Board Statement
Opposition Statement #1 and Rebuttals
Opposition Statement #2 and Rebuttals
Opposition Statement #3 and Rebuttal
Opposition Statement #4 and Rebuttals
Opposition Statement #5 and Rebuttal
Board Statement
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:
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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 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:
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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.
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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 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 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 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
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 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.