TABin2030 Report on Proposed IEEE Constitution Amendment

IEEE TABin2030 Ad Hoc Committee Summary reported at the 17-Jun-2016 TAB Meeting

TABin2030 was created to study the impact of proposed governance changes on Societies/Councils.

Proposed Amendment Major Changes (endorsed by the Board of Directors (BoD)):

  1. Separates Delegates (who represent members) from Directors (the legal controlling authority of IEEE) and relegates definition of Directors to Bylaws (controlled by the BoD).
  2. Adds paid Executive Director (ED) to the BoD. ED is already compelled to participate in meetings by Bylaws

Pros/Opportunities (as viewed by Proponents):

  • BoD can be resized and governance structure changed quickly without interacting with volunteer leaders or members (“nimble”)
  • Separating Delegates from Directors could allow more balanced geographic representation on the Assembly
  • Could allow BoD to reduce workload and shift to more strategic role

Cons/Risks (as viewed by Opponents):

  • IEEE leadership could become disconnected from members and their activities by shifting workload to an operational board while retaining final authority
  • ED on BoD erodes the nature of the volunteer-led IEEE, would become most senior director with longer tenure and possibly more influence than volunteers
  • Geographic Membership and Societies/Councils could go from over 2/3 BoD seats to zero, despite generating virtually all revenue
  • Subsequent governance changes could be made in secret by BoD, and announced once enacted, with no input or approval beyond BoD and possibly the Assembly
  • Members lose control of IEEE governance: Members own the Constitution (2/3 vote of members to change), while the BoD owns the Bylaws (2/3 BoD vote, no external notice needed to change); IEEE could change from member control to executive control
  • Amendment is incomplete without accompanying Bylaw changes – should consider package

Serious Process Concerns Have Arisen:

  • Changes to the Constitution are fundamental to the nature of the IEEE: open discussion and ethics policies appear to be violated, limiting perspectives communicated to members; censorship and suppression of opposing points of view are not in the spirit of IEEE
  • Advocates for the Amendment are adjudicating and editing opposition statements (authors, titles, and content) on ballot (see link below); may violate IEEE conflict of interest (COI) policy
  • IEEE Officers, BoD, and IEEE Legal have been unable to articulate the specific governance policies that allow the censorship and potential COI. IEEE should err on the side of openness.

TABin2030 concludes that the Amendment without Bylaws is premature, and prefers a complete solution, with bedrock principles enshrined in the Constitution, and discussed in an open and fair process. Implementation of proposed structural governance changes requires trust in the good judgment of executive leadership, shaken by the process issues. Among TAB Society/Council governing boards expressing an opinion, 24-1 are against the Amendment. For more details, see links to both proponent and opposition material, and vote: