Bylaws

Approved 20 September 2007

200.0 MANAGEMENT

201. Officers.

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

President. The President shall chair the Board of Governors and the Executive Committee and shall oversee staff activities. The President shall call an Annual Meeting of the Board of Governors.
An incapacity of the President that does not constitute a vacancy of office shall be determined by the Board of Governors, or by the Executive Committee, if the incapacity occurs at a time when it is not feasible to convene a meeting of the Board of Governors and there is a need for action. In addition, the President may declare a condition of incapacity and the duration thereof by written communication to the President-Elect. During such incapacity, the President-Elect shall assume the duties of the President. If the President-Elect is unavailable or incapacitated, the Board of Governors shall designate an individual to assume the duties of the President. In the event of a vacancy of the President, the President-Elect will succeed to the President position. An election will be held to nominate a new President-Elect.

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.
An incapacity of the President-Elect that does not constitute a vacancy of office shall be determined by the Board of Governors, or by the Executive Committee, if the incapacity occurs at a time when it is not feasible to convene a meeting of the Board of Governors and there is a need for action. In addition, the President-Elect may declare a condition of incapacity and the duration thereof by written communication to the President. During such incapacity, the Past President shall assume the duties of the President-Elect. If the President-Elect is unavailable or incapacitated, the Board of Governors shall designate an individual to assume the duties of the President-Elect. In the event of a vacancy of the President-Elect, the Board of Governors will hold an election to fill the vacancy.
Past President. The Past President shall chair the Nominations and Appointments Standing Committee. He/she also will be responsible for orientation activities for all the Society's major boards and committees, including the Board of Governors and the Executive Committee. He/she will attend and participate in all of the Society's strategic and long-Range planning activities. An incapacity of the Past President that does not constitute a vacancy of office shall be determined by the Board of Governors, or by the Executive Committee, if the incapacity occurs at a time when it is not feasible to convene a meeting of the Board of Governors and there is a need for action. In addition, the Past President may declare a condition of incapacity and the duration thereof by written communication to the President. During such incapacity, the Senior Past President shall assume the duties of the Past President. If the Senior Past President is unavailable or incapacitated, the Board of Governors shall designate an individual to assume the duties of the Past President.
Vice President-Awards and Membership. The Vice President-Awards and Membership, shall chair the Awards 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 and the Chapters Standing Committee of the Board of Governors, and the annual selection and appointment of Distinguished Lecturers.
An incapacity of the Vice President-Awards and Membership that does not constitute a vacancy of office shall be determined by the Board of Governors, or by the Executive Committee, if the incapacity occurs at a time when it is not feasible to convene a meeting of the Board of Governors and there is a need for action. In addition, the Vice President-Awards and Membership may declare a condition of incapacity and the duration thereof by written communication to the President. During such incapacity, the immediate Past Vice President-Awards and Membership shall assume the duties of the Vice President-Awards and Membership. If the immediate Past Vice President-Awards and Membership is unavailable or incapacitated, the Board of Governors shall designate an individual to assume the duties of the Vice President-Awards and Membership. In the event of a vacancy of the Vice President-Awards and Membership, the Board of Governors will hold an election to fill the vacancy.
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.
An incapacity of the Vice President-Conferences that does not constitute a vacancy of office shall be determined by the Board of Governors, or by the Executive Committee, if the incapacity occurs at a time when it is not feasible to convene a meeting of the Board of Governors and there is a need for action. In addition, the Vice President-Conferences may declare a condition of incapacity and the duration thereof by written communication to the President. During such incapacity, the immediate Past Vice President-Conferences shall assume the duties of the Vice President-Conferences. If the immediate Past Vice President-Conferences is unavailable or incapacitated, the Board of Governors shall designate an individual to assume the duties of the Vice President-Conferences. In the event of a vacancy of the Vice President-Conferences, the Board of Governors will hold an election to fill the vacancy.
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.
An incapacity of the Vice President-Finance that does not constitute a vacancy of office shall be determined by the Board of Governors, or by the Executive Committee, if the incapacity occurs at a time when it is not feasible to convene a meeting of the Board of Governors and there is a need for action. In addition, the Vice President-Finance may declare a condition of incapacity and the duration thereof by written communication to the President. During such incapacity, the immediate Past Vice President-Finance shall assume the duties of the Vice President-Finance. If the immediate Past Vice President-Finance is unavailable or incapacitated, the Board of Governors shall designate an individual to assume the duties of the Vice President-Finance. In the event of a vacancy of the Vice President-Finance, the Board of Governors will hold an election to fill the vacancy.
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.
An incapacity of the Vice President-Publications that does not constitute a vacancy of office shall be determined by the Board of Governors, or by the Executive Committee, if the incapacity occurs at a time when it is not feasible to convene a meeting of the Board of Governors and there is a need for action. In addition, the Vice President-Publications may declare a condition of incapacity and the duration thereof by written communication to the President. During such incapacity, the immediate Past Vice President-Publications shall assume the duties of the Vice President-Publications. If the immediate Past Vice President-Publications is unavailable or incapacitated, the Board of Governors shall designate an individual to assume the duties of the Vice President-Publications. In the event of a vacancy of the Vice President-Publications, the Board of Governors will hold an election to fill the vacancy.
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 is encouraged to attend meetings of the Technical Committees, so he/she is knowledgeable of the issues/activities each group is encountering. Any support for travel to the Technical Committee meetings shall be strictly limited to that specifically detailed in the Policy and Procedures Manual. Travel approval is needed in advance by the Society President.

An incapacity of the Vice President-Technical Directions that does not constitute a vacancy of office shall be determined by the Board of Governors, or by the Executive Committee, if the incapacity occurs at a time when it is not feasible to convene a meeting of the Board of Governors and there is a need for action. In addition, the Vice President-Technical Directions may declare a condition of incapacity and the duration thereof by written communication to the President. During such incapacity, the immediate Past Vice President-Technical Directions shall assume the duties of the Vice President-Technical Directions. If the immediate Past Vice President-Technical Directions is unavailable or incapacitated, the Board of Governors shall designate an individual to assume the duties of the Vice President-Technical Directions. In the event of a vacancy of the Vice President-Technical Directions, the Board of Governors will hold an election to fill the vacancy.
Vice Presidents-Elect. In order to provide for orderly and informed turnover of Society business from a Vice President to his/her successor, the Society shall create Vice Presidents-Elect. To accomplish this, elections for Vice President positions, which terms are due to expire at the end of the Calendar Year, shall occur at the beginning of each year, by e-mail ballot, in sufficient time to be confirmed at the Spring Board of Governors meeting. The newly elected individual(s) shall then hold the position of Vice President-Elect for the duration of the term of the incumbent. Vice Presidents-Elect shall be informed of and welcome to attend and participate, ex-officio without vote, in meetings of the Board of Governors and the Executive Committee.
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 203.10.

202. Chief Staff Executive.

The Chief Staff Executive of the Society shall be called the Executive Director. The Executive Director is not an officer of the Society. The duties of the Executive Director are central to the management of the Society in that he/she has responsibility for the Society’s staff operations and has in his/her portfolio the responsibility to assist the Officers in implementing the decisions of the Board and Executive Committee. In that context, the activities of the Executive Director are broad, encompassing all aspects of Society activity. In keeping with Society policy for service on its boards and committees, the Executive Director is required to be a member of IEEE and of the Signal Processing Society and serves as a non-voting member of the Board of Governors, the Executive Committee, and all of the Society’s major boards and committees.

An incapacity of the Executive Director does not constitute a vacancy of office. However, this position is important to the orderly continuation of Society activities and, as such, a plan for coverage of the activities of the Executive Director for a limited period of incapacity is prudent. On notification from the Executive Director to the President of a period of incapacity, the President shall select, from among the Society’s management staff, an Acting Executive Director to run staff operations. The Acting Executive Director need not be a member of IEEE or of the Society.

In the event of vacancy of the position of Executive Director, the President and/or his designate, shall work with the IEEE Human Resources Department and the IEEE Managing Director-Technical Activities to advertise and fill the position. The Society may also determine whether it wishes to fill the position of SPS Executive Director from within existing Society’s staff or existing IEEE staff. The individual hired for this position must be or must be eligible, to immediately become a member of IEEE and of the Society.

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 17 members who shall be the seven officers of the Society elected by the Board of Governors and the nine Members-at-Large elected by the voting members of the Society (See Sections 302, 303). The Executive Director shall serve ex-officio, without vote.

Annual Meeting. The President shall call an Annual Meeting of the Board of Governors, normally for the month of October.
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 order to maximize travel convenience for members of the Board, and minimize travel expense, Board meetings shall be scheduled as follows:

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. All members of the Board of Governors, whether member- or Board-elected shall have voting privileges. The presiding officer of the Board shall have no vote on th 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 Laws, 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.
Order of Business. An appropriate order of business for the Annual Meeting of the Board of Governors shall be:

Roll Call

Approval of Agenda

Approval of Minutes or

Approval of Consent Agenda (includes minutes)

President's Report

Treasurer's Report

Action Items

Discussion Items

Information Items

Report of the Officers

Other Reports

Old Business

New Business

Selection of Next Meeting Date

Adjournment.

Only those items considered to be non-controversial, and that are documented in the agenda materials distributed in advance of the meeting, may appear on the Consent Agenda. A single objection by a voting member of the Board of Governors shall be sufficient to move an item from the Consent Agenda to the Action Agenda.

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 not exceed the limits 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 30 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. It shall appoint the chairs of the Society's Standing Committees and Technical Committees, with the advice and consent of the Board of Governors. 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 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 and its committees; Membership and Chapters Committees; Distinguished Lecturer Activities; Nominations and Appointments
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; Technical Committees.

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 or 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:

by the affirmative vote of two-thirds majority of the members of the Board of Governors; or,
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
by non-attendance to Board of Governors meetings as outlined in Bylaw 203.10.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:

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
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.

Removal of an Editor-in-Chief, Technical Committee Chair. An Editor-in-Chief of the Society may be removed, with or without cause, by affirmative vote of two-thirds of the voting members of the Executive Committee. An Editor-in-Chief so removed shall be considered to be removed from all Society duties including, but not limited to, the Publications Board and the editorial board he/she chairs.
A Technical Committee Chair of the Society may be removed as a member of that technical committee, with or without cause, by affirmative vote of two-thirds of the voting members of the Executive Committee. A Technical Committee Chair so removed shall be considered to be removed from all Society duties including, but not limited to, the Technical Directions Board, and the technical committee he/she chairs.
Removal of a Committee Member. A member of a Society major board or committee may be removed as a member of that board or committee, with or without cause, by affirmative vote of two-thirds of the voting members of the appointing body.
Removal of Representatives. A Signal Processing Society representative appointed to another IEEE organization or to an organization outside IEEE may be removed, with or without cause, by the Society President.
Suspension from Office. An Officer elected by the Society’s Board of Governors may be suspended for cause from his/her authority to act.

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.
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.
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.

Decisions need not be unanimous; final outcomes may be determined by majority vote of the membership of the ad hoc committee. Dissenting members may include their dissenting opinion as part of the report; the length of such dissent will be determined as part of the committee’s operational rules.

After the ad hoc committee has determined its final ruling, the ad hoc committee chair shall be responsible for preparing a short report documenting the committee’s findings. The report shall be provided to the individual who brought the conflict matter forward.

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
Chapters Committee
Conference Board
Long-Range Planning and Implementation Committee
Membership Committee
Nominations and Appointments Committee
Publications Board
Technical Committees
Technical Directions Board
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 committee, 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. nominate candidates for all Society awards and prizes in accordance with the requirements for each award;
2. nominate candidates for IEEE awards and prizes in accordance with the requirements for each
3. solicit nominations of candidates from among the Society's members for IEEE Fellow grade;
4. solicit nominations and appoint the Society’s Distinguished Lecturers annually;
5. fulfill the Society's obligation to assist the IEEE Fellow Committee by reviewing and evaluating the technical contributions of nominees whose work is related to the technical interests of the Society;
6. assist the nominations of worthy Society members for awards and recognitions that may be available from other sources outside the Society and the IEEE.
Nominations and endorsements 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 the nominations and endorsements process, except as expressly written elsewhere in these bylaws.
Composition. The Awards Board shall comprise ten (10) members: The Vice President-Awards and Membership, elected by the Signal Processing Society Executive Committee, as Chair; the Chair of the Fellow Reference Committee who shall be appointed by the Vice President-Awards and Membership for a maximum term of three years, non-renewable; 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 of a publication fully sponsored by the Signal Processing Society who shall cycle in the order of the creation of the publications, which order currently is: IEEE Transactions on Signal Processing, IEEE Signal Processing Magazine, IEEE Transactions on Image Processing, IEEE Transactions on Audio, Speech, and Language Processing, IEEE Signal Processing Letters, IEEE Transactions on Information Forensics and Security, and Journal of Selected Topics in Signal Processing; 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 up to eight members-at-large appointed by the chair of the Fellow Reference Committee 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.
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. The prize shall be $2500, a plaque and a certificate, and shall be presented at the Society's Awards Ceremonies, normally held during ICASSP in the Spring following selection of the winner. Current officers and members of the Signal Processing Society Board of Governors are ineligible. Previous recipients of the Signal Processing Society Award are ineligible. Nominees shall be judged on the basis of outstanding technical contributions and leadership in a field within the scope of the Society as evidenced by publications, patents, books, lectures, etc. Self-nominations are not accepted or considered. Nominations may arise from any individual or technical committees of the Society and shall be submitted directly to the Society's Awards Board. The Awards Board will insure that all nominations are vetted by the appropriate Society Technical Committee(s) prior to final nomination and subsequent balloting by the Board of Governors.
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. The prize shall be $1500, a plaque and a certificate, and shall be presented at the Society's Awards Ceremonies, normally held during ICASSP in the Spring following selection of the winner.
  Current officers and members of the Signal Processing Society Board of Governors are ineligible. Previous recipients of the Signal Processing Technical Achievement Award are ineligible. Self-nominations are not accepted or considered. Nominations may arise from any individual or technical committee of the Society and shall be submitted directly to the Society's Awards Board. The Awards Board will insure that all nominations are vetted by the appropriate Society Technical Committee(s) prior to final nomination and subsequent balloting by the Board of Governors.
3. Meritorious Service Award. The Meritorious Service Award honors contributions to the Signal Processing Society. It shall consist of a plaque and a certificate. The current President of the Signal Processing Society is ineligible. Previous recipients of the Signal Processing Society Meritorious Service Award are ineligible. Current members of the Awards Board and the Board of Governors are ineligible. Judging shall be based on dedication, effort, and contributions. Presentation shall be made at the Society's Awards Ceremonies, normally held during ICASSP in the Spring following selection of the winner. Self-nominations are not accepted or considered. Nominations may arise from any individual or committee of the Society and shall be submitted directly to the Society's Awards Board for review and subsequent balloting of the final nomination by the Board of Governors.
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. The prize shall be $500 per author (up to a maximum of $1500 per award) and a certificate. In the event that there are more than three authors, the maximum prize shall be divided equally among all authors and each shall receive a certificate. Eligibility is based on a five-year window: for example, for the 1993 Award, the paper must have appeared in one of the Society's Transactions between January 1, 1988 and December 31, 1992. Current members of the Signal Processing Society Awards Board are ineligible. Judging shall be on the basis of general quality, originality, subject matter and timeliness. Up to six Best Paper Awards may be presented annually, either at the Society's Awards Ceremonies, normally held during ICASSP in the Spring or at ICIP in the Fall following selection of the winner(s). Self-nominations are not accepted or considered. Nominations may arise from any individual or a technical committee, editorial boards of the Society's publications, and shall be submitted directly to the Society's Awards Board. The Awards Board will insure that all nominations are vetted by the appropriate Society Technical Committee(s) prior to final nomination and subsequent balloting by the Awards Board.
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. The prize shall consist of $500 per author (up to a maximum of $1500 per award) and a certificate. Eligibility is based on a three-year window; for example, for the 1993 Award, the paper must have appeared in one of the Society's Transactions between January 1, 1990 and December 31, 1992. Current members of the Signal Processing Society Awards Board are ineligible. Judging shall be on the basis of general quality, originality, subject matter, and timeliness. Up to six Young Author Best Paper Awards may be presented annually, either at the Society's Awards Ceremonies, normally held during ICASSP in the Spring or ICIP in the Fall following selection of the winner(s). Self-nominations are not accepted or considered. Nominations may arise from any individual or a technical committee, including editorial boards of the Society's publications, and shall be submitted directly to the Society's Awards Board. The Awards Board will insure that all nominations are vetted by the appropriate Society Technical Committee(s) prior to final nomination and subsequent balloting by the Awards Board.
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. The prize shall consist of $500 per author (up to a maximum of $1500 per award) and a certificate. In the event that there are more than three authors, the maximum prize shall be divided equally among all authors and each shall receive a certificate. To be eligible for consideration, a paper must have appeared in IEEE Signal Processing Magazine in any issue predating the Spring Awards Board meeting (typically held in conjunction with ICASSP). Presentation shall be made either at the Society's Awards Ceremonies, normally held during ICASSP in the Spring or at ICIP in the Fall following selection of the winner. Judging shall be on the basis of quality and effectiveness in presenting subjects of broad interest to the Society's members. Current members of the Signal Processing Society's Awards Board are ineligible. Self-nominations are not accepted or considered. Nominations may arise from any individual or technical committee, including readers of the Magazine, or members of the editorial board of the Magazine or the Society's other publications, and shall be submitted directly to the Society's Awards Board. The Awards Board will insure that all nominations are vetted by the appropriate Society Technical Committee(s) prior to final nomination and subsequent balloting by the Awards Board.
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. The prize shall consist of $500 per author (up to a maximum of $1500 per award) and a certificate. In the event that there are more than three authors, the maximum prize shall be divided equally among all authors and each shall receive a certificate. To be eligible for consideration, an article must have appeared in the Columns and Forums Section of the IEEE Signal Processing Magazine in any issue predating the Spring Awards Board meeting (typically held in conjunction with ICASSP). Presentation shall be made either at the Society's Awards Ceremonies, normally held during ICASSP in the Spring or at ICIP in the Fall following selection of the winner. Judging shall be on the basis of quality and effectiveness in presenting subjects of broad interest to the Society's members. Current members of the Signal Processing Society's Awards Board are ineligible. Self-nominations are not accepted or considered. Nominations may arise from any individual or committee, and shall be submitted directly to the Society's Awards Board. The Awards Board will insure that all nominations are vetted by the Signal Processing Magazine Editorial Board prior to final nomination and subsequent balloting by the Awards Board.
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. Nominees shall be judged by a career of meritorious achievement in signal processing education as exemplified by writing of scholarly books and texts, course materials, and papers on education; inspirational and innovative teaching; creativity in the development of new curricula and methodology. The prize shall be $1500, a plaque and a certificate, and shall be presented at the Society's Awards Ceremonies, normally held during ICASSP in the Spring following the selection of the winner. Current officers and members of the Signal Processing Society Board of Governors are ineligible. Current serving members of the Awards Board are ineligible. Self-nominations are not accepted or considered. Nominations may arise from any individual or committee and shall be submitted directly to the Society's Awards Board. The Awards Board will insure that all nominations are vetted by the Signal Processing Education Technical Committee as well as the Technical Committee covering the technical discipline of each nominee, prior to final nomination and subsequent balloting by the Board of Governors.
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. Chapters Committee.

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.
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.

210. 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 Conferences 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 Conference Board shall comprise the Vice President-Conferences as chair, the Conference Board Treasurer, the Society's Vice President-Finance; the General Chairs of the current, immediately past and the next International Conference on Acoustics, Speech, and Signal Processing (ICASSP); the General Chairs of the current, immediately past, and the next International Conference on Image Processing (ICIP); representatives of half of the Technical Committees shall serve for one year, with a schedule of service determined by the Technical Directions Board; one dedicated representative from Industry and two members-at-large appointed by the Vice President-Conferences, one of whom will serve as Secretary for the Conference Board. The Society's Executive Director shall serve ex-officio, without vote. Technical Committees not having a voting member in a particular year are, nevertheless, encouraged to send a representative to the meeting. 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 Conference Board Treasurer and the Industry representative shall serve for three years, non-renewable. Terms of service of Technical Committee representatives shall be one year, non-renewable. The term of a member-at-large shall be one year, renewable once.
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 Conference Board Treasurer, the Conference Board member-at-large currently serving as Secretary, the Society's Vice President-Finance, one ICASSP or ICIP General Chair currently serving on the Conference Board to be selected by the Vice President-Conferences, and the Executive Director.
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.

211. 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.

212. Membership Committee.

Duties. The Membership Committee shall:
1. monitor Society membership and advise the Board of Governors of trends and opportunities;
2. provide promotional material and plan membership drives;
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.
Composition. The Chair of the Membership Committee shall be appointed by the Vice President-Awards and Membership, with the advice and consent of the Executive Committee. The members shall be: the Chair of the Awards Board, the Chair of the Chapters Committee, and six members-at-large, none of whom may be serving concurrently on the Board of Governors.

213. 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. vet nominations for Member-at-Large and Officer elections. The vetting process should result in a list of candidates with rationale;
4. submit to the Board of Governors a list of candidates recommended for nomination to the positions of Vice President. 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 Executive Committee a list of recommendations for appointment to all minor boards and standing committees of the Board of Governors. The list shall be submitted in time for appointment no later than the Fall meeting of the Board of Governors.
6. 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;
7. 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.
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.

214. 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 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; the Vice President-Finance; the Society's Executive Director ex-officio, non-voting, and Society representatives to co-sponsored publications, ex-officio, non-voting. 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.

215. 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.

216. 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 equal the number of TCs being reviewed in any given year.

217. Corporate Office.

Location.The Society shall maintain a corporate office co-located with the IEEE Service Center or other appropriate IEEE location.
The Society shall reimburse the IEEE for any and all expense in the hiring, housing, and maintaining of the Society staff operation. Such reimbursement shall be planned and approved as part of the Society’s annual budget.
Staff.The chief staff officer of the Society shall be the Executive Director, who shall be an employee of the IEEE. Such other staff as may be required to service the needs of the leadership and the member activities shall be employed on the Society’s behalf by the IEEE, upon authorization of the Board of Governors. Coordination of Society staff activities shall be accomplished by the Society President and the Staff Director, IEEE Technical Activities.
The Executive Director shall be responsible for the day-to-day operation of the corporate office and staff management. The Executive Director shall cooperate with the officers and volunteer leaders of the Society to fulfill the Society’s mission and goals. The Executive Director shall be responsible for drafting/maintenance of the Society’s controlling documents and organizational manual. The Executive Director shall attend and, as appropriate, participate in meetings of the Society and of the IEEE.