SUO: John Sowa's motion
At 18:37 2001-10-08 +0200, Chris Partridge wrote:
>
> Jim,
>
> I think John's intention is reasonably clear.
> Maybe it would stop this level of legal wrangling if you could draft
> something that you think is clear enough for us to vote on. This might help
> to stop the legalities getting in the way of what the members of SUO intend.
Chris-
To me, John's motion is just a rephrase of Bob's motion to appeal ... and Bob's appeal (from a Robert's perspective) has been denied. Bob is free to appeal to the CS SAB (an IEEE appeal, which is different than Robert's), but we (including the Chair) have no control over the decision-making of the CS SAB appeal process, so motions, etc., will have no effect on it. Bob should use that kind of appeal to get an authoritative response (see below).
Overall, the problem can be clearly stated: some people (like myself) have cited Robert's Rules, process and procedure, bylaws, and NYS law; others (like Bob and John), do not have citations (Bob's citations of Robert's have been incomplete, see previous E-mails).
If you are going to state that something as against the law, then you need to cite the law. Otherwise, it is just legal nonsense. Bob Spillers, John Sowa, and Lyle Smith (IEEE Parliamentarian) have not cited the law.
Lyle Smith, the IEEE Parliamentarian has been wrong on many parliamentary and legal issues (ditto for one of the IEEE Directors). The main problem is that the IEEE (institute) people don't have much understanding/awareness of the standards process. Only recently did Lyle learn that the standards process uses a thing called a "letter ballot" ... Lyle had some bogus advice on that. Also, there are two sets of attorneys: one for the IEEE institute and the other for IEEE-SA (standards). The Institute attorneys don't have strong knowledge in the area of standards.
You might ask: then how do these misunderstandings happen? Simply, the Institute worries about its own things, which is mostly finance, IEEE membership, and its Board. Since most of the legal issues involving the Institute concern "corporate action", some people might miss the point that there are other committees (like our standards committees), that are not involved in "corporate action". Thus, the IEEE-SA people and their attorneys are aware of these kind of distinctions (because much of IEEE-SA activities is not "corporate action"), yet the Institute people are unaware of these distinctions because most Board/membership issues are related to "corporate action".
The New York State law only applies to "corporate action". Anyone that claims the have a "legal" issue, should cite the laws they think are being violated ... not some vague claim. I'm not ruling out the possibility that the might be some applicable laws, but people need to cite them. In terms of legal research, the laws I've cited are the only laws we (my company and attorneys) found, which don't apply to standards activity.
When Lowell Johnson said that things should come through him, his role (with the help of other IEEE folks) would be to coordinate the right, applicable response.
Bob keeps hanging onto the words of the IEEE Parliamentarian, but Lyle's response is not the definitive answer: the CS-SAB is. As Lowell pointed out, if you disagree with CS SAB, you can appeal to the higher levels (IEEE-SA). <-- This is the formal process. Asking the IEEE Parliamentarian directly is not part of the formal process (as per the CS SAB and IEEE-SA process and procedures).
The hierarchy of authority runs something like this (not exactly precise, but close enough)
1. NYS law controls not-for-profits (e.g., IEEE), but has very little say about their operations, except for finance, board meetings, and shareholders <-- not a surprise that NYS law would be narrowly scoped.
2. IEEE has a constitution and bylaws, which take precedence over all lower entities (e.g., IEEE-SA) <-- similarly, the IEEE constitution and bylaws don't say much about standards activity
3. IEEE-SA has bylaws, which take precedence over all lower entities (e.g., Computer Society and its Standards Activity Board). IEEE-SA has requirements on project administration, such as the requirement for a PAR, its need for the PAR to be approved by NesCom (New Standards Committee), requirements for balance among participants (e.g., the committee can all be vendors, there must be a balance of participants), a formal balloting process (Sponsor Ballot), and final approval by RevCom (Review Committee) and the Board of Governors. <-- note that IEEE-SA doesn't say anything about WG meetings
4. The Computer Society has its own constitution and bylaws. The Standards Activity Board (SAB) is responsible for standards development. The CS SAB has its own processes and procedures (P&Ps) that we operate under. The CS SAB P&Ps have requirements for the SAB itself and for committees under their charter (e.g., a sponsor committee and a working group). Many WGs are organized under a Sponsor Committee, but SUO is an "orphan" in this sense: the SAB is the sponsor of the SUO work (the sponsor submits the PARs that go to NesCom, submits the drafts that go to sponsor ballot, and submits the standard to RevCom for approval). Summarizing, the CS SAB P&Ps that apply to us are: a working group's officers (e.g., Chair and term length), the hierarchy (WG within a Sponsor Committee, or WG as an "orphan"), meeting notices, and Robert's Rules.
5. A Working Group's on P&P's. We don't have SUO-specific any right now.
Using the chain of interpretation:
1. NYS law concerns "corporate action", but nothing on working group meetings or the like.
2. IEEE has bylaws that concern a meeting of the "IEEE Assembly", we are not the IEEE Assembly or even a subcommittee of it because our WG membership is completely independent of IEEE (and IEEE-SA). IEEE has bylaws on meetings of its board, but not any other committees such as working groups like ours.
3. IEEE-SA has bylaws, but they only affect the PAR, the sponsor ballot process, and submission to RevCom. IEEE-SA doesn't say anything about working group meetings.
4. The CS SAB has structural features, e.g., we report to the CS SAB. The default P&Ps use Robert's Rules <-- this applies to us.
5. We (SUO) have no specific P&Ps.
As you can see, each level of organization makes its own narrowly-scoped rules for its own level (e.g., NYS law concerns finances, directors, and shareholders, but does not over-regulate day-to-day, internal operations). This is why the NYS law does apply to IEEE in general, but says nothing about our specific WG activities.
There is no requirement (through the chain of interpretation) that we take the advice from the IEEE Parliamentarian. The same is true in Robert's Rules (RONR, page 449, lines 4-10):
PARLIAMENTARIAN. The parliamentarian is a consultant, commonly a professional, who advises the president and other officers, committees, and members on matters of parliamentary procedure. The parliamentarian's role during a meeting is purely an advisory and consultative one -- since parliamentary law gives to the chair alone the power to rule on questions of order or to answer parliamentary inquiries.
The Chair can consult with the IEEE Parliamentarian, but he is not required to take his advice. As Jim reported, given Jim's experience in standards and his knowledge of committee activities in hundreds of other IEEE-SA WGs, Jim felt the Parliamentarian did not have the correct interpretation (as confirmed by Lowell Johnson).
(FYI, the above excerpt would make it clear that John's motion is out of order since it clear that the IEEE Parliamentarian's opinions are advisory. Nor would it be possible to appeal a Chair's denial of the motion because there is only one reasonable interpretation of whether or not the Chair is required to take the Parliamentarian's advice: it is advisory, as per Robert's.)
Different than other parliamentary assemblies, IEEE (and IEEE-SA and CS SAB) permit an additional formal appeals process ... this additional (IEEE) appeals process is not the same as the Robert's appeals process. The IEEE appeals process is a typical administrative appeals process: start at the lower levels (CS SAB) and work your way up (IEEE-SA, IEEE). I've suggested that Bob use the IEEE appeals process because it would get a more authoritative response to his concern.
In the past, I've spoken with Lowell Johnson and everyone up the standards chain (including many other IEEE standards administrators) and they all agree that the IEEE Parliamentarian was wrong on several interpretations. Like I said previously, my guess is that the IEEE Parliamentarian is unaware of the nature of the standards process.
Several have complained that these procedural issues seem to go round and round ... this is where I believe IEEE is at fault for not responding quickly and authoritatively. Had IEEE-SA or CS SAB given a quick authoritative response, these problems wouldn't have continued. I have complained privately to IEEE-SA and CS SAB folks that they need to resolve this quickly. They said a response is coming very soon.
Also, I'd complain (again) that neither IEEE (institute) legal, Lyle Smith (IEEE Parliamentarian), nor Bob Spillers have cited any NYS law in their assertions, which is why we must wonder about the correctness of their opinions. I've cited NYS law, Robert's Rules, etc. to demonstrate that Bob's points are wrong.
Let's hope we get an authoritative response soon.
Finally, I can state that my main concern is that we have a good process ... not one where disruptive people create endless procedural obstacles. From my point of view, this is not a "fight" for SUMO, but a "fight" for fairness and process in our standards activity. I'm certain that we will have other contentious votes for our standards work ... they shouldn't degrade into this kind of procedural stuff.
Let's move on and constructively contribute to and improve the SUO work (SUMO, IFF, future documents.)
-FF
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