Dear Editors: October will mark the possibility of real change in the relationship between SEG and its Sections and Associated Societies. In SEG, the terms Section and Associated Society are synonymous. The requirements for status as a Section of the SEG are exactly the same as the requirements for status as an Associated Society. The rest of this letter will use the term “Associated Society” instead of “Section.” One could question the reason why a professional society would petition SEG for status as an Associated Society. To find the answer to that, you have to go back to 1947 when a version of the current SEG Constitution was written. It established a Council made up of Associated Societies. The Council was and still is SEG’s ruling body. Each Society sent a proportionate number of representatives to the Council meetings. Any changes in the Constitution or Bylaws must receive a two-thirds affirmative vote of a quorum of the Council. The Council also annually approves the Officer and Committee reports from the Executive Committee and other business items. The proportional representation to the Council lasted until Districts were established back in the 1980s. At that time, representation from Associated Societies was reduced in favor of Districts that had members who were not members of an Associated Society. That is the background to what may occur at the Council meeting at the 2010 Annual Meeting in Denver in October. If the Executive Committee’s proposed changes to the Constitution and Bylaws are approved, the relationship of Associated Societies to the SEG will radically change although on the surface it may not seem like much. A major contention is that the proposals remove the requirement for Council approval for any change to SEG’s Constitution and Bylaws. Clearly stated, if a future Council approves changes, all is well and they are submitted to the membership for a vote. If the Council disapproves, the Executive Committee may go ahead and submit the changes to the membership for a vote despite the Council action, a 180° change. In other words, under the proposed changes, the Council serves no purpose. It is superfluous. If the Council is superfluous, one can only imagine the feelings of future Council Representatives (if any attend). We feel that closer ties to the Associated Societies and Districts strengthen SEG. District Representatives have been left to wonder who they represent. They are enjoined from joining nearby Associated Societies. We need to have communication between Associated Society representatives and District representatives. We need to greatly expand communications. To make District representation viable, we need to empower representatives. For all the above reasons, we oppose the currently proposed changes to the SEG Constitution and Bylaws and the Council Representatives from the Geophysical Society of Houston will vote no to those changes in the Council Meeting in Denver. The Council Representatives from the Geophysical Society of Houston are: Bob Wegner (president), Frank Dumanoir (prior past president), Jim Schuelke (president-elect) and Lee Lawyer (Council Representative). In addition, this view has been endorsed by the following members of the GSH Board of Directors: Mike Graul (past president), Dave Carlson (first vice president), Fred Hilterman (first vice president-elect), Paul Schatz (second vice president), Cecelia Baum (second vice president-elect), Bruce Moriarty (treasurer), Eric Lyons (secretary), and Gabriel Perez (editor). Note: This letter and replies also are scheduled to appear in the GSH Journal. back to top
Response from Executive Committee and Constitutional and Bylaws Committee representatives: We thank the Geophysical Society of Houston Council Representatives for raising the visibility of the proposed Bylaws through their letter to the editor. The accompanying letter’s authors observe a change in Council authority in the proposed Bylaws. The starting point for this proposed change in Council authority is the fundamental inconsistency between the SEG’s Constitution/Bylaws and our Articles of Incorporation. The Articles of Incorporation state that the Executive Committee is the governing body, while the Constitution assigns this role to the SEG Council. SEG is a society of its members, and the proposed change to the Council’s current ability to prevent a ballot from going to the Active Members would strengthen the Society’s member-driven culture. Active Members—those who meet the criteria for such membership, elect the officers, and ultimately vote on critical matters—represent all SEG members who pay dues to and receive benefits from the Society. The proposed Bylaws would give them ultimate decision-making authority. Consider the makeup of our Council. It is a combination of District and Section representatives. District Representatives exist in order that all Active Members have representation on the Council. In many parts of the world (including parts of the United States), there is no established Section, and there is no requirement by the SEG for members to belong to a Section (Associated Society). District Representatives are directly elected to the Council by Active Members not represented by Sections. Section (Associated Society) Council Representatives are not elected by Active Members; they frequently are either former Section officers or appointees of Section leaders. As a result, from both a member and regulatory perspective, there is a lack of transparency in this system. This only becomes important if the Council were to assume the role of a Board of Directors, to have ultimate governance authority. The proposed Bylaws create a Board of Directors as the ultimate authority. (The proposed document contains only Bylaws; it does not include a “Constitution.” There is no additional document.) This is the normal practice in most corporations, including many of our Associated Societies (for example, the Geophysical Society of Houston). Unlike under the current Constitution and Bylaws, Active Members would vote on all proposed Bylaws changes. Under the proposed Bylaws, the Council would elect its own Chair, who then would serve on the Board of Directors. The coordination and communication role of the Council would not be altered, nor would the intent to utilize the annual Council meeting as a “sounding board” for the Society. There would be no radical change in the relationship of Sections (Associated Societies) to the SEG. Currently, the Council must endorse changes proposed to our Bylaws and the Council has veto power over the Executive Committee directly taking changes in the Constitution to a vote of the Active Members. Under the proposed Bylaws, the Council would retain all the authority it normally exercises at the annual Council meeting but would not act as the Society’s highest governing body. The Council also would relinquish numerous responsibilities that are defined in the current Constitution and Bylaws that they do not, in fact, fulfill but instead “silently” delegate to the Executive Committee. This constant delegation without regular oversight fails to meet the standards that a group that purports to be a “governing body” typically should observe. In the proposed Bylaws, a Board of Directors (directly elected by the Active members) would become the representative authority, thereby increasing the involvement of the true owners of the Society, the Active Members. It is important to point out that no new mechanism has been created to bypass the Council (“180-degree change”) as stated in the associated letter. Under the current Constitution, the Executive Committee, acting as normal Active Members, has the right to create a petition signed by at least 5% of the Active Membership in order to take an issue directly to membership ballot, regardless of Council vote (Article XVII Review by Members). The only change in the proposed Bylaws related to this process is that the procedure for resolving any conflict between the Board of Directors and the Council is stated clearly. It is difficult to argue against utilizing an existing procedure that allows the Active Members to be the final arbitrator. The letter writers’ concern raises the question why decrease the authority of the Council when the proposal could have been to alter the Articles of Incorporation to acknowledge the Council as the ultimate representative authority? This route would have kept the Council’s present authority. The answer lies in recent U.S. history. During the last decade we have witnessed an increased number of U.S. scandals surrounding inattentive representative bodies in both for-profit and not-for-profit corporations. (Think of the scandals surrounding Enron and the American Red Cross.) As a result, the courts and the legislatures have raised their expectations for such bodies. The representative bodies must meet more frequently than yearly, personal absences from the meetings are the exception and not the rule, the individual members of the representative bodies must be attentive to the operation of the corporation in order to fulfill their responsibilities, the bodies must be large enough to collectively perform their duties but not so large as to inhibit fulfilling their responsibilities, and the means of representation must be transparent to the members. In addition, on occasion, the names of the individual members of the authoritative body may need to be reported to appropriate regulatory agencies. The present Council does not fulfill any of these requirements. If you wish, you may think of the proposed Board of Directors as a body designed to be able to fulfill those responsibilities while allowing the Council to act both as a “gatekeeper” on behalf of the membership and to provide a formal structure for transferring the wisdom of the Associated Societies and the most involved members of the Society to the Board of Directors. In summary, the proposed Bylaws would be inconsistent if the Council’s authority were to be unchanged in the face of the Articles of Incorporation that would state that the Board of Directors is the governing authority. The current Council structure does not meet the requirements as our governing authority. This in no way reflects upon the quality of our Council members or the benefit the Society receives from them; it is simply a matter of improving our governance structure. To become further informed, we invite you to read June, September, and October TLE articles on the proposed Bylaws change in addition to the information present on the SEG Web site. — Steve Hill, SEG President
— Joe Reilly, Chair Constitutional and Bylaws Committee and the Strategic Governance Review Subcommittee back to top
Response from Lee Lawyer: Dear Editors: To be brief and to the point: The discussions for governance change in the SEG have been going on for a couple of years. The first recommendation was to discard the participation of Associated Societies in the governance of the SEG, that is do away with the Council, which has been in place for 63 years. This was accompanied by the recommendation to abandon the right of review by the membership. The current published proposal doesn’t discard the Council but downgrades its role in the SEG to an advisory capacity. The impetus for this last move was the inconsistency of the Oklahoma Articles of Incorporation and our Constitution. The Articles did not mention the Council. The Constitution states that the Council is the ruling body of the SEG. There are two sides in this discussion. We can leave the Articles of Incorporation alone and rewrite the Constitution and Bylaws or we can amend the Articles to conform to our 63-year-old Constitution and change very little. It’s as simple as that. We can talk about best practices and theoretical management structure or “an increased number of US scandals …” such as Enron and the American Red Cross(!!) but the decision is whether we keep the Council that is made up of Associated Societies and Districts from all over the world or we turn our governance over to a Board of Directors without the leavening effect of the Council. You decide. Let your Council Representatives know what you think. The leadership of the Geophysical Society of Houston is for staying with our active participation in the governance of the SEG through the current Council structure. — Lee Lawyer, Council Representative back to top | 
