Re: SUO: SUO (P1600.1 WG) violation of IEEE Bylaws and NY State law
At 23:08 2001-10-04 -0700, Robert Grayson Spillers wrote:
>
> 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.
Bob-
Both you and Lyle Smith (IEEE Parliamentarian) have not provided citations to NYS law. Without citations, we cannot know which laws you are pointing to.
When I researched the problem (through an attorney), the NYS NPCL laws on voting only apply to corporate action:
N-PCL Section 613
(b) Whenever any corporate action, other than the election of directors, is to be taken under this chapter by vote of the members, it shall, accept as otherwise required by this chapter or by the certificate of incorporation or by bylaws as permitted by this chapter, be authorized by a majority of the votes cast at a meeting of members by the members entited to vote thereon.
(c) Except as provided in paragraph (b), any reference in this chapter to corporate action at a meeting of members by "majority vote" or "two-thirds vote" shall require the action to be take by such proportion of the votes cast at such meeting, provided that the affirmative votes cast in favor of any such action shall be at least equal to the quorum. Blank votes or abstentions shall not be counted in the number of votes cast.
We are not taking corporate action (and blank votes/abstentions don't count in the voting for these kind of votes).
As my attorney said "they [NYS law] aren't going to tell you how to run your business [e.g., low level decision-making, like us] ... the corporate laws focus on Board of Directors and shareholder issues not how you deal with your staff".
If you are making a legal claim, then you need legal citations ... without it, your claim cannot be understood (and has no credibility). The same applies to Lyle Smith and IEEE Legal: no citations, no credibility. If citations are provided, then your claim can be better evaluated.
Lowell-
Unless legal citations can be provided, I suggest you reject the claim because IEEE can never know which laws Bob Spillers had in his mind when we was complaining.
-FF
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