Bylaws

ARTICLE B-I–NAME SECTION

The official abbreviation of the Institute of Industrial and Systems Engineers Inc. name shall be IISE and the official logo shall carry this in place of the full name.
The official IISE logo may be used on stationary, promotional brochures, chapter publications, websites, etc., only upon approval by the Secretary of the Corporation.
A geographical subdivision shall be known as a Region. Each region shall be identified by a geographically significant name as approved by the Institute of Industrial and Systems Engineers.
Each Chapter or geographic Networking Community shall be identified by inserting in its title, the name of the geographical area or the educational institute that it serves; e.g., the Boston Chapter or Ohio State University Chapter.
Each Society, Division, Interest Group, Technical Networking Community, or Discussion/Topic Group shall be identified by inserting in its title the description of the special field of interest that it serves, e.g., Engineering Economy Division.

ARTICLE B-II–PURPOSES SECTION

Definition: Industrial Engineering is concerned with the design, improvement and installation of integrated systems of people, material, information, equipment and energy. It draws upon specialized knowledge and skills in the mathematical, physical and social sciences together with the principles and methods of engineering analysis and design to specify, predict and evaluate the results to be obtained from such systems.
Indemnification: The Corporation shall indemnify each person who is or was a trustee, officer, employee or agent of the Corporation (including the heirs, legal representatives or estate of such person), or is or was serving at the request of the Corporation as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise as to any act or omission taken in his or her official capacity as trustee, officer, employee or agent of the corporation to the full extent permitted by the Ohio Revised Code, or any successor provisions of the laws of the State of Ohio. This indemnification shall include, without limitation, reasonable expenses, attorneys' fees, judgments, fines and settlements incurred in defense of civil, criminal, administrative or investigative actions and proceedings, except action by or in right of the Corporation itself, provided that the individual acted in good faith and in a manner which he/she believed was in, or not opposed to, the best interests of the Corporation. The indemnification shall include criminal proceedings, if the individual has no reason to believe that his/her conduct was unlawful. The adverse termination of an action or proceeding does not create the presumption that the individual lacked good faith or was behaving illegally. Such indemnification shall be made only in accordance with the laws of the State of Ohio, and subject to the conditions prescribed therein. The amount of indemnification shall be determined in the manner prescribed by the Ohio Revised Code Annotated. This indemnification obligation of the Corporation set forth herein shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which any party may be entitled under any other bylaw provision or resolution approved by the shareholders pursuant to the Ohio Revised Code.
Insurance: The Corporation may purchase and maintain insurance at its expense, to protect itself and any such trustees, officers, employees or agents, against any such liability, cost, payment or expense whether or not the Corporation would have the power to indemnify such person against such liability.

ARTICLE B-III—ETHICS SECTION

Any action of dismissal of a member as mentioned in Article III, Section 2 of the Constitution shall be initiated by a Chapter, Networking Community, Discussion/Topic Group, Society, Division or Interest Group. This action must be approved by a 2/3 vote of their leadership. The accused has the right to present his or her case to their Leadership Team. Their recommendation for or against dismissal will be conveyed in writing to the Board of Trustees. A ¾ vote of the Board of Trustees will be required to dismiss a member.
In the event that withdrawal of the charter of any active Chapter, Networking Community, Discussion/Topic Group, Society, Division or Interest Group is being considered, the SVP Regional Operations or SVP Technical Operations will give the group leadership due notice that the action is under consideration. A statement of charges against the group shall accompany such notice, and the chapter shall have the opportunity to reply to these charges before action by the Board of Trustees. Activity shall be measured against standard criteria established by the Regional Operations Board (ROB) or Technical Operations Board (TOB).

ARTICLE B-IV–MEMBERSHIP SECTION

Members will be assigned to a chapter in whose region they reside. Postal Zip Codes will determine this assignment. Any member who is identified as a Student at an institution served by a University Chapter of IISE shall be affiliated with that chapter.
Members who reside outside the borders of the closest chapter’s borders will be assigned to an At Large Chapter unless they choose to be affiliated with a physical local chapter.
Members may additionally choose membership in a Society, Division, Interest Group, Networking Community, or a Discussion/Topic Group. This freedom of choice could require additional cost(s) as approved by the Board of Trustees.
Current grades of membership are Member, Senior Member, Fellow, Student Member and Transitional Member. Special membership classifications exist for non-US, Global/International memberships. Additionally, special classifications can be created and/or sustained by Board of Trustee action (examples: Retired, or Lifetime Memberships). Organizational memberships are available for corporations, partnerships, academic institutions, government agencies, and other like organizations.
The Council of Fellows is composed of all current members who have achieved the membership grade of Fellow, and is represented directly on the Board of Trustees by the Immediate Past President.
Membership dues, payment schedule, and fee structure are set by the Board of Trustees.
Members may resign at any time. However, no dues will be refunded.
All applications for membership should be sent directly to IISE Headquarters for processing unless the Board of Trustees has set another process for residents of a particular non-US country. All new members will automatically be assigned Member grade unless the new member is qualified for Student membership grade.

ARTICLE B-V—ORGANIZATION SECTION

The Institute shall be divided into geographical regions as defined by the Regional Operations Board and approval of the Board of Trustees.
The number of physical local Chapters, virtual At Large Chapters, Discussion/Topic Groups, Networking Communities or Societies, Divisions and Interest Groups shall be determined by the Regional Operations Board or Technical Operations Board and approval of the Board of Trustees.
University/College Chapters shall be located at Institutions of higher education where chapter synergy exists and can be organized and sustained by an appointed/volunteer faculty advisor.
The number of Societies, Divisions, Interest Groups, Discussion/Topic Groups, and Networking Communities in the Institute shall be limited only by the desire of the membership to organize.
Societies, Divisions, Interest Groups, Discussion/Topic Groups, and Networking Community organizations shall cut across region and chapter organization and shall be independent of it.
Robert’s Rules of Order Newly Revised shall be the standard authority for IISE business transacted.
Board of Trustees members with voting rights will be permitted to give their written proxy to another voting member of the BOT in the event that they will not be able to attend a meeting. Proxies will not remain in effect past the single meeting listed in the authorization. A proxy is automatically voided if the board member giving it is able to attend the meeting. The proxy must refer to a specific voting topic and include the giver’s wishes for how the vote is to be cast. Multiple proxies may be issued to permit votes on multiple topics, and the BOT member may give proxies on different votes to different individuals.

ARTICLE B-VI—BOARD OF TRUSTEES SECTION

The Board of Trustees is the elected constituent representatives for the membership and the profession.
Voting members include President, President-elect, Past President and elected Senior Vice Presidents. Membership will consist of as few as 9 or as many as 15, depending on membership focus, delivery of service benefits, operating structure, or need.
Non-voting members on the Board of Trustees include Treasurer, Board Secretary and Executive Director. Other non-voting members may be added by approval of the Board of Trustees as needed.
The operating structure of the Institute, the meeting time, agenda and record, standing or task force committees are the responsibility of the Board of Trustees.
The President chairs Board meetings.
The Board of Trustees oversee daily management of the Institute’s fiscal business plan, in support of membership needs and values, managed by the Executive Director and hired professional staff.

ARTICLE B-VII–INSTITUTE OFFICERS AND DIRECTORS SECTION

The President shall be the Chief Executive Officer of the IISE and shall provide the leadership and give overall directions to all IISE activities and operations. The President shall promote the growth and stature of the Industrial Engineering profession and represent the IISE to the engineering profession, other pertinent organizations, and the public at large, and also preside at Board of Trustees meetings and the IISE Annual Meeting.
The President-elect shall be responsible for the long-range and organizational planning functions of the IISE, all Sponsorship activities, all financial affairs and act as IISE's Chief Financial Officer. This individual shall assist the President as required, serve in the absence of the President and be prepared to assume the duties of the President.
The Past President shall be responsible for all honors and awards and chairs the Nominating Committee for the incoming slate of elected officers. This individual shall assist the President and Executive Director as required, or requested, to assure continuity of IISE leadership.
The Nominating Committee shall nominate at least two candidates for each open position who have consented to having their names appear on the ballot and who are willing to fulfill the duties of the office. (See Attachment 4 for specific slate of annual officers and responsibilities of positions required, their nomination source, and term of office.)
The Executive Director shall be responsible for the preparation and distribution of the ballots.
The properly completed returned ballots shall be counted by the Executive Director and a Committee of Tellers appointed by the President, not less than thirty (30) or later than sixty (60) days after the ballot was mailed. Election of office shall be by simple majority of all valid votes. All candidates shall be notified at once.
The Senior Vice Presidents shall assist the President in the overall administration of the IISE and act for the President in all relations with the Institute officers, directors, and others reporting to them.
The Senior Vice Presidents-at-large whose responsibility shall be assigned by the President as recommended by the President-elect, includes participation on task forces and committees and performing special projects.
The Executive Director shall be the Administrative Officer of the IISE and execute the policies and directives of the IISE Annual Meeting and the Board of Trustees on behalf of the Institute. The Executive Director shall maintain administrative control of the IISE Headquarters staff, programs, and publications; provide liaison with other technical, management and professional societies, governmental and community affairs, as well as provide public relations activities; be responsible for the operation and development of global activities of the IISE and make policy recommendations regarding global activities, whenever necessary, and serve as secretary of the Council on Industrial Engineering. This individual shall be elected annually by the Board of Trustees to serve as the Secretary of the Corporation.
The Society Presidents and Network Community leadership shall be responsible for the policies and activities of their respective groups.
Other volunteer elected officer positions, supporting Professional Enhancement Structure or Function, Chapter or Geographical Networking Community Structure or Function, are reflected in Attachment 1, and support daily Institute operations per Attachment 2, or mapped responsibilities reflected in Attachment 3. The positions are approved annually by Board of Trustee action and are included in the Nominating Committee process (and matrix) reflected in Attachment 4.
The Treasurer shall report to and assist the President-Elect and Chief Financial Officer in directing the financial affairs of the Institute. The Treasurer shall make policy recommendations concerning accounting procedures and controls, recommend financial guidelines for all conference budgets and provide liaison on financial matters with the Executive Director and the President-elect. With Board of Trustees approval, the President-Elect and Chief Financial Officer may concurrently serve in the position of Treasurer.
The Board Secretary shall report to and assist the President in all Board matters including, but not limited to, agendas, action items, records, and time management.
The Board of Trustees’ organization chart defines reporting relationships and responsibilities, including: Chapters, Geographical Networking Communities, Regions, and membership structure or alliances globally and internationally, Society, Divisions, Interest Groups, Discussion/Topic Groups, and Networking Communities Leadership and Reporting Structure, professional enhancement and content support to in-house staff for publications, conferences, seminars, work shops, academic affairs, community affairs, and student affairs (see Attachment 1).
The Institute of Industrial and Systems Engineers’ organization chart defines the reporting relations between Executive Director, Directors, and staff who are responsible for day-to-day Institute operations, membership benefit value and delivery, and continuous improving customer service (see Attachment 2).
Cross-referenced and mapped roles and responsibilities between Board of Trustees and Headquarters’ staff are displayed in Attachment 3.
Elected officers, committee assignments, and appointed positions are described in Attachment 4.
Removal or discharge of any office or appointee convicted of conduct unbecoming the profession or a gentleperson requires ¾ vote by voting members of the Board of Trustees.
Replacement for the unfulfilled terms of office for deceased, resigned, removed, or discharged officers or appointments rests with the Board of Trustees.

ARTICLE B-VIII—FINANCES SECTION

The fiscal year shall be April 1 through March 31.
All Institute, Chapter, Geographical Networking Community, Society, Division, Interest Group, Discussion/Topic Group, and Networking Community dues shall become due on the last day of the month each year following the month in which the member was accepted for membership.
IISE dues structure and fees for Society, Division, Interest Group, Discussion/Topic Group, and Networking Community memberships are set by pricing strategy and approved by Board of Trustees. Pricing strategy is developed and proposed annually by CFO, Treasurer, Executive Director, and Institute Financial Officer. (Current pricing strategy is contained in Attachment 5.)
Dues rebates to provide localized membership benefits, services, and value will be provided to Senior Chapters, Societies, or Networking Communities that meet or exceed the enhanced health criteria developed by the Regional Operations Board or Technical Operations Board. Rebates are paid up to a maximum limit per member per year. Rebate policy is recommended by the operating structure to CFO, Treasurer, Executive Director and Institute Financial Officer and approved by Board of Trustees.
Student chapter dues rebates and reserve accounts are recommended by the Regional Operations Board to CFO, Treasurer, Executive Director and Institute Financial Officer and approved by Board of Trustees.
Full dues-paying members shall be entitled to join Discussion/Topic Groups, Networking Communities, Societies, Divisions, or Interest Groups (SDIG's) by the payment of the appropriate supplemental dues of the SDIG unit chosen. Societies shall have the authority to establish a supplemental dues structure for their members, which shall be approved by the operating structure and ratified by the Board of Trustees. Members may join as many SDIG units as they desire. All dues are payable to IISE in U.S. dollars unless an alternative payment process is approved by the Board of Trustees for members within a specific non-US country.
Retired and Life Member dues are contained with the Pricing Strategy approved by the Board of Trustees.
The President recommends and the Board of Trustees approves the selected audit accounting company, audit committee chairperson and committee members from members of the Board of Trustees for the coming year.

ARTICLE B-IX--ANNUAL MEETING SECTION

The IISE Annual Meeting shall be held in conjunction with the IISE Annual Conference.
The operating structure for professional enhancement will recommend and approve a rotating plan between regions in which the Annual Conference is held. The city and host chapter within the region will develop and execute the annual conference plan. Oversight leadership is provided by the Operating Structure. Final authority rests with the Executive Director and Board of Trustees.

ARTICLE B-X—COMMITTEES SECTION

The President may appoint Institute Committees.
The Executive Director and the Senior Vice Presidents may also appoint ad hoc committees or task forces for a specific function upon notification to the President. Such committees or task forces will be assigned a specific time frame in which they must complete their assigned tasks.
The Financial Audit Committee shall consist of three members of the Board of Trustees. The President upon approval of the Board of Trustees shall make appointments.
The Investment Committee shall consist of three members, one of whom shall be the Executive Director. The Treasurer shall be an ex-officio member. Appointments shall be made as necessary by the President upon recommendation of the President-elect and Chief Financial Officer and approval by the Board of Trustees.
The Scholarship Fund Trustees shall consist of five members, one of which may be the Executive Director. Election to the Scholarship Fund Trustees will be made by the Board of Trustees from nominations submitted by the President-elect and Chief Financial Officer. Term of office of elected Trustees shall be four years and they may succeed themselves once. Elected members of the Board of Trustees are not eligible to serve as Scholarship Fund Trustees. The chairperson will be one of the elected Trustees and will be elected by the Trustees themselves each year.
The Personnel Committee shall be the Immediate Past President, President and President-elect.
Institute officers, position and committee matrix is contained in Attachment 4.

ARTICLE B-XI--HONORS AND AWARDS SECTION

The Board of Trustees administers the Honors and Awards program under the direction of the IISE Honors Steering Committee and the Office of the President Committee.
The entire operation of the Honors and Awards Programs shall be listed and detailed in the Honors and Awards Manual which shall contain specific provisions as to criteria, selection of nominees, composition of selection committee, selection procedures, time tables, etc. The provisions of this manual shall be followed by all concerned except where it may conflict with any provisions of the Institute Constitution and Bylaws.
The Institute Honors Steering Committee will submit recipient recommendations to the Board of Trustees. The final selection of the recipient(s) shall be approved by the Board of Trustees.
The Institute Honors Steering Committee will be comprised of a Director of Honors, appointed by the Office of the President for a term of three years, not to succeed themselves. Each Operating Board will appoint a member to serve for two years on the Steering Committee. The Steering Committee will provide overall guidance to the Institute Honors program and will ensure adherence to the goal of supporting the Vision and Mission of IISE. Management of the awards will be spread out to the functional groups (Operating Boards) to provide support, review and management of their respective awards. All recommendations from the Operating Boards to make changes/additions/deletions to honors under their responsibility will be presented to the Steering Committee. The Board of Trustees will carry final approval.
The development of criteria for Chapter awards shall be the responsibility of the Regional Operations Board. Specific honors and awards issued by the Regional Operations Board will be judged by a nominating committee formed by the Senior Vice Presidents for Chapter/Networking.
The development of criteria for awards to Society, Division, Interest Group, Discussion/Topic Group and Networking Communities Technical Operations Board.
Honors and awards are summarized on Attachment 6.

ARTICLE B-XII—AMENDMENTS SECTION

Amendments to the Constitution shall become effective as soon as the ballot count establishes that the amendment was passed, or at such date as specified in the amendment.
The mail vote on amendments shall be conducted in such a manner that the privacy of the member is protected.
A statement shall accompany any proposed amendment, which is being mailed to the membership entitled to vote at the Institute level, by its proponents as to the reasons for the proposal. It shall also carry a statement by the IISE Board of Trustees recommending action giving the reasons for such recommendations.
The preparation of any amendment to the Constitution that is proposed by written petition shall be financed by the member(s) and/or the chapter(s) involved.
The Executive Director shall advise the membership of any approved amendment of the Constitution or Bylaws by issuing the same, within ninety (90) days of the adoption date.