Bylaws
ARTICLE 1 - NAME SECTION
1.1 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.
1.2 Any use of the IISE logo by the Institute or any subdivision within IISE must follow IISE branding and logo guidelines. These guidelines are accessible through the IISE website or may be obtained from IISE staff.
1.3 Various subdivisions of IISE may exist based on common interests, such as geography, industry, role, university, etc.
ARTICLE 2 - PURPOSES SECTION
2.1 Definition: Industrial and Systems 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.
2.2 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 their 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 pursuant to the Ohio Revised Code.
2.3 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 the Corporation would have the power to indemnify such person against such liability.
ARTICLE 3 - ETHICS SECTION
3.1 Any action of dismissal of a member as mentioned in Article 3.2 of the Constitution may be initiated by a subdivision leader or the Board of Trustees. The member who is recommended for dismissal has the right to present a case to the Board of Trustees. A four-fifths vote of the Executive Committee of the Board of Trustees will be required to dismiss a member.
3.2 In the event that withdrawal of the charter of any active subdivision is being considered, a member of the Board of Trustees will give the subdivision leadership due notice that the action is under consideration. A statement of charges against the subdivision shall accompany such notice, and the subdivision shall have the opportunity to reply to these charges before action by the Board of Trustees. A four-fifths vote by the Executive Committee of the Board of Trustees will be required for the withdrawal of the charter of any active subdivision.
ARTICLE 4 – MEMBERSHIP AND ORGANIZATION SECTION
4.1 Members and customers may choose to affiliate with subdivisions of IISE. Participation in subdivisions may require additional costs as approved by the Executive Committee of the Board of Trustees.
4.2 Various membership types may be offered, such as professional member, student, Fellow, and Senior member.
4.3 The Council of Fellows is composed of all current members who have achieved the membership grade of Fellow.
4.4 Membership dues, payment schedule, and fee structure must be approved by the Executive Committee of the Board of Trustees.
4.5 Members may resign at any time. However, no dues will be refunded.
4.6 Applications for membership may be made on the IISE website.
ARTICLE 5 - BOARD OF TRUSTEES SECTION
5.1 The Board of Trustees represents the membership. The Board of Trustees provides strategic leadership, guidance, and direction for Institute actions and activities.
5.2 The Board of Trustees includes the following positions elected by the Membership: President, President-Elect, Past-President, Senior Vice President at Large – Academic, Senior Vice President at Large – Industry, Senior Vice President – North American Operations, Senior Vice President – Continuing Education, Senior Vice President – International Operations, Senior Vice President – Publications, Senior Vice President – Technical Operations, and Secretary. All elected positions serve three-year terms. Additional positions serving on the Board of Trustees who are not elected include: Vice President of Student Development, Industry Advisory Board Representative, and the highest-ranking staff leader. The term of non-elected positions can vary. Only elected positions have voting authority on the Board of Trustees.
5.3 The Executive Committee of the Board of Trustees includes President, President-Elect, Past-President, Secretary, one Senior Vice President, and the highest-ranking staff leader position. Only elected positions have voting authority on the Executive Committee. Selection of the Senior Vice President to participate on the Executive Committee will be determined based on current topics and work of the Executive Committee, and will be determined by the President, President-Elect, and Past-President. The term of the Senior Vice President on the Executive Committee may be one month to three years.
5.4 The operating structure of the Institute, the meeting time, agenda and record, and committees are the responsibility of the Board of Trustees.
ARTICLE 6 - INSTITUTE OFFICERS AND DIRECTORS SECTION
6.1 The President shall chair the Board of Trustees. The President shall promote the growth and stature of the Industrial and Systems Engineering profession and represent IISE to the engineering profession, other pertinent organizations, and the public at large, and preside at Board of Trustees meetings.
6.2 The President-Elect shall be responsible for the long-range and organizational planning functions of IISE. 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.
6.3 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 as required, or requested, to assure continuity of IISE leadership.
6.4 The Nominating Committee consists of the Past-President, President, President-Elect, highest-ranking staff leader, and the Senior Vice Presidents whose positions will be on the ballot. The Nominating Committee shall nominate a candidate for each open position who has consented to having their name appear on the ballot and who is willing to fulfill the duties of the office. Members interested in pursuing office may nominate themselves. Ballots will allow members to write-in candidates who are not on the ballot. Subdivision leadership positions appearing on the ballot shall follow the same procedure.
6.5 IISE Staff shall be responsible for the preparation and distribution of the electronic ballots, and a third-party will receive and tabulate all ballots, and will provide the complete results of the elections. Election to office shall be by simple majority of all valid votes. All candidates shall be notified in a timely manner of election results.
6.6 The highest-ranking staff leader will execute the policies and directives of the IISE Annual Meeting and the Board of Trustees on behalf of the Institute. The highest-ranking staff leader shall maintain administrative control of the IISE Headquarters staff, programs, and publications; liaise 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 IISE and make recommendations regarding global activities.
6.7 The Board Secretary shall report to and assist the President in all Board matters including, but not limited to, agendas, meeting minutes, action items, records, and time management.
6.8 IISE Staff shall maintain organization charts for staff and volunteer leadership positions. Every subdivision of IISE reports up through the President.
6.9 The Institute of Industrial and Systems Engineers’ organization chart defines the reporting relations for staff who are responsible for day-to-day Institute operations, membership benefit value and delivery, and customer service.
6.10 Removal or discharge of any officer or appointee convicted of conduct unbecoming the profession or a gentleperson requires four-fifths vote by the Executive Committee of the Board of Trustees.
6.11 Replacement for the unfulfilled terms of office for deceased, resigned, removed, or discharged officers or appointments rests with the Board of Trustees.
ARTICLE 7 - FINANCES SECTION
7.1 The fiscal year shall be April 1 through March 31.
7.2 Staff leadership recommends and the Board of Trustees approves the selected audit accounting company for the coming year. Financial audits will be conducted annually and reviewed by the Board of Trustees.
7.3 Staff leadership will prepare the annual budget and the Executive Committee of the Board of Trustees will review and approve it annually.
ARTICLE 8 - ANNUAL MEETING SECTION
8.1 The IISE Annual Meeting is the IISE Annual Conference.
ARTICLE 9 - COMMITTEES SECTION
9.1 The Board of Trustees may appoint Institute Committees.
9.2 The Scholarship Fund Committee shall consist of five members, one of which may be a staff member. Committee members shall serve 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 Committee members and will be selected by the committee members each year.
9.3 The Personnel Committee shall be the Immediate Past-President, President and President-Elect. The highest-ranking staff leader reports to the Personnel Committee. All other members of the IISE staff report to and are managed by the highest-ranking staff leader.
ARTICLE 10 - HONORS AND AWARDS SECTION
10.1 The IISE Honors Steering Committee administers the Honors and Awards program under the direction of the IISE Board of Trustees.
10.2 Certain awards are judged by the IISE Honors Steering Committee. Other Institute awards may be judged by other groups (e.g., Fellows, Council of Industrial and Systems Engineering, etc.). Judging responsibilities for the Institute awards are determined by the Board of Trustees.
10.3 The IISE 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.
10.4 The Institute Honors Steering Committee will be comprised of a Director of Honors, appointed by the President for a term of three years. 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 subdivisions to provide support, review and management of their respective awards. All recommendations from the subdivisions 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. Each subdivision can develop and administer subdivision awards. The Director of Honors will maintain a list of the Honors and Awards and responsible owners.
ARTICLE 11 - AMENDMENTS SECTION
11.1 Bylaws may be passed, repealed or modified by a four-fifths affirmative vote of the Executive Committee of IISE Board of Trustees.
11.2 IISE Staff leadership shall advise the membership of any approved amendment of the Bylaws within ninety (90) days of the adoption date.