A Blueprint For The
Future Governance of the IEEE: Recommendation of the Presidents Blue Ribbon Committee on
IEEE Governance
Table of Contents
Background on Work Leading to the Recommendations
3
Recommendations for Consideration by the Board
.. 5
Redesign of the
Governance Structure
5
Assignment of
Standing Committees
.. 8
Size and
Composition of the Board of Directors
..
..
8
Terms of Office
for Directors
.
..
. 10
Method of
Elections of Directors
.
11
Implementation Plan
. 12
Proposed
Implementation Schedule
..
12
Board Committee
Guidelines
.. 14
Concluding Comments
.
15
Appendix I: IEEE Board of Directors After Restructuring,
2007
. 16
Appendix II: Transition to 2007 IEEE Board of
Directors
..
17
PBRC
Members: Marc
Apter, Doris Carver, Hugo Fernandez-Verstegen, Teck-Seng Low, Levent Onural and
Ralph Wyndrum, Mike Masten, Dan Senese and Wally Read (Chair)
Liaison
Representatives:
Ray Findlay and Barry Johnson.
Staff
Support: Julie
Cozin, Matthew Loeb, Lyle Smith, Tamara Walsh.
The
work of the President's Blue Ribbon Committee on Governance (PBRC) is not new. It is a
rejuvenation of a very serious effort commenced in 1992 to prepare IEEE for the
fast-paced changes forecasted for the turn of the century. A quick recap of
where we have been proves to be instructive as to why we have again engaged in
this most recent activity.
* 1992-1994 - Numerous
retreats were organized to discuss trends and issues.
* 1995 - Seven
governance models were identified which were later reduced to three. The Board
opted for the more evolutionary approach to restructuring.
* 1996 - An
Implementation Committee for Structural Reorganization (ICSR) was formed (Chair
Fernando Aldana). Two task forces reporting to ICSR were established, Bylaws
(Chair Ross Anderson) and Evolution (Chair Joel Snyder). They all reported to
the Board in December of that year.
* 1997 - Some bylaw
changes were approved and a target was set for all changes to bylaws and rules
governing the Organizational Units (OUs) to be completed by 1999. A plan and
timetable for the restructuring of the Board was approved in principle and the
target completion date for implementation was also 1999.
* 1998-1999 Invested
energy in the restructuring implementation declined as the Board struggled with
new and pressing issues.
*
2000 - by mid-year 2000, President
Eisenstein established the first version of the PBRC. The mandate was to
revisit the governance roles of the Board, Executive Committee and the rules by
which they operate. A progress report was filed in December.
* 2001 - the PBRC
charter was continued by President Snyder and an
Interim Report was requested for the Board's consideration at the
11 March meeting. That report was filed and the Directors were invited to
comment on the recommendations. President Snyder reconstituted the PBRC for the
balance of 2001 with a charter to develop final recommendations. A progress report of PBRC's work was
presented to the Organizational Units (OUs) at their series of meetings June
21-23 in New Brunswick NJ. That report reviewed the recommendations that would
go to the Board in July seeking approval of certain principles to guide PBRC in
the development of their final report.
At its 14 July 2001 meeting in Beijing, three principles were
adopted by the IEEE Board of Directors to provide guidance and future direction
for the Presidents Blue Ribbon Committee on Board and Governance in its
development of a proposal for reorganization of the IEEE Board of Directors
that is to be presented at the November meeting of the IEEE Board in Mexico
City, Mexico. The adopted principles
are as follows:
*The IEEE Bylaws, Policies and Procedures must
be simplified and rewritten.
* The Board of Directors must delegate authority
and decision-making down to those major boards and committees in the best
position to take the appropriate action.
* The IEEE Board of Directors should be
comprised of IEEE members who collectively possess the competencies to make key
strategic, financial and policy decisions for the organization.
In addition, and in the spirit of the recommendation of delegation of authority, the PBRC recommended and the Board of Directors approved the transfer of some of its oversight responsibility for select committees to the appropriate organizational units and the dissolution of two standing committees. Specifically:
* Regional
Activities Board (RAB) now has oversight responsibility for the following
Committees:
1) Admission & Advancements
2) Life Members
3) Membership Development
4) Women in Engineering
5) Individual Benefits & Services
* Technical Activities Board
(TAB) now has oversight responsibility for the following Committee:
1) Meetings & Services
* The Awards Board now has
oversight of the following Committee:
1) Fellow Committee
The following Standing
Committees should be merged
1)
Ethics
Committee and Member Conduct Committee
The following Standing Committees should be dissolved:
1) Facilities
2) Corporate Communications Advisory Committee
Having received the guidance of the Board in July, PBRC turned its
attention to what additional recommendations it might make to achieve the
efficiency and effectiveness goals for the IEEE governance bodies. The areas
examined by the PBRC were as follows:
* The redesign of the structure of OUs and
Committees reporting to the Board including the integration of certain
functions of existing OUs into a new reporting structure and the further
reassignment of Standing Committees.
* The definition of the size and composition of the Board.
* The specification of the Directors terms of
office and mode of election.
* The development of an implementation schedule
for these changes.
* The identification of reporting guidelines for
Board committees.
We examined the PBRC Interim Report recommendations on
restructuring of the IEEE governance bodies in the light of comments provided
by the Directors. The Committee was
mindful of our charge to be creative in our thinking and not to be "hog
tied " by the existing structure. We were also fully aware of our
responsibility to preserve the international flavor of our organization and to
ensure that the great strength we have in our volunteer resources is preserved.
Obviously
there are a number of ways in which the IEEE could respond to the governance
structure challenges facing our organization. One option is even to do nothing.
Some of the Directors have expressed their personal view on what might be done
and it should come as no surprise that the recommendations are all over the
map. We had our work cut out for us.
The principle of downward delegation of authority very definitely
struck a positive note with many of the Directors. The Board has concurred with
this thinking, and has approved the principle of having "the buck
stop" further down in the organization for many of the decisions now taken
by it. Such action will unquestionably enhance the response time for decisions
and thereby improve the efficiency of IEEE operations overall.
In our recommendations, PBRC has tried to properly define what functions can be legally and sensibly delegated and for what functions should the Board retain oversight. It was our conclusion that there was room for a more streamlined reporting structure for the Board and the Committees reporting to it. Having taken some interim action at the July Board meeting, the question became "what else?"
Earlier work of the PBRC identified a restructuring plan that
addressed how the OU reporting structure could be revised to make for a more
efficient and effective organization. PBRC is concerned that the current
reporting structure encourages some duplication of effort that leads to
consequent delays in trying to achieve our goals. PBRC believes that
encouraging increased collaboration with greater integration at the OU level,
while ensuring the appropriate delegation of responsibility, will provide the
organization with a more timely and responsive process than what is currently
in place.
Please refer to Appendix I as you review the recommendations
below.
There shall be three (3) Organizational Units and eleven (11)
Standing Committees that report directly to the Board.
The
three Organizational Units would be:
1)
Member Support Board (MSB)
2)
Technical Support Board (TSB)
3)
Standards Association (SA)
The
eleven Standing Committees would be:
1)
Executive
2)
Finance
3)
Audit
4)
Nominations
5)
Professional Conduct (Ethics/Member Conduct)
6)
Credentials
7)
Tellers
8)
Strategic Planning
9)
Awards
10)
Corporate Advisory (Industry Relations)
11)
History
Explanation: The composition of the MSB would be the current
Regional Activities Board and its activities plus the activities of IEEE-USA,
some of the activities currently handled by the Educational Activities Board,
and responsibility for all assigned Standing Committees designated by the
Board.
The TSB composition would be that of the Technical Activities Board and
its associated activities, plus the activities of the Publications, Products,
and Services Board (P2SB), the balance of activities of the Educational
Activities Board, and responsibility for all assigned Standing Committees
designated by the Board.
PBRC has observed that activities associated with Educational Activities (EA) overlap with, yet could also integrate nicely with, the activities of both MSB and TSB. For example, work associated with pre-college education, careers, life-long learning, and corporate outreach is currently not only being addressed by EA, but also by IEEE-USA and the current RAB. Having these activities pursued in several IEEE organizations likely dilutes well-intended efforts. Integration would enable a synergy of the volunteers teams engaged in these activities, which ultimately would yield better results for IEEE and its members. PBRC believes that activities of this nature will integrate nicely into the proposed MSB. Relative to course development and accreditation activities, these are, by their nature, technical. Work for these activities often involve collaboration with other organizations and, in particular, IEEE technical societies. Currently, this requires inter-organizational communications that are difficult to navigate given the current structure of IEEE. Integrating these activities in the TSB would allow for improved collaboration between IEEE societies and those EA volunteers interested in the development of professional training materials and curriculum.
Regarding Publications Activities, PBRC has observed that a
sizeable majority of IEEE publications are technical in nature and, with the
exception of IEEE Spectrum, IEEE Potentials, and perhaps a couple of
others, most publications involve the publishing of intellectual property that
is derived from the activities of the technical societies. In support of driving down decision making,
as well as bringing IEEEs publishing activities closer to the work done by
IEEEs technical societies, PBRC recommends integrating the current P2SB function
into the proposed TSB.
PBRC feels that this consolidation of effort will help ensure that
IEEE activities are well coordinated.
However, it will still be critically important that both the MSB and the
TSB work hand-in-hand to maximize a cooperative relationship in the
implementation of all IEEE programs.
With regard to Standards activities, it has become clear in recent
years that the development of standards, while often based in technical
activities, is a unique process and a primary source for corporate outreach by
and public recognition for IEEE. Given
the visibility of our Standards program, PBRC recommends that the IEEE
Standards Association continue to operate as a major organizational unit of the
Institute.
Assignment of Standing Committees
As mentioned earlier in this document, the IEEE Board of Directors approved some reassignments of Standing Committees to Organizational Units at its July 2001 meeting in Beijing. However, a further review of the alignments of other Standing Committees was still required. PBRC has reviewed this issue, and makes the following recommendation.
Summary Recommendation #2
Standing Committees of the Board shall be assigned as follows:
To the Member Support Board:
1)
Standing Committees assigned to RAB in
July.(Admission & Advancement, Life Members , Membership Development, Women
in Engineering, Individual Benefits and Services)
2)
Insurance
To the Technical Support Board:
1)
Standing Committees assigned to TAB in July
(Meetings & Services)
2)
Chapter Support (New)
To the Executive Committee
1)
Employee Benefits
2)
Infrastructure Oversight Committee
To the Finance Committee
1)
Investment
Size and Composition of the Board of Directors and Executive Committee
Any
approved changes in the size and composition of the Board will need to commence
in 2003 and be implemented gradually over the next several years to be fully
operational by 2007. It will take that long to put in place the necessary
changes including amendments to the Constitution and Bylaws, as well as to
effect an appropriate transition of Directors and develop and implement a new
voting procedure. Given the things that would need to happen to effect change,
acceptance of this plan would need Board approval at its November 2001 meeting.
In its Interim Report, the PBRC had suggested that the IEEE Board size could be reduced by almost half and still be effective. In testing this assumption with an outside consultant, the following comment was received:
"Function is the key criteria. It (the Board) should be large
enough to bring the essential areas of knowledge into the boardroom. As a main
role for the Board is providing direction and coordination to the committees as
they focus on specific issues, it will be important for each of the standing
committees to be chaired by a member of the Board. To accommodate this, and
provide for TAB and RAB presence, a somewhat larger Board than the thirteen
proposed may be necessary."[1]
Comments from the Directors echoed similar concerns. Some Directors expressed concern that too small a Board with too much power entrusted in so few could generate a large communications gap between the Board and the member-elected leaders responsible for programs.
Taking into account the feedback from the Directors and our consultant, the PBRC revisited the recommendation originally set forth in the Interim Report. After further debate about the size of both the Board of Directors and the Executive Committee, PBRC offers a revised proposal that retains full recognition of the importance of our international scope of operations and the contribution of our volunteers. The revised proposal does not sacrifice the need for high levels of expertise/competencies on the part of the Directors to ensure IEEEs ability to address complex, strategic issues that the IEEE will face in the future.
Summary Recommendation #3
1. By no later than 2007,
the IEEE Board of Directors shall be reduced to twenty (20) voting members and
one (1) non-voting member for a total of twenty-one (21) franchised members who
will hold the following positions:
a)
President
b)
President-Elect
c)
Past President
d)
Secretary
e)
Treasurer
f)
VP, Member Support Board
g)
VP, Technical Support Board
h)
VP, Standards Association
i)
Directors-at-large (12)
j)
Executive Director (non-voting, ex officio)
Explanation:
The Nominations Committee (NC) would be charged with soliciting
candidates for each open Board position using the current guidelines with
respect to the minimum number of candidates to be recommended and the provision
for petition candidates to come forward. In addition, without tying the hands
of the NC, the nominations for each elected position open in any one-year
should be requested from each of the OUs reporting to the IEEE Board. The NC,
in making its final recommendations for candidates for the IEEE Board, shall
take into account the desired collective competency of the Board so that it is
well equipped for the challenging situations facing the IEEE.
2. The Executive Committee
shall consist of eight (8) voting members and one non-voting member for a total
of nine (9) franchised members as noted below:
a)
President
b)
President-Elect
c)
Past President
d)
Secretary
e)
Treasurer
f)
VP, Member Support Board
g)
VP, Technical Support Board
h)
VP, Standards Association
i)
Executive Director (non-voting, ex officio)
Terms of Office for Directors
PBRC investigated the trend on terms of office utilized by other
organizations and was struck by this comment that arose out of the research[2]:
" We are finding that many organizations are establishing a Board
term of three years, with eligibility for two consecutive terms. The rationale
is that this provides an adequate time for "learning the ropes" and a
turnover within the Board that is manageable. It fosters continuing vitality
because of the on-going need for Board development, and discourages the
in-group/outsider syndrome."[3]
While there are merits to the above recommendations, PBRC recommendations at this time are limited to a somewhat modified alternative as outlined below.
Summary Recommendation #4
The terms of office for Directors shall be:
The President, President-Elect, and Past
President: one year (reflecting no change from current practice)
The Directors-at-Large (12): three-year
staggered terms with four directors retiring each year
The VPs (3), Secretary, and Treasurer: two
years
The Executive Director shall hold his/her
position during his/her term of employment
Explanation:
The current IEEE Board of Directors retires half of its Directors
each year making it difficult to maintain continuity from year to year. The proposed plan slows change in Directors
that should help preserve the Boards knowledge base year to year, thereby
improving Board effectiveness.
Method of Election for Directors
PBRC researched legally appropriate methods of election of Directors. After considering various options, the PBRC recommendation is below.
Summary Recommendation #5
The following election procedures for Directors shall be:
The President-Elect : elected by the total IEEE membership. The elected individual will serve the
following year as President-Elect, the year after as President, and the year
following that as Past President (reflecting no change to the current process)
Directors-at-Large (12): elected by the total IEEE membership
VPs (3): elected by the IEEE Assembly OR the total IEEE membership at the choice of each
Organizational Unit
The Secretary and the Treasurer: elected by the Assembly
The Executive Director shall be appointed by the
Board of Directors
Note:
In the spirit of providing
choice, PBRC ultimately recommended that the decision of how an Organizational
Units VP is elected should be the choice of the specific OU so long as the
method of election is deemed legally allowable under New York State
Not-for-Profit Corporation Law.
Implementation Plan
Proposed
Implementation Schedule
PBRC has recognized that a number of volunteers have already won elections or are nominated to stand election for positions that will, initially, be Director-elects. Given that the membership has or will have knowingly voted for these Director-elects as future voting members of the Board of Directors, ensuring these elected officers serve their full terms is paramount to meeting the expectations of both those elected and the membership. Given this premise, and assuming that the recommended plan in this document is approved by the IEEE Board of Directors, the PBRC offers the following time line of events leading to the implementation of this new governance model:
Feb
2002 Draft Constitutional amendments and submit to
Board of Directors for approval; MSB (current RAB), TSB (current TAB), and SA
each determine whether election of corresponding VPs will be by the general
membership or the IEEE Assembly
Sep
2002 Mail IEEE election
ballots including Constitutional amendments to membership; also may include
ballots for VPs who are to be elected by entire membership
Feb 2003 Submit
necessary Bylaw changes to the Board of Directors for approval, as well as new
procedures and guidelines for the Nominations Committee
Sep 2004-06 Ballots are
sent each year to membership including nominees to serve in the capacity of
Directors-at-Large
Jan 2007 Full implementation of the plan is complete
Full implementation of the
plan (all 12 Directors-at-large in place and on cycle) will be completed by 1
January 2007, with a transition plan for Directors beginning with the 2004
ballot. During the period from
2004-2006, Region and Division Directors will complete their terms and cycle
off the Board without replacement. In
2004, the membership will elect the twelve new Directors-at-Large. In order to establish the staggered terms
for these directors, four (4) will be elected for a one-year term, four (4) for
a two-year term, and four (4) for a three-year term. As the term of each
initial group of Directors-at-Large expires, four new Directors-at-Large will
be elected with three-year terms until the cycle is fully completed in 2007. A
table outlining the transition is included as Appendix II.
The 2002 election would have the following on
the ballot:
1) IEEE
President-Elect
2) Vice President, MSB if MSB decides not to use the Assembly process
3) Vice
President, TSB if TSB decides not to use the Assembly process
4) Vice
President, IEEE-SA if IEEE-SA decides not to use the Assembly process
5) President-Elect,
IEEE-USA
6) Division
II Director
7) Division
III Director-Elect
8) Division
V Director-Elect
9) Division
VI Director
10) Division
IX Director-Elect
11) Division
X Director
12) Region
2 Director-Elect
13) Region
4 Director-Elect
14) Region
6 Director-Elect
15) Region
10 Director-Elect
The 2003 election would have the following on
the ballot:
1) IEEE President-Elect
The 2004 election would have the following on
the ballot:
1. IEEE
President-Elect
2. Vice President MSB if MSB decides not to use the Assembly process
3. Vice President TSB if TSB decides not to use the Assembly
process
4. Vice President IEEE-SA if IEEE-SA decides not to use the
Assembly process
5. Twelve
(12) Directors-at-
Large
The 2005 election would have the following on
the ballot:
1) IEEE
President-Elect
2) Four
(4) Directors-at-Large, each being elected for a three year term commencing the
year following their election (to replace the outgoing Directors-at-Large who
had one-year terms)
The 2006 election would have the following on the
ballot:
1) IEEE
President-Elect
2) Four
(4) Directors-at-Large, each being elected for a three year term commencing the
year following their election (to replace the outgoing Directors-at-Large who
had two-year terms)
3) Vice President
MSB if MSB decides not to use the Assembly process
4) Vice President TSB if TSB decides not to use the Assembly
process
5) Vice
President IEEE-SA if IEEE-SA decides not to use the Assembly process
The 2007 election would have the following on
the ballot:
1) IEEE President-Elect
2) Four (4) Directors-at-Large, each being elected for a three
year term commencing the year following their election (to replace the outgoing
Directors-at-Large who had three-year terms)
Board Committee Guidelines
PBRC
benchmarked other professional associations to determine how they used
"committees of the Board" in facilitating the work of their Boards.
The research indicated that it was important that such committees had clear
expectations, and that the guidelines set forth for their operation are easy to
follow. The following is to be considered for adoption.
Summary
Recommendation #6
The following guidelines for Committees reporting to the Board shall put in place as soon as possible, but no later than 2004:
* Each Committee should be chaired by a member of the Board
* Committees, with the exception of the Executive Committee, may
include non-board members when their expertise would be beneficial
* It should be emphasized that participation on committees
provides an opportunity to develop future IEEE leaders
* Committees should meet at least once between Board meetings.
However, the committees are functional units, and meetings are intended as work
sessions, to be scheduled as needed rather than on a routine basis
* Each committee has a designated staff member as the designated
liaison. It is the responsibility of
the staff member to provide committee members with the necessary background
information in a cogent format that is conducive to analysis and decision-
making
* Each committee will have a specific scope of responsibility, and
a schedule for deliverables. Committees are charged with analyzing issues in
depth and making recommendations to the Board.
They do not "take over" the Board's ultimate decision making
responsibility except in matters so delegated.
* The President and Executive Director are ex-officio members of
all committees.
Concluding Comments
It is extremely important to note that recommendations made in this report must be in compliance with New York Not-for-Profit Corporation Law. We have had periodic consultations with legal counsel and we are reasonably confident that such is the case.
As noted, some of the recommendations will require Constitutional amendments that need the approval by ballot of the IEEE members. If the Constitution is revised, amendments and changes to the IEEE Bylaws and the Policy and Procedures manual will be required. These will need Board approval. The timing of these actions is presented in the Implementation Plan.
PBRC encourages careful review and consideration of this proposal.
Appendix IITransition to
Proposed Board Completed in 2007
|
Election
Year |
2002 |
2003 |
2004 |
2005 |
2006 |
2007 |
|
President |
|
|
|
|
|
|
|
President-Elect |
|
|
|
|
|
|
|
Past President |
|
|
|
|
|
|
|
VP TSB |
|
|
|
|
|
|
|
VP P2SB |
|
|
|
|
|
|
|
VP MSB |
|
|
|
|
|
|
|
VP EAB |
|
|
|
|
|
|
|
VP SA |
|
|
|
|
|
|
|
IEEE-USA President |
|
|
|
|
|
|
|
Secretary |
|
|
|
|
|
|
|
Treasurer |
|
|
|
|
|
|
|
Division I Director |
|
|
|
|
|
|
|
Division II Director |
|
|
|
|
|
|
|
Division III Director |
|
|
|
|
|
|
|
Division IV Director |
|
|
|
|
|
|
|
Division V Director |
|
|
|
|
|
|
|
Division VI Director |
|
|
|
|
|
|
|
Division VII Director |
|
|
|
|
|
|
|
Division VIII Director |
|
|
|
|
|
|
|
Division IX Director |
|
|
|
|
|
|
|
Division X Director |
|
|
|
|
|
|
|
Region 1 Director |
|
|
|
|
|
|
|
Region 2 Director |
|
|
|
|
|
|
|
Region 3 Director |
|
|
|
|
|
|
|
Region 4 Director |
|
|
|
|
|
|
|
Region 5 Director |
|
|
|
|
|
|
|
Region 6 Director |
|
|
|
|
|
|
|
Region 7 Director |
|
|
|
|
|
|
|
Region 8 Director |
|
|
|
|
|
|
|
Region 9 Director |
|
|
|
|
|
|
|
Region 10 Director |
|
|
|
|
|
|
|
Directors at
Large |
0 |
0 |
0 |
12 |
12 |
12 |
|
TOTAL VOTING
MEMBERS OF BoD |
31 |
29 |
27 |
32 |
24 |
20 |
|
|
Member of IEEE Board of Directors |
NOTES:
2004 Ballot will include nominees for twelve (12)
Directors-at-Large, each of whom shall be elected by the entire membership for
terms beginning in 2005. Four (4) of the Directors-at-Large shall be elected
for a one-year term, four (4) for a two-year term, and four (4) for a three-year. Full implementation is accomplished in 2007.