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If the manner of making decisions in a public charity with revenues of literally hundreds of millions of dollars each year violates either its own By-Laws or the applicable laws of the legal jurisdiction in which it is charted, this is a matter of significance beyond the IEEE. It does seem to be the tail wagging the dog to think that they would ignore these issues to accommodate a "that's the way we have always done it" or "the standards process" mentality.
Do you have any information that this might in fact occur?
Bob
Philip Jackson wrote:
Bob,I agree with you about the importance of IEEE following all the relevant laws, and I trust that IEEE endeavors to do so.I also agree that the statement from the IEEE parliamentarian is very clear, that the SUMO motion failed if the yes votes had to exceed the no plus abstain votes.I think it is possible that the parliamentarian may decide to formally retract or reverse his advice if it is the case that many other IEEE working groups conduct votes according to the rule that abstain's do not count in the comparison of yes vs. no votes. He may not have been aware of this and considered it in his previous advice.So it seems to me that, working through the proper channels, we should request a reconsideration of this question by the parliamentarian, and a formal statement as to whether the advice stands or is changed.It also seems clear to me that whatever the parliamentarian's final answer is, we should follow it.Phil Jackson-----Original Message-----
From: owner-standard-upper-ontology@majordomo.ieee.org [mailto:owner-standard-upper-ontology@majordomo.ieee.org]On Behalf Of Robert Grayson Spillers
Sent: Friday, October 05, 2001 3:20 PM
To: Schoening, James R CECOM DCSC4I; Philip Jackson
Cc: 'Standard-Upper-Ontology '
Subject: Re: SUO: Use appeals process or drop this matter.
Phil,
The issue I raised to Lowell is one of the NY Not-For-Profit law that regulates public charities like IEEE and the IEEE Bylaws that are designed to reflect the governing law.. It might seem burdensome, but you have to appreciate that the IEEE has revenues in excess of $200 million a year (about $9 million from standards). In addition the economic impact from standards can have much greater effects in the market. The NY legislature and the public officials charged with enforcement have a public responsibility to see that an activity of this scale is appropriately regulated.There are also many issues (previously posted) that relate to Robert's Rules that the staff to the IEEE Institute Board of Directors (the highest decision making body of IEEE) have ruled against the chair. These messages have also been posted (by me) to the list.
It seems obvious that an IEEE activity must follow the appropriate public laws and IEEE By-laws. In my previous note I pointed out that all of the IEEE (including IEEE SA) documents state that if any document (including Robert's Rules) are at variance with the IEEE By-Laws the IEEE By-Laws prevail.
If you look at the IEEE SAB Policies and Procedures in Section 2.0 (previously posted) it has a hierarchy of 14 (yes 14) documents that determine the P&P's of IEEE standards activities. At the top of this list is the IEEE By-Laws.
It would hard to state more clearly than it was stated by the IEEE Parliamentarian that the SUMO motion failed.
Bob
Robert Grayson Spillers wrote:
Jim,
This is (and is required to be) an open forum. In a face to face meeting one could argue your point (but the decision would still be up to the members) on the basis that only one member may speak at a time and that (in the vast majority of cases) one must be recognized by the chair. One of the advantages of an email list is that everyone can speak at once and a participant may choose to listen to any or all. As a member you may offer your opinion on what topics are appropriate, but you may not instruct members on what they can discuss - i.e. it is not required to be recognized by the chair to post messages.Bob
Schoening, James R CECOM DCSC4I" wrote:
Philip and SUO WG, The parliamentarian's message wasn't a ruling, only guidance. It also wasn't legal advice, though he claimed to have run it past an attorney. We were directed by the Chair CS SAB, Lowell Johnson, to only work through proper channels, which in effect told us to disregard the guidance from the parliamentarian. I believe nobody wanted to do what it would take to get this guidance retracted. If anyone feels any actions to date are in violation of any rules (based on whatever guidance or source desired), their options are to: a. Take no action. b. Appeal. (I'm not sure if Bob's email is a formal appeal.) It's not an option to continue this debate, since it's not getting us anywhere. In a meeting, this certainly would not be permitted to drag on like this. We have an appeals process, so concerned members should either use it or drop this matter. Jim-----Original Message-----JIm,I also wish to go on record saying that the law must be obeyed.if the Parliamentarian's ruling stands, and there is no legal basis for invalidating (e.g. reversing or disregarding) the ruling, then the vote on SUMO should be set aside. In that case I would recommend a new vote, with everyone understanding in advance that abstains will be counted as negatives.The issues may need further legal review --- there may be several questions to be considered, e.g. what does "all those present" mean for a vote conducted by email, etc. Also, it is important to distinguish between Robert's Rules of Order, and the the NY State Not-For-Profit Laws. Perhaps the applicable government laws may allow IEEE working groiups to follow a variant of Robert's Rules of Order in some circumstances -- I don't know.Phil Jackson
From: Philip Jackson [mailto]
Sent: Friday, October 05, 2001 8:11 AM
To: James R CECOM DCSC4I Schoening
Subject: FW: SUO (P1600.1 WG) violation of IEEE Bylaws and NY State law-----Original Message-----Lowell,
From: owner-standard-upper-ontology@majordomo.ieee.org [mailto:owner-standard-upper-ontology@majordomo.ieee.org]On Behalf Of Robert Grayson Spillers
Sent: Friday, October 05, 2001 2:08 AM
To: Lowell G Johnson
Cc: 'Standard-Upper-Ontology '; Judith Gorman; Lyle Smith; Jim Schoening
Subject: SUO: SUO (P1600.1 WG) violation of IEEE Bylaws and NY State law
I am sure you are aware of the dispute between the chair of the SUO (Jim Schoening) and myself (and other SUO members) regarding various parliamentary issues related to a vote on the SUMO which occurred in mid August. There were a large number of parliamentary errors made in the drafting, rulings and vote on this motion. Most of those have been ruled on by the IEEE Parliamentarian, the IEEE Legal Counsel and a Director Emeritus (appointed by the IEEE President). In all cases this group ruled against the SUO chair. Their ruling were based on Robert's Rules, the IEEE By-Laws and the New York State Not-For-Profit laws. I believe you have received their response to me and to the chair (if not please advise and I will forward copies)There are a wide range of issues, but a key issue is how the vote is counted. The group (all staff to the Board of Directors of the IEEE Institute) ruled that in order to succeed the vote must be a majority of those present (not merely those present and voting). This has the effect that a vote to abstain is included in the base of those present of which the motion must achieve a majority to succeed. The authority quoted for this is both NY law and the IEEE By-Laws.
This authority applies to IEEE and all IEEE activities including the IEEE SA. No IEEE activity may be in violation of IEEE By-Laws and no NY chartered not-for-profit organization may be in violation of the applicable NY law. The IEEE Legal Counsel's opinion regarding the NY law is in the message from the IEEE Parliamentarian. (See note (1) and (2) below).
Since the SUMO motion failed by the IEEE By-laws and the applicable NY law, I request that you inform the SUO WG chair that the motion failed. (See note (3) below)
I also wish to formally bring to your attention that the SUO Working Group operates in violation of both the IEEE By-Laws and the New York State Not-for-Profit law.
Please contact me if you wish further information.
Robert Spillers
Chair, SUO WG P&P CommitteeNOTES:
(1) The IEEE SAB in its Policies and Procedures section 2.0 specifically states that the IEEE By-Laws have priority over all IEEE SAB documents including the IEEE SA By-Laws.
2.0 PRECEDENCE(2) Further information regarding the precedence of documents from the IEEE Parliamentarian's note to me (copied to the SUO chair).In the event of inconsistencies between two or more of the above documents, the document with higher precedence (indicated by earlier appearance on the following list) shall take precedence: [IEEE Standards Association procedures are available at: http://standards.ieee.org/sitemap.html ]
IEEE Bylaws
IEEE Standards Association Bylaws
IEEE Standards Association Operations Manual
IEEE-SA Standards Board Bylaws
IEEE Policies and Procedures Manual, Section 8
IEEE Board of Directors Resolutions
IEEE-SA Standards Board Operations Manual
IEEE CS Constitution and Bylaws
IEEE CS Policies and Procedures, Section 11
IEEE CS Board of Governors Resolutions
IEEE CS SAB P&P (this document)
Robert's Rules of Order
Sponsor Policies and Procedures
Working Group or Study Group Policies and ProceduresYour questions have been reviewed by the Board Parliamentarian, Legal Counsel and Director Emeritus who act as a team any answer questions of this nature as well as those related to all Governance Issues on behalf of the Board.(3) The specific answer to the question of how the vote should be counted posed by the SUO chair.Robert's Rules of Order are specified in the IEEE Bylaws to be used by "....organizational units of IEEE unless other rules of procedure specified by NY Not-for-Profit Corporation Law.....etc." Thus, Robert's Rules are subordinated in the hierarchy of rules to NY law, IEEE Certificate of Incorporation, Constitution, Bylaws, Resolutions of the Board of Directors, Policies and Procedures, and Practices. There was some discussion regarding using the rules for small committees but research provides that this may apply for groups of about a dozen or smaller, therefore Roberts Rules applies as normally used by the IEEE.
Final interpretation of IEEE bylaws and related rules are vested in the IEEE Board of Directors. Directors, when acting in good faith, may rely on one or more officers or employees whom the directors believe to be reliable and competent in the matter to be presented, counsel,etc. The IEEE Board of Directors uses Legal Counsel and a staff parliamentarian
for advice about its bylaws.
Answer: New York Not-for-Profit Law and the IEEE Bylaws state that to pass a motion requires a majority of those present, and not a majority of those present and voting. If 42 voting members were involved, then a majority of 22. was required for passage of the motion, and therefore the motion failed.
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