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Article II

Meetings of the Board of Governors

Section 1

The BoG shall meet at least once during the year, usually around the time of the Annual Meeting of the Society. In addition, the ExCom shall meet at least once during the year, usually six months prior to the BoG meeting.

Section 2

The order of business at each Annual Meeting of the BoG shall include:

  • Roll Call
  • Approval of minutes of the previous meeting
  • Approval of report on business transacted other than at a meeting
  • Approval of communications
  • Report of officers
  • Report of committees
  • Unfinished business
  • Approval by the BoG of candidates for BoG positions to be elected by the membership-at-large
  • New business
  • Adjournment

Section 3

A roll call shall be taken at the beginning of each BoG meeting. The Secretary shall record the names of those voting members present or represented by proxy and announce whether a quorum exists.

Section 4

No meeting of the BoG shall be held to transact business unless each member has been notified of the time and place of such meeting 20 days prior to the scheduled date of the meeting. However, if less than a quorum attends a duly called meeting, tentative actions may be taken that will become effective upon subsequent ratification, either at a meeting, teleconference, or by mail, by a majority of all the voting members of the BoG. Minutes of such meetings, with a ballot, shall be sent by mail or e-mail by the Secretary to each BoG member. Ballots must be returned within 30 days of mailing to be counted.

Section 5

Meetings of the BoG may be advanced, postponed, or cancelled only by the President, for due cause with notification to all members of the BoG.

Section 6

The Secretary shall submit in writing or e-mail within 30 days after their adoption all motions, directives, and orders of the BoG to the persons or members affected. He/she shall transmit a complete and accurate copy of the minutes of all meetings of the BoG to all members of the BoG.

Section 7

The Secretary shall be responsible for sending notices of the time and place of all meetings to the members of the BoG and appropriate guests. The BoG Meeting shall occur during the annual conference of the SMCS.

Section 8

Parliamentary Authority. The procedure and conduct of the BoG meetings shall be governed by Robert's Rule of Order, Revised insofar as it is applicable and not inconsistent with the SMCS Constitution and Bylaws or the IEEE Constitution and Bylaws.

Section 9

The BoG 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.

Section 10

The BoG or any committee thereof may take action without a meeting if applicable (e.g. email voting). An affirmative vote of a majority of all the voting members of the BoG 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 transmissions shall be filed with the minutes of the proceedings of the BoG 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.


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