3. To schedule and arrange for all membership meetings and special events;
4. To publish, via electronic and other means, a newsletter on a periodic basis and to maintain communication with all members;
5. To enroll new members, providing each with a copy of these Bylaws and other membership information;
6. To establish operating and initiation fees, subject to the approval of the membership, sufficient to cover the ordinary expenses of administering the Network;
7. To establish and collect reasonable fees for special events;
8. To establish rules and policies for operation of the Network; To carry out all other administrative functions of the Network.
A.Duties of Officers
1. Chairperson – Presides over all meetings of the Executive Board and Network. Serves as ex officio member of all committees other than the Nominating Committee. Appoints chairpersons and members of committees other than Nominating and Program Committees. Coordinates time and location of regularly scheduled meetings. Authorizes payment of bills as approved by Executive Board and in conjunction with Treasurer.
2. Vice Chairperson – Presides over meetings of the Executive Board and Network in absence of the Chairperson. Performs other duties as provided under the direction of the Chairperson. Serves as Newsletter/Correspondence Editor of the Network.
3. Program Chair – Serves as Chair of the Program, Activities, and Education Committee. This committee is responsible for providing all programs, including those of special events, unless otherwise agreed upon by the Executive Committee. Presides over meetings of the Executive Board and Network in absence of the Chairperson and Vice Chairperson. As appropriate, provides program information to the IEEE Dallas Newsletter Editor.
4. IEEE Representative – Represents the organization in official contact with the Dallas IEEE Section and IEEE-USAB. Serves as a liaison between the Network and other IEEE organizations. Performs other duties as designated by the Chairperson.
5. Secretary – Records the minutes of Executive Board and Network business meetings. Provides copies of minutes for review and approval and makes revisions as required. Maintains copies of minutes, treasurer reports, and program descriptions for Network archive purposes.
6. Treasurer – Collects all fees and authorizes payment of bills as directed by the Chairperson. Responsible for maintaining the bank account and/or working with IEEE Dallas Treasurer for deposit and disbursement of funds as directed. Prepares and presents treasury report for annual and business meetings of the Network and for the Executive Board. Responsible for monitoring expenditure of funds versus availability. Prepares annual budget in keeping with forecast of fee collections and allocations from the IEEE Dallas Section and other sources.
I.NOMINATIONS AND ELECTIONS
A.Nominations
Nomination of Officers and Directors shall be made by a Nominating Committee appointed by the Executive Board two (2) months prior to the Annual Meeting. Each person nominated shall be an active member in good standing and shall possess the minimum membership grade required for the identified position. By acceptance of the nomination, the candidate declares his/her ability and willingness to serve, if elected. The Nominating Committee shall prepare a ballot for consideration by the voting members. The voting members of the Network shall be informed of the ballot at a regular meeting preceding the Annual Meeting by at least one (1) month. Voting shall be by secret ballot mailed-in or personally presented at the Annual Meeting.
A.Nominating Committee
1. The Nominating Committee shall consist of three (3) members, none of whom shall be an Officer or Director. The committee shall elect one of its members to be its chairperson.
2. Vacancies which occur on the Nominating Committee shall be filled through appointment by the Executive Board.
A.Nominations
1. Nominations may be made from the floor at the regularly scheduled meeting prior to the Annual Meeting.
2. Any vacancy caused by the death or withdrawal of any nominee before the vote at the Annual Meeting shall be filled by the nominating committee.
A.Ballots
No later than three (3) weeks prior to the Annual Meeting, the Secretary shall transmit ballots by mail to each voting member. The ballots are prepared and presented to the Secretary by the Nominating Committee. This communications shall also include a notice of the time and place of the Annual Meeting.
A.Elections
1. The election to all contested offices shall be by secret ballot. Ballots may also be returned by mail or delivered in person at the Annual Meeting, but all ballots sent by mail must be received by the Nominating Committee no later than three (3) days before the Annual Meeting. The Chairperson shall appoint a committee of at least three (3) Tellers who shall count the ballots. A vote cast for a person not nominated in accordance with the previous provisions of this Article shall be void. A vote cast for more than one nominee for each position shall also be void.
2. The nominee for any contested office who receives the most votes shall be declared elected.
B.Start Of Term
Officers elected at the Annual Meeting shall assume office on the first (1st) day of the month following the Annual Meeting.
I.COMMITTEES
A.Standing Committees
1. There shall be three (3) standing committees: Membership; Referrals; Program, Activities, and Education.
2. Except for the Program Committee, the Committee Chairperson and members of each standing committee shall be promptly appointed by the Network Chairperson after the Annual Meeting. Appointees shall serve during the annual term of office or until their successors are appointed. The Program Chairperson shall appoint members of the Program Committee for a term of one (1) year.
3. The Membership Committee shall be responsible for maintaining current database on all members, and making this database available to the executive board and other standing committees for this discharge of their responsibilities.
4. The Referrals Committee shall be responsible for creating, maintaining, and administering a system of referrals between the network and its members, between the Dallas section network and other consultants networks affiliated with the IEEE, and between the network and the business community within the IEEE Dallas section. This committee shall be the point of contact for requests coming in from other consultant networks and the business community at large and shall except and distribute any requests received. The Referrals Committee shall also accept any requests for consultants from members in the network, and distributing this request to other networks affiliated the IEEE Dallas Section Consultants Network.
5. The Program, Activities, and Education Committee shall be responsible for developing and arranging the program for regularly scheduled meetings of the network, conducting any special activities that may be undertaken by the network, and developing and conducting any educational programs and seminars sponsored by the network.
A.Other Committees
Other committees shall be appointed by the Network Chairperson as the occasion may require.
I.MEETINGS
A.General Meetings
General meetings of the Network shall be established by the Executive Board as needed at which the normal functions and purposes of the Network shall be executed. No business shall be conducted at any general meeting unless that meeting is also called as a business meeting and due notice is given of the business to be considered, as required in these bylaws.
A.Annual Business Meeting
One meeting per calendar year shall be called by the Executive Board as the Annual Business Meeting of the Network at which the Executive Board for the following term shall be elected and all business matters properly belonging to the membership shall be considered. The Annual Business Meeting shall be held in the month of May. The Network calendar shall coincide with IEEE Dallas Section Calendar, to the extent practical. At least 30 days notice of the time, date and place of the meeting and all business items requiring advance notice shall be given to all members.
A.Special Business Meetings
The Executive Board shall call a Special Business Meeting whenever business must be considered that cannot wait for the next Annual Business Meeting, provided that at least 15 days notice is posted to the address of record of all members. Notification is to indicate the nature and scope of the business to be considered.
A.Quorum
Attendance at any business meeting of 20 percent of the members entitled to vote shall constitute a quorum.
A.Meeting Chair And Officers
Each business meeting shall be chaired by the Chairperson of the Network; or in the absence of the Chairperson, by the Vice-Chairperson. The Secretary shall keep accurate minutes of the meeting.
I.PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the Network in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Network may adopt, the IEEE bylaws and procedures, or applicable law.
I.AMENDMENTS
Amendments to this document may be proposed at any meeting by a majority of the members present and entitled to vote. The proposed amendments shall be referred to the Executive Board. If approved by a majority of the Executive Board or if submitted by petition signed by fifteen (15) percent or more of the members entitled to vote, the proposed amendment shall be presented to the membership and shall be read at the next two successive business meetings. At least three (3) weeks prior to the second meeting, a copy of the proposed amendment together with a ballot shall be mailed or electronically transmitted by the Secretary to each member at least three (3) days prior to the second meeting. The ballot must be received at the official address of the organization in an envelope marked “Ballot”. Alternatively, the ballot may be delivered in person at the second meeting. At that time, the vote shall be canvassed.
These bylaws may be amended by an affirmative vote of two thirds of those voting, provided, however, that these affirmative votes constitute at least twenty (20) percent of the membership eligible to vote.
I.Dissolution
Upon dissolution of the Network, the Executive Board shall, after payment of all liabilities of the Network, transfer all remaining assets to the IEEE Dallas Section.
IEEE Dallas Section Consultants Network Bylaws; final version; October 14, 1996.
Issued as approved and recorded in the Minutes of the IEEE Consultants Network Meeting held September 18, 1996.