IEEE Meeting Summary

[Andrew Muehlfeld (Alpha - UIUC)]

Today, representatives from 17 chapters participated in a conference
call with Dr. Moshe Kam, who leads IEEE's merger committee. Did anyone
take good notes at the meeting that they are willing to share? Alpha
missed the introduction and first few questions, otherwise we would
provide ours.

The following chapters participated:

Alpha - University of Illinois at Urbana-Champaign
Beta - Purdue University
Beta Epsilon - University of Michigan
Beta Kappa - Kansas State University
Beta Mu - Georgia Institute of Technology
Beta Tau - Northwestern
Beta Theta - Massachusetts Institute of Technology
Delta Eta - University of Massachusetts - Amherst
Delta Gamma - Louisiana Tech University
Delta Lambda - Duke University
Epsilon Lambda - Vanderbilt University
Epsilon Sigma - University of Florida
Gamma Beta - Northeastern University
Kappa Phi - University of North Carolina, Charlotte
Mu - University of California, Berkeley
Sigma - Carnegie Mellon University
Theta Mu - Stony Brook University

[Darren Lo (Mu Chapter Corresponding Secretary Sp 2008)]

Here were my notes from the meeting. Sorry for not posting this
sooner.



Notes from April 1st meeting with Moshe Kam, Chair of IEEE merger
committee

Please excuse the paraphrasing.

Moshe Kam - Chairs committee from IEEE for relations with HKN
m....@ieee.org

Moshe Kam invites you to e-mail him any further questions you may
have.

1) There is some concern of whether HKN will remain distinct from
IEEE. What is IEEE's intention in this matter?
For a long time, IEEE believes that the profession needs a strong
service-oriented honor society. For many years they've looked at HKN
to serve this need.
IEEE has worked together with HKN on a large number of events.
HKN is going very slowly, unable to expand. Not particularly conducive
to growth.
HKN approached IEEE about merger, IEEE saw opportunity to expand HKN,
particularly internationally. Concluded HKN within IEEE would be a
stronger organization. Hope, but not sure, that will help with student
retention. Primary concern was a strong, service-oriented honor
society, not student retention rates. It is un-ideal but acceptable if
retention rates don't dramatically increase.
The only value of HKN is if it remains distinct and if it continues to
operate as it does under its constitution. IEEE has no intention of
changing this.
As examples, IEEE does not want to change how HKN selects members or
starts new chapters.
IEEE wants HKN to be stronger and larger.

2) How does the merger align with IEEE's values?
IEEE sees these as being aligned. Both promote excellence within
related fields.

3) Who does IEEE feel is the net beneficiary in this merger? (Question
is asked due to some concern that IEEE is getting the poorer end of
the deal)
Under successful merger, both benefit. There is no poor end of the
deal, as both organizations will gain.

4) What are IEEE's reactions to students concerns?
IEEE's received many reports from students and nationals that support,
opposition, and/or concerns. Moshe Kam is trying to speak to all
parties that are involved, and to respond as fully as possible.

5) How secure is HKN's autonomy under the merger?
MoU will be entered into IEEE bylaws. A sufficient number of board
members (2/3) can of course change these, but doing so is highly
unlikely. Board members have many things besides HKN to worry about,
so will probably just let HKN be, especially if the BoG doesn't do
anything illogical.

In order to approve, needed 2/3. The fraction of voting members who
approved the MoU was much more than 2/3. When there was opposition, it
was not generally against the idea of the merger, but about how to do
it. As a positive example, some believed that that IEEE should be
giving more money to HKN. As far as Moshe Kam could gauge, there was
extremely little opposition to the basic idea of the merger.
Opposition was mostly limited to relatively technical issues, not the
idea.

6) What is IEEE's view on HKN's finances?
IEEE has never been under opinion that it is a financial crisis, never
thought HKN would not be able to pay bills etc. But they do believe
that HKN suffers from beng "not very rich". Grand total under most
belevolent calculation of total assets is ~ 1/2 million.

7) What does IEEE intend for total fees for HKN initiates after the
merger?
IEEE never intended to increase the induction fees. They will research
what will be a good amount for induction fees. The assumption that it
will be higher is premature. IEEE wants to make sure that no fee
increase will turn away potential HKN inductees. No decision has been
made, but IEEE is not foolish, will keep this fee change in mind. The
student fees are, unlike with HKN, an insignificant part of IEEE's
income. To help illustrate this, there has been some discussion of
dropping the student fee altogether. IEEE will research what a
reasonable fee will be and work with HKN to make sure that new
initiates are not turned away by fees. It is in IEEE's interest that
HKN inducts more, not fewer members.

8) How does IEEE generally feel about the merger? Is there widespread
support, or is this the project of a small group within IEEE?
Support is widespread. The first meeting about this had several past
presidents of HKN, past and present VP of membership and geographical
activities of IEEE, president of IEEE, many others. IEEE makes
decisions based on wide consensus. These decisions were not made by a
small group, but with everybody. It was discussed 5 or 6 times before
final approval. With the way things tend to work within IEEE, if
anybody was dead set against it, then it would have been shot down by
now.


9) (some minor question about Membership data)
HKN will have free use over IEEE member data.

10) When did HKN approach IEEE about merger? When was first NDA
signed?
November 2006 signed MoU. Much earlier they were inviting HKN
presidents to come to board meetings because interested in stronger
ties. Discussion accelerated since beginning of 2007. Roughly guess
that around 1st or 2nd quarter of 2007 discussion became more serious.
Around this time IEEE was going to do "due diligence", spending
significant effort and legal fees. This was when the first NDA was
signed (Moshe Kam was not sure of exact date, but planned to look it
up after the meeting).

11) What can HKN do better?
Personal observations
HKN is not in a growth mode. The relevant segment of population is not
particularly growing, but HKN's penetration is far from improving.
Efforts outside of US are very desirable, imperative for long-term
health of HKN.
Some chapters very motivated and active, others not active or not
supported. There is very little support from HKN nationals for the
chapters. IEEE thought that what it gives to student branches is low,
but HKN chapters get even less. A larger, richer, more stable
organization can help support chapters and create new chapters
nationally and internationally to better do service works.

12) Discussion has been one way between students and HKN board. Any
chance that we can modify terms of merger, or are they set in stone?
Nothing is set in stone. Committee modified it at least a dozen times
at request of HKN. Modified it 4 or 5 times at request of IEEE.
However, it will be very hard and time consuming to change the
document.

When the documents were brought to board of directors for IEEE for
approval, one comment made by the merger committee was that the
document was already highly vetted (lots of back and forth negotiation
already took place), so it was best not to make last minute tweaks and
changes. Wording must confirm with laws of various states as well as
satisfying both parties. It was hard to get to this point already, so
expect a significant cost for changing the agreement. Also, we do not
want an endless loop of discussion, so this is another reason to
consider limiting negotiation. Some of the difficulty in making
changes lies with educating voting members and handling minute
details. The difficulty is not so much a matter of opposition. New
members of board will need to be educated as well (may not know HKN
very well).

13) Concern for chapters and student faculty. HKN does tax returns for
a lot of chapters. How may this change?
IEEE is very meticulous in making sure documents with IRS are done
very carefully and correctly. There are no concerns about how this
will go over with IRS, spent money on best legal help they could hire.
Both are 501c3 type organizations.

14) How can we vote without knowing the fees?
Same way that we elect our board of governors without knowing what
will happen to the fees. Intent is to provide BoG with as much
autonomy as it can. IEEE is not mandating fees. Very many issues not
specified, left to BoG to decide. IEEE will not intervene in how BoG
elected. There has never been a statement that HKN members must pay
the same IEEE membership dues as regular IEEE members. This will
undergo significant analysis. It will take some time before all the
arrangements will be finalized.

15) Ideas about structure of interaction between IEEE and HKN
chapters?
The agreements were careful not to specify the nature of any
interaction. This will be left to BoG. (this is in MoU). If there is a
desire to change relationship, it will be something that BoG and IEEE
will have to discuss. There is no specification about this, except to
mention which parties should talk if there is an interest in changing
the level of interaction between HKN and IEEE chapters.

16) What is plan B? What if the merger is not approved by chapters?
On the books, no plan B. Personal guesses, will probably take the 1.2
million out of escrow and put to some other use. If still want to do
it, what will it take (volunteer power and patience) to push this
through?

17) Has IEEE ever considered their own honor society?
It has been whispered, but no concrete plan ever, as far as Moshe Kam
knows (and he knows these things). IEEE has the financial means,
nobody has put it on the table so far.

18) What does IEEE see happening in terms of HKN government and
relationship with students?
Completely left governance to BoG. Autonomous issue of HKN. Moshe Kam
does hope that BoG will eventually be elected from other countries as
well as the US, but that's not really a big concern.
--
Darren Lo
HKN Corresponding Secretary, Mu Chapter
dar...@hkn.eecs.berkeley.edu

On Apr 1, 12:04 pm, "Andrew Muehlfeld (Alpha - UIUC)"

[Wes Allen (Beta Alum)]

Well, geez. From these comments, I see a LOT of problems with our
BoG! Are they completely unable to tell the truth? I almost support
the merger now simply for the fact that I don´t trust our BoG but
trust IEEE. Ridiculous.

On 13 abr, 02:37, "Darren Lo (Mu Chapter Corresponding Secretary Sp

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