THE INSTITUTE OF ELECTRICAL AND ELECTRONICS ENGINEERS, INC.
The Tennessee Council
BY-LAWS

ARTICLE I - Name
I.A. This organization shall be known as The Tennessee Council, of the Institute of Electrical and Electronics Engineers.

ARTICLE II - Organization & Scope
II.A. It is the object of The Tennessee Council to further the aims and ideals of the Institute, to facilitate the activities of the constituent Sections and to promote council-wide meetings and activities for the benefit of its members.

11.B. The territory served by this Council shall be the area served by its constituent Sections which includes the State of Tennessee and small portions of adjacent states as defined by the constituent Section by-laws.

ARTICLE III - Membership
III.A. All IEEE Sections with members within the State of Tennessee and other territories as defined in Article II.B comprise The Tennessee Council. When additional Sections are organized with members within the Tennessee Council territory, they may become members of this Council.

III.B. Group chapters may be formed and function within the Council and/or Sections within the Council, consistent with the Institute Constitution and By-laws. Sponsorship shall be in accord with the desires of the group chapter.

III.C. All Fellows, Life Members, Senior Members, and Members of the IEEE who are members of the constituent Sections shall be entitled to attend the meetings, vote, and hold office. Associate members of the IEEE who are members of the constituent Sections shall be entitled to attend meetings and vote, but shall not have the right to hold office.

III.D. Student members of the IEEE shall be entitled to attend meetings, but shall not have the right to vote or hold office.

ARTICLE IV - Officers
IV.A. Officers of The Tennessee Council shall be a Chair, a Vice-Chair, a Secretary, and a Treasurer, all of whom shall hold office for two years. Their term of office shall be two years commencing on January 1 and ending on December 31 or until their successors take office.

IV.B. Any vacancy among the officers occurring during their term shall be filled by Council Committee appointment.

IV.C. The Council Chair shall serve as the Council Representative for all Region 3 activities. The office of Chair may not be filled by members of the same Section within consecutive terms.

IV.D. The Council Chair, responsible to the Council Committee, shall have general supervision of the affairs of the Council and will provide the primary interface between the Council and the Regional Director. The duties, responsibilities, and qualifications for the office of Council Chair are described in the Regional Manual.

IV.E. The Vice-Chair shall assume the duties of the Chair during the latter s absence or incapacity, and shall assume any of the duties of the Chair when so directed by the Chair.

IV.F. The Secretary shall have the responsibility for sending out notices, preparing the agenda for, and recording the minutes of all meetings of the Council and of the Council Committee. The Secretary shall make such reports as may be required by the IEEE By-Laws.

IV.G. The Treasurer shall be responsible for the receipt, deposition, and recording of all monies in the name of the Council. The Treasurer shall make only such disbursements as approved by the Council Committee and shall make such reports as may be required by IEEE By-Laws and/or by federal laws. An annual report shall be issued to each Council officer.

IV.H. The offices of Secretary and Treasurer may be combined into a single office of the Secretary- Treasurer by a unanimous vote of the Council Committee. Division of the office of Secretary- Treasurer into separate offices of Secretary and Treasurer may be accomplished by the same process.

ARTICLE V - Management
V.A. There shall be a Council Committee consisting of the officers of the Council, the Past Chair, one delegate from each Section, and the Chair of each Standing Committee. These constitute the voting members of the Council Committee. The Council Committee will constitute the governing body of the Council and shall direct the management of its affairs.

V.B. The Council Chair shall appoint such standing committees as may be considered desirable, subject to the approval of the Council Committee.

ARTICLE VI - Nominations and Elections
VI.A. The Nominating Committee shall be chaired by the Past Council Chair and shall include the Chair from each Section. Appointed members must be qualified to hold office.

VI.B. The Nominating Committee shall propose at least one nominee for each office. The nominations shall be made known to the membership at least twenty-eight days prior to the election. Additional nominations may be made by petition signed by twenty-five voting members of the Council and submitted to the Nominations Committee Chair at least fifteen days prior to the date set for the election of officers. The election shall be held prior to December 1 of the year in which the Council Officers' two-year term of office ends.

VI.C. The officers shall be elected by a majority of the votes cast by delegates of the Sections which comprise the Council. Notification shall be given to the individual sections of the results of the election.

VI.D. It is the responsibility of the Council to determine specifically when, where, and how the election will be held.

ARTICLE VII - Meetings
VII.A. It shall be the policy of the Council to hold such meetings that are necessary and desirable to promote the welfare of the Council and its members. The Council shall hold at least one meeting each year within the Region.

VII.B. Meeting notices shall be published as directed by the Council Executive Committee.

VII.C. The majority of the voting members of the Council Committee shall constitute a quorum. Also, at least half of the Sections of the Council must be represented.

VII.D Robert's Rules of Order shall govern the conduct of all meetings.

ARTICLE VIII - Finances
VIII.A. There shall be no Council dues.

VIII.B. No assessments shall be levied upon individual members of the Council.

VIII.C. Expenses for social activities are not chargeable to the IEEE or the Council, but may be raised by voluntary action on the part of the members, or other acceptable medium with the approval of the Council Committee.

VIII.D. The ordinary expenses of the Council shall be defrayed by funds allocated by each constitute Section at a rate not to exceed $1.00 per Section member per year.

VIII.E. The Council shall develop an annual budget including expected income and expenses for the up- coming year. The budget shall be reviewed and approved by the Council Committee prior of the request for allocated funds as specified in Article VIII.D.

ARTICLE IX - General
IX.A. In order to provide for the proper handling of the Council's routine work and the management of its affairs, the Council Committee may adopt, in connection with these By-Laws, such rules and regulations as may be found necessary, but no rule or regulation shall be adopted that will conflict with the By-Laws or with the Constitution and By-Laws of the Institute of Electrical and Electronics Engineers.

ARTICLE X - Amendments to By-Laws
X.A. These By-Laws may be amended by a vote of two-thirds of the Council Committee Members in attendance at a Committee Meeting. Amended By-Laws shall become tentatively effective upon ratification by two-thirds vote of the constituent Sections, the Regional Committee, and the Regional Activities Board.

Revision 1: August 26, 1995