1. The Board is taking control of IEEE away from members; the amendment transfers power from over 400,000 members to a small group of insiders.

Just the opposite. The amendment allows for all members to vote for all director positions. This is democracy in action. Many regions and divisions, which represent societies, do not have representation on the Board of Directors equal to their membership because each region and division is allowed to elect only one delegate. For example, a regional delegate serves as chair of that region committee and is also a director on the IEEE Board.

Some positions on this year’s Board needed more than 20,000 votes (approximately 6 percent of eligible voting members) to be elected, while others needed fewer than 1,000 votes (0.3 percent of eligible voting members). This disparity is a result of the different number of members belonging to each region and division. For example, Region 10 has more than 78,000 higher grade members, while Division VI has less than 17,000. The goal of the amendment is to give all members the strongest voice possible in choosing who will lead them. The amendment will provide for all eligible members to vote for all Board members. Power is not being transferred to ‘a small group of insiders’; rather, it is being shared with IEEE’s worldwide community.

2. Members in many regions will lose representation because the amendment removes regional representation from the Board of Directors, thereby making it possible that representatives from only a few select regions will be on the Board.

Quite the opposite. Members in many geographic regions are currently under-represented. Take, for example, Region 10, where more than 25 percent of the membership resides, but which can elect only one member to the Board. The amendment addresses this issue by allowing for all members from all regions an equal vote in electing all members of the Board of Directors. The amendment lays out eligibility requirements for candidates that takes into consideration various diversity factors including, but not limited to, geographic and technical diversity. The result is increased access to governance for members of all regions and an acknowledgment of our richly diverse community.

3. Removing technical activities representation from the Board of Directors diminishes the voice of the societies in steering IEEE's future.

Not true. As fiduciaries of the organization, directors are required to act in the best interest of the entire IEEE, not just the division or region that elected them. Currently, individuals in the positions of division and region delegates, by virtue of their election, become directors. The amendment provides for the separation of the role of the delegate and the director so any real or perceived conflicts of interest in representation are eliminated. Even more importantly, that representation will encompass the entire IEEE because all members will have the opportunity to vote for each position on the Board. The specific concern that there will be a loss of technical representation on the Board is explicitly addressed through candidates? eligibility requirements that, according to the amendment, must take into consideration various diversity factors including, but not limited to, geographic and technical diversity.

4. Moving vital provisions of the constitution to the bylaws could subject them to be changed by a small group of Board members on short notice.

IEEE is and always has been a member-driven organization. Currently the bylaws can be changed by the Board of Directors on notice as required by law. In fact, the amendment increases the member?s voice in amending the bylaws because IEEE members will have input on changes to the bylaws via the IEEE Assembly. What IEEE?and the law governing non-profit organizations?assumes as a fundamental tenet is that the Board of Directors will act in a responsible manner and in the best interests of the organization and the global community it has been charged with leading. Most importantly, any significant changes to the organization?such as an amendment to the IEEE Constitution?are submitted to the IEEE membership to vote on.

5. The executive director and/or other professional staff will become voting members of the Board.

This is simply incorrect. The executive director would not become a voting member of the Board of Directors, nor would any other member of the professional staff. Under the amendment, the executive director would become a non-voting member so that the individual can directly observe the Board?s decision-making process to better understand the rational for its directives. The executive director?s job is to execute the Board?s decisions, and participation in the Board?s workings better enables that process. The amendment ensures that the Board cannot amend the bylaws to change the voting status of the executive director.

6. The Board will be taken over by non-IEEE members.

This is an impossibility. To even be considered as a candidate for a seat on the Board, the individual must be an IEEE senior member or higher grade. The person must also be an IEEE member in good standing. These dual requirements, by definition, automatically preclude non-IEEE members from sitting on the Board of Directors.