SUO: RE: Gathering questions and issues with IEEE motion
Dear Jim,
Whatever the outcome of the legal process we will have to
interpret the rules for an e-mail forum. We may need to
seek higher authority to confirm that.
We have already made rules for who can vote, I don't see
such a big step to make rules for how a non-vote is
counted.
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: 22 January 2002 17:29
> To: West, Matthew R SITI-ITPSIE; Standard-Upper-Ontology (E-mail)
> Subject: RE: Gathering questions and issues with IEEE motion
>
>
> Matt,
> The outcome of the appeals will probably be either to go back to
> following RRO, to follow the NY State Law, or some newly
> defined IEEE P&P.
> Hard to predict. But right now, I don't even know if we have
> the authority
> at the WG level to create or change voting rules.
>
> Jim
>
> -----Original Message-----
> From: West, Matthew R SITI-ITPSIE [mailto:Matthew.R.West@IS.shell.com]
> Sent: Tuesday, January 22, 2002 4:50 AM
> To: Schoening, James R CECOM DCSC4I; Standard-Upper-Ontology (E-mail)
> Subject: 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
> >
>