In some years, but not all, there are internal or external issues that dominate most of HGS Board’s year. Last year at this time, John Adamick reported it was adapting to the consequences of Harvey that dominated HGS, because of the disruption the historic flooding caused during August 26 -30. For HGS, Harvey culminated in the June 6 and 7, 2018 HGS Continuing Education Committee’s conference, Flooding in Southeast Texas: The Science Behind the Floods, on. However, many individual members are still recovering from the aftereffects of the flooding.
This year the Board has been confronted with the necessity to modernize and rectify the HGS Constitution and By-laws, as well as to help address the challenge to the livelihood of 528 of our members, because of the Sunset Advisory Commission’s first recommendation on August 2, 2018 to abolish the Texas Board of Professional Geoscientists and licensing of Geoscientists in the State of Texas.
In general, it is the job of any Board of Directors to jointly oversee the activities of the organization, including setting policy, objectives, and overall direction, adopting bylaws, hiring, monitoring, evaluating, the office director and staff (www.boardeffect.com). When discovered, each Board should rectify issues when we have gone off the rails from our governing documents, the HGS Constitution and By-laws (http://www.hgs.org/sites/default/files/HGSConstitutionAndBylaws_approved...). The HGS Constitution and By-laws are fairly simple documents that defer to Robert’s Rules of Order on issues not addressed in our Constitution and Bylaws. Since HGS is incorporated in the State of Texas, we are subject to the Texas Business Organization Code unless our Constitution and By-laws and Robert’s Rules of Order specifically addresses an issue. We have discovered 2 issues this past year where HGS has gotten off the rails over the years, specifically:
1. the issues of the necessity of doing annual audits and
2. the issue of using remote communication, telephone conferencing, video conferencing, and the internet, for Board meetings.
It was discovered during the beginning of October 2018 that our accountant had not completed the 2015 audit he was contracted to do. Furthermore, it was discovered that although annual audits are required by our Constitution, because of the cost, a previous Board changed the audit frequency to every 3 years in the Policy Manual. The change should have been submitted to the HGS Membership as a change to the Constitution and By-laws. We received the 2015 audit on December 31, 2018. Shortly thereafter the accountant was fired and the search for a new firm began.
The second issue has to do with using remote communication. Many of you are aware that I am a strong advocate of the use of remote communication to help increase communication and participation within HGS, since HGS is geographically challenged. In this age of very good communication, it seems only natural that the Board of Director could use remote communication for Board meetings. In fact, during 2016 the Board started allowing the use of telephone conferencing. Its use continued the following year and to this year. Afterall, the use of remote communication was codified in the Texas Business Organization Code during 2006 with each person’s consent:
“In accordance with the Texas Business Organization Code (TITLE 2 CORPORATIONS CHATPER 22 NONPROFIT CORPORATIONSSUBCHAPTER A. GENERAL PROVISIONS Sec. 22.002. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY. Subject to the provisions of this code and the certificate of formation and bylaws of a corporation, a meeting of the members of a corporation, the board of directors of a corporation, or any committee designated by the board of directors of a corporation may be held by means of a remote electronic communications system, including videoconferencing technology or the Internet, only if:
(1) each person entitled to participate in the meeting consents to the meeting being held by means of that system; and
(2) the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.”
However, this year, the full board did not consent. In addition to that, it came to light that for the first time the latest version, 2011, of Robert’s Rules of Order requires that “…a board or any assembly, committees that are expressly established by the bylaws can hold a valid electronic meeting only if authorized in the bylaws to do so.” So, our bylaws must be changed to allow for remote communication. Remote communication will encourage participation in our governance by people who sometimes travel or otherwise cannot attend every meeting in person.
Historically, changes to the HGS Constitution and By-laws have been written by the Board of Directors. Last Fall when the need to change the By-laws first surface, no one stepped forward to undertake the task, due to personal time constraints. But during the search process for a new accounting firm, after we mentioned we had identified needed updates to our Constitution and By-laws, we were given the name of an attorney whose specialty is updating governing documents especially for non-profits. The Board decided the most efficient thing to do was to hire the attorney to make suggestions for needed changes to our governing documents. That is in progress at this time. I cannot tell you at this time if other changes will be recommended. Once those suggestions are reviewed by an ad hoc committee and voted on by the Board, you should expect to receive the opportunity to vote on amending our Constitution and By-laws. Article V of our Constitution says “Adoption of such amendments shall be by secret ballot in which approval is given by at least two-thirds of the total number of members voting. The proposed amendments to the Constitution and a ballot shall be delivered in both electronic and hardcopy to all members, and submitted to the Active members for vote using online ballot or paper ballot through the postal mail. Ballots must be received no later than forty five (45) days from the date that ballots are mailed and available through the HGS website.”
I hope you will all carefully consider any changes you are sent. Our governing documents need to be updated.
The other issue that was a common thread for most of the year, at least for a significant number of our members, was the fight to reverse the Sunset Advisory Commission’s (SAC) initial recommendation on August 2 to abolish the Texas Board of Professional Geoscientists (TBPG) and repeal the Texas Geoscience Practice Act. If it had been taken to conclusion, there would have been no licensed Geoscientists by Texas starting September 1, 2019. But I am happy to report that as of May 14, the amended Texas Geoscience Practice Act has been reauthorized. It has been quite a ride with ups and downs as a dedicated group, guided and informed by lobbyists, talked with legislators and their staffs to educate them about what geoscientist do and tell them the importance of licensing to ensure that geoscientist meet a minimum standard to ensure they are qualified and capable to perform the tasks with which they are entrusted. A surprising number of legislators and their staffs thought geology is a sub-specialty of engineering.
There are 528 licensed HGS members, 17% of our membership, and half of the licensed geoscientists in the Greater Houston area, most of whom practice in the areas of environmental and engineering geology. Most of those licensed members require a license for their jobs and most use their license on a daily basis. The remaining 83% of HGS members more than likely practice in the upstream Oil and Gas industry, which is exempt from needing a license. However, those 83% need licensed geoscientists who are capable and qualified to cleanup any oil and gas spills along the product chain from drilling to the consumer. They help enable the sale of a generator’s prospect, because the product can be produced in a manner to protect public health, safety, welfare and the State’s natural resources, including water.
HGS helped in the effort, as did many other organizations. At our August 7 meeting, the HGS Board approved sending an email to all HGS members informing you about the issue and asking for your participation by writing letters during the Public Comment period and giving testimony at the August 30 hearing in Austin. Also approved was to submit a letter on behalf of HGS supporting the continuation of the TGPB.
During August, a self organized work group of licensed geoscientists that was organized during June, realized that reversing the SAC decision would require more time and expertise than working geoscientists have, as well as being more expensive than any one entity could afford. An umbrella organization, the Texas Geoscience Council (TGC) was formed on the behalf of all geoscientists in the State. The initial stated mission of the TGC was to unite the geoscientific community to work together to accomplish three goals:
1. Immediately protect geoscience licensure and the Texas Board of Professional Geoscientists through the 2018 Sunset review process.
2. Immediately illustrate for the Texas Legislature the many important ways that geoscientists serve Texans and the critical role of geoscience licensure.
3. Long term campaign to educate the Texas public about the various practices of geoscience, and how they impact public health, safety and welfare.
During September, HGS also made a voluntary donation to help with startup costs for TGC. That original HGS donation was subsequently, completely reimbursed to the HGS General fund by licensed geoscientists in HGS through cash donations and the profit generated from a 2-day short course covering Hydrogeology and a field trip to surface faults of West Houston, both organized by the Environmental and Engineering Group.
Looking forward, the Sunset Commission has already announced that the TBPG will come up for Sunset during 2024, at the same time as the Texas Board of Professional Engineers (TBPE), so they can be evaluated together to assess the possibility of merging the 2 agencies, as was one of the options considered this time. The TGC’s long range plan to educate the public, as well as Legislators, about the various practices of geoscience, how they differ from engineering, and how we protect public health, safety and welfare is now the primary focus of TGC.