UPDATE ON GOVERNANCE ITEMS

Jayne F. Cerone, CAEStaff Director – Governance, Communications and Volunteer Relations, IEEE Technical Activities

19 May 2011

Issues

Compliance with MUST HAVE regarding staffingTAB Operations Manual-28 Day Notification Period (motion)TAB Committee Member Term Limits (discussion)Process for S/C Governing Document Changes (discussion)Items submitted to IEEE Governance CommitteeItems on consent for the June meeting series

04/21/232

Status of Compliance with MUST HAVE for Societies with an Administrative or Executive Office

10 Societies with an Executive Office (begun in 2010)TMC motion in January 2011 est. deadline of June 2011 TAB meeting5 Societies with an AdministrativeOffice (postponed to 2011 because of scope and definition issues)04/21/233

Summary of project

• Review all 15 Society’s Constitution and Bylaws• Identify language that not compliant

• Reporting structure• Hiring practices• Management of staff• Staff job descriptions

• Recommended that all Societies with Executive/Administrative Offices have the same text in their governing documents

04/21/234

Pertinent IEEE Governing Documents Bylaw: I-306. IEEE Executive Director and Other Staff Responsibilities of IEEE Executive Director. The IEEE Executive Director shall

be the chief operating officer of the IEEE; shall be in charge of shall be in charge of IEEE Headquarters, IEEE’s staff and operationsIEEE’s staff and operations; shall be responsible for all property and equipment owned and used by the IEEE, for which he/she shall be responsible to the Board of Directors; and shall perform such additional duties as specified by the Board of Directors.

P&P: 9.4 Employment of Staff or Engagement of Independent Contractors to Support IEEE Organizational Units. No IEEE organizational unit shall hire staff or engage an independent

contractor without prior authorization of the IEEE Executive Director or his or her designee. Procedures for the hiring of staff, or the engagement of independent contractors, shall be maintained by the IEEE Human Resources Department. Requests to hire staff shall be sent to the IEEE Staff Director for Human Resources. Requests to engage an independent contractor shall be sent to the Manager, IEEE Procurement

04/21/236

• Revised in November 2010 to include role of volunteers in • Job descriptions• Hiring/recruiting• Goal Setting• Performance Review

• If volunteers are uncomfortable with Staff processes, those concerns can be voiced to (escalated to) IEEE HR and the IEEE Executive Director.

04/21/237

IEEE Staff Policies

Status (as of 16 May 2011)

5 Societies completed (CAS, ComSoc, EMBS, Photonics, Solid-State Circuits)1 Society changed to be compliant but no “MUST HAVE” language inserted; SP BoG now considering adding language 2 Societies in process and expect approval in process by June based on individual S/C revision process (CPMT, Computer)1 Society changed Constitution (need membership vote completed October); working on Bylaws (need BoG approval)1 Society is discussing at their June AdCom (ED)

04/21/2311

TAB OPERATIONS MANUAL NOTIFICATION PERIOD

04/21/2312

OTHER OU NOTIFICATION PERIODS

IEEE Board of Directors: 20 days

IEEE PSPB: 20 days

IEEE EAB: 10 days

IEEE MGA: 15 days

04/21/2313

TAB OPERATIONS MANUALTAB Operations Manual

1.7 REVISIONS TO THE IEEE TECHNICAL ACTIVITIES BOARD (TAB) OPERATIONS MANUALProposed changes to the IEEE Technical Activities Board Operations Manual and the reasons therefore shall be distributed to all voting members of the Technical Activities Board at least four weeks 10 days before the stipulated TAB meeting at which the vote shall be taken. A simple majority of the votes cast at the meeting shall be required to approve any revisions to the TAB Operations Manual. Any amendment or repeal of the IEEE Technical Activities Board Operations Manual is subject to review by the IEEE Corporate Activities Operations Manual Review team, and final approval by the IEEE Technical Activities Board.

Additionally, the Board of Directors has identified that changes related to specific responsibilities directed to the Major Organizational Units shall be reviewed and approved by the Board using the process in accordance with IEEE Bylaw I-300.4(5).

04/21/2314

TMC MOTION

APPROVE REVISIONS TO TAB OPERATIONS MANUAL SECTION 1.7 – REVISIONS TO TAB

OPERATIONS MANUAL

PROs: more manageable workflowCONs: noneFinancial Implications: NoneImplementation Timeline: June 2011

04/21/2315

TERM LIMITS FOR TA COMMITTEE MEMBERS

04/21/2316

Discussion: Term limits for TA Committee members

IEEE Bylaw I.304.5 – Term of Appointment Unless specified otherwise, the term of appointment for members,

including the Chair and any other officers of the Boards and Standing Committees, shall be for the calendar year of appointment. However, acceptance of appointment will carry with it the understanding that a member would normally be reappointed annually to serve for no more than three consecutive years.

IEEE Bylaw I.304.6 – Duration of ServiceUnless specified otherwise, the consecutive period of service of any member of any Board or Standing Committee listed in Bylaw I-305 shall not extend beyond three years, except that a Chair or Past Chair may serve one additional year. The limitations of tenure may be waived in individual cases for reasons deemed by the BoD to be in the best interests of IEEE.

04/21/2317

Discussion: Term limits for TA Committee members

IEEE standard is 3, 1-year terms for committee appointments.TA has standard of 3, 1-year or 2, 2-year terms (total of 4 consecutive years) Exception for specific skill sets (finance) is 3, 2-year terms (total of 6 years)PRAC has limit of 9 years.What is appropriate limits, balancing experience and turn-over.

04/21/2318

PROCESS FOR S/C GOVERNING DOCUMENT CHANGES

04/21/2319

Discussion

Current Section 4.2.A.2 states“All Societies must operate according to

their Society Bylaws and Constitution. Any changes to these documents must be approved by the Vice President, Technical Activities and be forwarded to TAB for information.”Is there a need for clarification?

04/21/2320

LIST OF ITEMS SUBMITTED TO IEEE GOVERNANCE COMMITTEE

04/21/2321

LIST OF ITEMS SUBMITTED TO IEEE GOVERNANCE COMMITTEE (1)

Revisions to IEEE Policy Section 16.3 – Dues – Membership Categories; Reduced; Waived - to simplify current business model by applying the same reduction of 50% for IEEE dues assessments, society dues and society periodicals fees for members who qualify for Minimum Income, Retired and Unemployed categories of membership. TAB endorsed in concept in February 2011. Will be included on June TAB Consent Agenda pending IEEE BoD Approval

Revisions to TAB Operations Manual Section 8.3 – TAB Appointment Procedures, 8.3.A.b – TAB Approval of Candidates – to remove the requirement that a slate for VP-Elect, TA shall be shown to TAB in June (will be submitted to Governance after TMC meeting)

Revisions to TAB Operations Manual Section 3.13 – IEEE Conferences Committee Charter - to eliminate the MCM Financial Oversight Committee which reports to IEEE Conferences Committee)

New IEEE Meetings & Conferences Operations Manual - new manual going to TAB in June for approval

04/21/2322

LIST OF ITEMS SUBMITTED TO IEEE GOVERNANCE COMMITTEE (2)

Revisions to IEEE Policies Section 10.1.2 – Sponsorship, 10.1.4 – General Approvals, Endorsements & Notifications, and 10.1.5 – Memorandum of Understanding/Agreement (MoU/MoA) - change reflects a desire to increase the institutional approval level for co-sponsored conferences by adding new language to several sections of IEEE Policy 10.1. The increased approval level is to protect the IEEE brand by limiting future IEEE involvement with suspect organizations and conferences such as the ones referenced above. Included on May IEEE BoD Agenda. In February 2011, both TAB and MGA endorsed the intent, with agreement to work with the IEEE Governance Committee on final wording. Will be on June TAB Agenda

Revisions to TAB Operations Manual 4.43 – IEEE Product Safety Engineering Society Field of InterestRevisions to TAB Operations Manual 4.44 – IEEE Professional Communication Society Field of Interest

04/21/2323

JUNE TAB CONSENT AGENDA ITEMS (as of 19 May)

04/21/2324

ITEMS FOR JUNE

Items to be included on June 2011 TAB Consent Agenda:

Revisions to IEEE Policy Section 16.3 – Dues – Membership Categories; Reduced; Waived (pending final approval by IEEE BoD in June) (TAB endorsed in concept at February meeting)Revisions to TAB Operations Manual 4.43 – IEEE Product Safety Engineering Society Field of Interest (pending Presidents’ Forum endorsement)Revisions to TAB Operations Manual 4.44 – IEEE Professional Communication Society Field of Interest (pending Presidents’ Forum endorsement)Revisions to TAB Operations Manual Section 3.13 – IEEE Conferences Committee Charter

04/21/2325

ISSUES

04/21/2326

Issues

1.5 rules as reported by Fred Mintzer, Chair, Tab N&A Committee.Continue to assist S/Cs with interpretation of their governing documents. AES drafting new Constitution and Bylaws; initial review by AdCom at 15-16 April 2011 meeting, on target for final version prior to November 2011 TAB meeting.

04/21/2327

Issues (2)

Consumer Electronics Society issues with terms and election process; TA staff working closely with society on milestones and process. Confirmed term for sitting President, issues of transition to new constitution. Working with CE on new bylaws.Sensors Council issue with terms of office and reappointment; TA staff reviewed documents and made recommendation which Council is implementing.IES reworking sections of Bylaws re finances.

04/21/2328

Issues (3)

Expect increase in issues, as enter election season.TAB Management Committee, as part of TMC charter, “Monitor the health of all Societies and Councils, and initiate corrective action, if necessary

04/21/2329