[802SEC] IEEE 802 Treasurer
As some of you know, I left the Monday morning EC meeting at the
November Plenary just before the agenda items on 802.20 officer
confirmation because of indemnification concerns. Three other members
of the EC also left the meeting at the same time and for the same stated reason.
My concern about indemnification was triggered by the email from Judy
Gorman on November 6, 2003 to Paul Nikolich in response to his question
about IEEE indemnification policy. I found that the IEEE
indemnification policy, as described in that email, so conditional that
I quickly concluded that I could not count on IEEE indemnification.
Lacking any other confirmed source indemnification, I had no choice but
to leave the meeting.
I have subsequently reviewed the sections in the IEEE Bylaws on
indemnification, I-300(3) "Indemnification". I find even this
statement, which according to counsel is the legally binding statement,
still too conditional to believe that I could count on IEEE
indemnification. The bylaws impose the following limitation.
"(i) that such service is found by the Board of Directors to have been
duly authorized and is not found by the Board of Directors to have been
taken in bad faith or in a manner inconsistent with the purposes or
objectives of IEEE as expressed in Bylaws, IEEE Policies, or resolutions
duly adopted by the Board of Directors or Executive Committee or in
policies and procedures duly adopted by an IEEE organizational unit
which are applicable to the activity at issue,"
I consider it rather unlikely that I could reasonably know the contents
of all of the referenced documents and be assured that I would interpret
them in the same manner as the Board of Directors (BoD), and therefore I
think it quite likely that the BoD could decide after the fact to not
Given my perceived lack of indemnification from the IEEE and no
confirmed indemnification from another source, I am not willing to risk
my family's financial security to volunteer and serve as 802 Treasurer
beyond March 2004, the end of my current term of office.