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Matthew, I spoke to a member of the IEEE -SA staff who confirmed that in our case (a vote without a meeting, e.g. e-mail) an affirmative vote of a majotity of all the voting members is required. The reference is the IEEE By-Laws, 1-300 Management, 1-300 General, 1. Governance; Parliamentary Procedures, 4. Action of the Board of Directors and Committees. (4) below: (4) 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, any action required or permitted to be taken by any board or committee of any organizational unit of the IEEE (other than the Board of Directors, the Executive Committee, the Major Boards, the Standing Committees and any other board or committee reporting directly to the Board of Directors) may be taken without a meeting. Unless a more restrictive voting requirement is specified in the governing documents of the board or committee, an affirmative vote of a majority of all the voting members of the board or committee shall be required to approve the action. The results of the vote shall be confirmed promptly in writing or by electronic transmission. The writings and/or electronic transmissions shall be filed with the minutes of the proceedings of the board or committee. ?Electronic transmission? means any form of electronic communication, such as e-mail, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient.The IEEE By-Laws can be viewed at http://www.ieee.org/portal/index.jsp?pageID=corp_level1&path=about/whatis/bylaws&file=i-300.xml&xsl=generic.xsl It is clear that the SUMO vote failed. Bob |