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IEEE in 2030 – Optimizing for Full Impact Barry L. Shoop, Ph.D., P.E. 2015 IEEE President-Elect 21 June 2015 IEEE Board Meeting New Brunswick, NJ, USA

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Page 1: IEEE in 2030 – Optimizing for Full ImpactB 2013 IEEE in 2030 – Optimizing for Full Impact Barry L. Shoop, Ph.D., P.E. 2015 IEEE President-Elect 21 June 2015 IEEE Board Meeting

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IEEE in 2030 – Optimizing for Full Impact

Barry L. Shoop, Ph.D., P.E. 2015 IEEE President-Elect 21 June 2015 IEEE Board Meeting New Brunswick, NJ, USA

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Our Plan for the Next 24 Hours

In the Next 60 Minutes…

•  Provide a comprehensive status report of work being done by the IEEEin2030 Ad Hoc Committee

•  A proposed plan for gaining additional input on future board structure and functions

For the Remainder of Today and This Evening…

•  Interact with your peers and share thoughts on changes being recommended by IEEEin2030

•  Prepare questions and feedback for discussion during tomorrow’s interactive working session

Tomorrow morning two-hour session…

•  Opportunity for us to work together, share ideas, ask questions, and explore approaches for how to best move forward

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IEEE in 2030 Committee

•  Tom Coughlin

•  Parviz Famouri

•  Elena Gerstmann

•  Kathy Land

•  Norberto Lerendegui

•  Howard Michel

•  Providence More

•  Bill Moses

•  Jim Prendergast

•  Barry Shoop (Chair)

•  Lawrence Wong

•  Ellen Yoffa

•  Karen Bartleson

•  Fred Mintzer

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Meetings •  January Board Retreat •  3 February New Orleans •  20-21 March West Point •  1-2 May Jersey City •  25-26 July

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What changes must we make now to best position IEEE for success in 2030, while

still supporting the needs of technologists between

now and then?

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Project Sequence

Syntegration • Duration: 3 Days • Purpose: Understanding, Planning, and Mobilization • Participants: Up to 48

Post Syntegration

Session

• Duration: 1 Day • Purpose: Decision Making & Action Planning

• Participants: Up to 15

• IEEEin2030 •  OUs •  Committees

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[1]  Create  a  Nimble,  Flexible,  Forward-­‐looking  Organiza;on  

A. Determine  our  core  priori/es  and  define  the  Board  structure  we  need  to  maintain  our  role  as  the  world’s  leading  associa/on  serving  technologists  

B. Align  our  business  opera/ons    to  our  evolving  priori/es  

 

Four Strategic Objectives

[1]  Create  a  Nimble,  Flexible,  Forward-­‐looking  Organiza;on  

[2]  Foster  Public  Impera;ves    

[3]  Foster  Diverse  Technical  Communi;es  with  Industry,  Government,  and  Academia  

[4]  Empower  the  Discovery,  Development  and  Delivery  of  CuNng-­‐edge  Products  and  

Services  

A. Determine  our  core  priori/es  and  define  the  Board  structure  we  need  to  maintain  our  role  as  the  world’s  leading  associa/on  serving  technologists  

B. Align  our  business  opera/ons    to  our  evolving  priori/es  

A. Support  humanitarian  efforts  

B. Socialize  Public  Impera/ve  Ac/vity  

C. Provide  cri/cal  informa/on  to  support  public  policy  decisions  worldwide  

A. Engage  to  build  and  maintain  strong  connec/ons  with  professionals  working  in  industry  and  industry  

B. Provide  "the  place"  where  communi/es  gather  across  a  diverse  field  of  technologies  and  technologists  

C. Cul/vate,  nurture,  and  strengthen  our  relevance  to  the  technologists  of  the  future  

 

A. Know  what  is  important  to  "IEEE  ac/vity  par/cipants,"  align  our  products  and  services  to  serve  them  and  recognize  their  engagement  

B. Serve  and  generate  a  surplus  by  turning  informa/on  into  knowledge  in  formats  that  technologists  need  

C. Leverage  and  promote  our  posi/on  as  leading  Global  technologists  

 

IEEE  is  well-­‐posi;oned  for  success  in  2030  and  con;nues  to  serve  the  needs  of  technologists  between  now  and  then.  

Strategies

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 Topic 2: Foster Public Imperatives Led by Ellen Yoffa  

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Other Teams Working on this Topic

"   IEEE Ad Hoc Committee on Global Public Policy

"   IEEE Ad Hoc Committee on Humanitarian Initiatives

"   TAB Ad Hoc Committee on Technical Support for Humanitarian Activities

"   IEEE Ad Hoc Committee on Engagement in Europe

"   IEEE Finance Committee

"   IEEE Ad Hoc Committee on Activities in Africa

"   IEEE Ad Hoc Committee on Enhancing Financial Management

"   IEEE Internet Initiative Ad Hoc Committee

"   All the OUs (esp. IEEE-USA, TA, MGA, EAB)

"   … probably more

Foster Public Imperatives

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Deliverables Update

1.   Develop a structure/framework for IEEE public policy and humanitarian activities •  Public Policy committee (Day) sharing recommendations with BoD in June

•  Humanitarian Initiatives committee (Lightner) making progress

•  The IEEE Foundation and Humanitarian Initiatives Committee are discussing how to align fundraising activities, including volunteer guidelines and communication

2.   Inventory humanitarian activities, Foundation activities, and other public imperative initiatives •  Developing a Public Imperatives “definition”, with input from SPC, MC and across IEEE

•  Working to compile inventory with the Finance team, EAB, IEEE-USA, Humanitarian Initiatives committee, and TAB Ad Hoc Committee on Technical Support for Humanitarian Activities

•  Meeting with IEEE Foundation President and ED

3.   Propose the right size of investment for public imperatives •  Working to understand current spending on PI across IEEE via the IEEE Mapping Project

•  Developing a recommendation for IEEE’s ongoing investment in PI, with Finance team

Foster Public Imperatives

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"   YES –  Primary goal is directly for the social

good

–  Must be available to non-members

–  Part of the responsibility of IEEE being a steward of the profession

–  Probably does not generate a surplus

–  Examples of PI §  Pre-university activities

§  Feet-on-the-ground humanitarian activities

§  Providing unbiased information or events on technology-related topics

§  History-related activities

§  Scholarships

§  Public imperative conferences

"   NO –  Primary beneficiary is the individual

professional

–  Could be a member benefit or provide a member discount

–  Probably generates a surplus

–  Examples of non-PI §  Publications

§  Membership

§  Conferences (primary goal is the exchange of technical information)

§  Continuing education

§  Career support

§  HKN (limited beneficiaries)

§  Public visibility

Is This Activity a Public Imperative? To better inventory and understand our level of investment

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Ø  MAYBE: Awards Programs, Some Standards Activities, ….

Foster Public Imperatives

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Topic 3: Foster Diverse Technical Communities Led by Tom Coughlin

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Other Teams Working on this Topic

"   IEEE Ad Hoc Committee on Activities in Africa "   IEEE Ad Hoc Committee on Board Outreach "   IEEE Ad Hoc Committee on Disruptive Innovations "   IEEE Ad Hoc Committee on the Future of Information and Convening "   IEEE Ad Hoc Committee on Holistic IT Development "   IEEE Ad Hoc Committee on Ideation "   IEEE Ad Hoc Committee on IEEE in 2030 "   IEEE Ad Hoc Committee on Serving Individuals From Industry "   TAB Ad Hoc Committee on Entrepreneurship "   IEEE-USA Committee on Entrepreneurship "   Young Professional Affinity Group "   MGA Ad Hoc Committee on Engaging Practitioners "   TAB SPC Working group - Services by Generational Segment "   TAB SPC Working group - New Content Types and Delivery

Foster Diverse Technical Communities

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Deliverables Update

1.  Write  a  best  prac/ce  document  that  pulls  together  best  prac/ces  of    IEEE  successful  communi/es  (e.g.,  Computer  Society,  WIE)  and  also  non-­‐IEEE  communi/es  aimed  at  technical  professionals;    include  recommenda/ons  for  IEEE  wo  rking  with  non-­‐IEEE  communi/es.  •  Ini/al  contacts  made  within  IEEE  •  Document  in  process    

2.  Write  a  proposal  for  "IEEE  SIRI"  that  includes  all  IEEE    resources  so  users  have  a  one  place  stop  (searchable  and  self-­‐configurable);    once  proposal  is  wriSen  give  to  Idea/on  CommiSee  •  Organizing  list  of  IEEE  resources  and  contacts  

3.  Iden/fy  the  best  ways  to  connect  our  community  to  entrepreneurs  and  industry;  iden/fy  what's  in  it  for  me?  •  Communica/ons  started  with  IEEE  folks  working  with  entrepreneurs  •  SeXng  up  mee/ngs  with  entrepreneurs  and  industry  on  best  approaches  

Foster Diverse Technical Communities

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Deliverables Update (2)

4.  Write  a  best  prac/ces  document  for  engaging  YPs  (these  are  our  leaders  in  2030);  must  learn  from  internal  groups  and  external  groups;  must  include  recommenda/ons  how  to  increase  YPs  and  increase  the  value  we  give  to  them  now  and  in  the  future.  •  Ini/al  contacts  made  with  YPs  regarding  engagement      

5.  Roadmap  for  communi/es  in  2030  -­‐  how  do  we  communicate  thoughts  on  communi/es  in  2030?    Not  1-­‐4  years  but  5-­‐15  years  out.    By  listening  to  what  teams  are  doing  now,  hopefully  IEEEin2030  will  have  thoughts  on  longer  term.  •  Working  to  define  deliverable

Foster Diverse Technical Communities

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Topic 4: Develop & Deliver Cutting-Edge Products & Services Led by Bill Moses & Kathy Land

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Other Teams Working on this Topic

"   All the Major Boards "   IEEE Ad Hoc Committee on Disruptive Innovations "   IEEE Ad Hoc Committee on Future of Information and

Convening "   IEEE Ad Hoc Committee on Holistic IT Development "   IEEE Ad Hoc Committee on Ideation "   IEEE Ad Hoc Committee on Serving Individuals From Industry "   IEEE Ad Hoc Ideation Committee "   MGA Ad Hoc Committee on Engaging Practitioners "   TAB SPC Working Group - Services by Generational Segment "   TAB SPC Working Group - New Content Types and Delivery

Develop & Deliver Cutting-Edge Products & Services

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1. Create a process that develops ideas from across all of IEEE into revenue-generating products

"   Deliverables –  Define a process to facilitate (and potentially fund) new product development,

especially products that are not based on scholarly publications. –  Demonstrate that this process is effective by sending one new (non-scholarly

publication) product idea through the process.

"   Status –  Identified groups that are actively developing ideas for new revenue

generating products and services –  Talked with Karen Hawkins (Senior Director, Product Design) about process

used by IEEE Ad Hoc on Ideation (which appears to be a good template for this activity)

–  Scheduled a meeting with chairs of relevant committees and staff for their input

"   Next Steps –  Draft a revised process that spans entire product development process:

new idea generation, business plan development, marketing, seed funding, and all the way to review & approval of new products & services

Develop & Deliver Cutting-Edge Products & Services

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2. Obtain a 360-degree view of the greater IEEE community

"   Deliverable –  Develop & Maintain a Centralized Database on All Those Who Participate In

IEEE Activities (Both Members & Non-Members). §  Data may include membership data; conferences attended or organized; papers

authored, reviewed, or downloaded; Fellows and awardees; volunteer positions…

"   Status –  Identified that BIC has discussed this concept previously, and that it is on

their “to do” list –  Scheduled a meeting with BIC stakeholders (Donna Hourican and Jamie

Moesch) to discuss status

"   Next Steps –  Define scope of project

–  Determine ROI –  Identify appropriate project leadership

Develop & Deliver Cutting-Edge Products & Services

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Topic 1: Create a Nimble, Flexible, Forward-Looking Organization

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Objectives

"   Prepare IEEE for success in 2030 and beyond

"   Create a diverse, efficient, and effective board that represents the members and listens to the voices of members, the technical professional community, and the public, to make informed decisions

"   Strengthen the role of the member in IEEE governance

"   Develop a structure that supports the current IEEE mission, vision, and core values

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"   It is clear, from our discussion in Puerto Rico in January, that the Board wants to see a change; status quo is no longer working

"   The current structure of the Board is constituency based and is tied to the structure of the organization – While tied to organizational structure, continuity and length of

service are governed by the OUs and not the needs of a strategic Board

– The current coupling also restricts each OU (for example, MGA can’t change the number of Regional Directors because this would impact representation on the Board)

"   Analysis by an independent organization, BoardSource, supports a shift in structure

Why Change?

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"   We need to unencumber the Board of Directors’ composition from our current operational structure and our day-to-day management

"   Strategy & Operations are both critical for IEEE – By separating operations, the Board is freed to focus on strategy

while empowering an operations committee to be champions at the IEEE-level for their own OU

"   A more agile Board of Directors allows for: –  In-depth, analytical, more informal, discussions (this is near

impossible with a team of 31+) – Shorter but more frequent meetings (video, audio,

and/or in-person)

Why Change? (continued)

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Satisfaction  with  board  size  and  overall  effectiveness  

©  2015  BoardSource  

The  size  of  the  board  meets  the  current  needs  of  the  organization.  

How  satisfied  are  you  with  the  overall  effectiveness  of  the  board?  

IEEE  board  has  31  voting  members  The  average  board  has  16  members  Percentiles:  

25%  of  boards  have  11  or  fewer  members  50%  have  15  or  fewer  members  75%  have  20  or  fewer  members  

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Benchmarking  your    board’s  performance  Scores  are  benchmarked  against  200+  organizations  that    have  taken  the  Board  Self  Assessment  since  2012.  

©  2015  BoardSource  

   Role    Responsibility     Your  score   Benchmark  Score*   Comparison  

   Set  Direc/on    Mission   2.28   2.99   ê  

 Strategy   1.84   2.82   ê  

   Ensure  Resources    Funding  and  Public  Image   2.23   2.58   ê  

 Board  Composi/on   1.91   2.71   ê  

   Provide  Oversight  

 Program   1.94   2.84   ê  

 Financial   2.30   3.12   ê  

 Chief  Execu/ve   1.79   2.98   ê  

   Structure  and  Opera/ons    Board  Structure   2.39   2.97   ê  

 Mee/ngs   2.35   3.05   ê  

*Benchmark  from  501(c)3  answers  to  Board  Self-­‐Assessment  for  Nonprofit  Boards  

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BoardSource Governance Review

•  Comparative research of peer organizations shows the following board sizes: ACM 16, ACS 15, ASME 14, PMI 18.

•  IEEE governance structure has a significant focus on business operations as evidenced by the Major Boards, and The Vice Presidents/Presidents of the Operating Units.

Review includes: - governance documents review - leadership interviews -  Board self-assessment survey - comparative research

•  Under New York State corporate law, the board’s loyalty is first and foremost to the good of the corporation, in this case IEEE. Representative boards, such as IEEE’s where Directors represent regions and societies, can create conflict of interest.

•  Decoupling the Director positions from the regions, societies and operating units will lessen the possibility of conflicting loyalties and encourage more strategic thinking around the long-term needs of IEEE, but will bring new challenges of hearing the members’ voices and assuring member control.

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BoardSource: Current vs. Desired State*

Current State of Board "   Slow to make decisions

"   Representative of regions and technical societies

"   Random skill set of Directors

"   Heavy workload for board members

"   Embroiled in day-to-day thinking

"   Hard to convene large group

"   Challenge to run large meetings

"   Diverse across globe and technical societies

"   Potential conflicts of loyalty between units and whole

"   Organized around principles from 1960s

Desired State of Board "   Nimble

"   De-coupled from IEEE structure

"   Competency-based

"   Efficient

"   Able to meet more frequently

"   Able to meet for less time

"   Focused on strategic thinking

"   Better able to engage all Directors in discussion

"   Consistency from year-to-year

"   Focused strictly on best interests of IEEE

"   Organized to lead IEEE to 2030

*Based on interviews with senior volunteers and Executive Director. 26

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Guiding Principles

"   Strengthen the “voice” of the membership in IEEE governance

"   Reflect diversity

"   All volunteer members of the IEEE Board of Directors will come from the IEEE membership and will be elected by the full membership

"   The new BoD size and composition will be more conducive to flexibility and nimbleness –  The new BoD will be smaller than the current Board

–  Terms of service will support continuity

–  Allow for deliberative and candid discussions

"   The volunteer members of the new Board of Directors will not hold any other leadership positions (with a few exceptions prescribed in the Bylaws) in order to avoid any real or perceived conflict of representation

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Two Major Rationales

"   Maximizing the value of volunteer time –  Today, professionals have less discretionary time to devote to volunteer

activities. –  In order to best use, honor, and value volunteer time and attract the best

volunteers, we need to make their service both rewarding and valuable for IEEE. –  The current Board structure, processes, and procedures require too much time

and the discussions are neither generative nor strategic.

"   Responding to the needs of a changing & more dynamic world –  The world is becoming more complex as it becomes flatter and more

competitive. As a result, the Board will be asked to make increasingly complex decisions.

–  To handle the strategic complexity and the speed of technology advancement, Board members need to have the ability to understand, analyze, and debate the complex issues. The current structure does not allow for this.

–  Additionally, once issues are analyzed the Board members will need to make decisions for the advancement of IEEE as a whole. The current Board structure and its broad responsibility on both strategy and operations does not allow sufficient time for this.

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The Three Modes of Effective Governance and Leadership

"   Strategic: Ensures we serve a socially valuable mission and will have a positive impact.

"   Fiduciary: Trusteeship of IEEE. Manages responsible use of assets to support our mission.

"   Generative: Explorative. Leverages the board’s collective mind to make sense of options for the future.

"   Combined: Powerful governance model that leverages the board’s expertise and insight to frame issues and make sense of the status quo.

WHAT are we going to

do? (Fiduciary)

HOW are we going to

do it? (Strategic)

WHY are we going to

do it? (Generative)

The Three Forms

of Governance Leadership

Source: Chait, Richard P., Ph.D., Ryan, William P., Ph.D., Taylor, Barbara E., “First Principles” in Governance as Leadership: Reframing the Work of Nonprofit Boards, Hoboken: Wiley, 2005, ch. 1, pp. 2-8.

Fiduciary Leadership Strategic Leadership

Generative Leadership

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Excellence = Fiduciary + Strategic + Generative

WHAT are we going to

do? (Fiduciary)

HOW are we going to do

it? (Strategic)

WHY are we going to do

it? (Generative)

Key Question What’s wrong? What’s the plan? What’s the question?

Board Focus Define problems Review performance

Solve problems Shape strategy

Frame problems Engage in sense-making

Board Process Parliamentary procedure Logical and empirical discussion More informal and creative

Problems Must Be Spotted Solved Framed

Decision Making Resolution Gaining consensus Framing the question

Board Sees Their Role As Oversight & authority Strategist Fresh perspective and

industry expertise

Performance Metrics Facts, figures, finances, and reports

Strategic indicators, competitive analysis Signs of learning and discerning

Adapted From: Chait, Richard P., Ph.D., Ryan, William P., Ph.D., Taylor, Barbara E., “Type III: Generative Governing” in Governance as Leadership: Reframing the Work of Nonprofit Boards, Hoboken: Wiley, 2005, ch. 6, pp. 132.

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Proposed Structure & Functions

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Changes from Draft 1 to Draft 2

"   First proposal drafted at March Ad Hoc meeting "   All members of the Ad Hoc engaged with members of the Board of

Directors to solicit feedback "   The Ad Hoc met again in May 2015 to further refine the proposal

based on feedback –  The committee reviewed all 149 comments solicited for input into the

most recent draft proposal –  Major updates included:

§  No external directors would serve on the Board of Directors §  All volunteer members of the new Board of Directors would be IEEE

members and elected by the full membership §  Renamed the Enterprise Operation Committee to Board of Governors to

more accurately represent the stature and significance of the body §  Changed Management Council members from voting to non-voting

members of the Board of Governors §  The Assembly would approve the slate of candidates for the Board of

Directors thereby strengthening the voice of the members

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Proposed Structure: Three Major Governing Bodies

1.  The Assembly (same composition)

2.  Board of Directors (restructured)

3.  Board of Governors (a new body)

"   These three governing bodies will: – introduce important checks and balances,

– provide improved strategic guidance and effective operational management,

– increase the member voice in the governance process.

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Proposed Org Chart

Cover 34

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Current Assembly (remains unchanged in composition)

-  3 Presidents

-  10 Division Delegates

-  10 Regional Delegates

-  President presides

Board of Directors

- Committees of IEEE (Audit*, EBCC, Corporate Governance, Ethics & Member Conduct, Nominations & Appointments, Board of Governors)

- President presides - All BoD members must be IEEE members - Volunteer members will be elected by the full membership - Executive Director will be a voting member - BoD volunteers will be uncompensated for their service on the Board

Draft Structure

35

Board of Governors

- Major Boards will be committees of Board of Governors - Committees reporting to the BoG: Awards, Fellows, History, Finance, Investment, NIC, PV, Tellers (Chairs are not members of the BoG)

- Immediate Past President presides - Voting members

–  Immediate Past President –  Vice-Presidents/

Presidents of the Operating Units

–  Treasurer and Secretary –  Executive Director –  Management Council

(non-voting)

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Current Assembly - Represents the members

- Approves the slate of candidates for Board of Directors including P-E (currently done by the BoD)

- Elects Officers and Directors

- Receives and reviews reports

Board of Directors

- Sets strategic direction

Draft Functions

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Board of Governors - Enterprise-level focus - Brings recommendations to and advises the Board - Prepares IEEE budget that ensures alignment between budget and operations - Resolves OU disputes - Manages & approves select IEEE Policies & charters & manuals of its committees - Approves awards, fellows, milestones - Approves new office locations - IEEE executives, working closely with volunteer counterparts, will manage their business units & come-together to make decisions about enterprise-wide operations

- Final legal & fiduciary responsibility - Approves total budget and establishes targets based on strategy - Approves policy statements of IEEE and amicus briefs - Resolves BoG disputes - Approves Bylaws, select IEEE Policies, IOM, FOM and Board/IEEE Committees Charters and Manuals - Approves changes to high level IEEE governance structure - Hires and evaluates the Executive Director and approves compensation

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Dlkjdlk jad;fj

    Assembly   BoD   BoG  President   presides   presides      Past  President   vo/ng   vo/ng   presides  President  Elect   vo/ng   vo/ng      Directors  (9)       vo/ng  (9)      Treasurer           vo/ng  Secretary           vo/ng  Execu/ve  Director   vo/ng   vo/ng  Region  directors/delegates   vo/ng          Division  directors/delegates   vo/ng          VPs  (PSPB,  SA,  USA,  TAB,  MGA,  EAB)           Vo/ng  (6)  Management  Council           non-­‐vo/ng  (12)  

total   23   13   22  vo/ng   23   13   10  

non-­‐vo/ng   0   0   12  

Execu/ve  Director  will  be  the  non-­‐vo/ng  secretary  of  the  Assembly.    Corporate  staff  member  will  be  a  non-­‐vo/ng  secretary  on  the  Board  of  Directors.  Each  year,  the  23  vo/ng  members  of  the  Assembly  will  elect  5  members  of  the  BoG  (PSPB,  MGA,  and  EAB  VPs,  and  Secretary  &  Treasurer)  and  will  approve  the  slate  for  approximately  1/3  of  BoD  for  the  members  to  vote  on.      

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Proposed Composition

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Proposed Board of Directors

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Board of Directors Draft Size & Terms

"   Three year terms (excludes Executive Director); two term limit on the Board (excludes Presidential years) –  No need for an elect year; approximately 1/3 turnover –  Terms do not need to be consecutive

"   Once an individual serves through the presidency, s/he cannot serve on the Board of Directors again

"   Total of 13 members of the Board §  3 Ps (still serves one year as a PE, P, PP) §  9 elected members-at-large (this allows all IEEE members to vote on all

volunteer members of the Board – more direct membership involvement than with current Board)

§  1 Executive Director which matches common practice and allows for continuity and provides link to Board of Governors –  this does not preclude executive sessions without the Executive Director

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"   Responsibilities – Committed to active support: §  Face-to-face Board meetings § Quarterly / bi-monthly conference calls

"   Qualifications – Senior / Fellow IEEE Member – Leadership experience in §  Profession, including senior leadership positions §  Public Service, e.g. IEEE OUs

Board of Directors Responsibilities & Qualifications

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"   Qualifications / Competencies – Senior / Fellow IEEE Member – Leadership experience – Strategic and problem-solving skills – Strong interpersonal and negotiation skills

– International experience – Global perspective – IEEE Experience – Personal §  highest moral and ethical character §  exhibit independence and objectivity

How to select Board members: Initial N&A Guidance

Slate Emphasis on Balance

•  IEEE OU Representation

Emphasis on Diversity •  Geographic •  Technical •  Age •  Gender

§  capable of serving in the best interest of the whole IEEE 41

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"   CHANGE –  Assembly (as opposed to the

current process of the BoD) approves the slate of candidates for Board of Directors including P-E §  This provides a check & balance by

strengthening the voice of the member and by enabling diversity

§  It enables diversity because they will be charged with ensuring a slate that is diverse in terms of geography, technical field, age, gender, employment, skills & competencies, etc.

§  Has the power and obligation to reject a slate that is not appropriately diverse

§  This will not inhibit current Assembly members from running for BoD or BoG positions

"   AS-IS – N&A continues to be a

nominating body and is chaired by the past-past President and includes N&A chairs from the major OUs

–  The current petition processes remain as-is

– No additional changes to current N&A processes are being recommended

Nomination Process Changes

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Possible BoD Transition Plan Position 2016 2017 2018 2019

2020

President X X X X X President-Elect X X X X X Past President X X X X X Vice President - TA X X Vice President - PSP X X * Vice President - MGA X X * Vice President - EA X X * IEEE-SA President X X X IEEE-USA President X X Secretary X Treasurer X IEEE Executive Director X X X X X Division Directors I-X I-X Even Numbered

Divisions

Region Directors 1-10 1-10 1-10 Odd Numbered Regions

New Director Positions 1st Class 3(2018-2020)

3(2018-2020)

3(2018-2020)

New Director Positions 2nd Class

3(2018-2019)

3(2018-2019)

3(2020-2022)

New Director Positions 3rd Class 3(2018)

3(2019-2021)

3(2019-2021)

Voting members Director Emeriti (Non-voting members) Total

32 2

34

30 2 32

29 2

31

18 2

20

13 2

15

Full implementation is achieved by 2020, with all Directors being elected by the full voting membership. Election of the new Directors would take place during 2017. * Indicates that a decision could be made to rotate off in that year.

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Some Things Won’t Change

"   The IEEE mission, vision, and core values remain the same

"   The current operational organizational structure (OU structure) remains the same

"   The current N&A process remains the same, with the exception that slate recommendations will go to the Assembly, thereby increasing the tie and therefore influence of the member

"   The current petition process for Board-level positions remains the same with the exception that it will be an Assembly petition process. The current Assembly composition remains the same

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Next Steps

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Future timeline of our work

"   Tomorrow’s session –  Open Q&A –  Solicit feedback –  Gain consensus on moving forward

"   July – next Ad Hoc Committee meeting –  Incorporate feedback from June

"   September (governing document changes and Governance Committee review)

"   November Board – review and request Board approval "   Along the way we will share all documents with Board members and

Directors-elect and ask them to share. Also, provide updates via The Institute.

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We are committed to transparency, an open process, and providing regular communications.

Please send feedback to: [email protected]

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Thank you

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APPENDIX

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Purpose: Board of Governors (BoG)

"   Brings together leaders of major operating units for collaboration, socialization, and conflict resolution – at the enterprise-level

"   Operationalizes decisions made by the Board

"   Informs the Board and raises topics and issues, as needed

"   The Board of Governors will be a committee of IEEE

"   A new BoG would allow for at least as good a representation of all the operating units, interest groups, and members as the current structure while reaping other benefits

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Purpose: Board of Directors (BoD)

"   The new Board of Director’s purpose will be to set the tone and strategic direction for the organization, exercise fiduciary responsibilities, and provide operational oversight – It has responsibility for stewardship and fiduciary duty – It focuses on strategy

•  a newly created complementary entity, IEEE Board of Governors (BoG), will assist the BoD with operational oversight

– It develops, in collaboration with professional staff, and approves corporate strategies

– It provides oversight of the Executive Director – It establishes organizational identity and ensures the necessary resources1

1. Source: BoardSource 50

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Volunteer Leadership Time Commitments

Position Title  Total Estimated Time

Requirement  President   137-248   President-Elect   38-69   Past President   42-72  Secretary   54-76  Treasurer   100-146  Division Delegate-Director   61-161  Region Delegate-Director   64-110  VP- EA   73-129  VP- MGA   165-184  VP- PSP   72-103  VP- TA   108-172  Pres. IEEE-SA   48-75  Pres. IEEE-USA   83-109  

•  The estimated time commitment for an IEEE Board Member is between 30-49 (8 hour) days per year.

•  This amount has been added to the totals provided from volunteers who have held the positions and the associated key staff support.

•  The totals are from the 2013 position description review conducted by the Governance Committee every other year.

•  Totals take into account time for agenda/material review, meeting attendance, correspondence, and travel.

•  The 2015 review will be completed later this year. 51