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Re: [802SEC] 802 Chair Interpretation of WG P&P 7.2 Voting Between Meetings


Even though it is much better than I-300.4(4), it seems to me that I-300.4(5) has problems if rigorously enforced.  The text underlying my concern is:

"If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can be reasonably determined that the transmission was authorized by the board or committee member. The action and written confirmations shall be filed with the minutes of the proceedings of the board or committee."

1.  I can put my name in the confirmation email, though names are public information and anyone can type my name into an email.  

2.  Mapping that name to an email address might help in determining if the transmission was authorized, but email addresses can be spoofed.  Requiring those conducting the ballot to analyze the entire path to see if it looks right is an unacceptably onerous task.

3.  When a participant has to use gmail or other mail source (e.g., to avoid confidentiality notices employer places on the email), such email address may not necessarily be easily correlated to the member name.  

4.  But another problem comes with the requirement to include the written confirmation in the minutes.  To me that requires including the email, not just the vote in minutes (an onerous task).  Doing so though would expose the email address, and isn’t that personally identifiable information we are supposed to protect?  

I don’t know if all groups post tallies by name like the EC does, but why wouldn’t that be sufficient to allow the member to check their consent, or lack thereof, and protest if it was not “authorized” by them. It also allows the member to verify it was recorded correctly, and allows any member to verify the tally if they so desire.

Do you think ProCom would support simply recording the tally by member name in the minutes as being adequate fulfillment of including the “written confirmation” in the minutes?  (This seems to meet all of the objectives of the Bylaws policy as well as protecting PII required by other policies.)  If we can’t get such an interpretation, then the Bylaws text for SA simply isn’t practical because of the minutes requirement.


On Apr 15, 2019, at 10:58 AM, Yvette Ho Sang <y.hosang@IEEE.ORG> wrote:


The reference is incorrect. It will be updated when the baselines are revised. The reference should be to  IEEE Bylaw I-300.4(5). You'll need to look at the interpretation in light of this reference change.



Yvette  Ho Sang, MBA, ARM
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IEEE Standards Association
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On Mon, Apr 15, 2019 at 1:27 PM Paul Nikolich <> wrote:
Dear EC,

During discussions with Geoff and Apurva it has become apparent there is a need to interpret WG P&P 7.2 Voting Between Meetings.  The current text is as follows:

7.2 Voting Between Meetings
At the discretion of the Chair, the Working Group shall be allowed to conduct votes between
meetings by the use of a letter or electronic ballot. If such actions are to be taken, they shall
follow the rules of IEEE Bylaw I-300.4(4)*.

I interpret the above to mean the following:
A WG member may request the WG Chair to make a motion via email between meetings.  If the WG Chair recognizes the request and obtains a mover and seconder for the motion, the WG Chair (or his designee) may conduct an electronic ballot which shall pass upon unanimous consent of the WG voting members.

James, we should put this interpretation into the 802 Chair's Guidelines and add it to the queue for consideration of WG P&P changes.



*I-300.44) Unless otherwise restricted by statute, the Certificate of Incorporation of the corporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee or board reporting directly to the Board of Directors may be taken without a meeting if a unanimous consent, which sets forth the action, is signed, or acknowledged via e-mail by all members of the board or committee, as the case may be. If written, the consent must be executed by such party through signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including, but not limited to, facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can be reasonably determined that the transmission was authorized by the director. The action and written confirmations shall be filed with the minutes of the proceedings of the board or committee.

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