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SUO: SUO (P1600.1 WG) violation of IEEE Bylaws and NY State law

Lowell,
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 Committee

NOTES:

(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

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 Procedures

(2)  Further information regarding the precedence of documents from the IEEE Parliamentarian's note to me (copied to the SUO chair).
Your 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.

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.
 

(3)  The specific answer to the question of how the vote should be counted posed by the SUO chair.
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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