Re: [802SEC] EC meeting via teleconference--tentatively Friday 2-4pm et 20 Oct 2006
Pat,
I agree we need to be squeeky clean here. I think we are, but I'll request
the SA attorney respond to your questions.
My interpretation is that recused members are not included in the basis for
establishment of quorum and that the by-law refered to for teleconference
meetings are the IEEE by-laws, not the SA or 802 P&P.
Regards,
--Paul
----- Original Message -----
From: "Pat Thaler" <pthaler@BROADCOM.COM>
To: <STDS-802-SEC@listserv.ieee.org>
Sent: Friday, October 13, 2006 3:25 PM
Subject: 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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