A Professional Organization operating under the

Phoenix Section of the Institute of Electrical and

Electronics Engineers, Inc.

SECTION 1 - NAME. The name of this organization shall be the IEEE Phoenix Area Consultants Network, hereinafter referred to as the "Network".

SECTION 2 - AFFILIATION. The Network is an unincorporated organization, located in the metropolitan area Phoenix, Arizona, whose objects are limited to the areas stated in Article II of these bylaws on a nonprofit basis as limited by the oversight of the Phoenix Section thereof.

The objects of the Network shall be to foster and promote the interests of its members with respect to the business of providing professional and technical consulting services to the public; to maintain, publish and distribute a directory of the members and the consulting services offered by each; to arrange for and provide technical and management talks, tutorials, and special seminars and workshops on subjects of interest to members; and to provide a forum for personal interaction through meetings, social functions and other events.

SECTION 1 - GENERAL QUALIFICATIONS. Membership in the Network is available to individuals who are interested in promoting the objects of the Network. Memberships shall be in the names of individuals, not in the names of or as the representatives of companies or other organizations; however, the names of companies and other organizations and contacts within the same may be maintained on mailing lists and in data bases as non-members, as deemed appropriate. Members need not be members of the IEEE. Residence in or professional practice in the area served by the IEEE Phoenix Section shall not be a requirement for any member grade.

SECTION 2 - APPLICATION FOR MEMBERSHIP. Any person desiring membership shall make written application to the Secretary, accompanied by any initiation fees that may apply. The Executive Board shall examine each application and qualifying data thereon to determine the proper membership grade and status of the applicant. Should any dispute arise between the Executive Board and the applicant concerning the membership grade or fees payable, the Executive Board may at its discretion, return the application along with the fees paid to the applicant.

1. Associate Member. Any person who is interested in the objects of the network is eligible to become an Associate Member of the Network upon application and shall have all of the benefits of a full member except the right to hold office or the right to vote at any business meeting. Associate members shall not be listed in any published directory as consultants.
2. Member. Any person who desires to be listed in the directory as a consultant is eligible to become a Member of the Network upon application and shall be accorded membership privileges.

3. Non-Members. The Executive Board may establish categories of non0members for the purpose of maintaining mailing lists and data bases as best suits the needs of the members of the Network, and shall establish the criteria for inclusion in each category. Non-member categories may include organization names, with or without the name of a contact individual. Non-members shall not have any vote or hold office, however, non-members may be assessed reasonable fees for services and events as determined by the Executive Board.

SECTION 4 - MEMBERSHIP STATUS

1. Active Status. Any member whose service fees have been paid in full and has not had membership privileges revoked or curtailed for cause shall be considered an Active Member in Good Standing.
2. Inactive Status. Any member who has formerly been an Active Member and is inactive in the Network for what ever reason may apply for Inactive Status. An Inactive Status member shall pay reduced service fees for maintenance on the membership roles and shall be ineligible for any office.
3. Arrears Status. Any member whose service fees are found to be in arrears shall be placed on Arrears Status, and shall be denied all membership privileges and services until the fees are paid in full. Fees are in arrears whenever any fee payment is past due.
4. Loss of Standing. The Executive Board shall have the authority to examine the credentials and standing of any member at any time and adjust the membership grade and status accordingly. The Executive Board may act to remove any member in arrears from the membership roles provided a reasonable attempt has been made to inform the member of the pending action.

SECTION 5 - MEMBERSHIP SERVICES AND INITIATION FEES. Membership service and initiation fees for all membership categories shall be established by the Executive Board at a level sufficient to cover the costs of operating the Network, and are subject to approval by the membership at any business meeting, provided that at least 15 days notice of intent to establish the level of the fees is given. The Executive Board shall also establish the membership period and the schedule for payment of fees and any grace periods to be allowed.

SECTION 6 - CODE OF CONDUCT. All members agree to be bound by the Code of Ethics published by the IEEE. A copy of this code shall be made available to every member.

SECTION 1 - COMPOSITION. The management of the Network shall be vested in an Executive Board which shall consist of not less than four (4) elected Directors. The size of the Executive Board may be increased to more than four (4) or decreased to not less than four (4) by a two-thirds (2/3) vote of any business meeting, except that in the case of reduction of the size of the Executive Board may be reduced by not more than the number of vacancies presently occurring, or, in the case of an Annual Business Meeting, by not more than the number of vacancies that would otherwise be filled by the election.

SECTION 2 - TERMS OF OFFICE. The terms of office of all elected Directors shall be set by the Executive Board to be not more than three (3) years, chosen so that as nearly as possible an equal number of vacancies occur at each annual election. All terms of office expire at the close of the meeting at which successors are elected.

SECTION 3 - VACANCIES. If any Director should resign prior to the expiration of the term of office, the Executive Board shall appoint a new Director to fill the unexpired term, except that if the President should resign the Vice-President shall become President.

SECTION 4 - OFFICERS. The Executive Board shall meet to elect its own officers within ten (10) days after the meeting at which new board members were elected, and successors are elected. The officers shall be President, a Vice-President, a Secretary, and a Treasurer, who shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Network. No member shall hold more than one office at a time.

SECTION 5 - DUTIES OF EXECUTIVE BOARD. The duties and powers of the Executive Board shall be:

1. To maintain and administer an accurate data base of membership information and other data that is of use to the membership;
2. To publish and distribute a directory of members and consulting services offered;
3. To schedule and arrange for all membership meetings and special events;
4. To publish a newsletter on a periodic basis and to maintain communication with all members;
5. To enroll new members, providing each with a copy of these bylaws and other membership information;
6. To establish operating and initiation fees, subject to the approval of the membership, sufficient to cover the ordinary expenses of administering the Network;
7. To establish and collect reasonable costs for special events;
8. To make standing rules for the Network;
9. To approve the minutes of all business meetings;
10. To carry out all other administrative functions of the Network.

SECTION 1 - NOMINATIONS. Nominations for Executive Board members shall be made by the nominating committee, with additional nominations received from the floor. Each person nominated shall be an active member in good standing and in addition shall be a member of the IEEE and shall reside within the area served by the IEEE Phoenix Section. By acceptance of the nomination, the candidate declares to be able and willing to serve, if elected.

SECTION 2 - NOMINATING COMMITTEE. The nominating committee shall consist of a chairperson who is also a member of the Executive Board, the current President, the current Vice-President, and the most immediate past president, if available. The Nominating Committee shall meet as needed in order to consider candidates for the Executive Board and other offices to present to the membership at each Annual Business Meeting. The Nominating Committee shall nominate as many candidates as it shall deem appropriate, which may be more or less than the number of vacancies.

SECTION 3 - ELECTIONS. Regular elections shall be held at the Annual Business Meeting and, if deemed necessary by the Executive Board, at a special business meeting provided that the due notice of the special election is given in the meeting notice. All elections are by written ballot, and a majority vote of the ballots cast shall be required in order to elect each candidate. If no candidate has a majority of votes for any office, another ballot must be taken. All members elected shall assume office at the close of the meeting at which they are elected and shall remain in office until their successors are elected.

SECTION 1 - GENERAL MEETINGS. General meetings of the Network shall be established by the Executive Board as needed at which the normal functions and purposes of the Network shall be executed. No business shall be conducted at any general meeting unless that meeting is also called as a business meeting and due notice is given of the business to be considered, as required in these bylaws.

SECTION 2 - ANNUAL BUSINESS MEETING. One meeting per calendar year shall be called by the Executive Board as the Annual Business Meeting of the Network at which officers shall be elected and all business matters properly belonging to the membership shall be considered. The Annual Business Meeting shall be called in either of the months of November or December, if practical, at the discretion of the Executive Board. At least 30 days notice of the date and place of the meeting and all business items requiring advance notice shall be given to all members.

SECTION 4 - QUORUM. Attendance at any business meeting of 20 percent of the members entitled to vote shall constitute a quorum.

SECTION 5 - MEETING CHAIR AND OFFICERS. Each business meeting shall be chaired by the President of the Executive Board, or in the absence of the President by the Vice-President. The Secretary of the Executive Board shall act as secretary of the business meeting and shall keep accurate minutes of the meeting.

The Executive Board shall appoint standing and special committees as needed to carry on the work of the Network. The president shall be an EX-officio member of all committees.

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Network in all cases to which they are applicable and in which they are not consistent with these bylaws and any special rules of order the Network may adopt, the IEEE bylaws and procedures, or applicable law.

These bylaws may be amended by a two-thirds (2/3) vote at the Annual Business Meeting, or at any special business meeting, providing that written notice of the intent and scope of the proposed amendment is given to the membership at least 30 days in advance of the meeting.

Upon dissolution of the Network, the Executive Board shall, after payment of all liabilities of the Network, transfer all remaining assets to the IEEE Phoenix Section.

Adopted October 13, 1993; amended December 7, 1995.

I hereby certify that this copy conforms to the original as amended.

Henry A. Burger, P.E.

President