In late 2003, the IEEE Board of Directors approved revisions to IEEE Bylaw I-300.4(4) Action of the Board of Directors and Committees. This amendment to the IEEE Bylaws is sometimes referred to as the "e-mail voting bylaw". The change permits the transmission of votes using e-mail and other electronic means. However, it also changes the voting requirement needed when a board or committee is taking an action without holding a formal meeting.
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.
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:
The order of business shall be as follows:
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.