The International Society for the History of the Map
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This document explains the Society's constitutional crisis, how it began in 2016, and how Members of the Society undertook to permit the Society to continue on a properly legal footing. The details are complex and long, so have been broken down into sections:
• the Society's membership problems in 2016–17
• an explanation of how and when Officers and Trustees are elected, and the role of the Annual General Meeting [AGM]
• the situation facing the Society at the time of its AGM of 8 July 2017, i.e., the constitutional crisis
The ISHMap Constitution, adopted in 2011
The ISHMap By-Laws, adopted in 2012
The minutes of the ISHMap AGM of 8 July 2017
A Member is defined as someone over the age of 18 who has paid the membership fee in full. Membership in the society is annual and is for the calendar year (January–December). To vote in online elections, one must be a currently paid up member. Note:
• the membership fee “falls due” on 31 December for the following year; for example, fees for 2017 membership should have been paid before 31 December 2016.
• late payment of the membership fee is permitted as long as it is made “within six months of it falling due” [ISHMap Constitution §9(3), emphasis added], so one could pay the membership fee for 2017 on or before 30 June 2017.
In 2016, the Society’s website experienced severe problems in permitting people to pay membership fees or to subscribe to Imago Mundi. It even prevented some of the Officers and Trustees from renewing, including the Hon. Chair, Prof. Zsolt Török.
In the first half of 2017, the Society’s Hon. Treasurer, Prof. Leif Isaksen, offered alternative means for people to pay their subscription fees. Prof. Isaksen also reminded the Society's Officers and Trustees of the need to renew their membership, and did so several times.
Prof. Török did not avail himself of these alternative means to renew his membership and therefore ceased to be a member—and therefore Chair—of the Society as of 30 June 2017.
The ISHMap Constitution and ISHMap By-Laws lay out the nature of the Society’s Council, the councilors’ responsibilities, their term of office, and their election or appointment. The Council comprises:
• three Officers: Hon. Chair, Hon. Treasurer, and Hon. Secretary;
• up to nine Trustees;
• in addition, up to four “co-opted members” — to run membership, the website, etc. — can be appointed by the Council; they report to the Council but are not voting members.
Each Officer and Trustee is elected for the period from one Annual General Meeting to the next, a period of roughly one year. The entire Council resigns at the AGM; the new Council then takes office.
The process of electing the Trustees and Officers is defined by ISHMap By-Laws, §4.2 and §4.3:
4. Elections of Trustees and Officers
… [re eligibility]
4.2 Nominations (proposed and seconded) will be called for and Elections for trustees shall be held via the website according to the Procedures and Timetable advertised to the members each year.
4.3 The decision of the Annual General Meeting will be final.
That is, the Hon. Secretary issues a call for nominations; properly attested nominations are then voted on in an online poll. Should there be issues, then they are to be resolved at the subsequent Annual General Meeting.
Prof. Török failed in his responsibility as Hon. Chair to ensure that an online vote was taken in the Spring of 2017 for the 2017–18 Council.
The date of each AGM is fixed at the time of the previous AGM. Each must occur within 15 months of the previous AGM (ISHMap Constitution §10.2). Generally, ISHMap AGMs have been held in June/July.
It is possible to change the date of the AGM, but if so the ISHMap Constitution §11 states:
11.3 The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.
The constitutional crisis had two elements:
First, because of his refusal to renew his membership of the Society, Prof. Török ceased to be a member of the Society as of 30 June 2017. This means that he ceased to be Hon. Chair.
Second, Prof. Török had failed in his responsibility to oversee the online election of Officers and Trustees for 2017–18 prior to the scheduled AGM on 8 July 2017.
On 6 July 2017, just two days before the scheduled AGM, Prof. Török announced by email that he was not going to be present and that he was therefore postponing the AGM. It is irrelevant that
• Prof. Török acted unilaterally, without first consulting other members of the Council;
• he could have delegated the task of running the meeting to another outgoing (or continuing) Officer or Trustee; and
• he did not provide a date for the postponed AGM as required by the ISHMap Constitution §11.
These points are all irrelevant, because ... Prof. Török was no longer Chair.
Prof. Török's action was thus illegitimate.
The Members who assembled for the AGM were faced with a puzzle: no newly elected Council was ready to take over (or continue), and indeed there was no Hon. Chair to run the meeting. Recognizing that according to the ISHMap By-Laws §4.3, the decision of the AGM is final, the assembled Members elected a new Council from those present, as recorded in the minutes. (Who else could they elect?)
The AGM was quorate.
Please note that none of the three Officers intended to stand for (re)election. All will be more than happy to stand down in the next election!
ISHMap is still in need of Members: instructions to join or renew.
The Society's Members will be asked for nominations for Officers and Trustees in Spring 2018, and an online election open to all fees-paying members will then be held.
The Society's next AGM will be held 22 June 2018, in Portland, Maine, in conjunction with the Society's 2018 Symposium. Please note that the location of this Symposium was approved by the 2016 AGM, before any of these problems occurred.
In the meantime, the Officers will explore options for a new website.
Explanation of the 2017 Constitutional Crisis (this page)
ISHMap Council for 2017–18:
Matthew H. Edney, Hon. Chair
Leif Isaksen, Hon. Treasurer
James R. Akerman, Hon. Secretary
Junía Furtado, Trustee