Re: [802SEC] EC meeting via teleconference--tentatively Friday 2-4pm et 20 Oct 2006
Paul,
My initial (intuitive) interpretation on recused members and quorum was
the same as yours - it seemed logical. However, the last opinion I got
from an IEEE attorney was the opposite. Somewhat skeptical, I did a
little research and found, to my surprise, that the more common practice
was what the attorney said - recusal didn't take a person out of the
base for a quorum count.
There is something else that I'm uncomfortable with in the process
outlined in the 802 EC Conflict of interest document that you
circulated. As I read it, on Friday you will be informing some of us
that the Chair and legal counsel consider us as having a potential
conflict of interest and the basis for that determination. Those so
informed are then expected to make a response at that meeting on whether
they would like to be recused (and if not presumably will need to state
why they don't think they have a conflict of interest). Based on that
instantaneous response, the remaining members will then vote on each
potentially conflicted member.
I think that members are entitled to have some time (on the order of
days) between being told the rationale for considering them potentially
conflicted before they have to decide on their response to those
reasons. Given the nature of the decision, they may need some time to
evaluate the potential conflict or they may wish to seek the advice of
their own legal counsel.
I'm also not very comfortable with the procedural correctness of
unilaterally declaring some members as having a conflict of interest
(step 1 of the process you outlined) without any appeal or discussion
with the affected member.
Regards,
Pat
-----Original Message-----
From: Paul Nikolich [mailto:paul.nikolich@att.net]
Sent: Saturday, October 14, 2006 1:12 PM
To: Pat Thaler; STDS-802-SEC@listserv.ieee.org
Cc: Lindsay.Michael@dorsey.com
Subject: 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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