Society for Engineering Management Systems Bylaws

ARTICLE 1. NAME

This organization will be named the Society for Engineering & Management Systems (SEMS or Society) of the Institute of Industrial Engineers (IIE or Institute).

ARTICLE 2. PURPOSES

The purposes of the Society will be to:
Research, develop, and promote engineering and management systems that support organizational transformation, increase competitiveness, and improve sustainability and social responsibility. This includes personal and professional development of engineers and managers to apply progressive management techniques, to manage technology, to develop management and technology systems and to lead enterprise transformations;
Encourage research, development and publication of papers on engineering and management systems, leadership, and enterprise transformation;
Develop, maintain, and disseminate a body of knowledge for engineering and management systems supporting continuous improvement and organizational transformation;
Provide forums for networking, professional development and career guidance;
Provide leadership in research, development, and the application of process improvement and enterprise transformation methodologies that enable the alignment of purpose, people, principles, processes, projects, and programs;
Provide member value, and promote the disciplines of industrial engineering and engineering and management systems, with a focus on continuous process improvement and enterprise transformation;
Recognize professionals for their achievements in advancing research, development and the application of engineering and management systems concepts, principles, and practices;
Identify and collaborate with other professional organizations in the area of engineering and management systems;
Support IIE’s mission by cooperating with other societies, divisions, interest groups, and committees;

ARTICLE 3. POWERS

1. The Society will have the power to recommend policies within its area of interest to the IIE Board of Trustees. Recommendations will be forwarded to the IIE Board of Trustees upon a majority vote of the Board of the Society (Board).
2. The Society will have the power to issue statements through the regular channels of the Institute.
3. The Society will have the power to conduct educational and informational programs for its members.
4. The Society will have the power to publish educational and informational material in whatever medium (print, electronic, etc.) is best suited, subject to the policies of the Institute.
5. The Society will have the power to recommend contracts, but only the Institute will have the power to sign contracts.
6. The Society will have the power to recommend dues and fees in addition to those dues and fees established by the Institute. If such dues and fees are collected, the Institute will administer these funds on behalf of the Society, and the Society will prepare an annual budget to submit to the Institute for approval

ARTICLE 4. MEMBERSHIP

Any current professional or student member of the Institute who is interested in industrial/management engineering, quality, and process improvement in engineering and management systems may become an Institute Society member. Membership shall become effective upon receipt of the completed application and designated dues payment. Membership in the Society is concurrent with IIE membership in both duration and membership type (professional or student). Student members of the Society do not have voting rights.

ARTICLE 5. OFFICERS

The Officers of the Society will be a President-Elect, a President, and a Past-President who serve terms of one year consecutively.

a) The President is the chief administrative Officer of the Society and is responsible for: 
i.  Leading the implementation of the Society’s strategic plan; 
ii. Being the official representative of the Society in collaborating with the Institute or other organizations within the Institute; 
iii. Calling and organizing meetings of the Society, appointing ad hoc committees and leaders of special initiatives as required, appointing standing committees and leaders of standing initiatives, clarifying roles and responsibilities of committees and initiative leaders, monitoring progress of committees and other initiatives, managing the affairs of the Society between meetings, and presiding at Society Board meetings and Society membership meetings; 
iv. Evaluating reports of activities from the Society Committees that may be established; 
v. Assuring the continuity of the service delivery to the members and taking corrective actions if needed;
vi. Assessing membership progress throughout the year and defining new opportunities for marketing and sales; 
vii. Making arrangements for the orderly transfer of all the Society’s records to the succeeding President;
viii. Performing other duties usual to the office of an organization's chief administrative Officer.

b) The President-Elect will: 
i. Act as President in the absence of the President; 
ii. Help prepare the annual budget of the Society for approval by Officers and submission to the Institute; 
iii. Refine the Society’s strategic plan and establish goals for his/her term as President; 
iv. Monitor and assess the development and implementation of the policies and procedures of the Society; 
v. Keep a running calendar of the Society’s activities and inform President and Board of the need to form any additional committees
vi. Perform other duties as assigned by the President or the Board.

c) The Past President will: 
i. Oversee the election/appointment process as specified in Article 7; 
ii. Oversee the Society’s awards; 
iii. Advise the President and President-Elect and IIE on strategic collaborations and partnerships with other Societies; 
iv. Mentor the President and support the President in making decisions; 
v. Identify featured speakers for the conferences of the society;
vi. Perform other duties as assigned by the President or the Board.

ARTICLE 6. BOARD

1. The Board will be the governing body of the Society and will guide the Officers in the administration of the Society's business. The Board must consist of the Officers indicated in Article 5 and six to nine non-Officer Board Members who will be elected by the Society members or, upon vacancy, replaced by the Board as stipulated in Article 8. Society Board meetings must be held by whatever means deemed necessary by the Board at least quarterly and more often if needed. Special meetings of the Board can be called by the President or a majority of Board members. All Society Board meetings will be open to Society members.
2. The Board will have the power to appoint ad hoc ex officio non-voting members.
3. A simple majority of voting Board members will constitute a quorum. Voting can be in-person, electronic or on a conference call.

ARTICLE 7. ELECTION AND TENURE OF SOCIETY OFFICIALS

1. All Board members are to be elected in accordance with the process outlined below.
2. The President-Elect will succeed to the office of President at the completion of the President’s term. The term shall be one year, commencing June 1 each year.
3. No Officer or Board Member, who has served a full term, is eligible for immediate election to the same office.
4. The Past-President must oversee the election process. The Past-President will chair a Nominating Committee. The Nominating Committee shall be composed of the Officers of the Society. The Nominating Committee will prepare a slate consisting of at least two nominees for the position of President-Elect, and at least one more nominee than the number of Board seats to be filled. At least two weeks prior to the scheduled election date, the Past-President will present the slate to the Board for approval.
5. Nominees for the position of President-Elect must be current Board members or must have served on the Board in the past six years, unless not enough such members are willing to run for the office, in which case the Nominating Committee will recommend other qualified candidates.
6. Nominees for the Board and President-Elect must be current professional Society members. Student members are not eligible.
7. The term of office of the non-Officer Board members shall be three years commencing June 1.
8. The IIE Technical Networking Liaison will administer the election. The elections will be conducted by electronic ballot. Nominees for office must be listed alphabetically on the ballot.
Nominees must provide a brief biographical summary and position statement to be included in the ballot. The election must be open for at least two weeks.
 9. The IIE Technical Networking Liaison will tally the results. The winning candidate for each position will be the candidate receiving the largest number of votes. In the event of a tie vote for any position, a runoff election will be conducted by electronic ballot. The runoff election must be open for at least two weeks. The President will make the official notifications to the individuals and make the official announcement of the members elected. Elected candidates will assume their offices June 1.

ARTICLE 8. VACANCIES

1. A Society Board vacancy may occur through death of the Officer or Board Member, a voluntary written resignation by the Officer or Board Member, or Officer vote to remove the Officer or Board Member.
a. Any Society member accepting nomination for office in the Society is understood to have agreed to perform the duties of that office.
i. In particular, the Society member is understood to have agreed to attend the regular Society Board and membership meetings
ii. Any Society Board Member or Officer who must miss a meeting or be temporarily unable to carry out their responsibilities will advise the President and will make other arrangements for the discharge of his/her responsibilities.
b. Any Society Board Member or Officer who fails to attend regular Society meetings or to carry out the responsibilities of the office, can be removed from office upon a majority vote of the remaining Officers.

2. The Board shall fill by appointment any vacancies that may occur on the Board according to the following procedures:
a. If the vacancy occurs in the office of President, the President-Elect will complete the President’s term and then serve his or her own term as President. The Board will appoint a replacement President-Elect from the professional members who are eligible to become President to serve in the interim with preference being given to the candidate in the most recent election who received the next highest number of votes for President-Elect.
b. If the vacancy occurs in the office of President-Elect, the Board shall select a new President-Elect from the professional members who are eligible to become President with preference being given to the candidate in the most recent election who received the next highest number of votes for President-Elect.
c. If the vacancy occurs in a position of a non-Officer Board Member, the Board shall appoint a professional member of the Society to fill that position for the remainder of the term, with preference being given to the candidate in the most recent election who received the next highest number of votes.
d. If the vacancy occurs in the position of Past-President, it shall be filled by the next most recent Past-President. If the next most recent Past-President is not able to fill the position, then it shall be filled by the third most recent Past-President; and so forth.
e. Should problems arise with respect to the succession procedures outlined above, the Board will decide on an appropriate succession.

ARTICLE 9. FORFEITURE OF OR REMOVAL FROM OFFICE

Any Board Member shall automatically forfeit his/her Board membership if he/she loses eligibility for, or is expelled from, professional membership in the Society.

ARTICLE 10. CONFLICT OF INTEREST

Each Officer, non-Officer Board Member, or nominee shall make a written disclosure of any interest that might result in a conflict of interest upon nomination to office, before appointment to fill a vacancy on the Board and annually during the term of office. During their terms of office, directors and Officers shall promptly make full disclosure to the Board of any existing or new employment, activity, investment or other interest that might involve obligations that may adversely compete with, or be in conflict with, the interest of IIE or the Society.

ARTICLE 11. -MEMBERSHIP MEETINGS

1. Meetings. The Society shall conduct an annual Society meeting of the membership and shall conduct special meetings of the membership as required. Membership meetings shall include meetings held by mail or electronic means, and shall include balloting.
2. Notice of meetings. The President shall provide appropriate notification to the membership by mail or electronic means of the annual Society meeting and all special meetings at least two weeks in advance.
3. Conduct of meetings. The annual Society meeting and all special meetings of the Society shall be conducted in accordance with Robert's Rules of Order except when such rules are in conflict with the Bylaws of the Society or the Institute.
4. Annual Society Meeting. The annual Society meeting shall be held at a time to be determined by the Board.
5. Voting
a. Eligible voters. Only professional members shall have the right to vote. There will be no proxy votes.
b. Margin for victory. Except as otherwise noted, all matters shall be settled by a simple majority of those voting in assembly, or in the case of a mail or electronic ballot, a simple majority of valid ballots returned.
c. Mail balloting procedure. Mail voting shall require the use of first class mail. Members shall have a period of not less than 30 days from the time of the mailing of the ballots until the stated end of the balloting period to return their ballots. All valid returned ballots received by the stated end of the balloting period shall be counted. 
d. Web based balloting is acceptable provided the members are given at least 14 days to vote.

ARTICLE 12. RESPONSIBILITY TO THE INSTITUTE

The Society must operate in accordance with the Constitution and Bylaws of the Institute.

ARTICLE 13. AMENDMENTS

1. Proposed amendment(s) to these Bylaws may be initiated either by action of the Society Board or by a petition to the President signed by 5 percent or 30 professional members of the Society, whichever is smaller.
2. The IIE Technical Networking Liaison will distribute to all members copies of the proposed amendment along with ballot forms by electronic mail. Ballots will be submitted electronically not later than two weeks after distribution to the membership. Unless approved by the Board as being needed sooner, amendments to the Bylaws that are being brought to a vote will be voted upon in the next Society election.
3. The adoption of the proposed amendment requires an affirmative vote by a simple majority of the members voting, as tallied by the IIE Technical Networking Liaison who must report the results to the President within one week of the date specified for receipt of the ballots. The President must announce the result of the balloting to the membership.
4. If approved by the Society membership, the proposed amendment to the Bylaws will become effective upon approval by the Institute.

ARTICLE 14. ADOPTION OF THE SOCIETY BYLAWS

The adoption of the Bylaws of the Society requires an affirmative vote by a simple majority of the members voting in response to an electronic ballot for this purpose. The IIE Technical Networking Liaison will tally the votes and report the results to the President.

ARTICLE 15. USE OF THE SOCIETY OR INSTITUTE NAME

The Society logo must be used for authorized Society business and projects exclusively. Use of the Society logo to endorse, foster, or criticize any commercial product, vendors, services, or to express personal views about legislative issues is prohibited.

ARTICLE 16. LEGAL ACTIONS

If the Society, or any of its subsidiary organizations, becomes involved in, or is about to be involved in legal action before any court of law, the President must consult with the Institute Board of Trustees through the Executive Director of the Institute.

Revised: April 16, 2013




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