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Re: [802SEC] RE: [802SEC] EC meeting via teleconference--tentatively Friday 2-4pm et 20 Oct 2006



Paul, et al,

I share Pat's concerns.

Carl
 

> -----Original Message-----
> From: owner-stds-802-sec@ieee.org 
> [mailto:owner-stds-802-sec@ieee.org] On Behalf Of Pat Thaler
> Sent: Monday, October 16, 2006 2:39 PM
> To: Paul Nikolich; STDS-802-SEC@listserv.ieee.org
> Cc: Lindsay.Michael@dorsey.com
> Subject: [802SEC] 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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> >
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