IEEE Transparency, Diversity, and Experienced Member Leadership At Risk
Month: July 2016
Here is a two page informative document that outlines the key concepts of the Amendment, points to pro and con information sources and encourages members to become informed and to ballot based on their informed position.
IEEE groups can use this to help inform members and encourage them to participate without electioneering for a specific position.
Download the Opposition Flyer created 2016-07-10
Please distribute widely to help members realize the issues that arise from the proposed amendment
(a censored version of this will appear as part of the ballot documentation)
IEEE members, please vote NO on the proposed IEEE Constitutional Amendment. IEEE is a volunteer led organization. One of the proposed changes to the Constitution is to add the Executive Director (ED) to the Board of Directors. But, this is unnecessary because according to IEEE Bylaw I-306.2, “The IEEE Executive Director shall attend meetings of the Board of Directors and shall be an active participant in their deliberations.” And since the ED is a paid employee of IEEE, whose total compensation is about US$1 million a year, the proposed change would weaken the statement that IEEE is a volunteer led organization. (ED compensation was US$965,322 per latest publicly available Form 990.)
As the Board sets the ED’s compensation, adding the ED to the Board, even if in a non-voting capacity, diminishes the value of the statement that IEEE is a volunteer-led organization. The change is unnecessary and unwise.
Other proposed constitutional changes have been described by the proponents as minor; as just enabling changes, but, the changes they would enable have not been specified. The “problems” described by the proponents, even if real, can be solved by means other than changing the constitution. Therefore, please vote NO.
Submitted by:
Charles K. Alexander, 1997 IEEE President
Cleon Anderson, 2005 IEEE President
Troy Nagle, 1994 IEEE President
John R. Vig, 2009 IEEE President
(TAB is one of the Major IEEE Boards, with all of the Society and Council Presidents as well as the ten Division Directors)
The motions passed are as follows:
Motion 1:
Whereas the Constitutional Amendment is incomplete without the accompanying IEEEin2030 structural Bylaw changes,
TAB respectfully requests the BoD withdraw the Constitutional Amendment until it can be coupled with the structural Bylaw changes from IEEEin2030.
TAB respectfully requests that any Bylaw change to implement a new governance structure be given to OUs for impact and risk assessment at least 60 days prior to a BoD vote on the respective Bylaws.
Motion 2:
Whereas the process has been tainted by bias (real or perceived) and by censorship of opposition, and
Whereas Policy 13.7.1.B can place individuals in a position of conflict of interest, and
Whereas these circumstances clearly violate IEEE Policy 13.3.A.2,
TAB respectfully requests BoD withdraw the Constitutional Amendment on the basis of process.
Motion 3:
Whereas member information on the ballot will be limited if ballot statements are censored, and
Whereas presentations of the Constitutional Amendment also include IEEEin2030 material,
In case the Constitutional Amendment is not withdrawn, TAB respectfully requests BoD overrule the censorship of opposition statements on the ballot and invite opposition speakers at meetings discussing the Constitutional Amendment and Bylaws.
Motion 4:
Whereas election policies and procedures can constrain open discussion, and
Whereas current policy can be interpreted to allow participants to serve in conflicted roles in election and policy oversight,
TAB respectfully requests BoD improve the election policy to better conform to the IEEE Code of Ethics and the open democratic spirit of the IEEE as embodied in Policy 13.3.A.2.
==== The Board of Directors Response to these was:
“Find below a statement prepared essentially by corporate staff and legal (slightly edited by me as indicated) to be forwarded to TAB.
[The VP TAB] submitted four motions for consideration by the BoD that were similar in spirit to the first four resolutions approved by TAB on Friday. After reviewing the timeline for submitting the ballot to the members, the Board discussed the legal, governance and IEEE policy considerations necessary for responsible deliberations. The Board also received presentations on the role of the IEEE Major Boards as Committees of the Corporation implementing programs of IEEE, and received an explanation of the workings of the IEEE Election Oversight Committee, a committee that has been operating for several years. It was decided that the two TAB resolutions relating to the withdrawal of the Constitutional Amendment would be treated as one resolution.
After deliberations, the BoD did not approve the motion to rescind the Constitutional Amendment, nor did they approve the motion to allow the opposition statements to go forward as originally written. The Board did, however, resolve to contact the two submitters who had originally rejected the edits to their opposition statements to see if they would like to reconsider submitting. The BoD also resolved that IEEE election policies be reviewed and revised to allow them to be more consistent with a) the IEEE Code of Ethics and b) the open democratic spirit of the IEEE as embodied in Policy 13.3.A.2. [The Board was] informed by the Chair [of] the Election Oversight Committee that they had already decided to do so for the next election cycle. [The VP TAB] withdrew [his] motion regarding access to meetings based on the Board discussion on the problems of implementation and monitoring.”
Jose’ M F Moura
IEEE Vice President Technical Activities
During its 26 May 2016 meeting, the IEEE Communications Society’s Board of Governors carefully reviewed and considered the proposed IEEE Constitutional Amendment change that will be on the IEEE members’ ballots with the start of the IEEE Election on August 15th. As a result, the Communications Board of Governors unanimously passed this motion:
“The BoG of the IEEE Communications Society opposes the proposed constitutional amendment and modified board structure.”
The reasons behind the position include the following:
The problem statement that the proposed amendment is attempting to solve is not well-defined and the proposed solution adds complexity
The existing IEEE Constitution offers alternative, less complex ways of accomplishing the intended improvements;
The risk associated with a major constitutional change is not clearly outweighed by its possible benefits.
There are serious risks that the Bylaws changes induced by the Constitutional Amendments will reduce the visibility and control of IEEE societies and geographical regions on key strategic decisions made by the IEEE Board of Directors for the future of the IEEE.
There is a risk that the proposed changes, like the Constitutional Amendment, will shift too much power from IEEE members to IEEE Corporate Staff.
The IEEE Communications Society BoG wants Society members to be fully informed voters, so this motion was also unanimously passed:
“It was moved for the Society to create and communicate a balanced view of the pros and cons of the constitutional amendment to the membership of the Society and to inform members of the Society on the BoG position about the Constitutional Amendment.”
We urge you to read about the proposed changes, make up your own mind about them, and dutifully exercise your right to vote to influence IEEE’s future.
For background, the IEEE governing documents, including the Constitution and Bylaws, can be found here:
http://www.ieee.org/about/corporate/governance/index.html
The proposed changes to the Constitution can be found here:
https://www.ieee.org/about/corporate/election/2016_constitutional_amendment.html
Similarly, you can learn more about the IEEEin2030 effort to evolve the IEEE organizational structure here:
https://www.ieee.org/about/corporate/ieeein2030_archive_m.html
And those opposing this amendment have set up a web site with information as to why they are opposed and which can be found here:
Opposing the 2016 IEEE Constitutional Amendment
However you decide to vote, please vote. Recent IEEE votes have only had around 17% of the voting members participating. Your vote, whether yes or no, does count.
In response to the TAB request to provide comments on the IEEE proposed Constitutional Amendment, the Computer Society Board of Governors (BOG) passed the following motion:
“MOVED, that the Board of Governors of the Computer Society votes against the proposed constitutional amendment.
Our comments are as follows:
The proposed constitution changes remove membership control of the IEEE structure;
The still-to-be-written bylaws under the proposed constitution have considerable unknowns but more importantly the bylaws will document the Board structure which the Board solely can approve without membership approval;
The structure of IEEE, which the TAB assembly strongly disagreed with in the February 2016 meeting, is still being developed and the benefits of that structure are not well-defined;
The significant risks associated with a major constitutional change without knowledge of the associated bylaw changes do not justify approving the proposed constitutional change.
There is no succinct rationale for the proposed constitutional change.”
The leadership of the IEEE Power Electronics Society (PELS) has carefully reviewed the proposed IEEE Constitutional Amendments. While appreciating the intention to “better define the roles of the IEEE Assembly and its delegates,” we have found that the proposed changes may threaten the very existence of IEEE as a volunteer-driven technical professional society.
The main reasoning for our position includes the following:
The current Constitution provides for guaranteed geographical diversity by requiring that volunteers from each geographic Region are represented by one Director on the BoD;
The current Constitution provides for guaranteed technical diversity by requiring that volunteers from each technical Division are represented by one Director on the BoD;
The proposed change replaces the above requirements with the statement that “The number of Directors … shall be specified in the Bylaws taking into consideration various diversity factors including, but not limited to, geographic and technical diversity.”
The proposed changes transfer responsibilities to Bylaws but the intended Bylaws changes are not known at this time, so the full impact of the Amendments is unknown.
Therefore, the PELS leadership will not advise IEEE members to vote for the Constitutional Change Amendment.
Braham Ferreira (IEEE PELS President)
During its 25 March 2016 meeting, the Signal Processing Society’s
Board of Governors carefully reviewed and considered the proposed
IEEE Constitutional Amendment change that will be put forward to
IEEE member ballot with the stated objective to “create a nimble,
flexible, forward-looking organization.”
As a result, the SPS Board of Governors unanimously passed this motion:
The BoG of the SPS is not in favor of the proposed constitutional amendment and optimized board structure.
Their reasoning included the following:
The problem statement that the proposed amendment is attempting to solve is not well-defined;
The existing IEEE Constitution offers alternative, less complex ways of accomplishing the intended improvements;
There are considerable unknowns associated with still-to-be-written bylaws under the proposed constitution; and
The risk associated with a major constitutional change is not clearly outweighed by its possible benefits.
The IEEE UFFC-S AdCom opposes the proposed constitutional amendment and modified board structure. To reflect this opposition, a statement of opposition will be posted on the society website, on society social media outlets, and e-mailed to society contacts.
(adopting the same reasons as the Sensors Council)
“The IEEE Sensors Council AdCom opposes the proposed constitutional amendment and modified board structure. To reflect this opposition, a statement of opposition will be posted on the Council website, on Council social media outlets, and e-mailed to Council contacts.”
The reasons behind the motion include the following:
a) The problem statement that the proposed amendment is attempting to solve is not well-defined and the proposed solution adds complexity,
b) The existing IEEE Constitution offers alternative, less complex ways of accomplishing the intended improvements,
c) The risk associated with a major constitutional change is not clearly outweighed by its possible benefits,
d) The modified Board of Directors (BoD) structure being considered removes TAB, MGA and regional representation from the BoD and, thereby, makes the IEEE BoD considerably less diverse than it is currently.
e) There are serious risks that the Bylaws changes induced by the Constitutional Amendments will reduce the visibility and control of IEEE societies and geographical regions on key strategic decisions made by the BoD for the future of the IEEE,
f) There is a risk that the proposed changes, such as the Constitutional Amendment, will shift too much power from IEEE members to IEEE staff.
The New Hampshire IEEE Section respectfully requests that the Board of Directors withdraw the proposed 2016 amendment to the IEEE Constitution from consideration.
The New Hampshire IEEE Section also respectfully requests that a vision of future IEEE governance be shared with the membership, along with specific suggestions the Board of Directors consider to be necessary. If some of these suggestions require Constitutional changes, we are asking that the Board of Directors present this focused set of suggestions while preserving Constitutional membership control over the future of IEEE’s governance.
The Executive Committee of the Washington, DC Section of IEEE votes AGAINST the proposed constitutional amendment.
Our comments are as follows:
The proposed constitutional changes will eliminate control of IEEE Geographic Entities (Regions), IEEE Technical Societies (Divisions) and the IEEE Assembly over the Board of Directors’ composition. Thus making the Board not accountable to IEEE Organizational Units;
It will also give the Board an opportunity to propose existing Board Members to be nominated for election as future Board Members, creating an apparent conflict of interest;
The required direct election (by more than 300,000 IEEE Members) for all IEEE Board of Directors positions just creates appearance of democracy. Currently the Board has 28 Directors. Every IEEE Member will be expected to educate themselves on the merits of 28 (or more) candidates. This is unrealistic and most likely will result in mechanical approval of the list of candidates compiled by the existing Board;
The still-to-be-written bylaws under the proposed constitution have considerable unknowns but more importantly the bylaws will document the IEEE structure which the Board solely can approve without membership approval;
Due to the above considerations, we strongly encourage IEEE Members to vote AGAINST the proposed Amendment of the IEEE Constitution.”
IEEE members, please vote NO on the proposed IEEE Constitutional Amendment.
My concerns are more on the principles of the proposed changes, rather than the details.
The Board will put forward the list of new proposed Directors. This sounds like a conflict of interest.
Almost 300k members would be voting for each individual Director vacancy candidates. It is unrealistic to expect all members to spend time educating themselves on the merits of all candidates for each vacancy. Rubber stamping, rather than election.
Regions, Divisions and the Assembly will have no control of the Board. Kind of a dictatorship.
All important changes are pushed into the Bylaws, and the Board has the final decision what those will be.
In summary, the Board controls the Bylaws and the Budget, and could decide who gets on the list of candidates for the new Board.
Any democratic organization relies on a system of checks and balances to prevent abuse of power by its governing bodies. Some of the major IEEE checks and balances are being eliminated.
To keep our organization member-driven, and not Board of Directors centric, please vote NO on the proposed Constitutional Amendment.
Why We Don’t Need an IEEE Constitutional Amendment
The proposed Amendment to the IEEE Constitution on the election ballot isn’t needed, as the IEEE Board of Directors (BOD) could have already made any Bylaw and Policy changes needed to address the issues supposedly justifying the amendment.
The Amendment includes the following changes, followed by why it isn’t needed:
Separates the position of Delegates to the IEEE Assembly from Directors on the IEEE BOD, except for the President-Elect, President, & Past-President. There has never been an detailed explanation as to why the current Constitution isn’t flexible enough to deal with any problems in the future.
The Assembly members, elected by the members, will no longer elect as BOD members the IEEE Treasurer, Secretary, Vice-President Education, Vice-President Member and Geographic Activities, and Vice-President Publication Services and Products, and no explanation how those positions will be elected to the BOD.
It also provides guidance that the BOD says is important , “…eligibility requirements shall be specified in the Bylaws taking into consideration various diversity factors including, but not limited to, geographic and technical diversity.” This could have been included already in the Bylaws and/or Policies of the IEEE and any subordinate units months ago, vice having a Constitutional Amendment.
It adds, “IEEE Executive Director shall be an ex officio non-voting member of the Board of Directors.” This change gives the staff Executive Director the right to participate in all volunteer meetings, but no volunteer has the right to participate in staff meetings. The need for this is explained by saying the Staff Executive Director needs to participate in strategic planning efforts. But the Staff Executive Director has been participating in strategic planning for more than 10 years, and provides the staff that organizes it, so why this change?
We do not need an IEEE Constitutional Amendment; since we can’t easily go back, if we aren’t happy!
Marc T. Apter
2013 IEEE-USA President
2004-2005 IEEE Vice-President Regional Activities
2001-2002 Region 2 Director/Delegate
Statement in opposition to the Constitutional Amendment –Article II, Section 2
Currently the IEEE Board can change the number of Directors anywhere from nine to fifty, the Regional diversity of the Board, technical diversity of the Board and the make up of the Board with no notification to members and only twenty days notice to the Board itself. This amendment (Art. II Sec. 2) reinforces this minimal disclosure by only assuring visibility to the Assembly (all of whom are currently members of the Board.) The Board can literally change IEEE Governance structure every month, with no information distributed about changes to anyone prior to that month.
A transparent Board would have at least a ninety day notice to all members (online at no cost.)
Do not approve this extended authorization of secret governance. IEEE Members have a right to see any and all changes being proposed to the By-laws and have an opportunity to engage Directors on any changes at this level.. 21st century agility is not accomplished by increased concentration of power behind closed doors; rather it is enabled by transparent engagement of the best problem-solvers in the world: IEEE’s engineering membership.
Submitted by James Isaak, Life Senior Member, 2003/2004 Division Director, Computer Society President Emeritus
Informative as well as documents advocating opposition, or questioning the appropriateness of approval at this time are posted on the web (although IEEE’s official site/sources refuse or are significantly delayed in posting this type of information… (even the TAB adHoc report that was formally presented at the TAB meeting). So here is a pointer to these documents for download from the Yahoo Community ( https://groups.yahoo.com/neo/groups/IEEE2020):
Loyal Opposition to the Proposed 2016 Constitutional Changes 