SUO: RE: Gathering questions and issues with IEEE motion
Dear Jim,
I would like to explore the issue of non-voters here.
It seems to me that non-voters are most closely equivalent to
non-attenders at a meeting. If we adopted this convention then
the following consequences would flow:
1. We would need to establish a quorum for votes. If a quorum
was not reached, then the vote would fail for that reason alone.
A no vote therefore has some, but minimal impact. Do we have
a quorum specified for different types of vote?
2. If the current ruling from IEEE stands, we might want to
encourage those who truly wish to abstain simply not to vote,
since voting "abstain" is at least a semi-no vote.
3. This has implications for treatment of non-voters. The
current penalties would seem inappropriate.
I guess the point I am trying to make is that whatever the
voting rules, with an intelligent group, people will try to
find a way to express their intent accurately. I guess
therefore that we should not get too excited about the ruling
that has been made. If we accept it, we at least have some
definitive rules, and we will know what it means when we
cast our votes.
I know accepting this has the minor inconvenience of repeating
the vote on the SUMO, but that is an easier route than fighting
the hierarchy, and in any case, at some point this will need
to be done anyway to progress.
Please give this your consideration as an alternative strategy.
Matthew West
Principal Consultant
Shell Information Technology International Limited
Shell Centre, London SE1 7NA, United Kingdom
Tel: +44 20 7934 4490 Other Tel: +44 7796 336538
Email: matthew.r.west@is.shell.com
Internet: http://www.shell.com
> -----Original Message-----
> From: Schoening, James R CECOM DCSC4I
> [mailto:James.Schoening@mail1.monmouth.army.mil]
> Sent: 19 January 2002 12:26
> To: Standard-Upper-Ontology (E-mail)
> Subject: SUO: Gathering questions and issues with IEEE motion
>
>
>
> SUO Members,
>
> Regarding the IEEE-SA BoG motion I just forwarded,
> here's a starter
> list of questions and concerns I'm planning to forward back
> up the chain.
> Please submit your comments and edits.
>
> ATTN: Mr. Lowell Johnson, Chair, CS Standards Activity Board:
>
> 1. This guidance itself has differing statements on what constitutes a
> majority. It's clear abstentions would be counted, but are
> non-votes also
> counted? In an email vote, is everyone considered present,
> since the ballot
> was sent to everyone? Some non-voters did acknowledge
> receipt of the ballot
> or were active on the listserv during this period, but a few
> showed no sign
> of receipt. Background:
>
> a. IEEE Bylaws Section I-300, subsection 4 relating to Board of
> Directors and Committee actions: "Unless otherwise provided in the
> Certificate of Incorporation, the Constitution, these Bylaws, or the
> Not-For-Profit Corporation Law of the State of New York, the vote of a
> majority of the votes of the members present and entitled to
> vote, at the
> time of the vote, provided a quorum is present, shall be the
> act of the
> Board of Directors, any Committee thereof, or the Major Board, or any
> committees of the forgoing."
>
> b. Section 613 of the New York Not-for-Profit Corporation Law:
> Sec. 613. Vote of members.
> a) Except as otherwise required by
> this chapter or by the certificate of incorporation or the by-laws as
> permitted by this chapter, directors shall be elected by a
> plurality of
> the votes cast at a meeting of members by the members
> entitled to vote in
> the election.
> 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, except as otherwise required by this
> chapter or by
> the certificate of incorporation or by by-laws as permitted
> by this chapter,
> be authorized by a majority of the votes cast at a meeting of
> members by the
> members entitled 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 taken 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.
>
> c. The Dorsey and Whitney opinion stated: "Mr. Smith advised
> Messrs. Spillers and Schoening that the
> motion failed because the affirmative votes did not
> constitute a majority
> (i.e., 22) of the total number of the ballots cast." [This would mean
> non-votes are not counted. ]
>
>
> 2. Does this motion apply to just the vote on introducing the
> SUMO starter
> document, or should it also apply to another vote by this
> working group, on
> on introducing the "IFF" starter document? If so, the
> discrepancy described
> in item #1 1 above comes into play:
>
> a. SUMO votes were: Y=17, N=16, Abstain=9, No Vote=5;
> 42 voted but
> 47 were entitled to vote at the time. Do we need a majority
> of 42 or 47.
> Either way, SUMO did not pass.
>
> b. IFF votes were Y=18, N=6, Abstain=9, No Vote=17;
> 33 voted but
> 50 were entitled to vote at the time of this vote. Do we need
> a majority of
> 33 or 50? 18 Yes votes was a majority of 33 but not of 50.
> A few entitled
> voters may not have received the ballots, but this would not
> come close to
> allowing this to pass.
>
> 3. Why has this rule seemingly been applied only to the the
> vote on the SUMO
> document? Is it because this is a direct response to Bob
> Spiller's request?
> Couldn't it be argued this is a form of an appeal? IF so,
> why weren't key
> stakeholders informed of this meeting and given a chance to
> be heard? Does
> this violate Due Process or Fairness? The IEEE-SA BoG clearly has the
> authority to disband this working group, but do they have the
> authority to
> direct it to take actions that would violate Due Process?
> As chair, I
> believe this violates Due process, which I am concerned could create a
> liability for IEEE and possibly myself. Therefore, I request a legal
> opinion and clear guidance, through proper channels, that
> this action would
> not violate anything.
>
> 4. Problem with Dorsey and Whitnet legal opinion: It statess: "The
> participants in our call also noted that no voting rules for Standards
> working groups are specified in the IEEE Bylaws or the
> IEEE-SA Standards
> Board Bylaws or Operations Manuals." It fails to consider the IEEE
> Computer Society Standards Activity Board Policies and
> Procedures direct
> working groups to function under Roberts Rules of Order,
> which provide clear
> voting rules. Request this legal opinion be updated to
> recognize and factor
> in this key information. If this changes anything
> significant, we request
> IEEE-SA BoG reconsider this matter.
>
> 5. On Jan 15, 2002, Adam Pease, Teknowledge Corp., a SUO WG
> member, sent me
> a legal opinion on this matter (inserted below). We request
> Dorsey and
> Whitney respond to this opinion. If this changes anything
> significant, we
> request IEEE-SA BoG reconsider this matter.
>
> [I'm sure there's more issues and questions, but this is all
> I have at the
> moment.]
>
> Please submit your edits, quesitons, concerns, etc.
>
> Jim Schoening
>
>
> ================================
> Inserted Copy of Tecknowledge Legal Opinion:
>
>
>
>
>
> January 15, 2002
>
>
>
> Adam Pease
> Teknowledge Corporation
> 1810 Embarcadero Road
> Palo Alto, CA 94303
>
> RE: Memorandum on IEEE Working Group Vote
>
> Dear Adam:
>
> The question presented is whether a vote taken in connection
> with an e-mail
> ballot conducted by the P1600.1 Standard Upper Ontology
> Working Group (the
> "Working Group") to determine whether a document should become a base
> document should be conducted, and the definition of majority
> interpreted,
> under Robert's Rules of Order or the New York Not-for-Profit
> Corporation
> Law.
>
> In reviewing the instant issue, it will be necessarily to review the
> linkages and chain of authority of the various documents
> flowing down to the
> Working Group from the superior entities within the IEEE and
> ultimately the
> State of New York.
>
> Bottom Up
>
> The Working Group reports to Computer Society / Standards Coordinating
> Committee (the "Sponsor"). The Sponsor reports to the
> Standards Activity
> Board of the IEEE Computer Society (the "Minor Board"). The
> Minor Board
> reports to the Computer Society Board of Governors (the
> "Society"). The
> Society reports to the Standards Association (the "Major
> Board"). The Major
> Board reports to the IEEE (the "Organization"). The Organization is
> established under the laws of the State of New York.
>
> The Working Group is particularly subject to the Policies and
> Procedures of
> the IEEE Computer Society Standards Activities Board 1998 Policies and
> Procedures <http://computer.org/standards/orient/p&ptoc.htm>,
> which provides
> a provision precedence of documents to used in the interpretation of
> provisions and the resolution of conflicts between
> inconsistent provisions.
> The precedence of documents will provide the roadmap for the
> review at hand.
>
> Specifically, the Standards Activities Board Policies and Procedures,
> Section 2 provides:
> In the event of inconsistencies between two or
> more of the
> above documents, the document (indicated by earlier appearance on the
> following list) shall take precedence:
> 1. IEEE Bylaws
> 2. IEEE Standards Association Bylaws
> 3. IEEE Standards Association
> Operations Manual
> 4. IEEE-SA Standards Board Bylaws
> 5. IEEE Policies and Procedures
> Manual, Section
> 8
> 6. IEEE Board of Directors Resolutions
> 7. IEEE-SA Standards Board of
> Operations Manual
> 8. IEEE CS Constitution and Bylaws
> 9. IEEE CS Policies and
> Procedures, Section 11
> 10. IEEE Board of Governors Resolutions
> 11. IEEE CS SAB P&P
> 12. Robert's Rules of Order
> 13. Sponsor Policies and Procedures
> 14. Working Group or Study Group
> Policies and
> Procedures
>
> In the instant situation, several additional items are
> applicable that are
> not listed, and several listed items are inapplicable. For
> instance, the
> IEEE Bylaws receive their authority from the IEEE
> Constitution, which was
> drafted in accordance with the New York Not-for-Profit
> Corporation Law.
> Consequently, these documents will be included for the
> purposes of this
> analysis. Conversely, the Sponsor Policies and Procedures
> (item 13) in this
> case refers to Computer Society Policies and Procedures, and
> to the extent
> that they reference Section 11, are redundant with item 9.
> Consequently,
> since this analysis only refers to the relevant Section 11,
> item 13 will be
> deleted and item 9 will retain its order of precedence.
> Additionally, no
> IEEE Board of Governors Resolutions or IEEE Board of
> Directors Resolutions
> pertain to the issue at hand, and consequently will not be
> included in this
> analysis. Consequently, the revised order of precedence is:
> 1. New York Not-for-Profit Corporation Law
> 2. IEEE Constitution
> 3. IEEE Bylaws
> 4. IEEE Standards Association Bylaws
> 5. IEEE Standards Association
> Operations Manual
> 6. IEEE-SA Standards Board Bylaws
> 7. IEEE Policies and Procedures
> Manual, Section
> 8
> 8. IEEE-SA Standards Board of
> Operations Manual
> 9. IEEE CS Constitution and Bylaws
> 10. IEEE CS Policies and
> Procedures, Section 11
> 11. IEEE CS SAB P&P
> 12. Robert's Rules of Order
>
> So, working from the bottom up, we look at Robert's Rules of Order.
> Robert's Rules of Order contains provisions that determine
> how to determine
> what constitutes a majority vote. Consequently, by the
> authority granted in
> the IEEE CS SAB P&P, this provision would prevail.
>
> Next, we look at the IEEE CS SAB P&P to determine if there is anything
> contradictory.
> Section 1.1 states the purpose of the SAB:
> "Standards development activities in the IEEE CS are the
> responsibility of the SAB and comply with the policies and
> procedures of the
> documents listed below. Additional policies and procedures,
> when necessary,
> are defined in this document."
>
> Consequently, by the authority of the Computer Society, the Standards
> Activity Board is charged with the responsibility of ensuring that the
> Working Group follows, among other items, and notwithstanding
> any direction
> to the contrary in a document of higher precedence, Robert's
> Rules of Order
> in its development of the draft standard.
>
> The Standards Committee Organization and Procedures are
> outlined in Section
> 4 as follows:
> 4.0 CS Standards Committee Organization and Procedures
> 4.1 Overview
> The IEEE standards development process
> includes two volunteer groups: a Sponsor, who supervises all
> phases of the
> development and maintenance of a standard, and a standards developing
> committee such as a WG or SG, which is responsible to the
> Sponsor, and which
> develops the draft standard. A draft standard is forwarded
> to the IEEE
> Standards Board by the Sponsor for action once it has met the
> IEEE approval
> criteria.
> 4.2 Use of Robert's Rules of Order
> CSSCs shall operate under
> Robert's Rules of
> Order, Newly Revised.
> 4.5 Quorum
> The default quorum for CSSCs shall be
> one-half (50%) of the voting membership.
>
> Therefore, under the IEEE SAB P&P, the Working Group and the
> Sponsor are
> directed to follow Robert's Rules of Order, with the proviso
> that a quorum
> shall consist of one-half of the voting membership.
>
> The Standards Activities Board references its authority to so
> direct in
> Section 5 of the IEEE SAB P&P:
> 5.2 Responsibilities of the SAB
> As established in Section 1 of
> Article XI of
> the IEEE CS Constitution and Bylaws [Ref. 6], the SAB is
> responsible for:
> recommending to the CS Board of Governors all policies and
> practices with
> respect to standards; oversight responsibility for all
> standards activities
> to assure conformance to approved policies and procedures;
> and to provide
> guidance and resolution of issues in areas not specifically
> covered by the
> policies and procedures.
>
> Specifically, with regard to Sponsors:
> 6.1 Sponsor Scope
> Each Sponsor shall have a scope
> approved by
> the SAB.
> 6.2 Standards Development Process [Informative]
> The Standards Development Process should
> normally consist of: optional SG operation not to exceed six
> (6) months;
> PAR approval by the Sponsor; PAR approval by the IEESB; WG
> development of a
> draft standard; approval to ballot by the Sponsor;
> recirculation/negative
> ballot resolution by the WG as necessary; RevCom submission
> approval by the
> Sponsor; and standard approval by the IEEESB.
>
> The only direct reference to Working Group Procedures are
> found in Section
> 7, and only pertain to the fact that the Chair, and
> Vice-Chair of Working
> Groups shall be IEEE or CS-affiliate members.
>
> In following the roadmap laid out in the IEEE CS SAB P&P, we
> next look at
> Section 11 of the IEEE CS Policies and Procedures. This
> section outlines
> the procedures by which draft standards developed within the Computer
> Society are submitted to the IEEE Standards Board, in order
> to be approved,
> adopted and published as IEEE Standards. This Section
> further states that
> as far as the relationship of the Computer Society to IEEE
> Standards Board
> is concerned, the policies and procedures of Section 11 as
> established by
> the SAB operate within the scope of the IEEE Bylaws.
>
> The Standards Activities Board claim of authority in Section
> 5 of the IEEE
> SAB P&P is confirmed in Article X of the Computer Society
> Bylaws which that:
> "The Standards Activities Board shall formulate
> the policies
> and practices with respect to standards, and monitor all standards
> activities to assure conformance to approved policies and practices."
>
> The Computer Society itself is organized within the IEEE, and
> is obligated
> under Article II, Section of the Computer Society
> Constitution to operate
> within the IEEE constitution and bylaws and within such other
> policies and
> procedures that are authorized under these documents.
>
> Having established the operating protocols at the Working
> Group, Sponsor,
> Minor Board and Society levels, we move up to the Major Board
> level, whose
> controlling documents are the IEEE Standards Association Bylaws, IEEE
> Standards Association Operations Manual, IEEE-SA Standards
> Board Bylaws, and
> IEEE-SA Standards Board of Operations Manual. We will also
> take a brief
> detour to the organization level with IEEE Policies and
> Procedures Manual,
> Section 8
>
> IEEE-SA Standards Board of Operations Manual states in
> Section 1.2 that the
> organization and basic procedures of the IEEE-SA Standards
> Board are covered
> by the IEEE-SA Standards Board Bylaws, and that the provisions of the
> IEEE-SA Standards Board of Operations Manual supplement the
> provisions of
> the IEEE-SA Standards Board Bylaws, which shall be the
> prevailing document
> in the event of conflict. Like the Society, Minor Board, Sponsor, and
> Working Group below it, the Major Board is directed to
> conduct business in
> accordance with Robert's Rules of Order.
>
> Section 5 of the IEEE-SA Standards Board of Operations Manual
> directs the
> Sponsor to operate in accordance with a written set of policies and
> procedures which do not conflict with the IEEE-SA Standards
> Board Operations
> Manual. In the case of a Sponsor that is a committee of an
> IEEE Society,
> the Society may develop a common set of P & P for standards
> development that
> is applicable to all Sponsors in that Society. In the
> instant case, the
> Sponsor is the Computer Society / Standards Coordinating
> Committee operating
> under the Minor Board and Society Policies and Procedures.
>
> Before moving on to the remaining Major Board documents, we
> are directed by
> the precedence of documents to review an Organization
> document, specifically
> Section 8 of the IEEE Policy and Procedures Manual. This
> provision provides
> that responsibility for the standardization activities of
> IEEE is assigned
> by the Board of Directors to the Standards Association, or what we are
> referring to as the Major Board. Specifically, the Standards
> Association is
> directed to discharge this responsibility by, among other things, the:
> "Promotion of open and innovative deliberations
> that result
> in broad consensus in accordance with due process procedures
> detailed in the
> IEEE Standards Association bylaws and operations manuals of
> its subsidiary
> boards and committees."
>
> Detailed procedures are further outlined in Section 8.4:
> "Detailed procedures and requirements for standards
> activities within the IEEE are set forth in the IEEE
> Standards Association
> bylaws and operations manuals and the bylaws and operations
> manuals of its
> subsidiary boards and committees..."
>
> Returning to the Major Board documents, the SA Standards
> Board Bylaws don't
> provide any particular direction to the issue at hand, other
> than claiming
> their authority under section S-401 of the IEEE Bylaws.
>
> The Standards Association Operations Manual asserts that the
> organization
> and basic policies of the IEEE Standards Association are
> covered by the IEEE
> Standards Association Bylaws, and that the Standards
> Association Operations
> Manual supplements the provisions of the IEEE Standards
> Association Bylaws,
> which is the governing document in the event of conflict.
> Like the Society,
> Minor Board, Sponsor, and Working Group below it, the Major
> Board is again
> directed to conduct business in accordance with Robert's
> Rules of Order
> under Section 4.3.
>
> The final Major Board document, the Standards Association
> Bylaws, claims its
> authority from IEEE Bylaw I-304.6 and establishes that the
> IEEE Standards
> Association shall be directed by a Board of Governors, who shall be
> responsible for establishing policy and conduct
> standards-related activities
> within the technological fields in the IEEE Constitution.
>
> Turning now to the organization documents, the IEEE Bylaws provide the
> organizational framework and terms of governance for itself and child
> entities. Section I-107 defines an IEEE organizational unit
> is a subset of
> the entire IEEE membership that has been formed to carry out
> particular
> educational, geographic, professional, technical, or other appropriate
> activities of interest and service to those who are members of that
> organizational unit as permitted by law.
>
> Section I-300, subsection 3 of the IEEE Bylaws covering Governance and
> Parliamentary Procedures states that:
> "Implementation of the constitutional
> provisions by specific
> organizational units and their policies, is contained in
> these IEEE Bylaws,
> which are approved and amended by the IEEE Board of
> Directors. The IEEE
> Policy and Procedures Manual contains more detailed
> statements of specific
> policies, objectives and procedures which may be approved
> only by the IEEE
> Board of Directors.
>
> Robert's Rules of Order (latest revision) shall
> be used to
> conduct business at meetings of the IEEE Board of Directors, Executive
> Committee, Major Boards, Standing Committees and other
> organizational units
> of the IEEE unless other rules of procedure are specified in the
> Not-For-Profit Corporation Law of the State of New York, the IEEE
> Certificate of Incorporation, the IEEE Constitution, these
> Bylaws, the IEEE
> Policy and Procedures Manual, resolutions of the IEEE Board
> of Directors, or
> the applicable governing documents of those organizational
> units provided
> such organizational documents are not in conflict with any of the
> foregoing."
>
> After having swam upstream through the Minor Board, Society,
> and Major Board
> documents, we have reached a provision that specifies when the use of
> Robert's Rules of Order shall not be used to conduct business at an
> organizational unit of the IEEE, that being when other rules
> of procedure
> are specified in the documents referenced in the precedence
> of documents
> list. Having found no such directive so far, we need to
> continue through
> the remaining IEEE Bylaws, IEEE Constitution and New York
> Not-for-Profit
> Corporation Law.
>
> Not particularly helpful at this point is Section I-300, subsection 4
> regarding the action of the Board of Directors and Committees
> which states
> that:
> "Unless otherwise provided in the Certificate of
> Incorporation, the Constitution, these Bylaws, or the Not-For-Profit
> Corporation Law of the State of New York, the vote of a
> majority of the
> votes of the members present and entitled to vote, at the
> time of the vote,
> provided a quorum is present, shall be the act of the Board
> of Directors,
> any Committee thereof, or the Major Board, or any committees of the
> forgoing."
>
> Here, it is confirmed that a majority vote will carry an act
> of a committee,
> and that Robert's Rules of Order will determine the
> definition of majority
> absent a provision in the remaining IEEE Bylaws, IEEE
> Constitution or New
> York Not-for-Profit Corporation Law.
>
> The remaining Organization document, the IEEE Constitution,
> in Article I,
> Sec. 3, states that the IEEE shall carry out its general
> administrative
> functions in accordance with the New York Not-For-Profit
> Corporation Law,
> and in Article II, Section 1 establishes that the IEEE Bylaws shall be
> established for the purposes of governing the operations and
> administration
> of the IEEE.
>
> This brings us to a review of the relevant Section 613 of the New York
> Not-for-Profit Corporation Law which states that:
> Sec. 613. Vote of members.
> a) Except as otherwise required by
> this chapter or by the certificate of incorporation or the by-laws as
> permitted by this chapter, directors shall be elected by a
> plurality of
> the votes cast at a meeting of members by the members
> entitled to vote in
> the election.
> 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, except as otherwise required by this
> chapter or by
> the certificate of incorporation or by by-laws as permitted
> by this chapter,
> be authorized by a majority of the votes cast at a meeting of
> members by the
> members entitled 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 taken 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.
>
> Subsection Section c) provides the critical difference from
> Robert's Rules
> of Order on the definition of what constitutes a majority.
> Having swam
> upstream from the Minor Board documents that direct the
> Sponsor and Working
> Group in the conduct of their business at hand, through the
> Society, Major
> Board and Organization documents, the question at hand is whether this
> provision flows downstream to the extent that it controls and
> directs the
> Working Group in the conduct of its business.
>
> Form the context of the Article 6 of the New York
> Not-for-Profit Corporation
> Code, it is clear that these provisions apply solely to the corporate
> governance of the Organization, and not to the business conduct of its
> Organizational units, which Article I, subsection 4 defines
> as follows:
> "Conducting of activities" of a corporation means the
> operations for the conduct of which such corporation is formed and may
> constitute "doing of business" or "transaction of business"
> as those terms
> are used in the statutes of this state.
>
> Article 6 specifically applies to Members and the
> requirements that must be
> met in order for Members to effect changes to the bylaws or corporate
> structure of the Organization. Specifically, Article 6
> addresses adoption
> and modification of bylaws, annual meetings, and special
> meetings for the
> election of directors, all clearly areas of Corporate Governance.
>
> Top Down
>
> From a top-down perspective, the IEEE Constitution and Bylaws
> reference and
> serve to establish the IEEE under the authority of the New York
> Not-for-Profit Corporation Law. In so doing, the IEEE has
> obligated itself
> to conduct its Corporate Governance under the strictures of
> the New York
> Not-for-Profit Corporation Law, including the manner in which
> it calculates
> a majority vote.
>
> The IEEE Bylaws provide a framework for the governance of
> subsequent IEEE
> organizational units which states that the strictures of the New York
> Not-for-Profit Corporation Law, IEEE Constitution, and IEEE
> Bylaws will flow
> down to the implementation of the constitutional provisions, but that
> Robert's Rules of Order will be used in the conduct of business.
>
> The Organization documents essentially flow down this model
> through the
> Major Board, Society, and Minor Board documents authorizing
> the inferior
> entities below them while passing through constitutional
> strictures and
> authorizing the conduct of specific business.
>
> Consequently, when we arrive at the issue at hand, we must
> confront the
> question of whether the development of a draft standard by a
> Working Group
> is a constitutional act of corporate governance or the conduct of the
> business for which it was formed. If it is a constitutional act of
> corporate governance, then the definition of majority must be
> interpreted as
> defined by the New York Not-for-Profit Corporation Law. If
> it is conduct of
> the business for which the Working Group was formed, then the
> definition of
> majority must be interpreted under Robert's Rules of Order as
> directed by
> the IEEE CS SAB P&P. That the development of a draft standard is the
> conduct of the business for which it was formed is clear from
> the directives
> of the IEEE CS SAB P&P. To erase any doubt on this score, I
> note that other
> inferior entities of the IEEE, including the Learning
> Technology Standards
> Committee Sponsor, reference the use of Robert's Rules of Order, and
> specifically call out its definition of majority, as follows
> in the Policies
> and Procedures:
>
> 4.2 Use of Robert's Rules of Order
> LTSC Standards Committees shall operate
> under Robert's Rules of Order, Newly Revised.
> Voting
> The default percentage for a vote to be
> successful in LTSC Standards Committees is more than one-half
> (>50%) Yes
> votes of the total Yes and No votes cast, excluding abstentions.
> Votes are recorded as 'Yes';
> 'No'; 'Abstain'
> or 'Nil-return'.
> For determining outcomes only Yes and No
> votes are used to determine percentages.
>
> Conclusion
>
> For the reasons enumerated in the foregoing analysis, it is
> clear the vote
> taken in connection with an e-mail ballot conducted by the
> Working Group to
> determine whether a document should become a base document should be
> conducted, and the definition of majority interpreted, under
> Robert's Rules
> of Order.
>
> Sincerely,
>
>
> Benedict O'Mahoney
> Vice President, Administration and Legal Affairs
>