Section 1.
The Council shall be composed of representatives from the IEEE Societies and Associate Council Societies listed in the Bylaws. Each represented Society must agree to share responsibility for all financial obligations of the Council, in accordance with Article VI of this Constitution and Article V of the Bylaws. The Associate Societies may have advisory representatives on the Council, but may not vote and will not share financial responsibility.

Section 2.
Each new Council Society or Council Associate Society must receive approval by a two-thirds vote of the existing Council Members and by the IEEE Technical Activities Board before it may join the Council.

Section 3.
If a Council Society does not have one or more representatives present at any Council meeting during a calendar year, and is inactive in Council affairs, the Council Society may be dropped from Council membership by an affirmative vote of two-thirds of the legally cast votes of the remaining voting members of the Council. Notice of such proposed action shall be given to the President of the delinquent Society at least twenty days before the Council meeting. Such action must also be approved by the IEEE Technical Activities Board.

Section 4. The officers of the Council shall be as follows:

President

Vice-President

Secretary

Treasurer

Section 5. The voting members of the Council shall consist of:

1. Two representatives to be appointed by each Council Society.
2. The President, Vice-President, Secretary, Treasurer, and Editor of the IEEE Journal of Solid-State Circuits.
3. The Chairman of the Executive Committee of the next IEEE International Solid-State Circuits Conference (ISSCC).
4. A Representative from the Operating Committee of the next IEEE Custom-Integrated Circuits Conference (CICC).
5. The Region 8 Representative to Council
6. The Region 9 Representative to Council
7. The Region 10 Representative to Council

An individual may not serve simultaneously as an officer and as a Council Society representative. If such a situation develops, the officer position shall take precedence over a Society appointment, and any resulting vacancies shall be filled promptly by the appropriate Society. The Chairman of the Executive Committee, the Program Chairman of the next ISSCC, the Representative from the Operating Committee of the next CICC, and the Region 8, 9 and 10 Representatives may not be Council Officers or Society representatives during their terms as Chairman or Representative, respectively.

Section 6.
Each representative and officer on the Council must be an IEEE member. Failure to meet or maintain this qualification must result in an immediate, automatic vacancy.

Section 7.
The terms of office of the Council Society, Associate Society and Regional representatives on the Council shall be two years. Representatives may be appointed for more than one term. Filling an unexpired term for more than six months shall count as a full year.

Section 8.
Whenever there are within-term vacancies of the Council representatives, the President shall request the appropriate Society to make the appointments needed to complete the unexpired terms. If the office of Vice-President is vacant, voting members of Council shall elect a new Vice-President promptly. If the office of President is vacant, the Vice-President becomes President. The Vice-President shall serve for the remainder of the calendar year plus one additional year if he assumes office before July 1st. He shall act as President for the remainder of the calendar year and the two following calendar years if he assumes office on or after July 1st.

ARTICLE IV Election of Officers

Section 1.
The voting Members of the Council shall elect a new Vice- President at the annual meeting preceding a new President's term. The term of the Vice-President shall be two years coinciding with the the President's two-year term; the Vice-President shall become President on January 1st of the year following the completion of the two-year term of the previous President.

Section 2.
Election of the Vice-President shall be by a method detailed in the Bylaws, which method shall include a provision for nominations of members of the Council societies who are not currently sitting on the Council but who are familiar with Council activities through prior participation in related programs.

 

ARTICLE V Powers, Privileges, and Duties

Section 1.
It shall be the duty of each representative of a Council Society to vote on, and participate in, all matters before the Council and to keep the society administrative committee informed concerning Council business. Members of any Council society adcom who are not representatives may attend any meeting of the Council and shall be allowed the floor at any Council meeting but may not make motions, vote, or preside.

Section 2.
The duties and responsibilities of the Officers and Members of the Council shall be as defined hereunder and in the Bylaws, and as further delineated by the Council.

Section 3.
The President, under the direction of the Council, shall call all regular, annual, and special meetings of the Council and shall preside at all such meetings. He shall coordinate and supervise all activities of the Council and have such other powers and perform such other duties as may be provided in the Council Constitution or Bylaws or as may be delegated to him by vote of the Council. It shall be his duty to see that the orders and resolutions of the Council, the IEEE Technical Activities Board, the IEEE Executive Committee, and the IEEE Board of Directors are carried out. The President shall be an ex officio member of all Standing and Special Committees of the Council, except the Nominations Committee. He may vote in the Council meetings if necessary to break a tie, and may vote during the election of officers. The President shall be an ex officio member of the Technical Activities Board and, when notified of a meeting of said Board, shall ensure representation of the Council at meetings of this Board. He may delegate such representation to another Officer or Member of the Council on a meeting-by-meeting basis, by notice to the President of the Technical Activities Board. If an alternate is not available, the President shall present the view of the Council by a letter to the TAB chairman. With the advice and consent of the Council, the President shall appoint the Secretary and Treasurer of the Council, the Editor of the IEEE Journal of Solid-State Circuits, the Region 8, 9 and 10 Representatives and two representatives to the ISSCC Executive Committee on or before January 1st of the year in which he takes office. The offices of the Secretary and Treasurer may be combined if the President so chooses. The Secretary and Treasurer or Secretary- Treasurer, and the Editor appointments need not be made from among the individuals who would be on the Council as Society representatives; but, if such selections seem to be in the best interest of the Council, the resulting vacancies must be filled promptly, in accordance with Article III, Section 8. Technical committees and special or ad hoc committees may be established as needed. With the advice and consent of the Council, the Council President shall appoint committee officers (and members, if not specifically delegated in the establishment action of the Council) and shall fill any vacancies that occur during the year. Individuals appointed as Committee officers or members and to similar posts shall have a term of one year, but shall serve until their successors are appointed or the Committee dissolved, except where other terms are specifically designated by the Constitution or Bylaws.

Section 4.
The Vice-President shall assist the President in fulfilling his duties and shall assume the duties and have the powers, privileges, and responsibilities of the President during the latter's absence or incapacity. He shall become President upon the death, resignation, or permanent incapacity or completion of the term of the President.

Section 5.
The Secretary shall be responsible for all reports, petitions, and records concerning the Council. He shall keep true and faithful minutes of all meetings of the Council and shall make such reports of his activities as may be required by the Council, the Technical Activities Board, or the IEEE Executive Committee. He shall be responsible for sending out notices according to instructions of the President or required by the Council Constitution or Bylaws. He shall keep in files, copies of all meeting notices, minutes of meetings, letters, and bulletins sent and received during the past seven years, except for those which may be specifically assigned to the custody of others, and he shall send current archival copies to IEEE Headquarters for storage. In the absence or incapacity of the President and Vice- President, the Secretary shall perform the duties and have the powers, privileges, and responsibilities of the President during their absence or incapacity.

Section 6. The Treasurer shall propose a budget for Council operation, for approval by the Council, and shall monitor expenditures to verify that they are in accord with the approved budget. He shall prepare financial reports as requested by the President. The Treasurer shall not be responsible for auditing the accounts of the IEEE International Solid-State Circuits Conference. He shall keep the Treasurers of the Council Societies informed on Council financial matters affecting their Society budgets. The proposed budget for the next ISSCC shall be sent to the Council President and Treasurer for their review and approval. The Treasurer may utilize the services of IEEE Headquarters as bursar for all or part of the Council funds, as provided by the IEEE Bylaws and Statements of Policy. If any part of the Council funds is received and deposited separately, the terms and conditions shall be in accord with IEEE policies and subject to the Council Bylaws and to any other limitations imposed by the Council. Disbursements shall be made on the signature or instructions of the Treasurer. If the Treasurer is disabled or unable to serve, the President may make disbursements during the incapacity.

Section 7.
The President, Vice-President and appointed Officers shall normally assume office on January 1st of the year following the two- year term of the previous president, or as soon thereafter as practical.

Section 8.
Monies held by or for the Council legally belong to the IEEE, and such monies shall not be expended for activities prohibited by the Constitution, Bylaws, and Statements of Policy of the Institute, the Constitution and Bylaws of the Council, by regulations published in the IEEE Technical Activities Board Manual, or any other purposes known to be inimical to the interests of IEEE. Returns from investment of Council funds shall be credited to the Council.

Section 9.
No Officer of the Council, Member of the Council, or other representative on the Council shall have any authority to contract debts for, pledge the credit of, or in any way bind the IEEE for any amount in excess of the funds allocated to each Council program, function, or plan in a budget previously authorized by the Council.

Section 10.
No Officer of the Council, representative on the Council, or Editor shall receive, directly or indirectly, any salary, traveling expenses, compensation, or emolument from the Council as an Officer or in any other capacity unless authorized by the Council or by the Bylaws of the Council.

ARTICLE VI Financial Support

Section 1.
The financial support for the Council shall be derived from the income from subscription sales of the IEEE Journal of Solid-State Circuits, any surplus from the ISSCC that has been distributed, from other conferences, workshops, programs and products sponsored by the Council, and from allocations of funds available to the Technical Activities Board.

Section 2.
The Council may raise revenues by other means provided such means are consistent with applicable IEEE rules and regulations, and do not encroach on revenue fields of prior established Councils, Societies, or Sections. The Council must receive an opinion from the General Manager of the IEEE that any new revenue means not explicitly covered by IEEE Statements of Policy does not conflict with IEEE policy before being adopted by the Council.

ARTICLE VII Council Meetings

Section 1.
Meetings of the Council shall be held at such times as are found necessary or convenient. Meetings of the Council may be called by the President of the Council at his own discretion, or upon request by at least four other Officers or Members of the Council. The time, place, and agenda shall be announced to all voting and ex officio Members of the Council at least twenty days in advance of the meeting, or by first-class mail to the address of record at least twenty-five days in advance of the meeting.

Section 2.
The Council shall have its Annual Meeting at the time and place designated by the President, preferably at the end or near the beginning of each calendar year.

Section 3.
Six voting members of the Council shall constitute a quorum. All Officers and Council Members shall have an equal vote, except as otherwise provided in the Constitution or Bylaws. Written proxies will not be accepted in determining the quorum. The Editor of the IEEE Journal of Solid-State Circuits, the Secretary, and the Treasurer shall be ex officio members of the Council with a vote on all matters except election of officers and changes to the Constitution and Bylaws. If the offices of Secretary and Treasurer are combined, there shall be one vote by that Officer.

Section 4.
If a representative from a Council Society, or the Chairman of the Executive Committee of the next IEEE International Solid-State Circuits Conference, or the representative of the next IEEE Custom Integrated Circuits Conference or a Regional Representative is unable to attend a meeting of the Council, the President of the Society, or Conference Executive Committee or Operating Committee or the Council President may designate a substitute by a letter of proxy. Officers of the Council may not delegate their powers by proxy.

Section 5.
A majority of the votes cast by a proper quorum attending a Council meeting shall be necessary in the conduct of its business, except as otherwise provided in this Constitution or the Bylaws.

Section 6.
Business of the Council may be transacted by correspondence, telephone, facsimile, or telegraph, where in the opinion of the President matters requiring action can be adequately handled in that manner. Telephone acts are to be confirmed promptly in writing. All voting members of the Council are to be balloted on such interim actions, and a majority of the entire Council is necessary for ratification of the actions, unless otherwise provided by the Constitution or bylaws.

Section 7.
If less than a quorum attend a duly called meeting, tentative actions may be taken that will become effective upon subsequent ratification, either at a meeting or by mail, as specified in Sections 5 and 6 above. If by mail, in lieu of separate ballots, minutes of such meetings may be sent by the Secretary to the entire Council and shall be deemed to have been ratified unless specific disapproval of any actions taken at such meetings are reported to the Council President within twenty days of mailing said minutes by not less than one-half of all eligible votes.

ARTICLE VIII Publications

Section 1.
All Council publication activities shall be subject to IEEE policies, and to any further guidance or controls prescribed by the Council or its duly-appointed committees.

Section 2.
The Council shall publish the IEEE Journal of Solid-State Circuits, as approved by the IEEE Executive Committee. Selection of the published material shall be in accordance with the objectives and policies of IEEE and the Council.

 

Section 3.
The President, with the advice and consent of the Council, shall appoint such editors, including associate and guest editors, as may be required to implement the publication program. The duties of an editor, and any compensation, shall be set by the Council, in accordance with the Bylaws.

ARTICLE IX Conference and Technical Meetings

Section 1.
All Council conference and technical meeting activities shall be subject to IEEE policies, and to any further guidance or controls prescribed by the Council or its duly-appointed committees.

Section 2.
The Council shall determine the time and location of each IEEE International Solid-State Circuits Conference (ISSCC).

Section 3.
The Council shall appoint the Chairman of the Executive Committee of the ISSCC. The Executive Committee Chairman shall be appointed toward the end of the year preceding the conference year in which he serves. The ISSCC Program Chairman shall be appointed by the Council upon nomination by the Chairman of the Conference Executive Committee. Each of these appointments shall be for one conference year.

Section 4.
If there is to be a distribution of surpluses or deficits arising out of the ISSCC or other technical meetings, the Council shall determine the distribution.

ARTICLE X Recall

Section 1.
If at any time and for any reason the best interests of the Council seem to require a change in Council representatives or Officers during the year, the matter shall be duly and carefully considered by the Council. The Council shall meet for the special purpose of considering and voting upon the recommended change. The call for the meeting must be issued not less than twenty days before the date set, or by first-class mail, to the address of record no later than twenty-five days prior to the meeting. At least twenty days before the Council meeting, notice of such proposed action shall be given to all appropriately interested individuals, including the President and Secretary of each Council Society involved.

Section 2.
An affirmative vote of two-thirds of the votes cast by a proper quorum of the Council Members present shall be necessary to declare a vacancy for cause. For the purposes of this Section, an abstention shall be counted as a cast vote; i.e., to recall requires two- thirds of the entire voting potential, and if negative votes and abstentions total one-third or more, the recall fails.

Section 3.
Upon an affirmative vote of two-thirds of the Council Members present, any vacancies created by recall shall be filled in accordance with the provisions of other Articles of this Constitution.

ARTICLE XI Amendments

Section 1.
Amendments to this Constitution may be adopted or changed by action of the Council at a regular or special meeting provided that:

1. Notice of the meeting and of the proposed change must be mailed by first-class mail to the last-known address of each Member of the Council at least twenty-five days prior to such meeting.
2. A two-thirds affirmative vote of the votes legally cast by the Members of the Council is required for passage.
3. An amendment may be approved by a mail ballot if at least a thirty-day period is provided for such responses, and two-thirds of the entire Council votes affirmatively.
4. The amendment shall become effective after ratification by the Technical Activities Board and the IEEE Executive Committee.

Section 2.
Bylaws to this Constitution may be adopted or changed by a majority affirmative vote of the votes legally cast by the Council at a regular or special meeting, provided that notice of the meeting and a copy of the proposed change is mailed by first-class mail to the last known address of each Member of the Council at least twenty days prior to such meeting. A Bylaw may also be adopted or changed by mail ballot provided: a copy of the proposed change is mailed to the last known address of each Member of Council; at least twenty days is allowed for a reply; a majority of the entire Council votes affirmatively. The Bylaw or Amendment shall be filed with the Secretary of the Technical Activities Board, at least twenty days prior to the effective date.

Section 3.
The Constitution, Bylaws, and Statements of Policy of the IEEE shall, at all times, take precedence over those of the Council.

Section 4.
All amendments to the Constitution or Bylaws shall become effective as soon after the affirmative vote and all approvals required by IEEE policies have been obtained, unless a later date has been specified at the time the vote is taken.