1. IEEE in 2030: Optimizing for Full Impact Karen Bartleson 2016 Chair, IEEEin2030 Ad Hoc Committee 2016 IEEE President-elect 24 May 2016 IEEE Board Meeting Teleconference

2. Today Today we will share updates made to the proposal based on:
Board feedback and feedback from others
Grant Thornton risk assessment and best practices review
Direction from IEEE Legal Counsel
This is a work in progress
Your input and feedback on these updates is crucial

3. Agenda 2016 Timeline Value proposition: Why change? What has changed?
Updates to the Proposal
IEEE Shared Governance Structure
Next Steps
Q&A

4. 2016 Timeline

5. 2016 Timeline
January
Session held with Board (over 100 comments were captured for consideration by Ad Hoc)
February
Update to the Board (additional feedback captured)
IEEEin2030 Ad Hoc Meeting
March
Engaged Grant Thornton for a risk assessment and best practices review of the proposal
Worked with IEEE Legal Counsel on delegation of authority
April
Enterprise Board Ad Hoc Meeting
IEEEin2030 Ad Hoc Meeting (Chair of TAB in 2030 participated)
April-May
IEEE.tv Live Q&A sessions
29 April led by Karen Bartleson (Parviz Famouri, Kathy Land, Lawrence Wong)
11 May led by Howard Michel (Kathy Land, Norberto Lerendegui, Bill Moses)
Coming soon: 27 May led by Barry Shoop (Norberto Lerendegui, Bill Moses, Lawrence Wong)
Received broader feedback
TAB Q&A session with Presidents B. Shoop, H. Michel, K. Bartleson and committee members (13 February)
TAB in 2030 Ad Hoc Committee & Webinars with committee members Bill Moses & Kathy Land (13 April, 11 May)
Presidents presenting at Region meetings
Via

6. Why change?

7. Value Proposition
“Create a nimble, flexible, forward-looking organization”, increasing the voice of the member
Nimble: quick and light in movement, agile
IEEE will be quick in decision-making and agile in implementing actions
The Board will monitor strategic and operational alignment, but not be consumed with operational details
Flexible: highly capable of modification or adaptation
IEEE will be capable of growth without stressing constraints
The Enterprise Board will provide an empowered venue for the elected Officers of the Major Boards and the Management Council to identify, implement, and solve operating challenges in a collaborative and timely manner
Forward-looking: planning for possible future events
IEEE will efficiently anticipate future needs, challenges, threats, and opportunities
The Board will stay focused on external threats and opportunities and strategic responses, while hearing the perspectives of the Organizational Units and members
Voice of the Member
Is increased since members will have the opportunity to vote for all Directors of the Board
OU representation will be provided on the Enterprise Board, where the elected Officers are able to represent their constituencies

8. Why Change
Being a Director/Delegate requires too much time (simultaneous responsibilities to several bodies)
Proposed future state:
Responsibilities divided among 3 bodies
Fewer responsibilities for individual members
Conflict of interest
Directors vote for the good of the IEEE
Delegates and VPs represent / advocate for their OU
Cannot increase number of Regions without increasing number of BoD members
Assembly and BoD membership separated
BoD spends most of its time on operations
BoD concentrates on strategy, EB manages operations
BoD Composition Could Be Improved
Would become 100% member-elected, with focus on skills/competencies/diversities rather than OU representation

9. Updates to the Proposal

10. Treasurer & Secretary
Added the Treasurer and the Secretary to the BoD. They will also serve on the Enterprise Board.
Why?
Their stewardship and fiduciary duties make their participation on the Board of Directors vital
Their participation on both the BoD and the EB increases coordination and communication between these bodies
These positions were added as two additional positions to the Board of Directors
Expanded terms of Treasurer and Secretary to 3 years
For continuity in managing fiduciary and stewardship duties
All members of Board of Directors have terms of 3 years

11. Finance Committees
Combined the Finance Committee (previously reporting to the EB) and Investment Committee. The Finance and Investment Committee will report directly to the Board of Directors.
Why?
The Finance Committee's duties to oversee long-term financial sustainability are critical fiduciary duties of the Board of Directors.
Maintained the budget duties of the Finance Committee reporting directly to the Enterprise Board through a newly formed Budget and Financial Affairs Committee.
There is the need for a Budget and Financial Affairs Committee that reports to the Enterprise Board and addresses operating budget matters that are raised by the Chief Financial Officer, the Vice Presidents, the Treasurer, and the Management Council.
The Budget and Financial Affairs Committee that reports to the Enterprise Board will assist the Enterprise Board in understanding the operational nature of budgets and Organizational Units’ concerns regarding financial policies and budget implications.

12. Governance Committees
Moved the Governance Committee to report directly to the Board of Directors; maintained the responsibility to monitor and approve changes to the governing documents of the Organizational Units with the Enterprise Board. Also, formed a governance committee* to report to the Enterprise Board. The Secretary will participate on the new governance committee, that reports to the Enterprise Board, but will not Chair that committee.
Why?
The Governance Committee’s responsibilities for governance effectiveness and efficiency; review of any proposed amendments to the Constitution, Bylaws, Policies, and procedures of the Board of Directors, the Assembly, and the Enterprise Board; new Board of Directors’ member orientation; and providing guidance on organizational structure.
A committee at the Enterprise Board level is required to work on governing documents of the Organizational Units.
*Committee name to be determined

13. EMCC & Tellers Committee
EMCC will now report to the Board of Directors (vs. the Assembly).
Why?
The responsibilities concerning ethics violations and conflicts of interest issues are fiduciary duties of the Board of Directors and should be the charge of a committee reporting to the Board of Directors. This also supports privacy and confidentiality issues.
Tellers Committee will now report to the Assembly (vs. the Board of Directors).
The Tellers Committee has responsibility for supervising the processing of ballots and petitions, as well as reporting the resulting counts. These are constituency related operations that should be executed by the Assembly.

14. GPPC & History Committee
Global Public Policy Committee will report to the Enterprise Board (vs. the Board of Directors).
Why?
The Global Public Policy Committee has programmatic responsibility to provide advice on matters related to public policy and to coordinate public policy activities across IEEE, which are operational activities.
The History Committee will now report to the Assembly (vs. the Enterprise Board).
Focuses on constituency and member interests.

15. IEEE Shared Governance Structure

16. With Feedback: the proposal has evolved over time
June 2015
October 2015
March 2016

17. Proposed Structure (prior version – as of March 2016)
IEEE Enterprise Board (Business operations focus)
Overlap of members
IEEE BoD (Strategy focus)
3 P’s PP
IEEE Assembly (Constituency focus)
Audit
Awards Board
EAB
Finance
Election Oversight
Ethics and Member Conduct
MGA
Governance
Employee Benefits and Compensation
Fellows
PSPB
History
Global Public Policy
IEEE Nominations and Appointments
IEEE-SA
Humanitarian Activities
Investment
Elects VP-MGA, VP-EAB, VP-PSPB, Secretary, Treasurer
TAB
New Initiatives
Tellers
IEEE-USA
Public Visibility

18. Proposed Structure IEEE Enterprise Board (Business operations focus)
Overlap of members
IEEE Board of Directors
[focus on stewardship, fiduciary duty, and strategy]
15 members (changed from 31): PE, P, PP, Secretary, Treasurer, 9 at-large, and ED as non-voting
IEEE Assembly
[focus on constituency – ensure voice of membership is heard and provides checks and balances]
23 members: PE, P, PP, 10 regional and 10 divisional delegates
IEEE Enterprise Board
[focus on business operations: provide representation of the Organizational Units]
22 members: PP, Secretary, Treasurer, ED, VP's or P's of 6 Major Boards, and 12-member Management Council as non-voting
IEEE BoD (Strategy focus)
3 P’s PP
IEEE Assembly (Constituency focus)
New “look”
Redrew OUs to underscore their importance to the entire governance structure
(OUs do not report to the Enterprise Board)
Shifted
fiduciary committee
from Assembly to BoD
Moved constituency focused committees to Assembly
Shifted operational committee from BoD to EB
Split finance activities between
BoD and EB
Split governance activities between
BoD and EB
Enhanced overlap between governing bodies (Secretary & Treasurer)
Audit
Awards Board EA
Board Chair (President) on Enterprise Board
Finance
Budget & Financial Affairs
Audit
Awards Board
EAB
Finance
Election Oversight
Finance & Investment
Ethics and Member Conduct
MGA
Board Chair (VP) on Enterprise Board
Governance
governance committee
(name tbd)
Election Oversight
Ethics and Member Conduct
MGA
Governance
Employee Benefits and Compensation
Fellow
Pubs
Board Chair (VP) on Enterprise Board
History
Employee Benefits and Compensation
Fellows
PSPB
History
Global Public Policy
Governance
IEEE Nominations and Appointments
IEEE-SA
Board Chair (President) on Enterprise Board
Humanitarian Activities
Global Public Policy
IEEE Nominations and Appointments
IEEE-SA
Humanitarian Activities
Investment TA
Board Chair (VP) on Enterprise Board
New Initiatives
Organizational Units
Investment
Elects VP-MGA, VP-EAB, VP-PSPB, Secretary, Treasurer
New Initiatives
TAB
Tellers
IEEE-USA
Board Chair (President) on Enterprise Board
Public Visibility
Tellers
IEEE-USA
Public Visibility

19. IEEE Board of Directors
Proposed Structure
IEEE Shared Governance Structure
IEEE Board of Directors
[focus on stewardship, fiduciary duty, and strategy]
15 members (changed from 31): PE, P, PP, Secretary, Treasurer, 9 at-large, and ED as non-voting
Audit
Finance & Investment
Election Oversight
Employee Benefits and Compensation
Ethics and Member Conduct
Governance
IEEE Assembly
[focus on constituency – ensure voice of membership is heard and provides checks and balances]
23 members: PE, P, PP, 10 regional and 10 divisional delegates
Awards Board
Fellow
Tellers
IEEE Nominations and Appointments
History
IEEE Enterprise Board
[focus on business operations: provide representation of the Organizational Units]
22 members: PP, Secretary, Treasurer, ED, VP's or P's of 6 Major Boards, and 12-member Management Council as non-voting
Global Public Policy
Budget & Financial Affairs
Humanitarian Activities
New Initiatives
governance committee
(name tbd)
Public Visibility
Introduced concept of “Shared Governance Structure”
{cleaned up committee layout}
Operational Alignment
Operational Alignment
Member Voice
Member Voice
Strategic Alignment
Strategic Alignment
Strategic Initiatives; Scope of Work; Fiduciary Duties
Member Satisfaction and Value
Effectiveness of
Programs and
Initiatives
Strategic Initiatives;
Efficiency;
Collaboration
Strategic Alignment
Operational Alignment
Reinforced connections between governing bodies/functions
Organizational Units
Note:
IEEE Assembly elects the Vice President of EAB, Vice-President-elect of MGA, & Vice President of Publications.
Membership elects the members of the Assembly, 9 Directors-at-Large for the Board of Directors, the President-elect of IEEE, Presidents of IEEE-SA and IEEE-USA, the VP-elect of TAB, the Secretary, and the Treasurer. TA
Board Chair (VP) on Enterprise Board
IEEE-SA
Board Chair (President) on Enterprise Board
Pubs
MGA
IEEE-USA EA
OU Leadership Responsibility
OU Leadership Responsibility
OU Leadership Responsibility
OU Leadership Responsibility
OU Leadership Responsibility
OU Leadership Responsibility

20. IEEE Board of Directors
Proposed Structure
IEEE Shared Governance Structure
Operational Alignment
Operational Alignment
Member Voice
Member Voice
Strategic Alignment
Strategic Alignment
IEEE Board of Directors
[focus on stewardship, fiduciary duty, and strategy]
15 members (changed from 31): PE, P, PP, Secretary, Treasurer, 9 at-large, and ED as non-voting
Audit
Finance & Investment
Election Oversight
Employee Benefits and Compensation
Ethics and Member Conduct
Governance
IEEE Assembly
[focus on constituency – ensure voice of membership is heard and provides checks and balances]
23 members: PE, P, PP, 10 regional and 10 divisional delegates
Awards Board
Fellow
Tellers
IEEE Nominations and Appointments
History
IEEE Enterprise Board
[focus on business operations: provide representation of the Organizational Units]
22 members: PP, Secretary, Treasurer, ED, VP's or P's of 6 Major Boards, and 12-member Management Council as non-voting
Global Public Policy
Budget & Financial Affairs
Humanitarian Activities
New Initiatives
governance committee
(name tbd)
Public Visibility
Strategic Initiatives; Scope of Work; Fiduciary Duties
Member Satisfaction and Value
Effectiveness of
Programs and
Initiatives
Strategic Initiatives;
Efficiency;
Collaboration
Strategic Alignment
Operational Alignment
Organizational Units
Note:
IEEE Assembly elects the Vice President of EAB, Vice-President-elect of MGA, & Vice President of Publications.
Membership elects the members of the Assembly, 9 Directors-at-Large for the Board of Directors, the President-elect of IEEE, Presidents of IEEE-SA and IEEE-USA, the VP-elect of TAB, the Secretary, and the Treasurer. TA
Board Chair (VP) on Enterprise Board
IEEE-SA
Board Chair (President) on Enterprise Board
Pubs
MGA
IEEE-USA EA
OU Leadership Responsibility
OU Leadership Responsibility
OU Leadership Responsibility
OU Leadership Responsibility
OU Leadership Responsibility
OU Leadership Responsibility

21. Efficiency and Effectiveness
The major boards have a great deal of autonomy in the proposed structure
While the BoD and the major boards are not driving each other, they are accountable and responsible to one other
Cultural shift from hierarchical view to a collective view; an ecosystem; a “shared governance structure”
Strategy will not be handled in a one-direction approach
The Board of Directors and major boards will have two-way communication regarding strategy
There will also be an opportunity to collaborate across the Organizational Units that is currently not available at the Board of Directors level today
Tools/templates will be used to communicate between the bodies (e.g., dashboards, metrics, and reports)
Anticipate that the new structure will require fewer ad-hoc committees as the major boards will be working together at the Enterprise Board level
The positions of Secretary and Treasurer, as members of the Board of Directors, serve as two additional opportunities for the members of the major boards to sit on the Board of Directors
Increased power of the Assembly provides for focus on member voice

22. Next Steps

23. Next steps
May
IEEEin2030 Ad Hoc will fine tune the proposal in consultation with Grant Thornton and Legal & Compliance
Mid-June
Enterprise Board Ad Hoc meeting 8 June
Enterprise Board PILOT on 14 June
Late June
Present refined proposed optimized Board structure to the Board
If endorsed, the Governance Committee will work on the changes to the Bylaws that would support the new structure and these would be brought to the Board in November
Early August
IEEEin2030 Ad Hoc Committee meeting
Late August
Update to the Board (Singapore)
November
If structure presented in June was endorsed, two sets of Bylaws presented to the Board (baseline and updates required for new structure)

24. Questions & Feedback