Bylaws Amendment from the HOD Constitution and Bylaws Committee
to Chairman of the AAPG House of Delegates
JANUARY 17, 2000
to the Chairman of the House of Delegates on January 17th, 2000
on the 2000 HOD Annual Meeting Agenda for Sunday April 16, 2000
with the Rules & Procedures of the AAPG House of Delegates (Article
III, Section A, subsection 1, paragraph (d), subparagraph (2)),
and in accordance with the Bylaws and Constitution of the American
Association of Petroleum Geologists, the HOD Constitution &
Bylaws Committee has dutifully performed its annual review of the
Constitution & Bylaws of the Association. In accordance with
same said subparagraph (2); we are pleased to propose the following
resolutions for placement on the Agenda for the Annual Meeting of
Resolution for "Equivalency in Time Period between
the EC & HOD in Amending the Bylaws" to be known
as the "Bylaws Amending Time Period Equivalency Amendment".
is our unanimous finding that the process for amending the
AAPG Bylaws, as outlined in Bylaws Article XIV, is in need
of substantive change. We propose to bring the Bylaws amendment
procedures into equivalency between the AAPG Executive Committee
(EC) and the HOD. Presently, the EC may propose a Bylaws amendment
up until 2 months before the HOD Annual Meeting, whereas the
HOD must pass a resolution for amendment in the form of a
committee report or motion from the floor at one annual meeting,
and then wait an entire year until the next Annual Meeting
to vote on the actual change to the Bylaws. This should be
facilitated by changing the Bylaws to provide for granting
the three elected HOD officers, along with the Chairman of
the C&BC, the same type of authority to propose (by majority
vote) Bylaws resolutions for advancement to the House of Delegates
as "Resolutions of the House of Delegates", with
the same authorization ability as the EC. Both bodies of AAPG
government should also be subject to the same time frame for
submission of any amendments. We also believe that 50% more
time should be provided for consideration of all resolutions
for amendments from any of the three sources: the EC, the
HOD, and the third way, by 50 signature petition (See Article
XIV, Section 1). Thus, we propose changing from "2 months"
to "90 days", the time period for submission to
the membership, as stated in Article XIV, Section 3. This
would allow the HOD to move its own legislation through the
HOD within the same time frame as any proposed by the Executive
Committee. Presently, it takes two Annual Meetings of the
HOD to advance legislation, while the Executive Committee
could propose Bylaws amendments up until 2 months before the
Annual HOD Meeting. Under our proposal, the officers of both
bodies, as well as any 50 member petition, will have the right
to bring forth Amendments to the Bylaws at the next Annual
Meeting, but with at least a 90 day member notification period.
Resolution for the "Elimination of the Affirmation
of Legality Requirement" to be known as the "Legality
Requirement Elimination Amendment."
our unanimous finding, based on opinion of Legal Counsel Blackstock,
that the process of asking the Executive Committee to affirm legality
is not necessary to assure compliance, or comply with any law.
Counsel Blackstock has informed us that this procedure, the affirmation
of legality by the Executive Committee of all amendments to the
Bylaws, as described in Bylaws Article XIV, Sections 2 & 3,
is not necessary to legally enact a valid Bylaw Amendment. If
an amendment is illegal, as it pertains to a statute or regulation,
then it is unenforceable. This language and its procedure has
led to confusion of its meaning, and unnecessarily creates an
additional need for Executive Committee conferencing. The special
1998-99 COCBAP Committee was specifically created to investigate
and review the meaning of the word "legality". In its
unanimously supported final report, it stated: "Legality
as set out in Section 2, Article XIV of the Bylaws should be interpreted
literally. The Executive Committee's determination of legality
for proposed, Bylaw amendments should be limited to the mechanical
process as outlined in the Bylaws'. It should not include a ëbroader
responsibility which includes consideration of the intent, purposes,
and spirit of the Association and all of its governing documents'."
Since this process has created false and misleading impressions
on the part of some past Executive Committee members, we propose
that the language in Article XIV, Sections 2 & 3 pertaining
to "affirmation of legality " and " determine legality"
be removed, so as to avoid any future potential misunderstandings.
Resolution for the "Release of All AAPG Election
Results to Individual Candidates Only, and Specific Only to
Their Individual Races", to be known as the "Election
Results Release Amendment".
our unanimous finding that the further handling of all numerical
AAPG Election Results needs to be stated in the Bylaws, so as
to provide more information to candidates and help them assess
their efforts. Many individual candidates would like to know the
specific numerical results of their specific race for AAPG office.
It is only fair to both the winner and loser that if they so desire,
by written request, that either one or both be given the specific
numerical results of their individual election contest. This would
eliminate further secrecy in the organization, and allow present
leadership, the ability to release these results to the candidates.
A written request from the candidate would be required in the
Bylaws language, but they would not be bound by any secrecy requirement
and could freely discuss them, if so desired. The Bylaws are silent
on this release issue at present, so this would be a clarification,
as well as a policy statement for the future.
Resolution for the "Elimination of the word 'suitable'
in Article V, Section 5", to be known as the "Eliminate
our unanimous finding that, although this proposal is already
a part of the established "Nomination Process Bylaw (NPB)
Amendment", to be voted on in this year's HOD meeting, that
we need to pass this resolution forward in case of defeat of NPB.
We want to provide for at least the elimination of the word "suitable"
next year from Article V, Section 5, so it can be voted on at
the Denver HOD meeting. Again, we're only doing this as an effort
to ensure that the HOD can bring this important change forward
at next year's Annual Meeting. Of course, passage of Item ëA'
(above) in Denver next year, would also provide for a smoother
and more timely submission process. Here's a good example of why
we need an easier HOD process for Bylaw amendment (see Item ëA'
above) It is critically important that the word "suitable"
be eliminated, because its meaning is not defined anywhere in
the Bylaws, and would be very difficult and awkward to do so in
Bylaws language. If a member is nominated by the Advisory Council
as an EC officer nominee, then said nominee should be accepted,
whether or not he is suitable to other members. The ballot box
determines ultimate member "suitability", and members
need not be eliminated from consideration in any other way, once
nominated by the Advisory Council.
Resolution for "International Region Delegate Election
Clarification", to be known as said Amendment
our unanimous finding that there should be a "housekeeping"
clarification to the new International Region portion of the Bylaws,
so it is blatantly clear that all Delegates to the HOD from the
International Regions must be elected from ballots mailed to all
Region members, whether the Delegate seat is an at-large seat
across the Region, or specific seat allocated to just AAPG members
associated with a specific Affiliated Society. It shall be further
clarified that any AAPG (voting) member that wishes to run for
Delegate from any Delegate-electing entity, shall be allowed to
be a nominee and have their name placed on the ballot for the
specific entity to which they have chosen to be assigned at headquarters.
Research Finding: Our Preferred Designation of AAPG "Board
of Directors", as requested by the 1999 HOD C&BC Report.
our unanimous finding that after further research and review,
as requested by the recommendation contained in the 1998-1999
C&BC Report, which was accepted by the 1999 House of Delegates,
that the 1999-2000 C&BC Committee cannot presently find sufficient
justification to propose a resolution for the changing of the
Bylaws designation of the AAPG "Board of Directors"
to the House of Delegates, from its present designation of the
Executive Committee, as contained in Article III, Section 1. We
have reviewed written legal opinions from Proponent Attorney and
member Bob Sabate, as well as opposing legal opinion from AAPG
Legal Counsel Craig Blackstock. Our present conclusion is that
to change the designation would most notably: 1) impede the signing
of contracts, 2) impede the approval of changes to the benefits
plans, and 3) impede the opening and closing of AAPG checking
accounts, all of which would be required by vote of the HOD. We
are required to report back to the HOD on this recommendation
from the 1998-1999 C&BC Report, and presently intend to not
recommend any change to the "Board of Directors" designation,
and have no resolution pertaining to this issue to place on the
agenda for the 2000 HOD Annual Meeting.
concludes our C&BC's request for the placement of proposals
for the Bylaws Amendment on the Agenda of the HOD, at least ninety
(90) days prior to the Annual Meeting. In accordance with the aforementioned
Rule & Procedure of the HOD, we will be prepared to "explain
the purpose, function, and significance, of such proposed amendments"
at the Annual Meeting, and in our C&BC final written report.
these proposals will be placed on the agenda, and look forward to
championing these changes.
"Clint" Moore, Chairman
HOD Constitution & Bylaws Committee
AAPG House of Delegate
In this issue ...
last column, I have inherited an ad hoc committee assignment from
John to review possible liaison assignments for the office of Chairman-Elect.
The committee is composed of the four immediate past Chairmen and
the two candidates of Chairman-Elect of the HOD. We are well on
our way to a division of labor to relieve some of the load that
falls on the Chairman's shoulders. Since the Chairman is a member
of the AAPG Executive Committee as well as HOD leader, we are striving
to make the Chairman job a little easier, and at a most fortuitous
time for me, I might add!
participated in the first-ever Mid-year House of Delegates Meeting.
The time was well spent organizing, discussing, and evaluating issues,
concerns and even organization of the HOD. The participation of
officer candidates in the deliberations was beneficial to continuing
efforts of the HOD. Having Ray, Marlan, Terry, and their spouses
join us for dinner provided an opportunity to coordinate with the
of questionnaires sent out in the November issue of The
has begun to ebb recently. This would refer to the "Requested
Poll Questions" insert regarding the number of past-Presidents
and past-HOD Chairmen serving on the Advisory Council. I will be
making a report on the results of this survey at our meeting in
New Orleans. That report will only be as valid as the number of
questionnaires upon which it is based, so I really need your help.
If you haven't sent in your questionnaire yet, please take some
time to do so and send it to me. Thanks.
John and Deborah have added their e-mail addresses at the end of
their columns, I will offer the same advanced communications technology.
If you have any questions, comments, issues or concerns, please
contact me at .
House of Delegates