SUO: IEEE SA Board of Governors resolution
Lowell,
The purpose of this note is to ask for your confirmation of two results
of the legal opinion and the unanimous resolution of the IEEE SA Board of
Governors. The two results (specifically stated in the legal opinion and
BOG resolution) are:
1. It is clear that the vote taken in mid August regarding
the SUMO failed. The SUMO enjoys no special status within the SUO WG as
a result of that vote.
2. The interpretation of the IEEE Corporate Governance
Office of Robert's Rules of Order is the interpretation that is required
to be used by the SUO WG.
There may be other results from this opinion and resolution but the two
listed above are unambiguous.
It appears Jim wishes to continue to dispute the legal opinion of Dorsey
and Whitney (the IEEE Institute's outside counsel) and continue to debate
the interpretation of Robert's Rules of Order as given by the IEEE Corporate
Governance Office in September.
It is my understanding that by unanimous vote the IEEE SA Board of Governors
has accepted the legal opinion of Dorsey and Whitney. Dorsey and Whitney
is a well known national/international law firm. Bob Dwyer is a partner
in their New York Corporate/Finance practice and is an expert in issues
related to tax exempt organizations. It is probably worth noting that
the IEEE SA Board of Governors also have a separate outside special counsel
(Cohen and Grisbey) who participated in this decision. The reason I mention
this is that Jim has circulated a legal opinion from the in house counsel
for Teknowledge (the source of the SUMO) that appears to dispute the opinion
given by Dorsey and Whitney. (I will forward this note separately.)
Your confirmation of the above points will help us move beyond this contentious
issue and hopefully begin a process that encourages consensus. I am copying
the SUO WG reflector on this note and I have attached your 01/14/02 note to
Jim Schoening.
Bob
>From Lowell Johnson to Jim Schoening 01/14/02:
Jim:
I am sorry to bother you again, but apparently not everyone feels the
resolution of the 1600.1 issues has gone full circle and been reported back
to the group. In particular, Mr. Spillers has stated that he has not been
officially informed of the decisions made.
I assume that whatever response you sent out after the SA BoG made their
decissions was not worded strongly enough to make it clear that these issues
were debated at very high levels of both IEEE staff and volunteers and that
decisions were made.
Please send another email to your group reflector, and specifically cc both
Mr. Spillers and myself. Be very specific. You may include both the SA
BoG
resolution and "the Dorsey and Whitney letter". I would have attached them
to this message to make it easier for you, but I am up north recuperating
and do not have them on this laptop. If you no longer have them, I will
ask
someone at IEEE to send them.
Please do this ASAP since people are tired this is dragging on so long (as
you must be too).
Thanks very much,
Lowell
PS: For your information, I attached the memo from Mr. Spillers and an
earlier email from Judy explaining why she was not going to respond directly
to Mr. Spillers. If you have any questions or concerns, you may call me
at
218-827-2450 or email to
sljohnson@rangenet.com
> -----Original Message-----
> From: Robert Grayson Spillers [
mailto:skydog@pacbell.net
]
> Sent: Friday, January 11, 2002 5:31 PM
> To: Robert Dwyer
> Subject: IEEE governance issues
>
> Bob,
> I am a member of the IEEE (Standards) Working Group P1600.1 known as
> the SUO (Standard Upper Ontology) WG. In August of 2001 a number
of
> issues were raised regarding governance - in particular how votes
are
> counted and other issues related to parliamentary procedure. A group
> of senior staff to the IEEE Institute (of which I believe you were
a
> member and/or provided advice) researched these issues and gave an
> opinion as to what was the proper procedure. This opinion was
> challenged by (among others) the Chair of the SUO WG, Jim Schoening.
> I asked for a ruling from the next higher committee and was later
> informed (by Judy Gorman) that the matter would be resolved by the
> IEEE Standards Association Board of Governors. At the time of this
> discussion with Ms. Gorman, she promised to communicate the
> resolution directly to me. I requested this information be directly
> communicated because the chair has a history of not communicating
> information if it does not support his agenda.
>
> It is my understanding that a decision was made by the IEEE SA BoG
in
> November. In mid December I left phonemail messages and sent an email
> to Ms. Gorman asking for information. On 12/27/01 she sent an email
> asking Jim Schoening (the SUO chair) to send me a copy of "the Dorsey
> and Whitney letter" along with other pertinent information (copy of
> email attached). After a week had passed I sent Ms. Gorman an email
> asking that she honor her original agreement with me and provide the
> information directly (copy of the email attached). Another week has
> passed and I have received no communication from either Ms. Gorman
or
> Mr. Schoening.
>
> The events that caused this controversy occurred in August of last
> year. I believe I have been patient in waiting for a response. Now
> that one is available I think it is inappropriate to withhold what
> seems public information - especially considering that the underlying
> activity is the development of a public standard.
>
> Any information you can provide or assistance in obtaining information
> regarding the resolution of these issues would be greatly appreciated.
>
> Thank you ,
> Bob Spillers
>
> Spillers Consulting
> 136 Bardet Road
> Woodside, CA 94062
> 650-851-1135
>
skydog@pacbell.net
or
spillers@csli.stanford.edu
>
>
>
j.gorman@ieee.org
wrote (12/27/01):
>
> Dear Jim:
> While I was away in Tokyo, I received a phone message from Bob
> Spillers. Some months ago, I had told Bob that I would contact him
directly
> when the final results were available from legal counsel, etc. However,
> our decision was that as Chair of the P1600.1 Working Group, you
> would be the contact point for dissemination of this and any further
> information. I assume you have already sent Bob a copy of the
> Dorsey and Whitney letter. If not, please make sure he has received
> it, along with other information that you are circulating to your committee.
>
> Many thanks.
> Judy Gorman