IEEE-Board25 Societies fight increased staff power. The Institute of Electrical and Electronics Engineers does extraordinary work, from broadcasting the world's best 5G Conference to setting the standards for Wi-Fi and so much else. The IEEE Communications Society publications are by far the most prestigious in the field. Their oral histories can be fascinating. The work on making royalties reasonable benefits all of us but the poor most of all. It's long been a member-driven organization, with volunteers staffing the editorial boards and many other positions in the organization. So when the below note from UCLA Professor Ali Sayed came across the IP list, I did some basic research.

There are obviously some issues not apparent in the public statements, so I'd welcome private comments from readers. Putting the Executive Director on the Board would seem a minor change, although that's been cast as a symbol. More important is consolidating power in the existing board, apparently close to the senior staff. The new election model is likely to reduce the powers of the regions. That's the wrong move as the majority of the Internet is now in the developing world. The reasons presented are vague notions of efficiency, not concrete improvements in what IEEE does.

I do not know enough about the issues to have an opinion on the merits. But the opposition of 25 IEEE societies suggests a breakdown in governance that would be best addressed by pulling back the changes.

The Communications Society writes, "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 Computer Society believes, "The proposed constitution changes remove membership control of the IEEE structure." The Power Electronics Society warns, "the proposed changes may threaten the very existence of IEEE as a volunteer-driven technical professional society." The Washington, DC Section analysis the changes, "will result in mechanical approval of the list of candidates compiled by the existing Board."

The paid staff of every organization I've been in thinks they can do a better job if they consolidate power. They are wrong. Time to get the egos out of the way.

From Ali Sayed

August 1, 2016

In 2 weeks, on August 15th, you will be asked by IEEE to vote on an amendment to the IEEE Constitution. Why? IEEE has been a successful bottom‐up organization, run by members and volunteers like you and me. It has grown to a $450M annual enterprise. Technical societies are responsible for about 70‐80% of that revenue through our volunteer efforts on publications and conferences.

The amendment will be presented to you as a way to make IEEE more “nimble” or more “effective.” In reality, this amendment will change IEEE in a fundamental way. It can transform IEEE into a top‐down organization run by a smaller number of directors, with significant power to change the structure of IEEE Through this amendment, required geographic representation on the Board of Directors could be removed, making it possible that no Asian, European, Latin American or Canadian representatives will be on the Board. Required Technical Activities representation on the Board of Directors could also be removed, making it possible for a small group of bureaucrats and staff managers to take control of IEEE and reduce the voice of technical societies and volunteers. Societies are instrumental to IEEE’s past and It is no wonder that the governing bodies of many of IEEE’s largest societies (25 at this time) are against the amendment including: Computer, Communications, Power and Energy, Signal Processing, Circuits and Systems, Control, Electron Devices, Robotics and Automation, Solid‐State Circuits, and other societies. Four past IEEE Presidents have also been vocal in opposing the amendment, as have been If you want to learn more about why so many Societies are opposed to the constitutional amendment, If you want to learn more about the proposed changes to the IEEE constitution, please visit https://www.ieee.org/about/corporate/election/2016_constitutional_amendment.html

 

From the IEEE website, opinion pro and con.

IEEE Board of Directors’ Statement in Support of Proposed Amendment to the IEEE Constitution The Board of Directors proposes revisions to the IEEE Constitution and recommends each IEEE member vote FOR the amendment. If adopted, these modifications improve the members’ voice in governing IEEE and allow future changes to the organizational structure to better respond to the demands of a complex and changing world. Specifically the changes:  Provide members with the possibility of an increased role selecting the Board of Directors, allowing directors to be elected by the full eligible voting membership of IEEE.  Add language encouraging a diverse Board of Directors.  Add the IEEE executive director, the most senior IEEE staff executive, as a non-voting member of the Board to participate from inception in setting the strategic direction of IEEE.  Separate the role of an IEEE delegate from an IEEE director, so that directors need not also be delegates.  Separate the requirement that corporate officers must also be directors. This will allow corporate officers as currently defined to serve in important leadership positions other than on the Board of Directors.  Establish a new role for IEEE delegates, who are members of the IEEE Assembly, to recommend and consult with the Board on revisions to IEEE Bylaws. Opposition Statement #1 – 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, the proposed change would weaken the statement that IEEE is a volunteer led organization. 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

Opposition Statement #1 – 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, the proposed change would weaken the statement that IEEE is a volunteer led organization. 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 volunteerled organization. The change is unnecessary and unwise. Therefore, please vote NO. John Vig, IEEE Life Fellow Rebuttal Statement by the IEEE Board of Directors – The IEEE executive director (ED) is the chief operating officer of IEEE and currently an observer during IEEE Board meetings. The amendment, which adds the ED as a non-voting Board member, will strengthen his/her relationship with the Board, enabling participation in deliberations, presentation of matters for consideration, and involvement in the development of IEEE’s strategic direction. The ED is responsible for implementing Board decisions. The amendment recognizes the importance of the ED’s key leadership role and the vital volunteer-staff partnership needed to support IEEE’s mission. Current Bylaws prohibit the ED from participating in setting his/her compensation. Rebuttal Statement by John Vig – IEEE members, please vote NO on the proposed IEEE Constitutional Amendment because:  the proposed amendment enables a restructuring of IEEE - including the demotion of the all-volunteer Technical Activities Board (TAB), the demotion of the all-volunteer Member and Geographic Activities Board (MGAB), and it promotes the Executive Director (paid staff) to the previously all-volunteer Board of Directors.  technical activities are the main reason for IEEE's existence and MGAB represents the members. Therefore, the proposed amendment and possible restructuring are unwise. They would be detrimental to IEEE. Please vote NO on the amendment. Opposition Statement #2 - IEEE members, please vote NO on the proposed IEEE Constitutional Amendment. My concerns are more

IEEE Life Fellow Rebuttal Statement by the IEEE Board of Directors – The IEEE executive director (ED) is the chief operating officer of IEEE and currently an observer during IEEE Board meetings. The amendment, which adds the ED as a non-voting Board member, will strengthen his/her relationship with the Board, enabling participation in deliberations, presentation of matters for consideration, and involvement in the development of IEEE’s strategic direction. The ED is responsible for implementing Board decisions. The amendment recognizes the importance of the ED’s key leadership role and the vital volunteer-staff partnership needed to support IEEE’s mission. Current Bylaws prohibit the ED from participating in setting his/her compensation.

Rebuttal Statement by John Vig – IEEE members, please vote NO on the proposed IEEE Constitutional Amendment because:  the proposed amendment enables a restructuring of IEEE - including the demotion of the all-volunteer Technical Activities Board (TAB), the demotion of the all-volunteer Member and Geographic Activities Board (MGAB), and it promotes the Executive Director (paid staff) to the previously all-volunteer Board of Directors.  technical activities are the main reason for IEEE's existence and MGAB represents the members. Therefore, the proposed amendment and possible restructuring are unwise. They would be detrimental to IEEE. Please vote NO on the amendment. Opposition Statement #2 - IEEE members, please vote NO on the proposed IEEE Constitutional Amendment. My concerns are more

Opposition Statement #2 - 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. 1. The Board will put forward the list of new proposed Directors. 2. Almost 300k members would be voting for each individual Director position. It is unrealistic to expect all members to spend time educating themselves on the merits of all candidates for each position. 3. Regions, Divisions and the Assembly will have no control of the Board. 4. All organizational changes are implemented through the Bylaws, and the Board has sole authority to approve them. 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. Tony Ivanov, IEEE Senior Member Rebuttal Statement by the IEEE Board of Directors – As the governing body of IEEE, the Board works for the benefit of the entire organization. The amendment does not change its current

Rebuttal Statement by the IEEE Board of Directors – As the governing body of IEEE, the Board works for the benefit of the entire organization. The amendment does not change its current responsibilities, but allows for the separation of Delegates and Directors, which could result in the election of Directors by the entire voting membership instead of by smaller groups of members. Members of Regions and Divisions will continue to elect Delegates to the Assembly, the body representing the members, thus adding checks and balances. We believe IEEE voting members take their responsibilities seriously, and we are confident that they will continue to make informed decisions. Rebuttal Statement by Tony Ivanov – The IEEE Board of Directors has numerous powers. One thing that the Constitution prevents them from controlling is who sits on the Board of Directors. Elected leaders of Regions and Divisions automatically become Directors. This is the Constitution’s mechanism for Member control over the IEEE Board. Directors provide the perspective of Organizational Units that elected them. The proposed Amendment will eliminate this Constitutional constraint. If the Board gets the power to approve the list of Director Candidates, Members’ vote could be reduced to picking 28 names from a list provided by the Board. Please, vote NO to the proposed Amendment. Opposition Statement #3 - The following are reasons to oppose 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.” a) The problem statement that the proposed amendment is attempting to solve is not well-defined; b) The existing IEEE Constitution offers alternative, less complex ways of accomplishing the intended improvements; c) There are considerable unknowns associated with still-to-be-written bylaws under the proposed

Opposition Statement #3 - The following are reasons to oppose 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.” a) The problem statement that the proposed amendment is attempting to solve is not well-defined; b) The existing IEEE Constitution offers alternative, less complex ways of accomplishing the intended improvements; c) There are considerable unknowns associated with still-to-be-written bylaws under the proposed constitution; and d) The risk associated with a major constitutional change is not clearly outweighed by its possible benefits. Rabab Ward, IEEE Fellow Rebuttal Statement by the IEEE Board of Directors – The proposal increases flexibility and agility in a complex and rapidly-changing world while providing for a governance structure that increases the members’ voice in governing IEEE. The Board has taken considerable time and effort to review viable alternatives, including a review by external non-profit governance experts that concluded the risk of not changing was greater than under these changes. The Board identified these changes for the members’ consideration as the most appropriate mechanism to achieve its strategic goals. Draft Bylaws, necessary to comply with changes in the Amendment if it is approved, are available on the Amendment webpage. Opposition Statement #4 – 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

Rebuttal Statement by the IEEE Board of Directors – The proposal increases flexibility and agility in a complex and rapidly-changing world while providing for a governance structure that increases the members’ voice in governing IEEE. The Board has taken considerable time and effort to review viable alternatives, including a review by external non-profit governance experts that concluded the risk of not changing was greater than under these changes. The Board identified these changes for the members’ consideration as the most appropriate mechanism to achieve its strategic goals. Draft Bylaws, necessary to comply with changes in the Amendment if it is approved, are available on the Amendment webpage. Opposition Statement #4 – 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

Opposition Statement #4 – 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 Bylaws 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. James Isaak, IEEE Life Senior Member Rebuttal Statement by the IEEE Board of Directors – The IEEE Board adheres to the highest ethical standards and to best practices in communication and decision-making, and provides member access to its actions. The current twenty-day notice mandates a period of review by Directors before Bylaw changes may be adopted, which complies with the legal timeframe set by law. No change is proposed to this notice, nor to the member notification about changes to the IEEE Constitution. The amendment mandates the Board consult with the Assembly on Bylaw revisions. This new function for the Assembly, representing the members, will increase transparency. Rebuttal Statement by James Isaak – The advocates, who are permitted to disclose their titles, claim these changes "improve the members' voice". Rather than disclose proposed bylaw changes to the members, they only assure that right to the Assembly. The Board either has some secret

Rebuttal Statement by the IEEE Board of Directors – The IEEE Board adheres to the highest ethical standards and to best practices in communication and decision-making, and provides member access to its actions. The current twenty-day notice mandates a period of review by Directors before Bylaw changes may be adopted, which complies with the legal timeframe set by law. No change is proposed to this notice, nor to the member notification about changes to the IEEE Constitution. The amendment mandates the Board consult with the Assembly on Bylaw revisions. This new function for the Assembly, representing the members, will increase transparency.

Rebuttal Statement by James Isaak – The advocates, who are permitted to disclose their titles, claim these changes "improve the members' voice". Rather than disclose proposed bylaw changes to the members, they only assure that right to the Assembly. The Board either has some secret plan, or no plan at all for re-engineering IEEE. At the same time they deny opponents the right to disclose their titles, or disclose the opposition of groups of members (such as other IEEE governing bodies.) This is not the course of action that "improves the members voice", these are the actions of a secret society that censors opposition. Opposition Statement #5 - IEEE members, please vote NO on the proposed IEEE Constitutional Amendment. While appreciating the intention to “better define the roles of the IEEE Assembly and its delegates,” the proposed changes may threaten the very existence of IEEE as a volunteer-driven technical professional society. The main reasoning for this position is as follows: a) The current Constitution provides for guaranteed geographical diversity by requiring that volunteers from each geographic Region are represented by one Director on the BoD; b) The current Constitution provides for guaranteed technical diversity by requiring that volunteers from each technical Division are represented by one Director on the BoD; c) 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.” d) 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. Braham Ferreira, IEEE Fellow Rebuttal Statement by the IEEE Board of Directors – The current Constitution does not provide for a Board that is reflective of the demographic diversity of IEEE’s membership. That diversity is defined in the Bylaws and is not being reduced. Separating the role of the Delegate from that of Director will enable the Assembly to have a membership that is more reflective of IEEE’s rich and diverse global community. As a complex multi-national organization confronted with the challenges of remaining relevant in an ever-changing world, the Amendment will allow for members to elect a diverse Board that includes Directors with expertise in areas where the organization needs to focus.

Opposition Statement #5 - IEEE members, please vote NO on the proposed IEEE Constitutional Amendment. While appreciating the intention to “better define the roles of the IEEE Assembly and its delegates,” the proposed changes may threaten the very existence of IEEE as a volunteer-driven technical professional society. The main reasoning for this position is as follows: a) The current Constitution provides for guaranteed geographical diversity by requiring that volunteers from each geographic Region are represented by one Director on the BoD; b) The current Constitution provides for guaranteed technical diversity by requiring that volunteers from each technical Division are represented by one Director on the BoD; c) 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.” d) 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. Braham Ferreira, IEEE Fellow Rebuttal Statement by the IEEE Board of Directors – The current Constitution does not provide for a Board that is reflective of the demographic diversity of IEEE’s membership. That diversity is defined in the Bylaws and is not being reduced. Separating the role of the Delegate from that of Director will enable the Assembly to have a membership that is more reflective of IEEE’s rich and diverse global community. As a complex multi-national organization confronted with the challenges of remaining relevant in an ever-changing world, the Amendment will allow for members to elect a diverse Board that includes Directors with expertise in areas where the organization needs to focus.

Rebuttal Statement by the IEEE Board of Directors – The current Constitution does not provide for a Board that is reflective of the demographic diversity of IEEE’s membership. That diversity is defined in the Bylaws and is not being reduced. Separating the role of the Delegate from that of Director will enable the Assembly to have a membership that is more reflective of IEEE’s rich and diverse global community. As a complex multi-national organization confronted with the challenges of remaining relevant in an ever-changing world, the Amendment will allow for members to elect a diverse Board that includes Directors with expertise in areas where the organization needs to focus.

The world needs a good news source on Internet and telecom policy. I hope to create one. Catch a mistake? Email me please.  Dave Burstein