Best Practices for Conducting Meetings by E-mail

The IEEE Board of Directors and the boards and committee reporting directly to the Board of Directors are required to have unanimous written consent on matters acted upon between regular or special face-to-face meetings.  The IEEE Board of Directors adopted a less stringent voting requirement for those committees and boards that do not report directly to the IEEE Board of Directors.  For these organizational units, unanimous written consent is not required when an action is taken without a formal meeting if votes are cast via mail service, e-mail, or other electronic means.  As noted above, the IEEE e-mail voting bylaw also specifies that the minimum required vote to take action shall be the affirmative vote of a majority of ALL the voting members on the committee or board.

Organizational units should keep in mind that it is often preferable for deliberative discussions to take place at formal meetings, be they in-person or via teleconference, when all participants can hear one another.  The intent of IEEE Bylaw I-300.4(4) is not to eliminate those important discussions from the deliberative process.  All actions to be acted upon without a formal meeting should be vetted thoroughly, and there should be a clear sense that the group has had an adequate opportunity for discussion, albeit by electronic means, to reach a consensus on the matter.

The following guidelines and best practices should be followed by those organizational units that adopt procedures to permit actions in accordance with the IEEE e-mail voting bylaw:

Adoption of these procedures should be considered at a regularly scheduled meeting.

1. Further restrictions and the parameters associated with taking an action without a formal meeting should be incorporated into the organizational unit's governing documents.  
2. Clarification of the rules and procedures in the organizational unit’s governing documents should specify at a minimum the following matters:

• The required number of affirmative votes to take action.  The IEEE e-mail voting bylaw states "an affirmative vote of a majority of all the voting members" is required to take action.  Therefore, does the organizational unit want to adopt a more restrictive vote, such as requiring an affirmative vote of two-thirds of all the voting members?   
• Items which the organizational unit has determined shall not be acted upon other than in a formal meeting (e.g., nominations and appointments).   
• The minimum voting period allowed (e.g., the voting period shall be no less than seven days).   
• The person or persons authorized to determine if and when a motion will be voted on via e-mail and approve the motion and all relevant information for distribution (e.g., the board or committee Chair, the secretary when applicable, or a member of the board or committee designated by the Chair).  
• The person or persons responsible for distribution of the motion and tallying the electronic vote (e.g., the board or committee Chair, the secretary when applicable, or a member of the board or committee designated by the Chair).  
• The process and format for distribution of proposed resolutions and the collection of votes.  For example, it is recommended that allowances be made for any voting members of the organizational unit who may not access e-mail regularly.  No voting member should be disenfranchised from voting on matters brought before the board or committee.   
• Specifications regarding public or secret balloting. The board or committee should determine if all ballots conducted over e-mail are to be considered secret ballots, or if members’ votes are to be made public to all members of the board or committee.  
• A requirement that a written record of such a vote shall be recorded as minutes of the board or committee.

The following template is offered as an example and may be used as the basis for establishing procedures to conduct meetings by e-mail. These procedures once adopted should be incorporated into the governing documents of the board or committee.
  

Meetings Conducted by E-mail

The governing documents (e.g. Bylaws) of the name of the OU allow for special meetings to be called either by the presiding officer (e.g. President or Chair) or required number (e.g. 4) members of the governing body. These special meetings may take place via e-mail using the process outlined in these procedures. Each special meeting shall be set in motion to address one issue only. If additional issues need to be addressed, a separate meeting for each issue shall be called.

The special meeting shall be chaired by the presiding officer. If the presiding officer is unavailable, the Chair shall be determined in accordance with the governing document. The meeting secretary (MS) shall be designated by the Chair.

All dates and times mentioned in these procedures shall be based on the time zone of the MS.

The rules applying to the conduct of regular meetings shall also apply to e-mail meetings with the following exceptions:

1. The Motion to Table rule shall be suspended for specific time(e.g.72) hours immediately following the announcement of the start of the discussion period by the Chair. Following the suspension period, any Motion to Table brought forth shall be disposed of within specific number (e.g.2 days, or 2 business days). 
2. The motion to Call the Question rule shall be suspended and replaced with the rules in Items 5, 6 and 7 below.

The order of business shall be as follows:

1. The Chair shall send an e-mail to all the members stating the reason for calling the meeting and providing an outline of the issue to be discussed. The E-mail Meeting procedures shall be attached to this initial e-mail. 
2. The MS shall ascertain that a quorum (a majority of the voting members of the body) is available to participate in the meeting. Lack of a quorum shall put the meeting on hold until such time as a quorum can be assembled. When a quorum is available, the Chair shall declare the meeting open and communicate that to the body. The MS shall then assign a unique ID Number to the special meeting by attaching a sequential number ‘N’ (reset at 0 every calendar year) to the end of the following identifier: 'SM-yyyymm-N' where 'SM' stands for Special Meeting. Significant documents shall also be assigned a unique identifier. For example, the first motion in a special meeting called in July 2006 shall be assigned the identifier SM-200607-1-1. The MS shall set up an e-mail exploder (BoGX), used strictly for this meeting. The BoGX shall contain all the current members of the body or in the case where the SM is an executive session, all the members needed for that meeting as determined by the Chair. 
3. Motions shall be presented, seconded and opened for discussion by following the same rules and procedures followed in regular meetings with the exceptions noted above. 
4. Once a motion has been seconded, the Chair shall then start a discussion period which shall be open for specific number  (e.g. 5 days or 5 business days). In order to keep everybody informed and to monitor progress of the meeting, e-mails pertaining to the issue being resolved shall be addressed to the BoGX and have, in the subject line, the unique ID Number assigned by the MS. 
5. At the end of the discussion period, the Chair shall then start the voting period by submitting the motion to a vote by the members. The voting period shall last specific number (e.g. 4 days or 4 business days) or until the number of returned votes is sufficient to determine the outcome of the vote. For a motion to pass, it shall have received the necessary number of favorable votes as defined in the governing documents for each motion type but not less than a majority of all of the voting members of the OU.
6. Each voting member shall send his/her e-mail vote to the Chair and to the MS. The MS shall tally the votes and announce the results at the end of the voting period along with a list showing the vote of each member to the BoGX. If a motion to hold a secret ballot had previously been passed, the MS shall then announce only the results of the vote. 
7. Once the voting results are announced, the Chair shall declare the special meeting closed. 
8. A written record of the vote shall be recorded in the minutes of the meeting.

1. What is the e-mail voting bylaw?
   
   IEEE Bylaw I-300.4(4) is sometimes referred to as the “e-mail voting bylaw”, since e-mail is one way of transmitting votes without holding a formal meeting. Essentially, the e-mail voting bylaw identifies which organizational units may adopt a less restrictive procedure to actions taken without a formal face-to-face or telephonic meeting.  Previously all organizational units were required to have unanimous written consent to take action without a formal meeting, and in 2003 the IEEE Board of Directors amended the IEEE Bylaws to define which boards or committees could adopt a less restrictive voting procedure.  However, in doing so, the IEEE Board of Directors set the minimum requirement to take action at the affirmative vote of ALL the members on the board or committee.
    
2. Which organizational units may implement the change to the voting requirement when taking actions without a meeting?
   
   Committees and boards that may implement the less restrictive voting requirement are those that do not report directly to the IEEE Board of Directors--this would include committees and boards that report to the six Major Boards (such as Societies, Regions, Sections, and Standards Working Groups) and sub-committees of the IEEE Standing Committees.  These organizational units may adopt a less restrictive voting requirement in accordance with IEEE Bylaw I-300.4(4).
    
3. Which organizational units may NOT implement the change to the e-mail voting requirement when taking action without a meeting?
   
   The IEEE Board of Directors, Executive Committee, any of the IEEE Standing Committees and the six Major Boards (EAB,PSPB RAB,TAB, IEEE SA, IEEE-USA) and any other board or committee that reports directly to the IEEE Board of Directors.  These boards and committees are still required to have unanimous written consent when taking action without a formal meeting.
    
4. What types of matters can be acted upon without holding a formal meeting?
   
   Each organizational unit should define those matters that shall only be considered at formal face-to-face or telephonic meetings.  Actions such as changes to the organizational unit governing documents and nominations and appointments should usually be  left for discussions and action at a formal meeting.  Also by way of example, an organizational unit might determine that only items of a time-critical nature will be acted upon between formal meetings.
    
5. Whom should you contact if you have additional questions, or would like to discuss this further?
   
   Contact the IEEE Secretary at secretary@ieee.org.

Unless otherwise provided in the Certificate of Incorporation, the Constitution, these Bylaws, or the Not-for-Profit Corporation Law of the State of New York, any action required or permitted to be taken by any board or committee of any organizational unit of the IEEE (other than the Board of Directors, the Major Boards, the Standing Committees and any other board or committee reporting directly to the Board of Directors) may be taken without a meeting.  For boards and committees of organizational units other than standards-developing committees of the IEEE Standards Association, unless a more restrictive voting requirement is specified in the governing documents of the board or committee, an affirmative vote of a majority of all the voting members of the board or committee shall be required to approve the action. For standards-developing committees within the IEEE Standards Association, unless a more restrictive voting requirement is specified in the governing documents of the committee, an affirmative vote of a majority of the votes cast, provided a majority of all the voting members of the committee responded, shall be required to approve an action taken without a meeting.  The results of the vote shall be confirmed promptly in writing or by electronic transmission. The writings and/or electronic transmissions shall be filed with the minutes of the proceedings of the board or committee. “Electronic transmission” means any form of electronic communication, such as e-mail, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient.