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MAPPS Considers Bylaws Change - Seeks Feedback

Posted By Jeff Lower, Thursday, December 19, 2013
Updated: Thursday, December 19, 2013
According to the MAPPS bylaws, the association has two primary membership categories

A "Regular Member Firm” is defined in the bylaws as "any firm having office(s) located in the United States of America and is engaged in the geospatial profession… "Engaged in the geospatial profession" means any private, for-profit organization where one of its purposes is the creation, collection, dissemination and application of geo-referenced graphical or digital data to depict natural or manmade physical features, phenomena, or boundaries of the earth, geospatial intelligence, and any information related thereto, including any such data that comprises a survey, map, chart, geographic information system, remotely sensed satellite or aerial image or data.”  

An "Associate Member Firm” is defined in the bylaws as "any firm engaged in the manufacturing and/or supplying of geospatial equipment, services, supplies, hardware or software, that supports but is not engaged in the geospatial profession, any firm not engaged in but with an interest in the geospatial field, and any firm meeting the definition of "Engaged in the geospatial profession" whose office(s) is located outside of the United States of America”

These categories (there are others, but this discussion only affects these two) was established when MAPPS was formed in 1982.  At that time, there were clear distinctions between firms that performed mapping services and those that sold hardware, software or supplies (e.g. aerial film).

Today, those distinctions have become blurred. A number of service firms also sell software, and a number of the hardware/software firms have services divisions.

At a recent strategic planning retreat, the MAPPS Board discussed these categories and their relevancy in today’s market.
There are three (3) differences between Regular and Associate firms in MAPPS -- there are different dues structures, only Regular firms have a vote in MAPPS, and only individuals from Regular members can serve on the MAPPS Board of Directors.

Should this change?  If so, how should it change?  Should the definitions above be merged?  Should there be one dues schedule?  Should Associates be permitted to vote and hold office?

The MAPPS Board would like the members’ feedback.  Please use this space to offer comments.  Based on the feedback, the Board will decide whether to schedule a special membership business meeting at the Winter Conference in San Diego in February. If there is sufficient support, a bylaws change will be prepared, notice to the membership will be provided, a session will be held for discussion, and a vote on a bylaws amendment will be conducted.

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Jim Van Rens says...
Posted Thursday, January 2, 2014
This keeps coming up over the years and I have verbally stated but never wrote my position.

The current structure deprives the associate members of the ability to vote and also to serve on the board. The fact that the Associate members contribute but are not allowed to vote is also seen as "unfair". These limitations are well known.

What is often not appreciated is that the current structure protects the Associate members legally. The largest potential problem for Associate members is the potential antirust violation (price fixing etc). The voting and board control firmly in the hands of the regular members protects the Associate members from accusation of using the organization with regard to antitrust compliance issues. (MAPPS may want to review its antitrust compliance program. I am not an attorney so my opinion is not legally derived)

Associate members serving on the board has to potential to expand the talent pool for board members. However, the fiduciary responsibilities (duty of care, loyalty and obedience) of a board member have the potential to set up a conflict of interest between an Associate members corporate responsibilities and the goals of the Association. The Associate member corporations may also have conflict of interest issues as well.

There is blurring of lines with the product and service offerings of various firms. In that instance, perhaps something pragmatic such as Firm A with activities in both the service and hardware/software areas should pay dues in both categories. Its service employees and entity are eligible to vote and serve on the board while the "Associate" colleagues and entity are not allowed to vote or serve on the board.

Overall the distinctions have served the organization and its members well over the years. It is not perfect and perhaps we need to do some tweaking to facilitate the realities of the changing marketplace. I fall onto the side of the argument that says the distinction between the Associate and Regular members work well.
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