coljones Posted May 20, 2012 Posted May 20, 2012 Someone was heard to say, more or less, that "The Annual General Meeting is September, in 4 months. To support the motion for constitutional change at that General Meeting, it would be advisable to have an article published in the Magazine outlining the proposed changes and why the members should support the changes. The Motion(s) for Constitutional change will need to be formally notified to the Members with the Notice for the AGM. The Notice for the AGM has to be included in the August edition of SportPilot with a deadline of Wednesday, 11th July, 2012. The 11th July 2012, is a mere 7 weeks and that will arrive very quickly." Thanks Andy ================================================================ Dear All, It would be nice if the skeleton of the proposal were to be run through some forum first so that supporters can add appropriate meat (detractors can postulate alternatives). That the representation model needs to be changed is one of those issues but no-one, including me, has put up a model - Do we want a smaller but more inclusive board drawn from all the membership across Oz - goodbye to the Tas, NT and maybe WA reps? - Do we want a more representative board, where Vic, NSW and Qld have the same number of reps - 1 more for Vic and 1 less for Qld? - Do we want one rep from each state and territory each elected for 2 years - and the vast majority on the eastern seaboard can get stuffed? - The control of RA-Aus is a little narrow, a 3 person exec is too small. It should be increased to 5 by the addition of a senior and a junior vice president. - We probably need to re-run the change to the number of Qld and Vic Reps to bring a semblance of equity - should we have a rep from ACT in place of a rep from NSW? (how about a rep from Sydney?) - I can't find the bi-laws on either website but the one about how to count votes needs to be fixed up and less subject to the quaint views of secretaries or lawyers. - The explanation of proxy forms operation needs to be better formed. The last lot was a dogs breakfast and anti-democratic. Col
Guest Andys@coffs Posted May 20, 2012 Posted May 20, 2012 I have the most recent versions of the RA Constitution, and the ACT incorporated associations ACT and another model document, however in each case they are between 300 and 400k in size which exceeds the maximum allowable file size. The documents I have are more recent then thos on the RAA website. I dont have acces to a reliable internet facing webserver that I can use Is there any way if I email them to one of the moderators or Ian that they can be attached to this thread for people to view? Its hard to suggest change if people dont know what the starting baseline is? Andy
ahlocks Posted May 20, 2012 Posted May 20, 2012 Try now Andy. The file size limitation has been temporarily altered to permit you to post them.
coljones Posted May 20, 2012 Author Posted May 20, 2012 The constitution is at http://www.raa.asn.au/about/constitution/ - NOTE: This is the old one from 2010 - see Andy's post below for the new, Sep 2011, version but we also need the bi-laws and probably the code of conduct. These I can't find. Col
Guest Andys@coffs Posted May 20, 2012 Posted May 20, 2012 Col The one on the site is old , the newest one is attached as well as some additional and important documents that also need to be read. Thanks Steve, appreciate the accomodation Andy RA-Aus Constitution V11 September 2011.pdf ACT Assoc Incorp Act1991-46.pdf Model Rules Regulation1991-31.pdf RA-Aus Constitution V11 September 2011.pdf ACT Assoc Incorp Act1991-46.pdf Model Rules Regulation1991-31.pdf RA-Aus Constitution V11 September 2011.pdfACT Assoc Incorp Act1991-46.pdfModel Rules Regulation1991-31.pdf
David Isaac Posted May 20, 2012 Posted May 20, 2012 RAA Code of conduct. This is the one pre the modification to remove the particular draconian confidentiality requirements. I don't have the new one but will try and get it from one of the Board. RAA Code of Conduct.doc RAA Code of Conduct.doc RAA Code of Conduct.doc
David Isaac Posted May 20, 2012 Posted May 20, 2012 Can someone tell me why the website does not have the latest constitution up when we amended it at the 2011 AGM. Of further concern is that the Bylaws are nowhere to be found on the website. The Bylaws are as much 'Rules' of this association as the Constitution is and yet they are not available on the web either. Why aren't these critical documents up to date and available to members?
David Isaac Posted May 20, 2012 Posted May 20, 2012 From the RA Aus Resignations thread : Its interesting that we debate this point on a forum that has equal access australia wide. Im of the view that States in Australia are becoming a historical irrelevance and personally will ring anyone anywhere to find out whats going on. I cant believe for 1 second that a decision made by the board will in anyway be a function of anything that is state based? Can anyone tell me something that our board would have to decide on that in reality has anything that is a function of statehood where that function is actually aviation related and not a result of existing state or federal legislation? Is anyone truly scared that it would be bad for all power in a board to concentrate south or north, east or west? If you are scared why, what is it at a practical level that concerns you? As a northern NSW resident I would generally ring the best person on the board to deal with my query rather than limit myself to a board member in say Narromine just because they were a NSW rep.... When it comes to specific roles the treasurer is the treasurer no matter where he lives and if I have a financial question then its him (or her) that I'll ring. As to board size, I dont think there is an absolute correct number inside the realms of reason (that is I have a view as to practical maximums (10 IMHO) and minimums (6 IMHO )) rather it to me appears as function at present of individual personalities. An old established clique will be as effective at maintaining their influence over newcomers whether the remainder of the board outside the clique is 3 or 10. The more important question to me is, if we have the clique (and Im not claiming we do or don't), how do we transition to a more collaborative and inclusive board? perhaps there needs to be a limit on how long a member can be a representative. Say a maximum of X continuous terms, a minimum of Y years before offering to do it all over with anyone who currently on the board and who currently exceeds the X measure at transition time to be considered to have reached 1/2X (so we don't throw out all experience and knowledge immediately). The same would not occur with Y. Andy I largely agree with you. Folks, I believe our current flat structure of 10,000 members to 13 Board members and nothing in between is the basis of our current dysfunction in my humble opinion and I would like to test the water on support to put a State based ‘Chapter structure’ in the Rules. The Chapter system could be considered as the members voice and would place some hierarchical structure around members to Chapter Reps to Board members. We could have the Chapter structure open and say that there a must be a minimum number of XX paid up members to form a chapter and each chapter can elect a representative (or one representative per XX members) who will be the Chapter mouth piece (that will need to be enshrined in Chapter rules) effectively the members representative. The chapters could meet quarterly to discuss RA Aus issues or more frequently if they so wish. This will give members an interactive voice away from the forum environment and in all probability provide for far greater and more accurate member feedback. In the longer term I believe that 13 Board members elected on a regional area basis and not on Board member competency basis is also a significant contributor to potential dysfunction, so I think we should throw all this open to some discussion. Andy raises some good points challenging the need for parochial state based Board members and so does WINSOR 68. I am convinced such a State based Board structure would not be necessary if we had an appropriate members representative chapter style structure in place first; and in areas where the members can't be bothered to form a chapter ... well they don't need to form a Chapter and probably don't care. The members that do care should have a collective voice at the local level. The Chapter reps should have communication rights with the Board enshrined in the rules, and if the reps don't perform they can be removed by the chapter members via a process enshrined in the rules and if the Board do not perform they can be removed by a general election at the AGM. There are other things that need reviewing in the constitution such as: Junior membership (Membership classes, Junior members not defined in the constitution) Proxy voting (what we have is a sham) Tidy up the wording around the preferential voting system The power of the Board around the establishment and amendment of by laws. Structure of the executive All of the above are problematic in the current constitution. Over all I think we need a rewrite, but I believe the above need immediate action. We could start with the above for a short term amendment and form a new document over time. Constitutions (Rules) of Associations are quite tricky and need extra consideration as to the implications of any rule in application in an organisation as large as ours, after all we are considerably larger than the typical P&C and local associations the model rules were originally designed for. EDIT: Added some extra comment and corrections. Regards, 2
coljones Posted May 20, 2012 Author Posted May 20, 2012 I think we need a bigger exec - add a Senior VP and a Junior VP with portfolios decided by board/exec While we need a restructure of the board electorate, in some fashion, there is no excuse for Vic (around 1700 members) to have less Board reps than NSW (around 2000 members) or Qld (around 1800 members) The proxy stuff could be fixed if the Board and staff referred to the construct of a proxy form used by, say, BHP which is probably based on the same rules. The preferential voting stuff could be alright but I would need to see all the advise proffered to the board last September. Juniors - what do you have in mind Dave? yes a full review of the rules will take a while. Col
David Isaac Posted May 20, 2012 Posted May 20, 2012 .....Juniors - what do you have in mind Dave? .... Col, Presently there is no Junior membership defined in the constitution ... we simply need to add the membership category ... real simple ... just add it and define it. 1
coljones Posted May 20, 2012 Author Posted May 20, 2012 Col,Presently there is no Junior membership defined in the constitution ... we simply need to add the membership category ... real simple ... just add it and define it. Scope and words? X Junior Members X.1 The Association may admit upon application as Junior Members natural persons aged under 18 years X.2 Junior members shall not be entitled to vote or hold office in the Association X.3 The Association may provide privileges to Junior Members as determined by the board Col 1
David Isaac Posted May 20, 2012 Posted May 20, 2012 Scope and words?X Junior Members X.1 The Association may admit upon application as Junior Members natural persons aged under 18 years X.2 Junior members shall not be entitled to vote or hold office in the Association X.3 The Association may provide privileges to Junior Members as determined by the board Col Got it in one old fella ... LOL. That appears to give the Board the flexibility they need.
coljones Posted May 21, 2012 Author Posted May 21, 2012 Junior Members Add a new 2. (i) f. as below 2. (i) "f. Junior Member - who shall:- (i) Be a natural person under the age of 18 years (ii)be proposed by an ordinary Member of the Association; (iii) only be admitted to Membership of the Association in accordance with this Constitution and who shall be entitled to those rights and privileges determined and granted by the board (iv) not hold any office of the Association and not be entitled to vote; (v) be required to pay subscriptions and levies to the Association as determined by the Board in consideration of this Junior Membership; and (vi) Para 2.(ii) not withstanding, be recorded in a separate register of Members maintained by the Association." Col
coljones Posted May 21, 2012 Author Posted May 21, 2012 Increase Board Size by ONE. Increase number of Victorian Board Members from 2 to 3 to better align with Qld and NSW representation. In Appendix B , Regional Definitions and Representatives, change "Victoria 2 representatives" to "3 Representatives" To Group B - odd numbered years add "Victoria (No 3)" Although the Constition does permit the Board to vary the size and constitution of the board eg "12. Constitution and membership of the Board. (i) The Board shall consist of financial Members representing each Region, in the numbers described in Appendix B, or such other number as may be determined from time to time by the Board" Why the board has not taken upon itself the task of heading the legitimate demands of the Victorians is anyone's guess. Col
David Isaac Posted May 21, 2012 Posted May 21, 2012 Col, Increasing the Board size will compound the inefficiency, how any association could get anything across the line with 14 Board members would beat me. In my view 13 Board members is the problem and adding one more does nothing. Nothing we do is State based other than Natfly type events, we are a Federal organisation. The current management structure is the problem. We need to reduce Board members and increase representation and a far better way to do that is by a State based 'Chapter system' IMHO. Lets get the Chapter system and representation system up and running first and then debate the Board member numbers after that.
coljones Posted May 21, 2012 Author Posted May 21, 2012 Col,Increasing the Board size will compound the inefficiency, how any association could get anything across the line with 14 Board members would beat me. In my view 13 Board members is the problem and adding one more does nothing. Nothing we do is State based other than Natfly type events, we are a Federal organisation. The current management structure is the problem, adding another Board member compounds the problem. We need to reduce Board members and increase representation and a far better way to do that is by a State based 'Chapter system' IMHO. Lets get the Chapter system and representation system up and running first and then debate the Board member numbers after that. Ok, will leave that can o worms to the Vics. 2 VPs on the Exec?
Guest Andys@coffs Posted May 21, 2012 Posted May 21, 2012 Agree with David. The Company I work for has revenues many multiples of RAA revenues and they manage with a board that is smaller than RAA is now. To me its a bit like that joke around economists. 3 economists = 5 opinions, in our case additional board members will just make getting a decision more difficult and I would ask again, in what way do victorians feel unrepresented? If the argument goes "well X state has more than us", then to me its just bogus, however if the argument was "rep X deals with all the southern queries and cant seem to get enough time in the day to effectively represent us", then that would be a more useful starting point,to either increase the rep count, or assess if X is flat out because Y,Z,A and B are all bludging on the fair distribution of labour. As Ive said before If I want representation or understanding of whats happening and I ring rep X and for whatever cant get through it takes microseconds to look up the next rep on the list and ring him. I personally usually talk to 2-3 to ensure what I get is the facts and not a single point of view. Col, bit more detail around exec growth please. Why do you want that and what do expect to achieve from it. Is it the only way to achieve that outcome? To me, whether the exec is 3, 4 or 5 if their relationship and reporting with the main board is good then size wouldnt generally matter excpet when so small that there are single points of failure... (these are my views not a statement of fact) Andy
Guest Andys@coffs Posted May 21, 2012 Posted May 21, 2012 Turbo, what are your views, your very quite and I know you have views. Im keen to hear them Andy
fly_tornado Posted May 21, 2012 Posted May 21, 2012 I believe the way the board is constructed is flawed. Have people to represent plane manufacturers, airport owners, flying schools, students and ordinary pilots would lead to better decisions.
Guest davidh10 Posted May 21, 2012 Posted May 21, 2012 Junior MembersAdd a new 2. (i) f. as below 2. (i) "f. Junior Member - who shall:- (i) Be a natural person under the age of 18 years (ii)be proposed by an ordinary Member of the Association; (iii) only be admitted to Membership of the Association in accordance with this Constitution and who shall be entitled to those rights and privileges determined and granted by the board (iv) not hold any office of the Association and not be entitled to vote; (v) be required to pay subscriptions and levies to the Association as determined by the Board in consideration of this Junior Membership; and (vi) Para 2.(ii) not withstanding, be recorded in a separate register of Members maintained by the Association." Col Unfortunately this is what I thought would occur in this thread.. Yet to be verified by legal review, but I think in fact that every member below the age of 18 will have to be a "junior member" (although maybe it needs to have a different label), as there is a requirement for Board Members to be able to bind the Association, and a 17 year old cannot legally sign a contract. That said, I think the whole discussion around Junior Members neglected the real objectives and the label may need to be redefined to have nothing to do with the previously attributed definition. There is no need to have a "Class of membership to limit or grant flying privileges. That's what we have an Operations Manual to define. A discount membership seems to me to be flawed. What cost item(s) are you not going to afford to this different class of member who is under a certain age or has some specific status, like being a student:- No magazine. No insurance. If the person only wants the magazine, then they don't need to be a member, they can buy it at the newsagent, probably before most members receive theirs. The only justification, therefore, for a discount membership is to receive some form and extent of flying privileges. That is going to cost the organisation the same as an Ordinary Member with a Pilot Certificate and if the person can afford flying lessons, then the Ordinary Membership cost is small by comparison. So summing up:- The original thinking around Junior Membership was flawed. Provision or limitation of flying privileges properly belongs in the Operations Manual, and did not require a constitution change, but did require approval by CASA. Provision of a discount membership to students or below a certain age or other such criteria does require a Class of Membership and in order to justify the discount, must have less rights and privileges than an Ordinary Member, which should probably be justified by a lower cost to the Association in providing that lower level of privilege. I don't think you can take any tangible benefit away and still fly! I'm not sure I know the answer definitively yet, but it is somewhere along these lines IMHO.
Guest davidh10 Posted May 21, 2012 Posted May 21, 2012 I believe the way the board is constructed is flawed. Have people to represent plane manufacturers, airport owners, flying schools, students and ordinary pilots would lead to better decisions. This is one of the misunderstandings of the role of a Board. While currently we also call them "Reps" and part of their role is to represent members, to the Board, the real role of the Board is as a "committee of management". They are legally required to manage the Association, and legally liable if they are negligent in that activity (either through action or inaction). We do need a smaller number of Board members, who also posess the skills to fulfil the roles to which they are elected. They should be drawn from a national pool of talent, not restricted by some artificial geographic barrier. Representation of the ordinary members needs and wishes to the Committee of Management is difficult in such a geographically dispersed organisation. This is where geographic representation is appropriate, but as we have seen, many members see RAA as the aircraft equivalent of the motor vehicle licensing and registration department. So only a small percentage of members are interested in participation in a membership based organisation. I take Andy's point and agree with it. If I want to know something or want to lobby for something, I'm not going to stop with any particular Rep, and may well talk with several. While I'm not sure if David Isaac's Chapter based approach is the answer, but I do think the idea is worthy of development. At some point, I believe the Representation role and the Management role needs to be separated, albeit that there could be an opportunity for wearing two hats if appropriate. *Edit: Grammar.
coljones Posted May 21, 2012 Author Posted May 21, 2012 Exec Size. It has been said that with only 3 on the exec things have been very tight. In the past I have worked with a 35 odd state elected member assembly meeting twice a year and a 7 member executive Pres, Senior VP, 3xVP, Sec and treasurer. This size exec spread the load a bit and provided a few people, the Vice presidents as special project people and stand-ins, together with a few more on-tap views on the wider issue of governance. In My view a 3 person exec is OK for a small club but the governace of an org the size of RAA is currently very strained and 4 to 5 would add some additional resources and in addition would provide a backup if any of the other office bearers was unavailable and would be across the issues. My views about the size of the board is based on equity. At the moment we don't have a better model on the table despite David's state based Chapters idea and that will need to be flogged around for a bit first to work out what people want. It seems to me that the job of the current board is to review the actions of the exec on behalf of the members and for that you need a breadth of opinions on the board - I can't see how you are going to get that other than seats for pilots, manufacturers, instructors importers and corporate watchdog types. In any case would this composition bring to the table anything more than you would get from a chapter or state based elections and based, more or less, on one-vote one value. Nothing quite like democracy, is there? Col
eightyknots Posted May 21, 2012 Posted May 21, 2012 Andy raises some good points challenging the need for parochial state based Board members What about dividing Australia into three large regions and elect three Board member per region = nine Board member in total? I believe 13 is too many to function well. The regions could be: Victoria and Tasmania. Let's call this VICTAS for convenience; ACT, New South Wales and Queensland. This could be named QACTNS Western Australia, South Australia, Northern Territority, This region could be called WASANT Hopefully the three larger regions VICTAS, WASANT, QACTUS have similar numbers of voters in each region. Nine is a good number for a functioning board. I have served on two boards with that number of people (both for about 6-7 years duration) and the Boards worked well.
Guest davidh10 Posted May 21, 2012 Posted May 21, 2012 VICTAS, WASANT, QACTUS No pun intended... Right! ;-)
turboplanner Posted May 21, 2012 Posted May 21, 2012 Turbo, what are your views, your very quite and I know you have views. Im keen to hear them Andy Firstly you should know that I didn't renew membership of RAA this year, firstly on the grounds that I didn't have confidence in a particular aircraft and a particular engine, (and realised that I had to spend considerably less money keeping up recency in a more fully developed GA Aircraft), and secondly as a result of my research and investigation into RAA operations the last time this subject came up, I was not happy that major financial issues were not addressed and still remain secret, and I saw the potential for substantial Member exposure if a major claim or series of major claims occurred (this can't happen in GA). That's not to suggest I'm anti RAA, just that there have been opportunities to fix things and I haven't seen them taken. I consider that Recreational Aviation includes all non-commercial operations. So I've been more a spectator in the debate to date. However I’m very interested in a healthy RAA. Bear in mind the personnel structure and constitution of RAA has seen its rise to the dominant position in personal aviation in Australia, outstripping private GA. It's been a spectacular rise, with powerful numbers. I'd agree with the rag and bone men that they've been squeezed in the rush, but all they have to do is vote and be proactive to fix that So fundamentally the RAA model is very sound. The issues over the last couple of years are political, involving a very small number of people. That trend is something many of you would have seen in Clubs from time to time The usual fix is to organize a meeting to change the people and move on. The present Constitution makes that impractical. Recreational Aviation is an Incorporated Association, not a limited liability company. It has a board of management, not a Board of Directors, and this misunderstanding has become one of the key factors in the present situation. The board members are representatives of the members, not people appointed to personally make decisions based on their own skills and beliefs. Importantly, in an Incorporated Association where these people are elected from the member base, they often will not have any management skills at all. However, they can be very effective if they consult their members when issues arise. That in turn requires transparency of operations, and as much as the older people tend to think private business is private, that’s the way of the past, and where public money is involved, open discussion is required. Some of you have suggested RAA has outgrown the Incorporated Association shell, but that’s not necessarily true, and in fact would lead to permanent employees running things – employees you couldn’t control in the short term. The Sporting Shooters Association of Australia is very similar in operation to RAA in that it has a very wide geographic base, is potentially under pressure from some sections of the community, and has the need to maximise safety. Its membership is 130,000, and it has run smoothly for years. Their website is worth a look too. http://www.ssaa.org.au/about-us.html I’ve worked in Incorporated Associations for many years and the only structural issue I’ve found with RAA is that an Executive within the board of management is not appropriate, because we want ALL the representatives we elected to be making the decisions, (and a President who couldn’t get a majority from 13 representatives with today’s electronic media isn’t trying.) The secrecy agreement which dominated discussions 18 months ago, appears to be still lingering around. While Don announced it had been ended when he was elected, he still signed one, so that needs to be cleaned up. I wish you well in your debate on Constitutional reform but suggest: (a)Trying to get a resolution on a forum, where there are people with hidden agendas and no interest in a coherent discussion, is probably going to end in mid air. A better forum would be for this interested to buy a cheap airfare to the Gold Coast for a weekend and sit down together in a room knocking it over detail by detail. (b)The officials at the AGM may not share your enthusiasm, and you could use the last few AGM’s to gauge the chances of existing officials embracing your multiple decisions. To have any chance of success I’d suggest: ·You must be to get a very large number of attendees to the meeting. ·You must be able to get proposed Constitutional changes on to the formal Agenda ·You must keep the changes down to an absolute minimum to prevent the meeting dragging out into indecision. To this end I’d suggest: CHANGE 1 Constitution Clause 23 Other General Meetings – calling of DELETE (ii) “The Board shall, on the requisition in writing of not less than 5 per cent of the total number of Members, convene a general meeting of the Association.” ADD (ii) The Board shall, on the requisition in writing of not less than 60 Members, convene a general meeting of the Association. Explanation A substantial impediment is required in a Constitution to prevent a small clique or gang taking over, so in some cases rules may include a requirement for a 2/3 majority to do this. Because of the nature of RAA – wide geographic spread, membership being compulsory to exercise privileges, the vast majority of members historically have not wished to take part in RAA activity (and on another level, CASA activity), they just want a Certificate to fly. 5% of 10,000 members represents 500 people, and that may have seemed a substantial impediment to ad hoc calling of General Meetings. However, for reasons above, RAA is hard pressed to get 300 members to vote. So when there’s a major issue you’ve got a snowball’s chance in hell of organizing a General Meeting. To get 60 members to actually email a signed request to the Secretary would still be a huge ask, and would not lead to ad hoc General Meetings. CHANGE 2 DELETE CLAUSE 13 “Election of Board Members” ADD CLAUSE 13 “Election of Committee Members” Reference to Board or Board of Management to be replaced by reference to “Committee, Committee Member” throughout the Constitution. Explanation Many members are confused about this pseudo corporate term, which can also lead to ego stroking and the belief that members’ representatives can take over and interfere with the daily operations of paid employees, and make decisions which have not involved members and are not transparent to members. This puts the reference more in line with what an Incorporated Association is all about. It also encourages issues to be brought forward, for example the thoughts and wishes of Constructors, and the Grass Roots flyers, for serious consideration by members and Committee. CHANGE 3 DELETE CLAUSE 12 (iv) Explanation The present drift into controversy is directly related to secrecy. No one has raised any issues with In Camera discussions where this is required by the Privacy Act, or delicacy, but if necessary a suitable clause might be found. SUMMARY 1.The major task is to get enough momentum within the membership so they actually understand the present situation and are prepared to act. 2.It may be possible to get a “No Confidence” Motion up at the AGM, but that is a difficult environment where other matters have to be dealt with. It would be better to get a Constitutional change on t0 the Agenda which would allow practical calling of General meetings. Then, if members wanted someone replaced, it could be addressed at a General Meeting, and General Meetings could be used to discuss major trend issues (like grass roots flying) 3.The three Constitution changes suggested here will result in: (a)The ability, with some hard work, to get General Meetings up to discuss things like changing personnel and the Constitution (b)A clearer understanding by all that the people elected are there to represent the Members ©The end of official secrecy in an Incorporated Association handling public money. Edited 24/5/12 - Delete Clause 12 replaced by Delete Clause 12 (iv) - deletion only applies to the Executive. 4
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