Re: [802SEC] EC meeting via teleconference--tentatively Friday 2-4pm et 20 Oct 2006
Paul,
I have availability for that time slot, but I believe that I need to
consult with my own attorney before meeting on this topic and I don't
know if that will be able to happen before next Friday.
In addition I have concerns about the process being followed. For
starters:
What is the impact of the absence of recused or conflicted EC members on
the EC quorum requirement? It seems entirely possible that half of us
could be judged to be conflicted. I discussed this issue with an IEEE
lawyer on a previous occasion but I don't think we reached a clear
conclusion. There appear to be differing practices though counting the
recused members as still being part of the basis for quorum seemed to be
more common than basing it on only the non-recused members. Some boards
have provisions for un-recusing the least conflicted members to get to
quorum. The EC rule of "majority of EC members with voting rights" was
ambiguous as to whether that means with voting rights on this matter
(i.e. not recused) or generally with voting rights.
Validity of a teleconference meeting: I understand that a teleconference
meeting is legitimately a meeting but it isn't clear to me that this
meeting is within the LMSC P&P. Note that the NY city statute quoted
below begins: "When authorized by the certificate of incorporation or
the by-laws" and we do not have anything in our by-laws that authorizes
any EC meeting other than the Opening and Closing EC meetings. We have
no provisions on who may call such a meeting and no provisions on notice
requirements (which we do have for WG meetings). We had discussions
within the last year on whether to add provision for teleconference
meetings to the rules and decided not to do it for now so it is clear
that we didn't think our current rules authorized such meetings.
Concerns included openness and access for a body with members
distributed across time zones.
I think we need to be squeaky clean here.
Regards,
Pat
-----Original Message-----
From: ***** IEEE 802 Executive Committee List *****
[mailto:STDS-802-SEC@ieee.org] On Behalf Of Paul Nikolich
Sent: Friday, October 13, 2006 10:38 AM
To: STDS-802-SEC@listserv.ieee.org
Subject: [802SEC] EC meeting via teleconference--tentatively Friday
2-4pm et 20 Oct 2006
Dear EC members,
I will be convenening a teleconference meeting of the EC as soon as
possible (hopefully 2-4pm ET Friday 20OCT2006). Please let me know if
you can make the teleconference meeting next Friday immediately.
The objective of the meeting will be to identify those members of the EC
that are non-conflicted with respect to any decisions regarding the
802.20 Working Group. The process by which the non-conflicted members
will be identified is attached and closely matches the process used at
SASB. The process is 802.20 specific right now, but in the long term my
intention is to make it generic and place it in the 802 Chair's
Guidelines.
Once the non-conflicted EC members are identified, our first order of
business will be to confirm the person identified to chair 802.20 as
recommended by the SASB chair recommendation committee and approved by
the SASB. I'm not sure that person will be ready for EC confirmation by
next Friday, but he may be, therefore in addition to identifying the
non-conflicted EC members, I may ask for the non-conflicted EC members
to confirm the person via the telephone meeting as well.
In case you are wondering whether or not telephone meetings are
acceptable, they are. I asked SA counsel to confirm this fact and they
have found the following:
Section I-300(4)(2) of the Institute's Bylaws provide "The Board of
Directors, the Executive Committee, the Major Boards, the Standing
Committees any other board or committee reporting directly to the Board
of Directors, and any board or committee of any organizational unit of
the IEEE, may meet and act upon the vote of its members by any means of
telecommunications. The normal voting requirements shall apply when
action is taken by means of telecommunications equipment allowing all
persons participating in the meeting to hear each other at the same
time"."
additionally NY State non for profit statute provides:
"On the issue of telephone conferences, Section 708 of the NY not for
profit statute provides that a committee of the Board may participate in
a meeting of such board or committee by means of telephone if everyone
can hear and that participation by such means constitutes presence in
person at the meeting:
708(c)
c) When authorized by the certificate of incorporation or the by-laws,
any one or more members of the board or any committee thereof may
participate in a meeting of such board or committee by means of a
conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at
a meeting."
Regards,
--Paul Nikolich
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