Governing Board's Position on IEEE Constitutional Amendment

IEEE Power & Energy Society Members,

In mid-August 2016 you received a ballot from IEEE. Included in this ballot is a vote on proposed changes to the IEEE Constitution. The main change is that the decisions on the governance structure would be moved from the Constitution to the Bylaws. Note: The Constitution needs to be approved by the members but the Bylaws only by the Board of Directors. It is widely understood that, if you vote FOR this amendment and it passes, it will reduce the influence the general membership has on setting IEEE policies. We encourage you to review all available information, or ask us questions before you cast your vote in mid-August. Most importantly, please vote. We cannot afford to have this issue decided by a very small minority of members who usually vote in IEEE elections.

The IEEE website on the Constitutional Amendment can be found at the following link.

After careful thought and consideration, the IEEE PES Governing Board has decided that the proposed amendments to the IEEE Constitution may not be in the best interest of our members, and offers the following opinions for your consideration.

  • The foremost concern is the right and the ability of IEEE volunteer members to have a voice in the future governance structure of IEEE. The proposed changes would move the language related to the governance structure from the Constitution to the Bylaws, which could be changed in the future without approval of the volunteer membership, thereby removing the member’s ability to control the future direction of IEEE.
  • Currently there are 20 Director positions on the IEEE Board. There are 20 different Nominating Committees who select candidates (at least two) for each of these 20 positions. They are then elected by 20 different groups of volunteer members from Regions 1 to 10 and technical Divisions 1 to 10. This gives members at the grassroots level the ability to select their own directors. The proposed structure would have 12 Directors with all candidates selected by only one unelected Nominating Committee and presented to the IEEE membership for a vote. We consider this risky with the potential that candidates may not have an appreciation for the concerns of the major volunteer constituencies in IEEE at the grassroots level.
  • We believe that IEEE has provided a large amount of funding for major projects that have yielded little or no ROI (return on investment), and are of marginal value to most IEEE members. We also believe IEEE needs to improve its internal efficiencies. However, with the elimination of 10 Division Directors and 10 Regional Directors as stipulated in the proposed plan, the valuable checks and balances within the BOD will effectively disappear if the proposed Constitutional Amendments pass.


The bottom line is that the PES Governing Board is concerned that the constitution changes and the proposed governance models will do little to fix the problems of IEEE as we see them.

When those checks and balances no longer exist, we are extremely fearful that a small group of Board members can make changes without voting-member concurrence, and the rise in costs and overheads will spiral out of control. All societies are “taxed” at a rate that would probably not be tolerated in private industry. Allowing appointed IEEE officers (Board–appointed officers and IEEE senior staff positions such as the executive director, etc.) to be Board members (of one of the three Boards as outlined in the IEEE 2030 proposals) is contrary to the statement that IEEE is a volunteer-led nonprofit organization. In addition, IEEE overhead costs have become so “hidden” that it is now necessary to have a “Financial Transparency” Committee that is trying to determine the true cost of all these overheads.

We do not believe the proposed governance structure is a positive step for either IEEE or PES for reasons outlined in bullets above and the “Background Information” provided later in this communication.

There’s a great likelihood that problems will get worse. With the three governance bodies instead of the one current BOD, it’s a given that IEEE overheads will rise even more, something that IEEE cannot tolerate. In summary, we cannot see how three governing bodies is a better alternative to solve the current problems and how allowing the BOD to make decisions on the structure of IEEE without membership approval will improve transparency.

On behalf of the PES Governing Board, I encourage you to carefully review the above discussions as well as the information presented on the IEEE Constitution Amendment webpage and vote on this proposal based on facts to address concerns raised above.

The link to the IEEE Constitutional Amendment webpage is provided here again for your convenience.

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