Questions

IEEE in 2030– The Loyal Opposition Would Like to Know

This is the second year that the Board is proposing Constitutional changes for the annual ballot. The new proposal comes from the IEEE in 2030 Committee.  This AdHoc committee of the BoD has operated mostly in secrecy thus, there is little on which one may form an opinion other than President Shoop’s presentation last June, IEEE in 2030 – Optimizing for Full Impact.  Based on what has been disclosed, there are questions and points to raise:

  • What are some specific problems that require the constitution to be changed?  In answer to this question at the November TAB meeting, Pres. Michel cited the example of the BoD having spent an hour discussing an $8K item, thus “proving” that the BoD is not strategic enough.  That example proves only that the Board’s leadership needs improvement, nothing else.
  • Why can’t the current BoD be more strategic under the current structure?  On past Boards’ agendas, strategic items were always considered before operational items were.  Has that practice continued?  If yes, then why did the BoD spend an hour on an 8K item?
  • The current structure permits the BoD to make many improvements to IEEE strategy and operations.  Why don’t we try those first – before we change the constitution?
  • One improvement that the 2030 plan claims will happen under the new structure is the N&A process.  Why will the new N&A be able to find the best and brightest whereas the current N&A can not​?​  Why can’t the same improvements be made to the N&A process under the current structure?  Why is it necessary to change the constitution before the N&A process can be improved?
  • At the top of the current IEEE org chart are the BoD and Assembly.  Currently, 31 directors/delegates serve on these bodies.  Under the proposed new structure, at the top of the org chart will be the BoD (13), Assembly (23) and the Enterprise Board (22).  Why will the new structure consisting of 58 people at the top be nimbler than the current organization of 31 people?
  • The idea that all members of the Board of Directors ​shall be elected by the full membership sounds like a good idea at first glance, but, it is likely to make IEEE less diverse.  ​For example, in the last election, ​a ​division director candidate ​from R1 ​won in ​every US region but lost ​in R10, ​by a factor of 5​,​ against a candidate from ​R10.  The ​R10 ​candidate won.  As voters tend to vote for candidates of their own region, will a candidate from R7 or R9, for example, ever get elected, especially when running against a R10 candidate?
  • The 2030 presentation refers to BoardSource, a consultant to the 2030 AdHoc. From https://www.boardsource.org/eweb/dynamicpage.aspx?webcode=AboutUs “BoardSource is dedicated to advancing the public good by building exceptional nonprofit boards and inspiring board service.”  The 2030 presentation does not say that BoardSource recommended reducing the size of the BoD.  What, specifically, has BoardSource recommended with respect to the optimum BoD size for IEEE?
  • Per “Size Matters: Right Sizing Your Board of Directors, http://dorgerconsulting.com/2011/07/20/size-matters-right-sizing-your-board-of-directors/, ​the ​“CEO of BoardSource, Linda Crompton… said when she talks to people about boards, the most common question she gets is “How big should my board be?” Linda said she always responds to this question by saying, “It depends…But as corporations grow in size and complexity, it is likely that the board will also grow…Nonprofit boards also have a tendency to grow because of the diverse nature of the stakeholders in the organization. Indeed, many boards believe it is critical to give all stakeholder groups a voice in board deliberations….The nature of the organization will clearly have a significant impact on the size and shape of any particular nonprofit organization’s board.”  In view of IEEE being a large and complex organization, why is reducing BoD size (to 13) a goal of the 2030 AdHoc?
  • ​How could a Bo​D​ consisting of 1​2 volunteer​ directors plus a non-voting ED​, as proposed by the 2030 AdHoc, ​not be less diverse than the current Bo​D​?  Why can’t organization unit (OU) representatives be trusted to offer their OU’s perspectives to the BoD without putting the interests of their OUs ahead of the interests of IEEE?​  Can you provide examples of OU representatives who​ put their OU’s interests ahead of the interests of IEEE?  How often has that happened?
  • The BoardSource website, at http://blog.boardsource.org/blog/2016/01/05/should-your-ceo-serve-as-a-board-member/, contains an article,”Should Your CEO [i.e., Executive Director] Serve as a Board Member?” The answer?  “In December 2015, the Nonprofit Ethicist weighed in on the question of executive directors serving as board members of the nonprofits they lead. In short, the Nonprofit Ethicist didn’t like it. And in fact, neither does BoardSource.” Then, why was the 2030 AdHoc recommending that the ED be a member of the BoD? (The initial proposals were for the ED to be a voting member.)  Also see, http://nonprofitquarterly.org/2015/12/04/ceo-as-board-chair-the-nonprofit-ethicist-just-doesnt-like-it/
  • From p. 44, of President Shoop’s presentation last June: “The current operational organizational structure (OU structure) remains the same.”  Well, currently, the major OUs (TAB, MGA…) report to the BoD and handle most operational matters.  Under the 2030 plan, the major OUs will report to the Enterprise Board.  So, whereas the major OUs’ internal structure will not change, their responsibilities and reporting structure will.  Moreover, whereas the major OUs’ leaders, the VPs and Ps, currently sit on the BoD, under the 2030 plan, they will have no role on the BoD or the Assembly.  What authority will the Enterprise Board have? Will it be able to overrule TAB, MGA…?
  • There will be only one volunteer (Past President) who sits in all three high level boards. Hence no other volunteer will have a complete picture of the organization.  Why is this a good idea?
  • In slide 46 of his presentation of June 2015, President Shoop made the following promise: “We are committed to transparency, an open process, and providing regular communications.”  What happened to this promise?

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