Here is the President's resignation and some flow on issues.

[Captain]

To me it is patently clear.1. He did not offer his resignation, he resigned as North Qld Rep and National President.

 

2. He has not been re-instated as North Qld Rep so holds no office within RAA.

 

3. The RAA board can not vote him in or appoint him as President if he holds no office within RAA.

 

Therefore RAA currently does not have a President that has been legally voted or appointed to that role.

 

End of Story.

Spot-on KG .............. and the RAA Executive continues to limp from one management or adminstrative disaster to another, with the members being dragged along for the ride ....... & with the last past President & some Board Members asking the Board to "show a united front to the members when moving forward, especially when faced with the difficulties we currently have" (taken from Runciman's resignation letter), which I still reckon means "circle the wagons" against the members. Regards Geoff

 

 

[Powerin]

OK...so we've decided that various members of the board are acting outside the constitution. What do we do? I'm assuming it is illegal to operate an association contrary to its constitution? If Runciman continues on do we have any redress other than legal action?

 

I recently heard a caller to legal segment on a radio talk back show who was outlining a similar situation with a national incorporated association (sporting I think) whose board were also ignoring their constitution. The guest lawyer's advice to her was that, unless the association wanted to drag it through the courts, with the associated expenses, the best thing to do was start a new association. I'm not in favour of that approach for RAAus, but it does make you wonder how we will hold these people to account.

 

As an aside, forgetting all the other dramas, the fact we haven't yet seen any audited financials is a good example of everything we've been talking about. Firstly a clear and major breech of the constitution, and secondly there has been no communication (that I've seen) as to why!

 

A simple note on the website or in the mag saying "sorry about that...I've been sick/busy/snowed under with audits/been away ...I'll get it out to you as soon as possible" and members probably would have accepted that. Instead we have nothing and are left wondering if the Treasurer is busy doing some "cooking" or perhaps is on an extended cruise in the Bahamas.

 

To me, missing financials in an association with a $multi-million turnover is unconscionable

 

 

[gavinthobaven]

I need to put something clearly in perspective. The RA-Aus constitution does not set out how someone can resign from a board, only that they can resign. As this point is not covered we must refer back to the Corporations Act 2011 to establish how that is done. The Corporations Act 2011 requires that a resignation must be in writing to the registered office of the company:

 

203A Director may resign by giving written notice to company (replaceable rule—see section 135)

 

A director of a company may resign as a director of the company by giving a written notice of resignation to the company at its registered office.

 

An email to individuals on the board is not a written resignation submitted to the registered office of RA-Aus. There was therefore no legal resignation and that means no need to have this discussion.

 

The board has not acted outside its authority, no legal resignation had been received. The vote held was not needed but was held in any event.

 

Regards

 

 

 

[Sloper]

ASIC oversea, corporations, associations and clubs.

 

The RAA would be required to get a report to ASIC each year.

 

It would include finacials and minutes from the AGM if memory serves me correct.

 

Need to be provided by the RAA public officer.

 

If these things have not been forwarded and be correct ASIC can investigate.

 

l suppose a association can be reported for the board ignoring its own constitution by members.

 

regards Bruce

 

 

[winsor68]

So it was just a dummy spit?

 

 

[Gentreau]

An email to individuals on the board is not a written resignation submitted to the registered office of RA-Aus. There was therefore no legal resignation and that means no need to have this discussion.

Hi Gavin, thanks for that information.

 

Can you please confirm that:

 

1. All previous resignations submitted by email have been refused by the board as not constituting a valid resignation ?

 

2. All previous resignations have subsequently been made by a submission in writing before being accepted by the board ?

 

If not, then there are double standards in play.

 

Dura lex, sed lex.

 

 

[greybeard]

ASIC oversea, corporations, associations and clubs.The RAA would be required to get a report to ASIC each year.

It would include finacials and minutes from the AGM if memory serves me correct.

 

Need to be provided by the RAA public officer.

 

If these things have not been forwarded and be correct ASIC can investigate.

 

l suppose a association can be reported for the board ignoring its own constitution by members.

 

regards Bruce

You might like to check on the detail of your assumption regarding what you need to report to ASIC. From my business and association experience, my company only has to report that it is solvent ( no detail, just a statement ) and the associations have no requirement to report to ASIC. There has never been a requirement for minutes of an AGM or a financial statement required for ASIC.

 

Rod

 

 

[John G]

I need to put something clearly in perspective. The RA-Aus constitution does not set out how someone can resign from a board, only that they can resign. As this point is not covered we must refer back to the Corporations Act 2011 to establish how that is done. The Corporations Act 2011 requires that a resignation must be in writing to the registered office of the company:203A Director may resign by giving written notice to company (replaceable rule—see section 135)

A director of a company may resign as a director of the company by giving a written notice of resignation to the company at its registered office.

 

An email to individuals on the board is not a written resignation submitted to the registered office of RA-Aus. There was therefore no legal resignation and that means no need to have this discussion.

 

The board has not acted outside its authority, no legal resignation had been received. The vote held was not needed but was held in any event.

 

Regards

Gavin,

Please read all the documentation at www.gardon.com.au and all the info on the Board Forum regarding my resignation and withdrawal and tell me how it differs from this situation. What is good for the goose is good for the gander! By the way the Board spent lot's of Money to prove that a resignation could not be withdrawn. How is this situation different. Steve should at least re-stand, like I did, and face the verdict of his constituents. In my case like Whitlam, you fade into history knowing you were right; and those that did not learn from it have to re-live it!

 

JG

 

 

[Spriteah]

Greybeard, The incorporated body im involved with have to provide financial summary and AGM minutes to ASIC each year.

 

Jim.

 

 

[Guest airsick]

I need to put something clearly in perspective. The RA-Aus constitution does not set out how someone can resign from a board, only that they can resign. As this point is not covered we must refer back to the Corporations Act 2011 to establish how that is done. The Corporations Act 2011 requires that a resignation must be in writing to the registered office of the company:203A Director may resign by giving written notice to company (replaceable rule—see section 135)

A director of a company may resign as a director of the company by giving a written notice of resignation to the company at its registered office.

 

An email to individuals on the board is not a written resignation submitted to the registered office of RA-Aus. There was therefore no legal resignation and that means no need to have this discussion.

 

The board has not acted outside its authority, no legal resignation had been received. The vote held was not needed but was held in any event.

 

Regards

That part of the Corporations Act does not apply to RA-Aus. Perhaps you need to brush up on your knowledge of your obligations, duties, etc. Gavin...

 

Oh, and you might also want to read up on the Electronic Transactions Act. I think you'll find it quite clearly defines that the email WAS received at the head office.

 

Makes me wonder if the rest of the board understands the law as it applies to them?!?

 

 

[ports]

Although I haven't been able to read the specific cases, my impression is also that email is considered written notice for resignation. Given this, and the clear rules within the constitution regarding resignation of a board member, I am not so concerned with board member's understanding of the law as it applies to them, I am becoming more and more concerned about the perception that we can't even apply our own rules to ourselves, let alone rules from other bodies that pertain to us. This scares me greatly.

 

On an aside, just wondering, who is RAAus' Public Officer? I haven't found it on the website, but assume it is the Secretary? If any one can correct my assumption, it will be greatly received.

 

Cheers,

 

Ian

 

 

[kaz3g]

I need to put something clearly in perspective. The RA-Aus constitution does not set out how someone can resign from a board, only that they can resign. As this point is not covered we must refer back to the Corporations Act 2011 to establish how that is done. The Corporations Act 2011 requires that a resignation must be in writing to the registered office of the company:

I guess you are referring to the Corporations Act 2001?

 

If s203A applies to an incorporated association of the ACT, and I'm not prepared to concede it does until I have looked a little further,then I still think the Board is skating on very thin ice to claim that a letter sent to the Secretary by email to his email address published in the Association's magazine is not a notice sent to the company at its registered office. I'll speak to the Registrar-General to seek a definitive response.

 

But Gavin, if I were on the board I'd be far more worried about the failure to comply with the audit report requirements under the Associations Incorporations Act 1991 and the ever-increasing litigation exposure as the registration issue brings businesses to a halt, than about the reinstatement of a President whose commitment and temperament are now under something of a cloud. Ss72-74,108 and 110 appear particularly relevant.

 

Kaz

 

 

[kaz3g]

On an aside, just wondering, who is RAAus' Public Officer? I haven't found it on the website, but assume it is the Secretary? ..

Ian

Correct.

 

Kaz

 

 

[Captain]

I need to put something clearly in perspective. The RA-Aus constitution does not set out how someone can resign from a board, only that they can resign. As this point is not covered we must refer back to the Corporations Act 2011 to establish how that is done. The Corporations Act 2011 requires that a resignation must be in writing to the registered office of the company:203A Director may resign by giving written notice to company (replaceable rule—see section 135)

A director of a company may resign as a director of the company by giving a written notice of resignation to the company at its registered office.

 

An email to individuals on the board is not a written resignation submitted to the registered office of RA-Aus. There was therefore no legal resignation and that means no need to have this discussion.

 

The board has not acted outside its authority, no legal resignation had been received. The vote held was not needed but was held in any event.

 

Regards

Gavin,

 

Thanks again for responding here. It is very much appreciated.

 

I note your contention about a resignation as a "director".

 

However, in my opinion, in addition to the points made by airsick & kaz3g, I say that the key point is SR's resignation as the Rep for Nth Qld. He certainly did that and it went to the Secretary, the Executive and all on the Board.

 

To my mind that Nth Qld Reps position is an RAA specific (internal) position and I have difficulty accepting that he did not resign from that. Do you have legal advice that refutes my contention, or does all of the legal advice that has been used refer back to previous resignations, tendered or otherwise, from the Board?

 

Regards Geoff

 

 

[Powerin]

I need to put something clearly in perspective. The RA-Aus constitution does not set out how someone can resign from a board, only that they can resign. As this point is not covered we must refer back to the Corporations Act 2011 to establish how that is done. The Corporations Act 2011 requires that a resignation must be in writing to the registered office of the company:203A Director may resign by giving written notice to company (replaceable rule—see section 135)

A director of a company may resign as a director of the company by giving a written notice of resignation to the company at its registered office.

 

An email to individuals on the board is not a written resignation submitted to the registered office of RA-Aus. There was therefore no legal resignation and that means no need to have this discussion.

 

The board has not acted outside its authority, no legal resignation had been received. The vote held was not needed but was held in any event.

 

Regards

Thanks Gavin. Despite the defensive nature of your post it is good that we can gain some insight into how this decision was arrived at. And really, that's all we ask.....openness and honesty. I assume this is the legal advice received by the board.

Not being a lawyer it is hard to see how most of the Corporations Act applies to associations. I would have thought that a written resignation to either the Secretary or the Public Officer of an incorporated association would suffice as official notice. A letter presented to the registered office of the RAAus would end up with the secretary anyway.

 

Be that as it may, there is indeed nothing set out in either the RAAus constitution or the Associations Incorporated Act regarding methods of resignation. I guess the Corporations Act is the next port of call for guidance.

 

Sorry to harp on this...but RAAus Board members might do well to refer to other sections of the RAAus constitution, Associations Incorporated Act 1991 (ACT) and Corporations Act regarding the timeliness of presenting audited financial reports. Under ACT law several $1000 worth of fines are involved.

 

 

[ports]

Correct.Kaz

Thanks Kaz, greatly appreciated.

 

In reference to Gavin's statement that the vote was held but not needed, but held anyway just adds to the fact the resignation occurred - you can't withdrawl a resignation if it was not valid, in my opinion. The board voted to accept the withdrawl, not to confirm the status of the resignation, but confirmed it's validity by having the vote. The members whose Board Memeber resigned (I am not one of them, being in Vic.) are now entitled to vote in a by-election, and the board must vote a President as far as I can see.

 

Cheers,

 

Ian

 

(Edited to remove discussion of Secretary and Public Officer as one person receiving the resignation email. Have been made aware that the are indeed two seperate people. Apologies to the Public Officer if any offence was caused, I assure you none was intended, was simply interested in who received the email, in a legal context).

 

 

[Powerin]

I guess you are referring to the Corporations Act 2001?If s203A applies to an incorporated association of the ACT, and I'm not prepared to concede it does until I have looked a little further,then I still think the Board is skating on very thin ice to claim that a letter sent to the Secretary by email to his email address published in the Association's magazine is not a notice sent to the company at its registered office. I'll speak to the Registrar-General to seek a definitive response.

 

But Gavin, if I were on the board I'd be far more worried about the failure to comply with the audit report requirements under the Associations Incorporations Act 1991 and the ever-increasing litigation exposure as the registration issue brings businesses to a halt, than about the reinstatement of a President whose commitment and temperament are now under something of a cloud. Ss72-74,108 and 110 appear particularly relevant.

 

Kaz

Kaz, I'm aware that becoming incorporated involves an association becoming a legal entity in its own right, but I'm wondering about the legal definition of "incorporated". To my mind "incorporated" means "to become a corporation". Would that mean that the Corporations Act (2001) does indeed apply to incorporated associations? I can't (yet) see anything in the Act that would tie it to an incorporated body.

 

 

[kaz3g]

I have just been advised by an impeccable source that indeed Sue, the office manager, is the appointed public officer. I can't see that changes Mr Runciman's position at all, however.

 

I hope Sue understands her obligations and liabilities...

 

Kaz

 

 

[facthunter]

I would have thought that the public officer was at the level of secretary or similar. If some permanent staff member is allocated that position, I would see that as being an unfair imposition upon that person. The job is pretty innocuous but it the connect between the organisation as an entity and anyone we deal with. If someone knows more please correct me. Nev

 

 

[kaz3g]

Kaz, I'm aware that becoming incorporated involves an association becoming a legal entity in its own right, but I'm wondering about the legal definition of "incorporated". To my mind "incorporated" means "to become a corporation". Would that mean that the Corporations Act (2001) does indeed apply to incorporated associations? I can't (yet) see anything in the Act that would tie it to an incorporated body.

I'm a crim defence lawyer so this is not an area within my expertise, but my understanding is that the Corporations Act (Cth) only applies to incorporated associations under the ACT Act in regard to winding up (Part 5.7).

 

Have a look at the definition of "incorporation" in the ACT Act and you will see it is defined for the purposes of that Act alone.

 

Kaz

 

 

[coljones]

I would have thought that the public officer was at the level of secretary or similar. If some permanent staff member is allocated that position, I would see that as being an unfair imposition upon that person. The job is pretty innocuous but it the connect between the organisation as an entity and anyone we deal with. If someone knows more please correct me. Nev

The Public Officer is the human face of the organisation and the conduit for dealings between the Registrar and the Association. And possibly the go-to person if you want to lay some legal papers on the Association. I seem to recall that the Public Officer must be a resident of the ACT, in our case.

 

Col

 

 

[facthunter]

That could well be the case. I just cannot recollect where a staff person was allocated the job, in a similar situation. Could they refuse the appontment without jeopardising their employment. Hypothetically. It is the principle of the matter that concerns me. Nev

 

 

[Powerin]

The Public Officer is the human face of the organisation and the conduit for dealings between the Registrar and the Association. And possibly the go-to person if you want to lay some legal papers on the Association. I seem to recall that the Public Officer must be a resident of the ACT, in our case.Col

Yes...the only stipulations in the Act are that the Public Officer is a resident of the ACT and over 18yo and subject to any other restrictions in the constitution of the association. As far as I can see there is nothing about Public Officers in the RAAus constitution. Probably the staff of RAAus are the only ones with any close connection that actually reside in the ACT.....unless, of course, Slartibartfast wanted to be Public Officer

 

 

[frank marriott]

Without taking sides.

 

An email can be proved as to which computer it came from but not who pressed the send button(without admissions). Look at what is alleged, gossip etc with the Federal Gov. What some believe and what is proveable fact in law is sometimes different.

 

 

[Aerochute Kev]

Can anyone re-insert the resignation letter in the older .doc format? my old machine wont recognise the newer .docx format.

 

Thanks