1. UPDATE ON GOVERNANCE ITEMS Jayne F. Cerone, CAE Staff Director – Governance, Communications and Volunteer Relations, IEEE Technical Activities 19 May 2011

2. Issues Compliance with MUST HAVE regarding staffing TAB Operations Manual-28 Day Notification Period (motion) TAB Committee Member Term Limits (discussion) Process for S/C Governing Document Changes (discussion) Items submitted to IEEE Governance Committee Items on consent for the June meeting series 10/20/20152

3. Status of Compliance with MUST HAVE for Societies with an Administrative or Executive Office 10 Societies with an Executive Office (begun in 2010) TMC motion in January 2011 est. deadline of June 2011 TAB meeting 5 Societies with an Administrative Office (postponed to 2011 because of scope and definition issues) 10/20/20153

4. Summary of project Review all 15 Society’s Constitution and Bylaws Identify language that not compliant Reporting structure Hiring practices Management of staff Staff job descriptions Recommended that all Societies with Executive/Administrative Offices have the same text in their governing documents 10/20/20154

5. Background on staff-related “Must Have” Clauses Some Society Governance Documents – were judged to be inconsistent with IEEE Governing Documents. –appeared to be defining IEEE Staff processes Hierarchy of governing documents requires that Society governing documents be consistent with the IEEE governance documents. HR legal risks exist if there are differing staff practices for certain IEEE Staff, e.g. employee assets, discrimination, bullying, performance review, etc. Personal and Corporate risks were identified when volunteers act as managers of staff 10/20/20155

6. Pertinent IEEE Governing Documents Bylaw: I-306. IEEE Executive Director and Other Staff shall be in charge of IEEE’s staff and operations Responsibilities of IEEE Executive Director. The IEEE Executive Director shall be the chief operating officer of the IEEE; shall be in charge of IEEE Headquarters, IEEE’s staff and operations; shall be responsible for all property and equipment owned and used by the IEEE, for which he/she shall be responsible to the Board of Directors; and shall perform such additional duties as specified by the Board of Directors. P&P: 9.4 Employment of Staff or Engagement of Independent Contractors to Support IEEE Organizational Units. No IEEE organizational unit shall hire staff or engage an independent contractor without prior authorization of the IEEE Executive Director or his or her designee. Procedures for the hiring of staff, or the engagement of independent contractors, shall be maintained by the IEEE Human Resources Department. Requests to hire staff shall be sent to the IEEE Staff Director for Human Resources. Requests to engage an independent contractor shall be sent to the Manager, IEEE Procurement 10/20/20156

7. Revised in November 2010 to include role of volunteers in Job descriptions Hiring/recruiting Goal Setting Performance Review If volunteers are uncomfortable with Staff processes, those concerns can be voiced to (escalated to) IEEE HR and the IEEE Executive Director. 10/20/20157 IEEE Staff Policies

8. Society Executive Office “Must Have” (1 of 3 slides) “Subject to compliance with all applicable IEEE Bylaws and Policies, the Society may create an Executive Office supported by IEEE staff. The Society’s Executive Office functions to coordinate and carry-out the day-to-day operations, policies and procedures concerning all aspects of the Society’s business. The Office also maintains corporate memory and provides ongoing and ad hoc management reports/documents. In addition, the Society’s Executive Office serves as one of the Society’s primary points of contact for both members and IEEE staff. 10/20/20158

9. Subject to compliance with all applicable IEEE Bylaws and Policies, the Society may determine the budget for the Executive Office. The staff is hired by the IEEE and all conditions of employment will be based upon IEEE Bylaws, staff policies and practices and all applicable laws and regulations. Office organization, job descriptions, IEEE staff policies and employment practices are available from the IEEE Human Resources Department. 10/20/20159 Society Executive Office “Must Have” (2 of 3 slides)

10. The Society Executive Director is the most senior position on the IEEE staff that supports the Society, and as such, he/she manages and develops, personally and through subordinate management staff, the paid IEEE staff members that support the Society’s operations and activities. The Society Executive Director supports the Society President, officers and volunteer leadership to achieve the Society goals. This Society Executive Director reports through the Managing Director, Technical Activities, to the IEEE Executive Director.” 10/20/201510 Society Executive Office “Must Have” (3 of 3 slides)

11. Status (as of 16 May 2011) 5 Societies completed (CAS, ComSoc, EMBS, Photonics, Solid-State Circuits) 1 Society changed to be compliant but no “MUST HAVE” language inserted; SP BoG now considering adding language 2 Societies in process and expect approval in process by June based on individual S/C revision process (CPMT, Computer) 1 Society changed Constitution (need membership vote completed October); working on Bylaws (need BoG approval) 1 Society is discussing at their June AdCom (ED) 10/20/201511

12. TAB OPERATIONS MANUAL NOTIFICATION PERIOD 10/20/201512

13. OTHER OU NOTIFICATION PERIODS IEEE Board of Directors: 20 days IEEE PSPB: 20 days IEEE EAB: 10 days IEEE MGA: 15 days 10/20/201513

14. TAB OPERATIONS MANUAL TAB Operations Manual 1.7 REVISIONS TO THE IEEE TECHNICAL ACTIVITIES BOARD (TAB) OPERATIONS MANUAL Proposed changes to the IEEE Technical Activities Board Operations Manual and the reasons therefore shall be distributed to all voting members of the Technical Activities Board at least four weeks 10 days before the stipulated TAB meeting at which the vote shall be taken. A simple majority of the votes cast at the meeting shall be required to approve any revisions to the TAB Operations Manual. Any amendment or repeal of the IEEE Technical Activities Board Operations Manual is subject to review by the IEEE Corporate Activities Operations Manual Review team, and final approval by the IEEE Technical Activities Board. Additionally, the Board of Directors has identified that changes related to specific responsibilities directed to the Major Organizational Units shall be reviewed and approved by the Board using the process in accordance with IEEE Bylaw I-300.4(5). 10/20/201514

15. TMC MOTION APPROVE REVISIONS TO TAB OPERATIONS MANUAL SECTION 1.7 – REVISIONS TO TAB OPERATIONS MANUAL PROs: more manageable workflow CONs: none Financial Implications: None Implementation Timeline: June 2011 10/20/201515

16. TERM LIMITS FOR TA COMMITTEE MEMBERS 10/20/201516

17. Discussion: Term limits for TA Committee members IEEE Bylaw I.304.5 – Term of Appointment Unless specified otherwise, the term of appointment for members, including the Chair and any other officers of the Boards and Standing Committees, shall be for the calendar year of appointment. However, acceptance of appointment will carry with it the understanding that a member would normally be reappointed annually to serve for no more than three consecutive years. IEEE Bylaw I.304.6 – Duration of Service Unless specified otherwise, the consecutive period of service of any member of any Board or Standing Committee listed in Bylaw I-305 shall not extend beyond three years, except that a Chair or Past Chair may serve one additional year. The limitations of tenure may be waived in individual cases for reasons deemed by the BoD to be in the best interests of IEEE. 10/20/201517

18. Discussion: Term limits for TA Committee members IEEE standard is 3, 1-year terms for committee appointments. TA has standard of 3, 1-year or 2, 2-year terms (total of 4 consecutive years) Exception for specific skill sets (finance) is 3, 2-year terms (total of 6 years) PRAC has limit of 9 years. What is appropriate limits, balancing experience and turn-over. 10/20/201518

19. PROCESS FOR S/C GOVERNING DOCUMENT CHANGES 10/20/201519

20. Discussion Current Section 4.2.A.2 states “All Societies must operate according to their Society Bylaws and Constitution. Any changes to these documents must be approved by the Vice President, Technical Activities and be forwarded to TAB for information.” Is there a need for clarification? 10/20/201520

21. LIST OF ITEMS SUBMITTED TO IEEE GOVERNANCE COMMITTEE 10/20/201521

22. LIST OF ITEMS SUBMITTED TO IEEE GOVERNANCE COMMITTEE (1) Revisions to IEEE Policy Section 16.3 – Dues – Membership Categories; Reduced; Waived - to simplify current business model by applying the same reduction of 50% for IEEE dues assessments, society dues and society periodicals fees for members who qualify for Minimum Income, Retired and Unemployed categories of membership. TAB endorsed in concept in February 2011. Will be included on June TAB Consent Agenda pending IEEE BoD Approval Revisions to TAB Operations Manual Section 8.3 – TAB Appointment Procedures, 8.3.A.b – TAB Approval of Candidates – to remove the requirement that a slate for VP-Elect, TA shall be shown to TAB in June (will be submitted to Governance after TMC meeting) Revisions to TAB Operations Manual Section 3.13 – IEEE Conferences Committee Charter - to eliminate the MCM Financial Oversight Committee which reports to IEEE Conferences Committee) New IEEE Meetings & Conferences Operations Manual - new manual going to TAB in June for approval 10/20/201522

23. LIST OF ITEMS SUBMITTED TO IEEE GOVERNANCE COMMITTEE (2) Revisions to IEEE Policies Section 10.1.2 – Sponsorship, 10.1.4 – General Approvals, Endorsements & Notifications, and 10.1.5 – Memorandum of Understanding/Agreement (MoU/MoA) - change reflects a desire to increase the institutional approval level for co- sponsored conferences by adding new language to several sections of IEEE Policy 10.1. The increased approval level is to protect the IEEE brand by limiting future IEEE involvement with suspect organizations and conferences such as the ones referenced above. Included on May IEEE BoD Agenda. In February 2011, both TAB and MGA endorsed the intent, with agreement to work with the IEEE Governance Committee on final wording. Will be on June TAB Agenda Revisions to TAB Operations Manual 4.43 – IEEE Product Safety Engineering Society Field of Interest Revisions to TAB Operations Manual 4.44 – IEEE Professional Communication Society Field of Interest 10/20/201523

24. JUNE TAB CONSENT AGENDA ITEMS (as of 19 May) 10/20/201524

25. ITEMS FOR JUNE Items to be included on June 2011 TAB Consent Agenda: Revisions to IEEE Policy Section 16.3 – Dues – Membership Categories; Reduced; Waived (pending final approval by IEEE BoD in June) (TAB endorsed in concept at February meeting) Revisions to TAB Operations Manual 4.43 – IEEE Product Safety Engineering Society Field of Interest (pending Presidents’ Forum endorsement) Revisions to TAB Operations Manual 4.44 – IEEE Professional Communication Society Field of Interest (pending Presidents’ Forum endorsement) Revisions to TAB Operations Manual Section 3.13 – IEEE Conferences Committee Charter 10/20/201525

26. ISSUES 10/20/201526

27. Issues 1.5 rules as reported by Fred Mintzer, Chair, Tab N&A Committee. Continue to assist S/Cs with interpretation of their governing documents. AES drafting new Constitution and Bylaws; initial review by AdCom at 15- 16 April 2011 meeting, on target for final version prior to November 2011 TAB meeting. 10/20/201527

28. Issues (2) Consumer Electronics Society issues with terms and election process; TA staff working closely with society on milestones and process. Confirmed term for sitting President, issues of transition to new constitution. Working with CE on new bylaws. Sensors Council issue with terms of office and reappointment; TA staff reviewed documents and made recommendation which Council is implementing. IES reworking sections of Bylaws re finances. 10/20/201528

29. Issues (3) Expect increase in issues, as enter election season. TAB Management Committee, as part of TMC charter, “Monitor the health of all Societies and Councils, and initiate corrective action, if necessary 10/20/201529