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

[turboplanner]

There is another issue hanging over the head of the President and board members

 

Members have complained that an audited Financial Report was not presented at the AGM, and despite repeated reminders has not been presented to the Members.

 

That in itself is Unconscionable conduct.

 

Constitution 22 (i) e calls for an annual report from the Treasurer, but doesn't spell out the format, however:

 

A fully audited Treasurer's report is required to forwarded in accordance with Section 79 of the Associations Incorporation Act 1991

 

If this has not been done, the President and his board are within 28 days of default.

 

If the Association defaults, Runciman's and the board members' actions from the date of the AGM will come under some close scrutiny from more than the members.

 

 

[Admin]

It seems by the flurry of emails that I am constantly receiving that Steve Runciman is proceeding in the role as President and communicating to the members as such.

 

Here is just one example over the last couple of days of S Runcimans communication with a well respected aircraft representative:

 

--------------------------------

 

Date: Fri, 30 Nov 2012 17:09:55 +1100

 

Steve

 

I sincerely hope that the backlog of new registrations will be cleared before anyone goes away on holiday?

 

Seeing as RAAus mismanagement has caused these huge problems, the least you can do is get it sorted - weekends, evenings, days which are not public holidays. I don't mean working 9-5. You lot made the mess - now get it sorted out!!!

 

Please confirm.

 

Regards

 

----------------------------------------------

 

Fri, 30 Nov 2012 08:53:29 +0000 (note: cc'd to all board)

 

Dear Mr X,

 

I am in the Military and if I was presented with 'now get it sorted out!!!' from one of my senior officers it would no doubt get a response from me. However, on the board of RA-Aus I am a volunteer and I do not deserve to be corresponded to in such a manner, nor will I accept it. If you care to correspond with me in a courteous manner I will be happy to provide a suitable response!

 

Steve Runciman

 

President

 

RA-Aus

 

----------------------------------------------

 

On 01/12/2012, at 1:44 AM

 

Good on ya Steve. I too am heartily sick of the disrespectful way the board and in particular the executive are treated by some members.

 

Regards

 

Gavin

 

----------------------------------------------

 

Hello Steve

 

As you have chosen to copy in a large number of people on what was intended to be a private email to you - so be it. Maybe we can get a few things clear:

 

1. In my experience respect has to be earned, not demanded. I have also learned that those who demand respect are those who least deserve it. Simply being RA-Aus president does not entitle you to respect, your actions and responses do. So far I have seen and heard nothing which suggests I should afford you the respect you crave. Not the least of which is your response to my phone calls and emails.

 

2. Ignorance is no defence. 'I didn't see the signs' is not an acceptable defence against speeding - or much else for that matter. Ask the captain of the Titanic.

 

3. I applied for two new aircraft registrations weeks ago. First the Technical Manager prevaricated. Then other employees gave me something about a computer problem. Then eventually I heard that RA-Australia had failed an audit and that CASA had withdrawn RA-Aus's permission to issue registrations of any kind. I was not told this by any official at RA-Aus. Communication by the Board to the members is clearly not a strong point.

 

4. It subsequently transpires that RA-Aus has failed several CASA audits - most of which were conducted (to continue your military analogy) under your watch. None of these failures was, as far as I can find, communicated to the members. As a result, it could safely be construed that the RA-Aus Board and management is in a complete mess. You are the titular head of the organisation and thus ultimately responsible. The buck as they say, stops with you.

 

5. In any other organisation which is an untenable position such as this, the Board takes responsibility. I see you chose not to circulate my email asking you whether you felt any responsibility for the present situation. And I note your lack of reply to that question.

 

Meanwhile, I will continue to make excuses on RA-Aus behalf to the owners, buyers and prospective buyers of the aircraft I represent. After all, on the present showing, this situation appears to be nobody's responsibility - least of all, it seems, yours.

 

Regards

 

--------------------------------------------

 

I feel so much for the aircraft manufacturers and representatives who are hurting so much because of all this and rightly so are so angry

 

 

[turboplanner]

Ian, I also have just seen this email exchange and find the reaction from someone acting on behalf of all members, in other words in members names utterly disgusting and bring the Association into disrepute.

 

I have never seen a parallel to this in corporate business - where a major supplier on which an industry relies is suspended from doing business by failures of the administering body, yet told to go jump in the lake.

 

I would strongly recommend that those members who have seen the unsavoury story unfolding on this site go back to their clubs and get the support of thousands of members to help this highly regarded supplier.

 

 

[Admin]

What I fear is that Runciman (and other) through this email exchange could well have started another legal battle for us although if it does turn into a legal claim by that aircraft representative, is the board then going to say that Runciman was not the President as he resigned...I really have the feeling that this is a runaway train and the only solution is a complete displacement of the Exec and a 3 person non-board administrative group be appointed to run things a bit till they can steer the train out of the tunnel

 

 

[dodo]

The response is my own based on my reading of the valid legislation. I do have over 30 years of experience in reading legislation so I generally hit pretty close to the mark. If you read my other responses you might note that emails are valid if posted to the correct place. In this situation the email was not sent to the correct place and therefore was not valid. I wont comment on the remainder of your post as you appear to have already made up your mind regardless of facts.

 

regards Gavin Thobaven

Gavin,

 

If I have made up my mind on some issues, it is the following:

 

- RA-Aus communications are appalling;

 

- governance and regulatory compliance are poor;

 

- that a General Meeting would be the best way to get the board to explain their perspective on these issues and their view of the way forward,and for members to assess these;

 

- and that having the presidents position in question at that time is likely to make the meeting a farce, where that issue poisons other discussion.

 

On the last point, I would prefer the president to be able to put forward his perspective on issues as president - if he is no longer president, his views are likely to be retrospective rather than prospective (and he is likely to feel he is being put on trial, rather than representing the board). However, it is obvious that the a resolution to the resignation question needs a solid foundation, and that is where I found your opinion did not appear to be coherent, and did not appear to be informed as to legislation under which RA-Aus operates.

 

dodo

 

 

[Powerin]

You are quite right that emails are legally accepted when posted to the appropriate place. The email from the president was not addressed to the offices of RA-Aus or any person based at those offices. Until it is posted to that place it is not a resignation by definition. I don't write the laws but that's what they say in this case.Regards

The thing I don't get though is that no one in the registered office has the authority to deal with a resignation of a board member and any communication like this would be immediately passed on to the Secretary anyway to be dealt with and promulgated. So the person who would end up with a resignation letter anyway has just received it directly and the outcome is the same. If push came to shove I think a court would see it that way too.

However, I don't think it needs to come to that. The membership has the power to deal with this at a General Meeting...should it be deemed necessary.

 

 

[fly_tornado]

I got to admit, no matter how harsh we are on the Board the stuff Steve wrote in his resignation letter about John was truly appalling and unnecessary for a resignation letter. How can he expect members to respect his authority with him showing a complete lack of respect and understanding for differing views and attitudes.

 

 

[turboplanner]

You are quite right that emails are legally accepted when posted to the appropriate place. The email from the president was not addressed to the offices of RA-Aus or any person based at those offices. Until it is posted to that place it is not a resignation by definition. I don't write the laws but that's what they say in this case.Regards

Gavin, I couldn't find the basis for your argument for a requirement for the email to be received at the offices of RA-Aus.

 

Can you provide the reference in the RA-Aus Constitution, or By-laws, of the Associations Incorporation Act 1991?

 

 

[facthunter]

Military types don't usually rely on people handling skills. They do as they are told. (the people) Chain of command is the way it goes and no procrastination. (positive decision making quickly) Campbell Newman is ex military too. Listens to no-one. Nev

 

 

[Guest airsick]

Gavin, I couldn't find the basis for your argument for a requirement for the email to be received at the offices of RA-Aus.Can you provide the reference in the RA-Aus Constitution, or By-laws, of the Associations Incorporation Act 1991?

I'll go one better and quote the law with respect to emails.

 

13B Place of dispatch and place of receipt

 

(1) For a territory law, unless otherwise agreed between the originator and the addressee of an electronic communication—

 

(a) the electronic communication is taken to have been dispatched at the place where the originator has its place of business; and

 

(b) the electronic communication is taken to have been received at the place where the addressee has its place of business.

 

This is from the Electronic Transactions Act 2001 (ACT)* which applies to RA-Aus as it is an incorporated association within the laws of the ACT. Basically what it is saying is that an email sent to the secretary (the addressee) it is taken to be received at good old RA-Aus HQ (as that is the secretary's place of business).

 

In any case Gavin has quoted the requirements of an Act that does not apply (which, coupled with the fact that he openly admitted that he doesn't understand the structure of the organisation, greatly worries me) and is relying on something written there. The appropriate Acts, regulations and even the constitution are silent on how to resign which has a number of implications.

 

First, being silent does not imply anything. In fact you could simply apply a test to see if the act of resignation was done in a reasonable way. A reasonable person (and courts have upheld this) would argue that if the person sending the email can be reliably identified (and in this case SR was clearly the sender) then an email is a reasonable way to give notice.

 

Second, if Gavin's argument holds then I would argue that anyone who has resigned in the past via email (such as John Gardon) has not really resigned. Thus, using the advice of a board member, namely Gavin, we should all recognise John Gardon as the president because he never really left.

 

* The full act can be found here if you're interested - http://www.legislation.act.gov.au/a/2001-10/current/pdf/2001-10.pdf

 

 

[turboplanner]

In which case Runciman needs to stand down now and advise all actions he has taken since he resigned.

 

 

[Pete Greed]

We could, if we chose, use legal argument to try and settle the current issues faced by the RAAus board and membership. The other option is is to use due process, as already set out under the constitution. The first could be problematic and would take a heavy toll on finances, reputations and egos while the other should identify the problems and if a process is strictly adhered to, resolve them to the satisfaction and benefit of both ordinary members and the elected board members. From the postings on this site very few of us have an in-depth understanding of the ACT Incorporations Act under which we are constituted, and conversely it would appear, from the mess RAAus is in, nor do some of the board members understand their fiduciary duties. Times have changed and just as we now embrace and employ the new technologies in our recreational flying, the time has come to adopt governance and management processes and procedures in line with a large and expanding, contemporary, community based business. I suspect that change may not come easily as we move from the old committee of management culture to one where we employ professional staff to do what is now specialised and technical work outside the scope of volunteers. (Not saying volunteers could not do the work just that it is no longer practical)

 

On the question of volunteers, and I refer to our board members, that status does not resolve you of accepting responsibility, on behalf of RAAus, under the Incorporations Act. The argument "I am just a volunteer" holds no water in law. A famous case in Victoria, citing the National Safety Council and it's Chairman, ended in tears when the Chairman, a volunteer, was charged and sent bankrupt. Well worth a read.

 

Board induction and training are part and parcel of accepting government contracts these days and RAAus is no different. It is serious business if we chose to operate at a National level of aircraft and pilot accreditation. But then again none of this is rocket science - just common sense

 

 

[kgwilson]

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.

There has been a lot of comment since I posted this at 4:23 pm yesterday. So what has changed in this simple summary?

The question of "Are Emails valid for resignations" has been debated with a clear answer of "YES".

 

It seems that the board has acted in good faith by not accepting the resignation Email & re-instating SR. It also appears that this action has now been proven as wrong due to the (Airsick's quote from the Electronic Transactions Act 2001 (ACT)) fact that the resignation Email was "received at the place where the addressee has its place of business" . Clearly this is where the email was sent and the Secretary has access to this address so it is valid. The statement that it was not sent to the correct address is being used as the loophole to validate the Boards actions. This is a very shaky (read clutching at straws) defence and if legal opinion is sought I'd bet my best Pale Ale that the Board's actions would be declared invalid.

 

So is my original summary still valid? I don't need to answer that.

 

 

[Tiger]

As I said on another thread a couple of days ago, as far as I am concerned Steve Runmancin is not president any longer and no longer my board representative for up here in North Queensland. I am talking to some to convince them to apply for the position that is available in the coming by election for North Qld. Go to get started early on these matters. The procrastination in the threads above about whether he is / is not president is doing our RAA untold harm. Even if the board did reappoint him illegally, it is up to Steve Runmancin to be man enough and have the descency to resign absolutely now, as written language about a fellow board members and one of our fellow RAA members from anyone in RAA is unbecoming of any person in RAA. He has now lost ALL respect from most of the members and should just "fade away" and disappear. Sorry Steve, you were very helpful for RAA for some time but you have now wrecked it for everyone. If fellow board members do not do something about this now, then perhaps they should tender their resignations as well.

 

 

[AlfaRomeo]

Gavin, there were two more resignations in your time on the Board, Bill Cain and Don Ramsay. Both of them resigned by email and not "in writing delivered to Pirie Street, Fyshwick".

 

As their terms were not due to expire until September 2013, are they not, by your reasoning, still Board Members? Also, are Dave Caban and Jim Tatlock therefore not Board Members because there should not have been a by-election for two "seats" that you would reason are not "vacant"?

 

Can you now see the "wisdom" of your earlier post?

 

 

[Tiger]

Sent my thread to the forum without proof reading. it should have been "Sorry Steve, you were very helpful for RAA for some time but you have now wrecked it for everyone. If fellow board members do not do something about this now, then perhaps they should tender their resignations as well."

 

Also had sent to me a thread reply to an aircraft importer from Steve Runcanmin, much the same attitude coming through to the importer as well. It shows the true nature of the individual.

 

We cannot afford for RAA to keep him in any position in RAA because of the damage his vocalising has done to our members and to the wider public who read aviation forums. Why would anyone want to join RAA now !!.

 

Is this why we are getting a trend of members leaving RAA ??

 

 

[Admin]

Corrected your post for you Tiger

 

 

[Powerin]

A famous case in Victoria, citing the National Safety Council and it's Chairman, ended in tears when the Chairman, a volunteer, was charged and sent bankrupt. Well worth a read.Board induction and training are part and parcel of accepting government contracts these days and RAAus is no different.

This case was used as a prime example in both the Board training programs I have undertaken.

 

Does Gavin realise that the RA-Aus is governed by the Associations Incorporation Act 1991?

If so, does he still think the advice he provided to us was correct?

 

PS And why is RA-Aus in breach of section 73 of that Act? And is RA-Aus in breach of section 71 of that Act? And what will that mean for the members he represents?

As established previously, the RAAus is registered in the ACT...it is listed in the register of Associations on the ACT Dept of Justice website.It is therefore covered by the above act.

 

The Registrar (ACT Dept of Justice) WILL NOT take action if a Board or members of an association breech their own constitution. It is expected that the members of an Association resolve conflicts internally. Failing that, legal action is the only recourse. Again, I suggest that taking legal action on whether SR has resigned or not is not a wise use of RAAus funds. Indeed I am not sure members are authorised to use RAAus funds to undertake legal action and as such it would have to come out of members' own pockets. I do concede that if current or future court cases find that SR was improperly reinstated a legal can of worms could be opened.

 

Having said that, the Registrar WILL take action if the Act above is breeched...including the power to remove Board (committee) members. By my reading of the Act our Board has breeched Sections 71 - 74 (or parts of them) in relation to the missing financials. The penalty could be over 80 penalty units (a penalty unit = $110)

 

 

[dodo]

Breach of 73 is obvious. 71? Unknown. How would you know how the accounts were kept (sec 71) if they are not published ( sec73) to members?

 

I do not want RA-Aus to be diminished, but the board are doing that for us. How about just publishing the accounts before someone dobs us in for not publishing them? Is there something wrong with the accounts?

 

dodo

 

 

[kaz3g]

Is there something wrong with the accounts?dodo

Who would know? We the members and owners of the Association don't because we are not privy to the report.

 

Kaz

 

 

[Powerin]

Breach of 73 is obvious. 71? Unknown. How would you know how the accounts were kept (sec 71) if they are not published ( sec73) to members?I do not want RA-Aus to be diminished, but the board are doing that for us. How about just publishing the accounts before someone dobs us in for not publishing them? Is there something wrong with the accounts?

 

dodo

Yeah, granted, 71 is a stretch....(b) is what I was looking at in that if the accounts haven't been audited perhaps it was because they weren't able to be "conveniently and properly audited"

72 deals with accounts being prepared in time for the AGM. Were any presented?

 

73 obvious

 

74 - were the accounts audited 14 days before they were required for the AGM? If so, why weren't they presented? The caveat is that "reasonable steps" need to be taken. It could be that reasonable steps were taken but they didn't succeed.

 

(Sorry for the thread drift)

 

 

[kaz3g]

The response is my own based on my reading of the valid legislation. I do have over 30 years of experience in reading legislation so I generally hit pretty close to the mark. If you read my other responses you might note that emails are valid if posted to the correct place....regards

Dear Gavin

 

The mark seems pretty safe to me at the moment!

 

My background is primarily in the criminal law as a prosecutor and defence lawyer so I have had to do a little research to satisfy my desire for accuracy.

 

The valid legislation is the Associations Incorporation Act 1991 of the Australian Capital Territory. You will find a copy here http://www.ors.act.gov.au/community/associations/legislation

 

The ORS website also gives info on model rules. Google "Austlii" and follow your nose if you want to read other legislation in the A.C.T. (or elsewhere).

 

RAAus is incorporated in the A.C.T. The provisions of the Commonwealth Corporations Act you referred to do not apply to the circumstances of SR's resignation which, as I said before, is final and absolute in my view.

 

What does deal with the issue very clearly is s13B of the Electronic Transactions Act of the A.C.T. which has already been referred to by another poster. It explains why the notice of his resignation was more than sufficient for the purpose.

 

The Associations Rules are essentially the A.C.T.'s model rules with some variations. You need to read them carefully to be fully aware of your obligations as a committee member.

 

It is also very instructive to read the Associations Practice Manual provided by the Office of Regulatory Services to assist committees in achieving that level of understanding. This is available at http://www.ors.act.gov.au/resources/attachments/Associations_Practice_Manual.pdf

 

Of particul;ar interest are the following points from the Manual:

 

5.7 It is not mandatory to have a registered office (sort of scotches the reference to the Commonwealth Corporations Act I would suggest)

 

8.6 Committee must present 3 documents to members at the AGM:

 

1. auditied statement of accounts

 

2. auditor's report

 

3. a report by two current committee members regarding the audited accounts

 

8.9 Must lodge an Annual Return with the ORS within 6 months of the end of the financial year (a failure two years running can result in the seizure of assets and deregistration.

 

10.9 The ORS can investigate if there is a reasonable belief that an offence has been committed (you need to look at sections 72-74, 108 nd 109 of the Act again to realise that you can be held to have offended against the section along with the Treasurer and Secretary).

 

What some of the Committee and staff are doing right now seems to me to be akin to the boy sticking his finger in the dyke to try to hold back the flood. I can't urge strongly enough the coopting by the Board of any members qualified and able to assist in whatever way and the employing of adequately qualified technical staff on short contract to work with them.

 

Kaz

 

 

[Captain]

Thanks for your post Kaz, and for the background work you have done in preparing for it. Greatly appreciated.

 

Further, I say that this President's demands for absolute support from Board Members goes a long way to preventing effective functioning of the Board/Committee system with an association such as ours. I expect/demand that Board Members be free to present the Board with a full range of the arguments associated with all matters under consideration and for Board Members to be free to be able to push for better governance (as an example), not just tow the Runciman hup-two-three line. As Gavin has said, member Runciman works hard for the association, but if he does it the way that he says that he requires it in his resignation letter, and if he treats members and suppliers as he does in the emails in Ian's post, I wish member Runciman would stop working hard for us.

 

And I still say that under ex-president Runciman's leadership, RAA has lurched from one disaster to another to a few resignations to another disaster to a lack of Constitutional compliance.

 

Where to next?

 

 

[Riley]

Thanks for your post Kaz, and for the background work you have done in preparing for it. Greatly appreciated.Further, I say that this President's demands for absolute support from Board Members goes a long way to preventing effective functioning of the Board/Committee system with an association such as ours. I expect/demand that Board Members be free to present the Board with a full range of the arguments associated with all matters under consideration and for Board Members to be free to be able to push for better governance (as an example), not just tow the Runciman hup-two-three line. As Gavin has said, member Runciman works hard for the association, but if he does it the way that he says that he requires it in his resignation letter, and if he treats members and suppliers as he does in the emails in Ian's post, I wish member Runciman would stop working hard for us.

 

And I still say that under ex-president Runciman's leadership, RAA has lurched from one disaster to another to a few resignations to another disaster to a lack of Constitutional compliance.

 

Where to next?

Your choice of wording "expect/demand" is interesting in that my emails to both my area board representative and the president last week seeking the president's consumation of his resignation contained the nearly same phrase ("expect/require"). Needless to say, I got hand-balled by both (but they both did respond). In the meantime, no matter who does what in RAA Canberra or how hard they do it, my aircraft still sits on the ground despite that I have done everything that I was required to by the RAA. Not happy Jan.

 

 

[pudestcon]

Your choice of wording "expect/demand" is interesting in that my emails to both my area board representative and the president last week seeking the president's consumation of his resignation contained the nearly same phrase ("expect/require"). Needless to say, I got hand-balled by both (but they both did respond). In the meantime, no matter who does what in RAA Canberra or how hard they do it, my aircraft still sits on the ground despite that I have done everything that I was required to by the RAA. Not happy Jan.

I didn't realise you got tangled up in this Riley. I hope your grounding is lifted real soon.

Pud