Updated July 2024
SECTION 3 - BOARD OF GOVERNORS
3.0 APPROVAL OF BOARD MEETING SCHEDULE
Each year the president-elect, in conjunction with the Elections Committee and other staff and volunteers as appropriate, shall develop and recommend for approval by the Board of Governors a meeting schedule for the following two years. Said schedule shall be approved as early in the year as is feasible, and no later than the last meeting of the year.
3.1 PREPARATION AND DISTRIBUTION OF AGENDA BOOKS
The Society Executive Director shall coordinate, prepare and distribute a Board Agenda Book to all franchised and
ex officio members of the Board so as to announce their availability on a web site to members of the at least ten days prior to Board meetings. The Agenda Book shall contain the meeting agenda and appropriate material to inform the Board members on all agenda items to as great an extent as possible.
3.2 EXPENSES FOR ATTENDANCE AT BOARD MEETINGS
Travel expenses for members of the Board of Governors may be reimbursed. Reimbursement will be limited by the regulations described elsewhere in this manual. Permissible charges apply to expenses associated with attendance at the meetings of the Board (and associated program Boards). Members are expected to limit such expenses to levels that are reasonable and customary for the prudent traveler. For example, members should normally use only discounted airfares such as those associated with advance purchases.
The treasurer will be responsible for periodically reviewing Board travel expenses and reporting any problems in the implementation of this policy intent to the Finance Committee, president, and/or Board of Governors, as appropriate. The president may act to restrict or eliminate this discretion for an individual member of the board when in the president’s sole judgment such action shall be appropriate. A member of the Board may appeal the imposition of any such action to the Board of Governors.
3.3 ELECTRONIC MAIL
All members of the Board of Governors shall provide to IEEE Computer Society headquarters their electronic mail address.
3.4 MEETING MINUTES AVAILABILITY
The Society Executive Director shall ensure that the minutes of meetings of the Board of Governors for the past 12 months are available at all Board of Governors meetings.
3.5 MEETING MINUTES FORMAT
The minutes of each Board and Executive Committee meeting shall be as specified in Section 47 of
Robert's Rules of Order and shall include a list of those present at the meeting and attachments. Additionally, each main motion shall be immediately followed by an action item (if necessary).
3.6 AVAILABILITY OF IEEE COMPUTER SOCIETY POLICIES & PROCEDURES MANUAL
The Society Executive Director shall ensure that a copy of the current
IEEE Computer Society Policies & Procedures Manual is available at each Board of Governors meeting.
3.7 CONDUCT OF BOARD BUSINESS BETWEEN MEETINGS
3.7.1 This section applies when business is conducted according to Section 7, Article III of the constitution.
3.7.2 Actions handled between meetings must be important and timely. Appropriate actions include approving appointments, and establishing positions on issues affecting the Society members. Inappropriate actions would
be provisions that alter the constitution, bylaws, or policies and procedures. The secretary shall provide for the conduct of ballots on such proposed actions via appropriate means.
3.7.3 This subsection applies to ballots conducted by electronic means (e-mail or WWW). Frequently issues requiring Board balloting between meetings are non-controversial, and/or solely administrative in nature. In those cases, the expedited electronic balloting procedure provided for in subsection 3.8.3.1 below will be used. In the event an issue requires more discussion, as determined by the presiding officer of the Board, or at the request of any franchised member of the voting body (Board of Governors or Executive Committee), the electronic balloting procedure provided for in subsection 3.8.3.2 will be utilized. In order for a motion to pass under either procedure, the number of ballots received by the secretary must be equal to a majority (greater than 50%) of the number of franchised members of the voting body, and the number of affirmative ballots must be a majority of the ballots cast. The secretary tallies the votes and reports the result to the presiding officer. Should a franchised member be unable to receive a ballot or vote via e-mail, ballots may also be distributed and returned via fax, express mail or regular postal service. However, all ballots must be returned electronically or postmarked no later than midnight of the designated deadline.
3.7.3.1 Expedited Electronic Balloting Process
The secretary communicates an e-mail or other announcement message to all members of the voting body stating that the subject is a special expedited electronic ballot authorized by the presiding officer of the Board pursuant to Article III, Section 7 of the constitution. The message must include a clearly-worded motion, the date of the ballot message, instructions on how to reply, and the deadline for voting. Expedited electronic ballots will generally be due no later than midnight 7 days after the date of the initial ballot message. Franchised members of the voting body can vote by sending e-mail messages to the secretary or using a special WWW site established for the purpose, indicating a vote of YES, NO, or ABSTAINS. Voters may also communicate supporting arguments and positions, but may not amend the motion. Any franchised member of the voting body may request during the balloting period that the issue under consideration be removed from the expedited electronic balloting process and be re-considered under the alternative e-mail balloting process provided for under subsection 3.8.3.2, at which time the secretary shall stop the balloting and begin the balloting process anew under the alternative process.
3.7.3.2 Alternative Electronic Balloting Process
The secretary first communicates a motion announcement message to all members. The announcement will state that the subject is a special ballot utilizing the alternative electronic ballot process authorized by the presiding officer of the Board pursuant to Article III, Section 7 of the constitution, and include a clearly-worded motion and the date of the ballot message. Members may then communicate supporting arguments and positions, but not amend the motion. Ten days after the date of the motion announcement by e-mail, the secretary sends the ballot by e-mail to all franchised members of the voting body. The ballot comprises the motion, instructions on how to reply, and a reminder of the deadline. Voters can vote by sending e-mail messages to the secretary or using a special WWW site established for the purpose, indicating a vote of YES, NO, or ABSTAINS. Ballots must be sent electronically or postmarked no later than midnight of the tenth day following the sending of the ballot.
3.8 ADVICE AND CONSENT OF EXECUTIVE COMMITTEE APPOINTMENTS
At the last meeting of each year, the president-elect shall present the list for the following year appointed officers to the Board of Governors for its advice and consent.
3.9 EXECUTIVE SESSIONS
Executive session is a question of privilege, and therefore is adopted by a majority vote. Only members, special invitees, and such employees or staff members as the assembly or its rules may determine to be necessary are allowed to remain. Members of the organization who are not members of the Board or committee, and sometimes non-members, may be invited by the chair to attend, perhaps to give a report, but they are not
entitled to attend.
Franchised members of the Board of Governors shall be entitled to attend (but not vote) any executive session in which matters are to be discussed that are projected to come before the Board of Governors for vote.
An individual franchised Board member shall not be entitled to attend executive sessions:
a) in which the individual Board of Governors member is under discussion,
b) of the Audits, Awards, and Nominations Committees.
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