ALERT - PROPOSED CHANGE TO CONSTITUTION

[turboplanner]

When you receive your August magazine, you'll find behind the address sheet (which a number of people tore up last month) an appointment of proxy form for two motions:

 

1 The Secretary to send to each board member and publish in the next available magazine the unratified minutes of each magazine along with the names of the attendees

 

2 The Treasurer to produce two statements to the members per year

 

These are not the exact words, just enough to let you know the Proxy document is there

 

 

[shags_j]

Poor treasurer. Is the second ammendment really necessary?

 

 

[turboplanner]

Let's not kid ourselves here or get sucked in to propaganda.

 

If the cost centres are set up correctly and there is total transparency then the figures are continuously generated by an employee.

 

If that employee has the proper qualifications, reports take a minimum amount of time and the job is well within the capacity of a volunteer treasurer.

 

Aside from that, we are not being given an opportunity to debate it.

 

 

[Guest rocketdriver]

Let's not kid ourselves here or get sucked in to propaganda.If the cost centres are set up correctly and there is total transparency then the figures are continuously generated by an employee.

If that employee has the proper qualifications, reports take a minimum amount of time and the job is well within the capacity of a volunteer treasurer. .................

Agree ... with MYOB, even I can do a profit and loss and balance sheet ..... every month if I need to ... all you have to do is put your invoices and payments into the system and reconcile the bank statements. MYOB does the rest .....

 

 

[shags_j]

We shouldn't be debating it, that's why we elect the board.

 

Admittedly I am not a management accountant but I am not sure wether any members will even view 6 monthly accounts, no matter how easy it is, it is still some work. Just my thoughts anyways.

 

 

[turboplanner]

Catch up Shags, we'll be viewing them with a microscope!

 

 

[Powerin]

Unratified minutes of each Board meeting are going to be useless as they will be a sanitized version that can be changed to be ratified and besides,how many meetings do they have per year. Was it two? Like you said, just propaganda.Scotty

As a secretary of a non-profit I can tell you meeting minutes are ALWAYS sanitized, ratified or not. They can't be, and never are, a blow by blow account of a meeting. I think we have to trust we have enough good people on the board that would blow the whistle if the minutes shown to members were misleadingly different from the official minutes.

 

 

[winsor68]

Unratified minutes of each Board meeting are going to be useless as they will be a sanitized version that can be changed to be ratified and besides,how many meetings do they have per year. Was it two? Like you said, just propaganda.Scotty

Yes but wouldn't any ratification be recorded in the minutes of the next meeting... its better than what we get now.

I guess we should all contact our reps and ask them where they stand... It would be good to know who raised the proposition... We need more info. <---full stop.

 

 

[Chird65]

OK, so we need to vote one way or the other, I will not be at the AGM, who do you appoint as a proxy. President, Secretary, other member, and can I call them by their title or does it have to be a person?

 

 

[Chird65]

... you can nominate the secretary to vote in a particular manner.David

Thanks David, So when I fill out the form do I say Lynn Jarvis or the "Secretary Recreational Aviation Australia Inc"

Chris

 

 

[Chird65]

On another issue has anyone noticed that the first individual on the form does not have room to put their name?

 

 

[turboplanner]

If you give your proxy to your favourite board member and a motion comes up for an amendment you give him more power to improve the original motion. Just need to have your favourite officially elected before you nominate and I'm not sure of the timelines.

 

 

[Chird65]

Turbo, the time lines are my issue as well, thats the reason for requesting to put in a title. Either way I would want my vote to count. The form does not allow for changes to the motion so I would expect if it was changed then the motion would need to be re raised.

 

 

[turboplanner]

Chris,Does the form allow an option of the proxy voting 'as he sees fit' on your behalf? I cannot remember if the constitution allows that. It certainly should otherwise if the motion is amended from the original motion on which you directed a vote, I am uncertain whether the proxy remains valid. What are your thoughts Tubz?

David

Whoever set the form up is telling us how to vote because our proxy can only vote in favour or against the specified resolution.

 

So if someone comes up with an Amendment to the Motion all our votes fall away and just the board members, and members present have a vote.

 

I wonder why????

 

 

[Chird65]

Whoever set the form up ...I wonder why????

The form is exactly as in the apendix in the Constitution so I read nothing into that. :big_grin:

 

see http://www.auf.asn.au/admin/constitution.pdf

 

 

[winsor68]

So... who is going to be at the meeting?

 

 

[Guest davidh10]

If you give your proxy to your favourite board member and a motion comes up for an amendment you give him more power to improve the original motion. Just need to have your favourite officially elected before you nominate and I'm not sure of the timelines.

A motion to amend the constitution cannot be amended as all members have to be notified of the motion, with the required notice period. Thus it can only succeed or fail.

 

 

[Guest davidh10]

That is true of a constitutional amendment. What about a general motion of a non constitutional change type an any general meeting, do the same rules apply David?David

A general motion that does not require a "Special Resolution" may be amended during a General Meeting by a motion to amend the motion before the meeting. Once the motion to amend is seconded, it must be dealt with before returning to the original motion.

The requirement for all members to receive notification of a motion (including the wording) and to have at least 21 days notice period is indirectly coupled to the constitution change by the fact that this process applies to any "Special Resolution" (Division 3.4 70) and a constitution change is defined as requiring a "Special Resolution" (Division 3.4 33). Regardless of whether that is stated in the organisation's constitution, it is mandated by the Associations Incorporation Act 1991, for which I have provided references. Any "Special Resolution" requires 3/4 of the votes to pass (voted in person at the General Meeting, coupled with any proxies lodged). Note that there is no special significance of the AGM to this process.

 

Note that while we all usually refer to the term "Constitution", this is a common or generic name which can mean either, both or just the latter of what is referred to officially and legally as two separate documents which are registered with the state corporate affairs department (name varies per state and from government to government), which in the ACT is currently the "Office of Regulatory Services" (already changed from that quoted on the ASIC page linked below):-

 

• "Objects of the Association" (Division 3.4 29)
   
   
  
• "Rules of the Association" (Division 3.4 31)
   
   
  

 

 

These do not stand alone, however. The Act and Model Rules also have effect, however some Model Rules may be overridden by the "Rules of Association", but others cannot. In addition, a Model Rule that is not legally overridden in the "Rules of Association" is operative.

 

While these names apply in both Victoria and ACT, they can be referred to by different names in different states. For instance the following quote from the ASIC site "A certified copy of the body’s constitution (such as Memorandum and Articles of Association or their equivalent)." As such a properly worded motion would refer to one or both of these documents as appropriate, not to the generic term "constitution".

 

* Just an interesting note for those talking about relocating the RAA headquarters. An Incorporated Association may only "operate" in its state of incorporation. If national coverage is needed, then either becoming registered as an "Australian Registered Body" or as a public company limited by guarantee. RAA is registered with ASIC as an "Australian Registered Body" (ARBN 070 931 645), which legally must appear on all public documents of the Association.

 

This ASIC page refers.