Bylaws

Approved 11 November 2009

200.0 ORGANIZATION

201. Officers.

The Officers of the Signal Processing Society shall be: the President, the President-Elect, and the Vice Presidents.

President. The President is responsible for carrying out the strategic plans and policies as established by the Board of Governors and reports to the Board of Governors. The President chairs the Board of Governors and the Executive Committee and oversees the staff activities and operations of the Society. The President shall call an Annual Meeting of the Board of Governors.

The President also shall represent the views of the Society’s leadership as a voting member of the IEEE Technical Activities Board (TAB) or other IEEE major boards, and shall serve on committees of TAB or other IEEE major boards, as elected or appointed. In the event the President shall not be able to attend a meeting of an IEEE entity to which he/she has been appointed, the Society may send an alternate provided that the IEEE Bylaws permit an alternate. If the IEEE Bylaws do not specifically state who shall be permitted to serve as alternate on behalf of the SPS President, each year the President will select and inform TAB who shall serve as his/her alternate for that year. The alternate will be an Officer of the Executive Committee.

The President is the only Society Officer empowered on behalf of the Board of Governors, to engage other IEEE Societies or organizations in discussions regarding partnerships that affect the Society and/or its products and services.
President-Elect.The President-Elect shall chair the Long-Range Planning and Implementation Committee and shall act as liaison to the Board of Governors on all Strategic and Long-Range Planning activities. He/she will also chair the TC Review Committee. The President-Elect has the direct overall responsibilities for the development, design, operation, and improvement of the Society’s long-range planning and technical committee reviews and reports to the President.
Vice President-Awards and Membership. The Vice President-Awards and Membership, shall chair both the Awards Board and Membership Board and shall act as liaison to the Board of Governors for the activities of the Fellow Reference Committee of the Awards Board and for the Membership Services Committee, Industrial Relations Committee and the Chapters Standing Committees of the Membership Board, and the annual selection and appointment of Distinguished Lecturers.
Vice President-Conferences. The Vice President-Conferences, shall chair the Conference Board and shall act as liaison to the Board of Governors for all technical meeting activity. The Vice President-Conferences has the direct overall responsibilities for the development, design, operation, and improvement of the Society’s conferences and workshops, and their proceedings and reports to the President.
Vice President-Finance. The Vice President-Finance shall be responsible for preparation of Society budgets and monitoring of the Society’s expenses, surpluses, and investments. The Vice President-Finance has the direct overall responsibilities for the development, design, operation, and improvement of the Society’s finance and reports to the President.
Vice President-Publications. The Vice President-Publications, shall chair the Publications Board and shall act as a liaison to the Board of Governors for the Society’s magazine(s), transaction(s), journal(s), and other publications. The Vice President-Publications has the direct overall responsibilities for the development, design, operation, and improvement of the Society’s magazine(s), transaction(s), journal(s), and other publications and reports to the President.
Vice President-Technical Directions. The Vice President-Technical Directions, shall chair the Technical Directions Board and shall act as a liaison to the Board of Governors for the Technical Committee’s activities. The Vice President-Technical Directions has the direct overall responsibilities for the development, design, operation, and improvement of the Society’s technical committees and reports to the President.
Term of Office. The President-Elect, and President, shall each serve two years in office. The Vice Presidents shall each serve three years in office. None shall be eligible for reelection to consecutive terms.
Vacancies. Vacancies in the offices of President and President-Elect shall be handled in accordance with Bylaw 203.9.

202. Past President and Officers-Elect.

Past President. The Past President shall chair the Nominations and Appointments Standing Committee.
Officers-Elect. President-Elect and Vice President – Elect are referred to as Officers-Elect.

203. Board of Governors (BoG).

The Society shall be governed by an administrative committee which shall be referred to as the Board of Governors, and which shall consist of 21 members who shall be the seven officers of the Society elected by the Board of Governors, the nine Members-at-Large elected by the voting members of the Society (See Sections 302, 303), and the four Regional Directors-at-Large (see Sections 304). The Executive Director shall serve ex-officio, without vote. In the conduct of the Society’s business, all volunteer leaders and Society staff are accountable to the Board of Governors.

Annual Meeting. The President shall call Annual Meetings of the Board of Governors, normally during ICASSP and ICIP.
Notice and Location of Meeting. No meeting of the Board of Governors for the purpose of transacting business may be held unless each member of that Committee shall have been sent, at least 30 days prior, a meeting notice that includes the time and place of the meeting.

in conjunction with the International Conference on Acoustics, Speech, and Signal Processing (ICASSP) each Spring, with the exception of any instance when, for purposes of safety of the participants, travel to the ICASSP meeting location is determined by the Board to be imprudent;
whenever practicable, in conjunction with the International Conference on Image Processing (ICIP) during the Fall.

At the discretion of the Board, when it is not practical to meet in conjunction with one of the Society's technical meetings, and for any special meetings of the Board, a location central to the majority of the Members of the Board then serving shall be employed.

Voting Privileges. The Members-at-Large and Officers of the Board of Governors shall have voting privileges, while Regional Directors-at-Large are non-voting members. The Regional Directors-at-Large will not be counted to make a quorum of the Board of Governors. The presiding officer of the Board shall have no vote on the Board except if the vote is by secret ballot or unless the Chair’s vote can change the outcome of the vote. The Executive Director shall serve ex-officio, without vote.
Alternates. As required by New York Not-for-Profit Law, the IEEE Signal Processing Society shall conduct its business without the use of alternates, except as permitted by IEEE and specified in the IEEE Bylaws.
Rules of Conduct. Meetings of the Board of Governors and other entities of the Society shall be conducted in accordance with Robert's Rules of Order (Revised) except as otherwise specified in the Constitution or in these Bylaws.
Quorum. As defined in the Constitution, a quorum of the Board of Governors shall be a majority of those members having voting rights. A majority of the legal votes cast by members of the Board of Governors shall be necessary for the conduct of Board business, except as otherwise provided in the Constitution or in these Bylaws.
Action of the Board of Governors and Committees thereof.
1. The vote of a majority of the votes of the members present and entitled to vote, at the time of vote, provided a quorum is present, shall be the act of the Board of Governors or any committee thereof.
2. The Board of Governors or any committee thereof may meet and act upon the vote of its members by any means of telecommunication. The normal voting requirements shall apply when action is taken by means of telecommunications equipment allowing all persons participating in the meeting to hear each other at the same time.
3. The Board of Governors or any committee thereof may take action without a meeting if applicable (e.g., e-mail voting). An affirmative vote of a majority of all the voting members of the Board of Governors or any committee thereof shall be required to approve the action. The results of the vote shall be confirmed promptly in writing or by electronic transmission. The writings and/or electronic transmission shall be filed with the minutes of the proceedings of the Board of Governors or any committee thereof. “Electronic transmission” means any form of electronic communication, such as e-mail, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient.
4. Voting. Individuals holding more than one position on the Board of Governors or any committee thereof, shall be limited to one vote on each matter being considered by the Board of Governors or committee thereof.
5. Proxy voting is not allowed.
Special Meetings. Special meetings of the Board of Governors may be called by the President or by any five voting members of the Board of Governors, on notice to all other Committee members. Notice of such special meetings giving: the time and place of the meeting, the purpose of the meeting, and the name(s) of the convener(s) shall be mailed to all Board members not less than 20 days before the date set for the special meeting.

The Board may also conduct business by conference call meeting. A quorum of the Board must participate in the call and must be present at the start of the meeting. Conference call meetings may be employed to resolve a single issue in an emergency on matters that the Board has specifically reserved for its own consideration or on matters of policy. In all other cases, the Executive Committee is empowered to act on behalf of the Board between face-to-face meetings. A notice of at least 24 hours is necessary for a conference call meeting of the Board with such need established by the President and at least two other voting members of the Board.
Vacancies.
1. President. The incumbent President-Elect shall assume the duties of the President should the Presidential office become vacant, thereby vacating the office of President-Elect. Having served the remainder of the Presidential term, and the term to which he/she has been elected, the President shall serve as Past President.
2. Past President. The next most recently retired Past President available to serve shall fill a vacancy occurring in the office of Past President.
3. President-Elect. Should a vacancy occur in the office of President-Elect, the Board of Governors shall fill the vacancy at its next meeting. The individual assuming the office of President-Elect shall then serve the remainder of the cycle of President-Elect, President, and Past President positions.
4. Members-at-Large, Vice Presidents. The Board of Governors shall fill vacancies on the Board for Members-at-Large or Vice President. Candidates to fill Member-at-Large vacancies shall be drawn, in order of number of votes received, from the candidates in the immediate past general election who were not elected to Member-at-Large. Candidates to fill vacancies of Vice President shall have current or previous experience as Member-at-Large.
5. Vacancies Caused by Non-Attendance. Board members are expected to attend all meetings of the Board of Governors. A member of the Board, upon absence from the second meeting of his/her term, may be removed upon review of the reasons therefore, and subsequent vote by the Board. Vacancies created in this way shall be filled by the Board; candidates to fill such vacancies shall have previously served on the Board as Member-at-Large.
Compensation.As provided in the Constitution, no member of the Society, including any member of the Board of Governors or its boards or committees, may derive any income from his/her participation in Society activities, except if that individual shall be an employee of the Society carried on the payroll of the IEEE.
Reimbursement of Member Travel Expense. Participation in Society activities as a volunteer leader is considered a personal commitment. The Society may, at its discretion, provide some travel assistance, which shall follow the guidelines detailed in the Policy and Procedures Manual.

204. Executive Committee.

The Executive Committee shall make rules and regulations that may be deemed proper to its own governance and for the transaction of business of the Society. At all times between meetings of the Board of Governors, the Executive Committee shall have the powers and duties of the Board except for those matters not permitted to be delegated by the Constitution or these Bylaws, or for matters the Board of Governors has expressly reserved to itself. The Executive Committee also shall have operational responsibility for the Society’s finances. The exercise of the powers and duties of the Board by the Executive Committee may:

be overruled by the Board of Governors by majority vote at any meeting;
be suspended, by a two-thirds vote of the Board of Governors, until such time as the Bylaws conferring power on the Executive Committee are amended;

be directed by the Board of Governors in any action or plan.

Composition. The Executive Committee shall comprise the President, the President-Elect, the Vice Presidents elected by the Board of Governors and the Executive Director (ex-officio without vote). The President shall be the chair with a Secretary pro tem named for the meeting by the Chair.
Meetings. Meetings of the Executive Committee shall be held in Executive Session and may be called, on 7 days’ notice, by the President. The Executive Committee may also meet and act upon the vote of its members through any means of communication. Actions taken under such conditions shall require a majority vote, provided a quorum of the Executive Committee participates.
Minutes. Minutes of Executive Committee meetings shall be distributed to all members of the Board of Governors.
Quorum. A majority of the voting members of the Executive Committee shall constitute a quorum.
Proxies. The Executive Committee may not employ proxy votes.
Conduct of Business. The Executive Committee may divide its duties among its members and conduct its business as it finds necessary. In addition, the President may appoint such ad hoc committees as may be required from time to time.

Liaison to the Board of Governors. The members of the Executive Committee shall provide liaison to the Board of Governors for the major boards, Standing Committees, the Technical Committees, and other activities of the Society as follows:

President:	Executive Committee; Staff Activities, IEEE TAB Activities
President-Elect:	Long-Range and Strategic Planning Activities; TC Review Committee
Vice President-Awards and Membership:	Awards Board, Membership Board, Nominations and Appointments Committee;
Vice President-Conferences:	Conference Board
Vice President-Finance:	Oversight of Board and Executive Committee Minutes
Vice President-Publications:	Publications Board
Vice President-Technical Directions:	Technical Directions Board.

Society liaisons to other entities shall report through the appropriate Vice President (e.g., representatives to joint publications would report via the Vice President-Publications).

205. Removal and Suspension.

Removal of a Member-at-Large of the Board of Governors. A Member-at-Large of the Board of Governors may be removed from office, with or without cause, either:
1. by the affirmative vote of two-thirds majority of the members of the Board of Governors; or,
2. the receipt by the Society’s office of a petition signed by at least 10% of the total number of voting members of the Society moving for the removal of such Member-at-Large. A ballot on such motion shall be submitted to the voting members of the Society. If a majority of the ballots cast by the voting members for or against such motion are to remove such member-at-large, the member-at-large shall be removed from such position; or
3. by non-attendance to Board of Governors meetings as outlined in Bylaw 203.9.E, Vacancies Caused by Non-Attendance.
Removal of an Officer. An Officer of the Society (as that position is defined in these bylaws) may be removed from office, with or without cause:
1. by the affirmative vote of two-thirds the members of the Board of Governors. An Officer so removed shall be considered to be removed from all Society duties including, but not limited to, the Board of Governors, Executive Committee, the major board he/she chairs, or as representative on behalf of the Society to any IEEE or non-IEEE activity; or
2. the receipt by the Society’s office of a petition signed by at least 10% of the total number of voting members of the Society moving for the removal of such Officer. A ballot on such motion shall be submitted to the voting members of the Society. If a majority of the ballots cast by the voting members for or against such motion are to remove such Officer, the Officer shall be removed from such position.
Suspension from Office. An Officer elected by the Society’s Board of Governors may be suspended for cause from his/her authority to act.
1. Cause is defined as conduct that is determined to constitute a material violation of the IEEE Constitution, Bylaws, Code of Ethics, or of the Constitution, Bylaws, or Policy and Procedures of the Society; and/or for non-fulfillment of his/her duties and responsibilities; and/or for other conduct that is prejudicial to the IEEE or to the Society.
2. Upon receipt by the members of the Board of Governors of a complaint in writing, and signed by at least three members of the Board of Governors, and that sets out with reasonable specificity the alleged conduct of the Officer occurring during the term(s) as Officer that is alleged to constitute cause for suspension of that Officer’s authority to act as an Officer, such complaint shall be promptly acted on by vote of the Board of Governors. An affirmative vote of two-thirds of the members of the Board shall be sufficient for suspension.
3. Should the Society’s Board of Governors determine that the Officer shall be suspended, his/her ability to act in any official capacity, or to exercise any authority, shall also be suspended within the Society and shall be reported to IEEE TAB and to IEEE.
Notice to Board of Governors. Prior to the Board of Governors considering any removal or suspension, the Board of Governors must receive 10 days advance notice of the issue.

206. Conflict Resolution Process.

The Society leadership will create an ad hoc committee to handle each matter requiring conflict resolution.

Composition. The composition of each ad hoc committee will include area experts. The experts should be chosen based on mediation experience or subject area experience. All members of the ad hoc committee should be non-conflicted, e.g., no prior involvement in the situation, no collegial work relationship, etc. The committee may be augmented with the agreement of all members of the ad hoc committee. The committee will select its own chair.
Process. During the first meeting of the ad hoc committee, the committee shall create a timeline detailing the conflict resolution process, as well as determine any operational rules for the ad hoc committee’s operation (e.g., length of final report; length of statement of dissent, etc.) The individual who brought the conflict matter forward shall be informed of the timeline. All discussions and information presented to the ad hoc committee shall be handled in a confidential manner.

Appeal. If the individual who brought the conflict matter forward feels that the matter has not been adequately resolved by the ad hoc committee at the Society level, he/she may escalate the matter further to TAB or IEEE. The ad hoc committee report shall be shared with TAB and/or IEEE.

207. Boards and Committees.

The conduct of Society activities, wherever possible, shall be through voluntarily associated groups of Society members. The Board of Governors may also establish boards and committees to assist the conduct of Society activities.

The following Boards and Standing Committees shall be established by and be responsible to the Board of Governors:

Awards Board
Conference Board
Membership Board
Publications Board
Technical Directions Board

Executive Committee
Long-Range Planning and Implementation Committee
Nominations and Appointments Committee
TC Review Committee .

In addition, the Board of Governors may create such ad hoc committees as may be necessary to assist the Board with short-term projects. Ad hoc committees shall have a life of one calendar year or less. Any extension beyond the end of the calendar year shall require specific action by the Board of Governors.

Committee Operations. Each Board and Standing Committee shall have the right to create subcommittees of its own selection. The cognizant Vice President or Executive Committee liaison shall be an ex-officio, non-voting member of any such committees, except as otherwise specified. Voting members of all boards, standing committees and subcommittees shall be Members of the Society, unless specified otherwise. Qualified individuals who are not Members of the Society may be appointed to serve as non-voting consultants to make their expertise available to these bodies.
Term of Appointment and Duration. Unless specified otherwise, the term of appointment of committee members, including the chairman, shall be three calendar years. However, when it is in the best interests of the Society, a committee member may be reappointed.

Unless specified, appointments shall normally be distributed to avoid termination of more than approximately one-third of the membership of any board or standing committee at the end of any calendar year.
Liaison Activities. In support of IEEE purposes and objectives, there may be both ad hoc and continuing working arrangements with entities of the IEEE or other not-for-profit organizations. In the event of designation by the IEEE of the Signal Processing Society, or any of its boards or committees as representatives thereof, to provide such representation, authority for actions or arrangements shall reside with the IEEE Board of Directors or the IEEE Executive Committee.

208. Awards Board.

Duties. The functions of the Awards Board shall be to:
1. solicit candidates for all Society awards and prizes in accordance with the requirements for each award;
2. solicit nominations of candidates from among the Society’s members for IEEE Fellow grade;
3. solicit nominations and appoint the Society’s Distinguished Lecturers annually;
4. assist the nominations of worthy Society members for awards and recognitions that may be available from other sources outside the Society and the IEEE.
5. review and select best paper awards from the nominations.
Nominations and endorsements for awards and recognitions on behalf of the IEEE Signal Processing Society shall be the sole purview of the IEEE Signal Processing Society Awards Board on behalf of the IEEE Signal Processing Society Board of Governors, and no other technical, administrative, ad hoc, editorial, standing, or other committee or board of the Society shall participate in such nominations and endorsements processes, except as expressly written elsewhere in these bylaws or delegated on a case by case basis by the Awards Board.
Composition. The Awards Board shall comprise ten (10) members: The Vice President-Awards and Membership, as Chair; the Chair of the Fellow Reference Committee; six (6) Technical Committee members, each year two members will be elected by the Board of Governors from a pool of nominations generated by the Technical Committees whose terms on the Awards Board may not exceed three years, non-renewable; one Editor-in-Chief nominated by the Publications Board to serve for one year, non-renewable; one member-at-large, who shall be appointed for one year, renewable once.
Fellow Reference Committee.
1. Charter. The Fellow Reference Committee shall be responsible for evaluating nominations for IEEE Fellow that are referred for review by the IEEE Fellow Committee.
2. Composition.The Fellow Reference Committee shall comprise the chair, who shall be appointed by the Vice President-Awards and Membership, with the advice and consent of the Executive Committee, to serve three years, non-renewable, and eight members-at-large who shall hold the grade of IEEE Fellow and shall be members of the Society in good standing. Terms of the members-at-large shall be three years, non-renewable. The Vice President-Awards and Membership shall serve ex-officio, without vote. The Chair should seek nominations for members-at-large from broad constituencies of the Society to guarantee a fair representation from the key technical disciplines of the Society, including representation from industry. The selection and appointment of the members-at-large is done by the Chair with the advice and consent of the Executive Committee.
Signal Processing Society Awards. The Society's Awards shall be:
1. Society Award.The Society Award honors outstanding technical contributions in a field within the scope of the Signal Processing Society and outstanding leadership within that field.
2. Technical Achievement Award. The Technical Achievement Award honors a person who, over a period of years, has made outstanding technical contributions to theory and/or practice in technical areas within the scope of the Society, as demonstrated by publications, patents, or recognized impact on the field.
3. Meritorious Service Award.The Meritorious Service Award honors contributions to the Signal Processing Society. Up to two Meritorious Service Awards may be presented annually, provided nominations meet the specific criteria.
4. Best Paper Award. The Best Paper Award honors the author(s) of a paper of exceptional merit dealing with a subject related to the Society’s technical scope, and appearing in one of the Society’s solely owned periodicals, irrespective of the author’s age.
5. Young Author Best Paper Award. The Young Author Best Paper Award honors the author(s) of an especially meritorious paper dealing with a subject related to the Society’s technical scope and appearing in one of the Society’s solely owned periodicals and who, upon the date of submission of the paper, is less than 30 years of age.
6. Signal Processing Magazine Best Paper Award. The Signal Processing Magazine Best Paper Award shall honor the author(s) of a paper of exceptional merit and broad interest on a subject related to the Society’s technical scope and appearing in the Society’s magazine.
7. Signal Processing Magazine Best Column Award. The Signal Processing Magazine Best Column Award shall honor the author(s) of a column of exceptional merit and broad interest on a subject related to the Society's technical scope and appearing in the Society's magazine.
8. Signal Processing Society Education Award. The Signal Processing Society Education Award honors educators who have made pioneering and significant contributions to signal processing education.
Appointment of Distinguished Lecturers. As detailed in the Policy and Procedures, the Awards Board will vet nominations for the Society’s Distinguished Lecturers and annually appoint individuals to represent the Society to travel and present lecturers at Society and other events.
Creation of New Awards and Other Recognitions. Recommendations for new Society awards and other forms of recognition shall be submitted by the Awards Board to the Board of Governors for recommendation to the IEEE.
Presentation of Recognitions. The awards and other recognitions of the Society shall be presented at times and places approved by the Awards Board, if not otherwise detailed in these Bylaws.

209. Conference Board.

Duties. The policies and plans for technical meetings sponsored or co-sponsored by the Signal Processing Society, or in which any Society participation is involved, shall be developed, implemented, and evaluated by the Conference Board. The Conference Board shall, as needed, prepare recommendations for new meetings and for individuals to manage them.

The Conference Board shall be responsible for the coordination of all the Society’s technical meeting activities and for overseeing the activities of the technical meeting organizing committees.
Composition. The voting members of the Conference Board shall comprise the Vice President-Conferences as chair, the Society’s Vice President-Finance; the General Chairs of the immediate past and priors year’s International Conference on Acoustics, Speech, and Signal Processing (ICASSP); the General Chairs of the immediate past and prior year’s International Conference on Image Processing (ICIP); one member named by the Vice President-Publications; three representatives selected by the Technical Directions Board shall serve for up to three years, non-renewable; and up to two members-at-large appointed by the Vice President-Conferences, each serving for up to two years, non-renewable. The non-voting members include the Society’s Executive Director, Director-Membership Services and Director-Industrial Relations. The Society President is, de facto, a member of all society boards and committees; however, his/her presence at the meeting shall not be used to constitute a quorum. The two members-at-large may not be selected from the pool of current or future ICASSP/ICIP General Chairs, preferably one member-at-large will be from industry.
Executive Subcommittee. The Conference Board shall be served by a subset of its membership, which shall form an Executive Subcommittee. The membership of the Executive Subcommittee shall comprise: the Vice President-Conferences as chair, the Society’s Vice President-Finance, two Conference Board members, each shall serve for one year and the Executive Director shall serve ex-officio, without vote.

It shall be the role of the Executive Subcommittee to review and make recommendations to the Conference Board on any matters of interest arising from actions of the Society’s Executive Committee or Board of Governors, or from the IEEE, that may affect the Society’s technical meetings.

The Executive Subcommittee shall also communicate to the Society’s Executive Committee or Board of Governors matters arising from the Conference Board that are deemed of concern to the health of the Society’s technical meetings. Finally, the Executive Subcommittee shall prepare, for consideration and appropriate action by the Conference Board, policy, procedures, and plans concerning technical meetings involving the Society.
Meetings. Meetings of the Conference Board shall be held in conjunction with the meetings of the Board of Governors at ICASSP and ICIP. When the Board of Governors does not meet at ICIP, the Conference Board may still meet with ICIP when it has written commitment of attendance from a sufficient number of voting members to constitute a quorum (majority of the voting members of the Conference Board). Meetings of the Conference Board that are not held in conjunction with ICIP shall be held in conjunction with a technical meeting in which the Society has a financial interest.
Travel Support. Participation on the Conference Board shall be considered a personal commitment. Any support for travel of the voting members to meetings of the Conference Board shall be strictly limited to that specifically detailed in the Policy and Procedures Manual.

210. Membership Board.

Duties. The Membership Board shall:
1. monitor Society membership and advise the Board of Governors of trends and opportunities;
2. promote and foster membership development and improve membership relations;
3. provide liaison with IEEE membership committees, with Section and Chapter officers, and with staff;
4. address, proactively, the issues of Member and Student Member retention;
5. identify value/benefit/services to members and recommend policy/mechanism for recruiting members.
Composition. The Membership Board shall be chaired by the Vice President-Awards and Membership. The members shall be: four Regional Directors-at-Large, Chapter Chair, Director–Membership Services, Director–Industrial Relations, Vice President-Finance, President, and Executive Director and Manager, Awards and Membership (both ex-officio, non-voting).
Chapters Committee.
1. Duties. The Chapters Committee shall create and promote interest in the Society’s activities by assisting the formation of Chapters within IEEE Sections; shall assist established Chapters via promotion, topics, media, or technical speakers for chapter meetings; shall develop material to assist Chapters in the support of student branch chapter activities; shall provide liaison for the Society’s Chapters with the IEEE’s Regions and Sections, as appropriate; and shall work to insure compliance of Society Chapters with IEEE’s requirements for Chapters.
2. Composition. The Chapters Committee shall have six members: the Chair, who shall be appointed by the Vice President-Awards and Membership with the advice and consent of the Executive Committee, and one member each to represent IEEE Regions 1-6, Region 7, Region 8, Region 9, and Region 10. Each of these Regional representatives shall be SPS Chapter Chairs currently serving. The maximum term on the Chapters Committee shall be three years, non-renewable with the terms of no more than half of the Committee expiring at any one time.
Membership Services Committee.
1. Duties. The Membership Services Committee shall identify value/benefit/services to members and recommend policy/mechanism for recruiting members; develop programs and material to facilitate member recruiting and service; maintain and develop contacts with leadership and membership constituents; and provide proper communication channels and feedback.
2. Composition. The Membership Services Committee shall have six members: the Chair, Director-Membership Services, who shall be appointed by the Vice President-Awards and Membership with the advice and consent of the Executive Committee, and five members appointed by the Director with the advice and consent of the Membership Board.
Industrial Relations Committee.
1. Duties. The Industrial Relations Committee shall identify value/benefit/services to attract/retain industrial members; develop programs and material to facilitate industrial member recruiting and service; maintain and develop contacts with leadership and industrial constituents; and provide proper communication channels and feedback.
2. Composition. The Industrial Relations Committee shall have six members: the Chair, Director-Industrial Relations, who shall be appointed by the Vice President-Awards and Membership with the advice and consent of the Executive Committee, and five members appointed by the Director with the advice and consent of the Membership Board.

211. Publications Board.

Duties. The Society Publications Board shall develop policies and plans for the Society’s publications activities; review publication page budgets; represent the Society to the IEEE and other organizations for publications matters; review proposals for new publications; and insure the high quality of all of the Society’s sponsored and co-sponsored publications.
Composition. The voting members of the Publications Board shall comprise: the Vice President-Publications as chair; the Editor-in-Chief of each of the Society’s publications; one member named by the Vice President-Conferences; and the Vice President-Finance. The non-voting members include the Society’s Executive Director, Society representatives to co-sponsored publications, Director-Membership Services and Director-Industrial Relations. Society representatives are required to attend one Publications Board meeting a year either at ICASSP or ICIP. The representatives to co-sponsored publications will not be counted to make a quorum of the Publications Board.
Editorial Boards. Each of the Society’s publications shall be guided by an Editorial Board chaired by the Editor-in-Chief of the publication. The Society’s Executive Director shall serve ex-officio, without vote.

The Editorial Board shall be responsible for insuring that the publication maintains the highest quality while adhering to the publication rules and procedures of both the Society and the IEEE. Its membership shall comprise the associate editors whose terms are active. Terms of service of associate editors shall be as detailed in the "Guide for Associate Editors."
Meetings. Meetings of the Publications Board shall be held in conjunction with the meetings of the Board of Governors at ICASSP and ICIP. When the Board of Governors does not meet at ICIP, the Publications Board will precede the Fall Board of Governors’ meeting at the same location as the Board. The Publications Board may also meet in conjunction with the IEEE Panel of Editors meeting.
Travel Support. Participation on the Publications Board shall be considered a personal commitment. Any support for travel of the voting members to meetings of the Publications Board shall be strictly limited to that specifically detailed in the Policy and Procedures Manual. No travel support will be provided to Society representatives of co-sponsored publications to attend Publications Board meetings.
Society Representatives of Co-Sponsored Publications. Representatives are appointed to bring forward the Society’s point-of-view, not their individual point-of-view, to the journal’s Editorial Board and/or Steering Committee. Representatives should seek the guidance of the Publications Board when issues/action items arise from the co-sponsored publication they present. Society representatives must provide to the Publications Board copies of agendas and minutes of the activities they represent and are required to attend one Publications Board meeting a year either at ICASSP or ICIP.

212. Technical Directions Board.

Duties. The Technical Directions Board shall be responsible to the Board of Governors for evaluating the Society’s technical goals, objectives, organization and operational plans in light of the scientific, technological, economic, and social climate for the purpose of identifying strategic issues for attention by appropriate entities of the Society. The Technical Directions Board will assist the Board of Governors in the Society’s strategic and long-range planning. The Technical Directions Board should be proactive with regard to the Society's technical oversight and profile. The Technical Directions Board will conduct its business via an annual face-to-face meeting, which will be held at ICASSP and conference calls.
Composition. The Technical Directions Board shall comprise: the Vice President-Technical Directions as Chair; the chairs of each of the Society’s Technical Committees; the technical chairs of the next two, approved ICASSP and ICIP conferences and the Executive Director ex-officio, non-voting. Each Technical Committee Chair shall hold one vote per Technical Committee. In the event the Technical Committee Chair can not attend the Technical Directions Board meeting, an alternate may be assigned. Each Technical Committee Chair must submit annually to the Vice President-Technical Directions the specific individual who will serve as alternate for the Technical Committee.

213. Long-Range Planning and Implementation Committee.

Duties.The Long-Range Planning and Implementation Committee shall guide the agenda of the long-range planning retreats and insure that recommendations from those retreats receive appropriate volunteer and staff attention, as well as possible incorporation into the Society’s operations by the Board of Governors and Executive Committee. The Long-Range Planning and Implementation Committee will meet annually at ICASSP; it will report to the Board of Governors.
Composition. The Chair of the Long-Range Planning and Implementation Committee shall be the President-Elect. The members shall be: the President, the Executive Director, one Member-at-Large from each class on the Board of Governors. One additional Member may be named at the discretion of the President-Elect.

214. Nominations and Appointments Committee.

Duties. The Nominations and Appointments Committee shall:
1. stimulate nominations and at the same time, keep track of under-representation of key populations for future nominations;
2. establish a connection to the major boards and committees in order to generate Member-at-Large, Officer and other nominations;
3. rank nominations for Member-at-Large and Officer elections;
4. submit to the Board of Governors a list of candidates recommended for nomination to the positions of Officers. The list shall be submitted in time for the elections and in accordance with balloting requirements (See Sections 303.4, 303.5);
5. submit to the electorate no later than 1 July for the annual General Election, at least two candidates for each Member-at-Large position becoming vacant;
6. submit to the Board of Governors no later than the Fall meeting, a list of candidates recommended by the Society to serve on IEEE/TAB boards and committees.
Composition. The Nominations and Appointments Committee shall consist of a chair who shall be the Past President of the Society, and seven other members, none of whom may be currently serving as an officer of the Society or a Member-at-Large of the Board of Governors. The term of committee members shall be two-years, individuals may serve more than one term and such terms can be consecutive up to two consecutive terms. Five of the voting members of the Nominations and Appointments Committee shall be elected or appointed by the Board of Governors, while the Chair can appoint two members with the advice and consent of the Executive Committee by considering the balance of regional, technical, and gender diversity.

A member of the Nominations and Appointments Committee may be nominated and run for a position for which such member’s respective Nominations and Appointments Committee is responsible for making nominations only on the following conditions: (i) the nomination is not made by a member of the same Nominations and Appointments Committee and (ii) the member resigns from the Nominations and Appointments Committee prior to its first meeting of the year in which the nomination shall be made.

The Chair of the Nominations and Appointments Committee shall not be eligible to be elected to the Board of Governors during their term of service. In the event of the incapacity or conflict of interest of the Chair, the most recent Past Chair of the Nominations and Appointments Committee available shall be the Chair of the Nominations and Appointments Committee. With extenuating circumstances, a different individual may be appointed to this position.

215. TC Review Committee.

Duties. The TC Review Committee shall guide the formal review process of the Technical Committees. The TC Review Committee will insure the ongoing health of the Society’s technical community and excellence of its technical activities. The TC Review Committee will meet annually with a major Society conference to review the Technical Committees; it will report to the Board of Governors.
Composition. The Chair of the TC Review Committee shall be the President-Elect. The committee members shall be appointed for two-year terms by the President-Elect from among the Members-at-Large on the Board of Governors. The number of Members-at-Large on the TC Review Committee shall be such that the membership of the TC Review Committee should at least equal the number of TCs being reviewed in any given year.

216. Executive Office.

The Signal Processing Society shall employ, in accordance with IEEE rules and regulations, salaried staff to support its volunteer leaders, boards and operations. The staff shall be housed in the Society’s Executive Office and/or other locations as approved by the Board of Governors, and shall have a size commensurate with the extent and complexity of the Society’s products and services. The Society’s activities and operations and the staff supporting these shall be managed by the Executive Director; Manager, Publications; Manager, Conference Services and Manager, Operations.
Executive Director.The Executive Director is responsible for the overall management and administration of the Society’s professional staff. In consultation with the Society leadership, the Executive Director assures: compliance with Human Resources guidelines and regulations; provides problem resolution; oversees staff skills building requirements, and unifies the work effort across the mission of the staff organization. The Executive Director is responsible for helping formulate the strategic directions for the Society’s operations, products and services and implementing the decisions of the Board of Governors and the Executive Committee. The Executive Director serves as an ex-officio, non-voting member of the Board of Governors and the Executive Committee. The Executive Director reports to the President and to the IEEE Managing Director of Technical Activities.
Manager, Publications. The Manager, Publications oversees the activities of subordinate Society publications staff and day-to-day operations that relate to all aspects of the publications activities of the Society involving its magazines, journals, transactions, newsletters, and other publications-related online and electronic content. The Manager, Publications serves as a non-voting member of the Publications Board of the Society. The Manager, Publications reports to the Vice President-Publications and to the Executive Director.
Manager, Conference Services. The Manager, Conference Services oversees the activities of subordinate conference Society staff and day-to-day operations that relate to all aspects of conference activities of the Society involving its conferences, workshops, symposia, and other conference-related online and electronic content. The Manager, Conference Services serves as a non-voting member of the Conferences Board of the Society. The Manager, Conference Services reports to the Vice President-Conferences and to the Executive Director.
Manager, Operations. The Manager, Operations oversees the activities of subordinate administrative Society staff and day-to-day operations that relate to supporting the governance and administrative activities of the Society involving Society budgets and other financial requirements, Society’s chapters and sections, distinguished lecturer activities, appearance and content of Society’s web presence, awards, Board of Governors and Executive Committee meetings, Technical Committees, nominations and elections, and archival records. The Manager, Operations reports to the Vice President-Finance and to the Executive Director. The Manager, Operations also reports to the pertinent Society Vice Presidents on matters of their purview..

217. Finances.

Authority to Raise Funds. The Society may raise funds through dues, technical meetings, publications, or such other means as may be permitted by these Bylaws or by the rules and policies of the IEEE.
Role of IEEE Headquarters. IEEE Headquarters shall act as bursar for all society funds except as specified hereunder. Collection of and accounting for annual dues and fees shall be the responsibility of the IEEE. Other fiscal matters may be handled through the Society’s office. For all other circumstances, to safeguard the Society’s funds, the Board of Governors shall be prudent in making arrangements.
Conference Funds. The Organizing Committee for a technical meeting may, with the consent of the Board of Governors, authorize the opening of an interest-bearing account for deposit and disbursement of funds related to the technical meeting. In turn, the Board of Governors shall be provided with:
1. the location of the account;
2. the size of the account;
3. the names of the signatories to include an IEEE/Society staff member;
4. arrangements for insurance and bonding.
Technical meetings sponsored with other technical organizations may be excluded from the above provisions where a charter of operations for those organizations has been approved by the Board of Governors and the IEEE.