C&BL Endorses Present System

September 8th, 2009

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, of Calgary, 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 recommend monitoring 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&BL, see great opportunity to achieve this strategic goal, within the framework of the current corporate, legal and governance structure of the AAPG.”