Governance change studied

C&BLC Endorses Present System

After a study of a Global Corporate Structure proposal, no change to AAPG’s present governance and legal structure is recommended, according to a report by the House of Delegate’s Constitution & Bylaws Committee (C&BLC).

“The current governance structure of the Association is well positioned for the advancement of globalization,” the C&BLC said. John Hogg, Calgary, is chairman.

The recommendation was aired at a Leadership Days gathering of over 140 persons meeting in Tulsa in late August, and was forwarded to the Executive Committee by HoD Chairman Steve Sonnenberg.

The Global Corporate Structure proposal considered by the C&BLC was an outgrowth of the Strategic Plan adopted in 2004, and was studied by two separate committees and discussed by the HoD and Advisory Council at the AAPG Annual Convention and Exhibition in Denver.

The plan also was publicized in the EXPLORER and via an extensive Web presence that was created for all members to study and comment on the plan. Scant comments were posted.

The C&BLC reviewed over two months the recommendations brought forward by the 2008-09 Global Corporate Structure Committee, chaired by Marty Hewitt, then of Calgary, now of Plano, Texas, which included findings, suggestions and input from a previous committee chaired by past president Marlan Downey.

The plan considered by the C&BLC suggested a three-step process that involved a restructuring of the Association’s legal and governance structure, with the goal to enable AAPG to operate worldwide while safeguarding the Association’s assets.

The C&BLC also recommended:

  • The Sections, Regions and headquarters conduct a Summit to improve communication, cooperation and to advance globalization throughout the Association.
  • The Advisory Council continue its annual review of the Long Range Plan as called for in the Bylaws.

The C&BLC comprises two members of the Canada Region (Hogg and Hewitt); two members of the Gulf Coast Section (Paul Hoffman and Clint Moore); one member each from the Asia-Pacific Region (Peter Lloyd), the Pacific Section (Don Clarke) and the Mid-Continent Section (Jim McGhay).

A statement by the committee said the deliberations “aired many different viewpoints on the various issues discussed. But the group was completely unified in its determination to seek the most effective ways to advance the globalization of AAPG.”

The C&BLC addressed the three-step proposal individually:

  • The first step advanced by the GCS Committee involved the formation of incorporated offices within the International Regions of AAPG.
  • “AAPG is already moving forward with plans to open offices in most International Regions, and the C&BLC supports this step and does not see the need for bylaws changes with regards to international growth through the international offices,” the committee said.
  • The second step proposed by the GCS Committee was to develop a holding company under which the Region offices will be placed as part of the overall AAPG corporation.
  • “Our discussions with AAPG staff and with legal counsel regarding the issue of liability and tort protection led us to conclude unanimously that the existing legal structure, as described in step one, is sufficient to protect the programs, staff (volunteer and paid) and financial assets of AAPG,” according to the report. “We therefore do not recommend the formation of a holding company at this time. We do recommendmonitoring with legal counsel.”
  • The third step proposed by the GCS Committee was the formation of a U.S. Region and inclusion of the Sections within the Region.
  • “The C&BLC undertook an extensive review of all aspects of AAPG governance structure, which included the EC, AC, Divisions and HoD current structures and what a potential future state could look like, and in the end determined that the diversity and flexibility of our existing governance structure will facilitate globalization,” the committee said.

Hogg wrote on behalf of the committee that “AAPG is rapidly becoming a global Association and we, the C&BLC, see great opportunity to achieve this strategic goal, within the framework of the current corporate, legal and governance structure of the AAPG.”

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AAPG Remains Committed to Future Global Development

By JOHN C. LORENZ, AAPG President and RICK FRITZ, AAPG Executive Director

As reported in the accompanying story, in-depth discussions within the Constitution and Bylaws Committee of the House of Delegates recently concluded that significant bylaws changes are not needed in order for AAPG to continue to globalize. The purposes of globalization for AAPG are to collect and disseminate petroleum geoscience, to offer a more relevant but convenient membership to geologists worldwide, to provide easier access to AAPG services and products, and to provide a liability shield for AAPG assets. The oil and gas industry already is global, and as long as it is done without damaging the strong existing base of affiliated societies and volunteers it makes sense to continue globalizing the scientific organization that serves those who work in that industry.

No process of growth is linear, because perspectives change and the milieu we swim in is fluid. AAPG headquarters staff, two ad hoc committees and a standing HoD committee have spent considerable time looking at various models for globalization, and have made different recommendations at different times. Given the recent conclusions of the C&BL committee, it appears there are fewer barriers to globalization than originally thought.

The way forward will take several forms. We will continue to build offices in AAPG Regions when and where it makes sense to do so and as there is a demand for them. These offices will be developed deliberately, with regular assessments of their financial and political health, and with legal counsel. We will monitor operations to make sure the Region members and local affiliated societies are benefiting from the presence of regional offices, and that the offices are economically solvent. Interactions with the AAPG Regions will be formalized with memoranda of understanding plus procedures and processes developed with strong input from the Regions, making it clear on both sides what is expected and what can and can’t be done in the day-to-day business of running AAPG. Similar memoranda eventually will be developed to clarify the interactions between AAPG and the AAPG Sections. And in another four or five years we can look again to see if the present governance structure is still adequate for the larger global association.

During this process, the AAPG Sections will gain by belonging to an organization with a larger, stronger membership. Scientific and business ideas developed in the Regions will more easily filter back to cross-pollinate with ideas developed in the Sections. AAPG’s stature as a scientific organization will grow with global scientific representation.

But first, let us do no harm: We must encourage global development without discouraging the strong existing system. During the coming year, members of the HQ staff and the EC will be visiting the meetings of some of the affiliated societies, re-establishing the strong bonds that have made AAPG the source of pride that it is.

See Regions & Sections Column for October