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Operating Procedures for Corporate Standards Working Groups

1. Preface
2. Hierarchy
3. Fundamental Principas of Operation
4. Legal Accountability
   4.1 Indemnification
5. Working Group Responsibilities
   5.1 Working Group Constitution
6. Officers
   6.1 Election of Officers
   6.2 Temporary Appointments to Vacancies
   6.3 Removal of Officers
   6.4 Responsibilities of Working Group Officers
     6.4.1 Chair
    6.4.2 Vice-Chair
     6.4.3 Secretary
     6.4.4 Treasurer
7. Working Group Membership
   7.1 Subgroups of the Working Group
8. Working Group Membership Roster
9. Voting
   9.1 Actions Requiring Approval by Two-Thirds of the Voting Working Group Membership
   9.2 Proxy Voting
10. Quorum
11. Meetings
12. Appeals
13. Communications

1. Preface
In today's technological environment, standards play a critical role in product development and market share. Responsibility for how a standard evolves begins in the working group. Every input, behavior, and action has both a contributory and a potential legal consequence. These procedures help protect working group members and the IEEE. These operating procedures outline the orderly transaction of business by the Working Group. The working group may amend these procedures with the approval of its Sponsor and the IEEE-SA Corporate Advisory Group (CAG).

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2. Hierarchy
Several documents take precedence over these procedures in the following order:New York State Not-for-Profit Law
IEEE Certificate of Incorporation

IEEE Constitution
IEEE Bylaws
IEEE Policies
IEEE Board of Directors Resolutions
IEEE Standards Association Operations Manual
IEEE-SA Board of Governors Resolutions
IEEE-SA Standards Board Bylaws
IEEE-SA Standards Board Operations Manual
IEEE Sponsor Corporate Standards Operating Procedures

Robert's Rules of Order (Revised) will be followed for parliamentary matters not discussed in this document or in superior documents.

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3. Fundamental Principles of Operation
For the development of standards, openness and due process must apply, which means that any entity with a direct and material interest has a right to participate by:

1) Expressing a position and its basis,
2) Having that position considered, and
3) Appealing if adversely affected.

Due process allows for equity and fair play. In addition to openness, due process requires balance, i.e., the standards development process should have a balance of interests and shall not be dominated by any single interest category. IEEE due process also requires a consensus of those parties interested in the project. Consensus is defined as a majority agreement, but not unanimity.

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4. Legal Accountability
The working group will abide by all intellectual property policies of the IEEE, including those for patents, trademarks, and copyright. The working group chair shall review the IEEE patent policy slides at the start of each meeting. The working group is obligated to avoid discussions that could result in an antitrust action. If health, safety and environmental issues are raised in the standards document developed by the working group, the chair will inform IEEE Standards staff to ensure that the appropriate legal review of these clauses is fulfilled.Working group participants should always consider the IEEE Code of Ethics when taking action.

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4.1 Indemnification
IEEE Bylaw I-300.3 discusses the IEEE policies for indemnification. Participants must be included in the working group roster and have signed the Copyright Sign-Off Form to be recognized as an official participant in IEEE standards development activities.

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5. Working Group Responsibilities
The working group shall

a) Complete the project from Project Authorization Request (PAR) approval to IEEE-SA Standards Board approval within 12 to 24 months as specified by the funding level of service
b) Provide a business rationale for the development of the standard
c) Submit required documentation, for example, a project schedule or a monthly status report
d) Schedule meetings (in person or electronic) as appropriate, based on an agenda distributed at least two weeks prior to the meeting
e) Obtain funding to cover dedicated support when desired to expedite the standards development process
f) Use the IEEE FrameMakerTM document templates
g) Include the Sponsor on distribution of the standard as it is developed and when it is ready to begin IEEE Standards Sponsor ballot

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5.1 Working Group Constitution
The following qualify as corporate members of the working group:

-- Corporation: An entity that has a controlling body, such as a Board of Directors, that does not report to another controlling body.
-- Government agency or subdivision: An entity that reports to its parent or executive, legislative, or judicial branch of a government.
-- Partnership or association: An entity comprised of two or more principal members. In order to be a voting member, each partnership or association shall declare that it does not represent the interests of another member of the working group.
-- Consultant: An entity whose principal source of revenue is derived from providing consulting services for other institutions. In order to be a voting member in a working group, each consultant shall declare that it does not represent the interests of another person in the working group.
-- Academic institution: An educational entity that has a controlling body, such as a Board of Regents or a Board of Governors.
-- Consortia, vendor-specific user groups, professional societies, and other standards-developing organizations: The principal and alternate representatives for these types of entities may be employed by other entities that have voting membership in the working group.
-- Other institutional persons as approved by the Sponsor

In the event that, through merger or acquisition or other similar event, a working group member has its assets totally or substantially transferred to another entity, working group membership may be transferred to the new entity, provided that all provisions of membership are maintained. Any such transfer of membership shall be subject to the approval of the Sponsor.

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6. Officers
There shall be a Chair, a Vice-Chair, and a Secretary. The office of Treasurer is suggested if significant funds are involved in the operation of the working group and/or its subcommittees. All officers shall be IEEE members of any grade, individual IEEE-SA members, and must also be Designated Representatives (DRs) of entities that are corporate IEEE-SA members.

The Chair, for organizational purposes, will work with the Sponsor to submit the PAR form to the New Standards Committee (NesCom). At the first organizational meeting, the working group shall elect its operating officers in accordance with the procedures of its Sponsor, and, where necessary, Robert's Rules of Order.

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6.1 Election of Officers
The Chair shall appoint a Returning Officer to conduct an election of officers. The Returning Officer shall not be a nominee in the election and shall not vote in the election. An election will seek to fill offices that are either vacant, have an official in temporary appointment, or when the term of office has expired.

The members shall nominate to the Returning Officer one or more members for each office to be filled at the election. Nominees shall be eligible to hold the office for which they are elected. A member shall be nominated for no more than one office. The response period for nominations shall be at least 14 calendar days. If no nomination is received for an office, a temporary appointment shall be made in accordance with 6.2.

The Returning Officer shall conduct the election by letter or electronic ballot. Voting will conclude after 14 calendar days. Voting shall be by "approval," whereby each balloter may cast one approval vote for each of any number of nominees for an office. The nominee with the greatest number of approval votes shall win the election.

Election of the Chair and Vice-Chair shall be confirmed by the Sponsor.

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6.2 Temporary Appointments to Vacancies
If an office becomes vacant due to resignation, removal, lack of nomination at an election or for another reason, a temporary appointment shall be made for a period of up to six months. In the case of Chair or Vice-Chair, the temporary appointment shall be made by the Sponsor Coordinating Committee, with input from the working group. In the case of Secretary, the temporary appointment shall be made by the Chair. An election for the vacated office shall be conducted at the earliest practical time.

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6.3 Removal of Officers
An officer may be removed by approval of two-thirds of the voting members of the working group and approval by the Sponsor. Grounds for removal shall be included in any motion to remove an officer of the working group.

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6.4 Responsibilities of Working Group Officers

6.4.1 Chair
The Chair shall

a) Be an IEEE member of any grade, and an IEEE-SA member
b) Institute a "Call for Participation" to the IEEE-SA corporate and organizational membership upon initiation of the project
c) "Call for Patents" at each meeting
d) Solicit "letters of assurance" from patent holders
e) Ensure coordination with Societies as appropriate
f) Regularly attend working group meetings (including face-to-face, teleconference, or other electronic means)
g) Notify Sponsor when document is ready for balloting
h) Achieve ballot resolution

The Chair also shall

a) Be objective
b) Entertain motions, but not make motions
c) Not bias discussions
d) Delegate necessary functions
e) Ensure that all parties have the opportunity to express their views
f) Set goals and deadlines
g) Be knowledgeable in IEEE standards processes and parliamentary procedures and ensure that the processes and procedures are followed
h) Study all training materials available through IEEE Standards Development Online
i) Seek consensus of the working group as a means of resolving issues

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6.4.2 Vice-Chair

The Vice-Chair shall carry out the Chair's duties if the Chair is temporarily unable to do so or chooses to recuse him- or herself (i.e., to give a technical opinion). The Vice-Chair shall study all training materials available through IEEE Standards Development Online.

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6.4.3 Secretary
The Secretary shall

a) Distribute the agendas
b) Record and have published minutes of each meeting
c) Create and maintain the membership roster
d) Schedule meetings in coordination with Chair
e) Be responsible for the management and distribution of working group documentation
f) Maintain list of unresolved issues, action items, and assignments
g) Study all training material available through IEEE Standards Development Online

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6.4.4 Treasurer
If needed, a Treasurer shall maintain a budget and shall control all funds into and out of the working group's bank account. The Treasurer shall follow IEEE policies concerning bank accounts. The Treasurer shall study all training material available through IEEE Standards Development Online.

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7. Working Group Membership
Working group membership is by entity. An entity shall pay any funding services fee if established and shall fulfill the requirements of membership determined by its Sponsor to gain and maintain membership in the working group. An entity shall have one Designated Representative (DR) and may have more than one alternate (DRA) participating in the working group. The Primary Representative of the entity determines the DR/DRA for the working group. The assignment of a DR/DRA can change throughout the life of the working group. It is the entity's responsibility to notify the Working Group Secretary of changes to the DR/DRA assignment. Only the DR is eligible to vote on behalf of the entity for all working group matters. If the DR is unable to vote at a meeting, one DRA will be recognized at the start of the meeting to vote on the DR's behalf. Membership shall give the DR the right to vote on all working group matters.

Each DR/DRA can vote for only one member of the working group; no one representative can represent the interests of more than one member of the working group except for a temporary proxy vote.

Membership shall be granted automatically to those entities attending the first working group meeting. Thereafter, membership shall be granted after the entity attends two consecutive meetings of the working group.

The entity (member), through its DR or DRA, is expected to attend meetings as required by these procedures. The Secretary records attendance for members who attend at least 50% of a meeting's duration. Attendance at a meeting via teleconferencing and/or electronic means, e.g., Internet conferencing, shall also be permitted.

Membership status is maintained through consistent participation at meetings and through working group votes. If a working group member misses two consecutive meetings, its membership status shall be revoked. The Chair shall notify, in writing, a member who fails to attend two consecutive meetings and that has therefore lost its membership.

A member who has lost its voting privileges shall have its voting privileges reinstated by attendance at two consecutive meetings of the working group. All voting privileges and rights shall be restored after attending the second consecutive meeting. If, for reasons of personal hardship, an entity cannot attend two consecutive meetings (but that entity continues to vote in ballots taken between meetings), the working group will be consulted on the status of the entity.

The entity (members) within a working group must ensure that their representatives have a material knowledge of the project scope.

Non-members may also participate in working group activities, following the principle of openness at the discretion of the Chair. Non-members cannot vote in working group actions.

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7.1 Subgroups of the Working Group
The working group may from time to time form subgroups for the conduct of its business and determine the eligibility of working group members and observers to vote on questions within such subgroups. At the time of formation, the working group shall determine the scope and duties delegated to the subgroup. Any changes to its scope and duties will require the approval of the working group. Any resolution of a subgroup shall be subject to confirmation by the working group.

The chair of the subgroup shall be appointed by the Chair of the working group.

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8. Working Group Membership Roster
A working group membership roster is a vital aspect of standards development. It serves as a record of participants in the working group and is an initial tool if any issue of indemnification arises during the process of standards development. The Secretary shall maintain a current and accurate roster for the working group and shall distribute it to the members upon request or at least annually. All changes to the roster shall be forwarded to the Chair immediately. The roster shall include the following:

1) Title of the Sponsor and its designation
2) Title of the working group and its designation
3) Officers--Chair, Vice-Chair, Secretary, Treasurer
4) Standards Staff Liaison (if applicable)
5) Members
   a. Entity name
   b. Designated Representative (indicated by "DR") and entity address
   c. Alternate(s) (indicated by "DRA") and entity address(es)

All working group members are required to check the roster at each face-to-face meeting and verify its accuracy. If a working group meets only virtually, it shall determine a schedule to check the roster accuracy periodically.

All working group members are required to sign off against the roster at each meeting they attend, ensuring they are maintaining current membership, expressing their awareness of IEEE Standards policies, and verifying the accuracy of their membership listing.

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9. Voting
Approval of an action requires an approval vote from a majority of those votes cast from those members entitled to vote at the time of a vote (either at a meeting or by letter or electronic ballot), provided a quorum is present. Those able to vote shall be official members of the working group. Notification of the potential for action shall be included on any distributed agendas for meetings.

These actions include

1) Adoption of working group procedures, interest categories, or revisions thereof
2) Formation of a subgroup, including its procedures, scope and duties
3) Disbandment of subgroups
4) Approval of minutes
5) Approval of working group officers
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9.1 Actions Requiring Approval by Two-Thirds of the Voting Working Group Membership
The following actions require an electronic ballot or an equivalent formal recorded vote with approval by at least two-thirds of the voting members of the working group, excluding abstentions (provided that notification of the action has been included on the distributed agenda for the meeting):

1) Approval of change of the working group scope
2) Approval of termination of the working group (subject to approval by the Sponsor)
3) Establishment of fees
4) Removal of a working group officer
5) Approval to move draft standards to IEEE Standards Sponsor ballot

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9.2 Proxy Voting
Proxy voting may be allowed in the working group. If the working group elects to permit proxy voting, the following procedures shall apply.

The chair must be informed of all proxies prior to the start of the meeting in which the proxy is to be in effect. Any assignment of proxy shall be sent to the chair and the member serving as the proxy via fax or written communication that contains the assigner's signature. A proxy is not valid without written acknowledgment from the chair and member serving as proxy of receipt of the assignment.

Any one member of the working group may hold no more than two proxy votes in addition to his or her vote. Proxy voting is allowed only for those members who cannot attend the entire meeting; proxies may not be assigned for parts of meetings. A member can assign his or her proxy for no more than two consecutive meetings of the working group. The chair shall announce any proxy voting to the working group members at the start of the period in which the proxy is to be in effect.

Members serving as proxies may only vote on approved agenda items announced through the distributed agenda prior to the meeting. A member serving as a proxy must exercise his or her judgment as to the viability of instruction from the assigner when announced agenda items are amended or developed through the meeting process. Proxies may not be further assigned by the member serving as proxy.

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10. Quorum
A working group quorum must be identified before the initiation of working group business. A quorum shall be defined as a simple majority of the working group membership (i.e., the DR or DRA of each entity). A working group vote requires the presence of a quorum.

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11. Meetings
Working Group meetings shall be held, as decided by the working group, the Chair, or by petition of 15% or more of the members, to conduct business, such as making assignments, receiving reports of work, considering draft standards, and considering views and objections from any source. Meetings of any ballot review group shall adhere to the same principles as working group meetings.

A meeting shall be announced 30 days in advance to all members and observers. An agenda shall be distributed at least 14 days in advance of a meeting.

The working group may charge a meeting fee to cover services needed for the conduct of the meeting. The fee shall not be used to restrict participation by any interested parties.

While having a balance of all interested parties is not an official requirement for a working group, it is a desirable goal. As such, the officers of the working group should consider issues of balance that may arise and discuss them with the sponsor.

It is expected that participants in the working group behave in a professional manner at all times. Participants should demonstrate respect and courtesy towards officers and each other, while allowing participants a fair and equal opportunity to contribute to the meeting.

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12. Appeals
The working group recognizes the right of appeal. If technical or procedural appeals are referred back to the working group, every effort should be made to ensure that impartial handling of complaints regarding any action or inaction on the part of the committee is performed in an identifiable manner.

If the working group must conduct an appeal, it shall model its appeals process based on the appeals processes of the IEEE-SA Standards Board (see clause 5.4 of the IEEE-SA Standards Board Bylaws and clause 5.8 of the IEEE-SA Standards Board Operations Manual).

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13. Communications
Inquiries relating to the working group should be directed to the Chair, and all members should so inform the individuals who raised such questions. All replies to such inquiries shall be made through the Chair. Informal communications shall not imply that they are a formal position of the working group.

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[modified 12-October-04]

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Copyright 2004 IEEE-SA
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(webmaster@standards.ieee.org)
URL: standards.ieee.org/corpforum/
(Modified: 15-Nov-2004)
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