RAAus General Meeting Called

[David Isaac]

I think it may be a standard thing in many constitutions, motions to be voted on at meetings have to be lodged with the secretary a set time before the meeting, time could be 2 weeks or so depending on the constitution.

It certainly is standard to give notice of all proposed resolutions at an Annual General Meeting (AGM) and standard at any meeting when a proposed motion is a 'special resolution', (special meaning any resolution that requires more than a simple majority, typically 75% of those present in person or by proxy to be accepted and adopted. Typically any resolution for constitutional change is a special resolution).

There is no requirement in our constitution for 'notice' for an 'ordinary resolution' (a resolution requiring a simple majority of those attending in person or by proxy to be accepted and adopted) at a General Meeting.

 

Notice of any proposed motion is always required at an AGM. An AGM is a unique meeting with special provisions spelled out in Rule 22 of the constitution, there is NO provision to discuss matters of general business at an AGM because you cannot put motions without 'notice' at an AGM.

 

General business can only be discussed at a General Meeting and incidentally we have not had a General Meeting under the current constitution, because the Board has never called one and there has never been an opportunity for the members to give the Board direction in any meeting. The meeting at Natfly two years ago was not a General Meeting. It would appear the Board may not understand the difference in function between the two types of meetings ... or alternatively they do ... in which case their attempts to stifle this meeting appear unconscionable.

 

This meeting called by members in February is NOT an AGM, and there are NO 'special resolutions' proposed.

 

Our constitution (Issue 12 – September 2012) states the following (my underlining):

 

"23. Other General meetings - calling of

 

(i) The Board may, whenever it thinks fit, convene a general meeting of the Association.

 

(ii) The Board shall, on the requisition in writing of the lesser of 5% or 100 Members, convene a general meeting of the Association.

 

(iii) A requisition of Members for a general meeting;

 

(a) shall state the purpose or purposes of the meeting;

 

(b) shall be signed by the Members making the requisition; and

 

© shall be lodged with the Secretary.

 

(iv) The Board shall convene a General Meeting each year in conjunction with the annual National Fly-in, “NATFLY”. The NATFLY General Meeting is to be held on the Saturday of NATFLY commencing at 11 a.m. Local time.

 

24. Notice

 

(i) Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the Secretary shall, at least 14 days before the date fixed for the holding of the General Meeting, cause to be sent by pre-paid post to each Member at the Member's address appearing in the register of Members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

 

(ii) Where the nature of the business proposed to be dealt with at a General Meeting requires a special resolution of the association, the Secretary shall, at least 21 days before the date fixed for holding of a Special General Meeting, cause notice to be sent to each Member in the manner provided in sub-rule (i), specifying, in addition to the matter required under that sub-rule, the intention to propose the resolution as a special resolution.

 

(iii) No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to Rule 22 (i),

 

(iv) A Member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the Member."

 

Note sub clause (i) ....a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

 

and sub clause (iii) No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, .....

 

The only reference to requiring to give notice of a proposed resolution relates to 'special resolutions' and is found in the last sentence of 24(ii). There is NO requirement in the constitution for any 'notice' of a proposed ordinary resolution at any General meeting. If there was a requirement to give 'Notice' for an ordinary resolution it would effectively stifle any resolutions from general business in any General Meeting. The absurdity of such a required 'Notice' for an ordinary resolution should be obvious.

 

In fact one could argue that Clause 24 (iv) "A Member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the Member." makes NO requirement to notify any ordinary resolution, simply a requirement to "give notice in writing of that business". So if you propose to bring "business" to a general meeting it is reasonable to assume an ordinary resolution may result ... where is the requirement to give 'notice' of that proposed ordinary resolution? How would it be possible to give notice of a resolution from discussion that had not yet occurred?

 

Disclaimer: I am no lawyer, but my simple mind can find NO requirement to give notice of an ordinary resolution at a General Meeting, so if greater minds than mine determine that 'notice' must be given, where in the constitution or the ACT Act or regulations does it say so?

 

The notice of meeting issued by the secretary clearly stated the intention to consider, debate and vote on motions from the floor resulting from the discussions at the general meeting. See the notice of meeting below:

 

“Dear RA-Aus Member,

 

I, as Secretary of Recreational Aviation Australia Inc. (RA-Aus), have received a requisition from members of the association to hold a General Meeting of the Association prior to 19 December 2012. The requisition was duly signed by the required number of members of the association in accordance with Rule 23 (ii) of the Constitution of RA-Aus.

 

In accordance with Rule 24(i) of the constitution I am required to send, by pre-paid post, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting. The details of the meeting are as follows:

 

Location: The Office of RA-Aus

 

3/1 Pirie Street

 

FYSHWICK

 

ACT 2609

 

Date: Saturday 9th February 2013

 

Start time: 09:30

 

As required by Rule 23 (iii) (a) of the constitution the purpose of the meeting has been stated as being for:

 

1. The Board Executive and Board Members to give an account to the Members of their stewardship of the Association.

 

2. The Board to inform the Members how the current state of affairs was arrived at and what plans the Board has to ensure RA-Aus is never again so challenged.

 

3. Questions from the floor of the Board Executive and Board Members.

 

4. Motions from the floor to be considered, debated and voted.”

 

EDIT: 4/1/13 to clarify General Meetings and ordinary resolutions resulting from discussions at General Meetings.

 

 

[Captain]

Ladies and Gents particullarly Victorian members. I wish to advise you at this time that the RAA board is in discussion about the upcoming meeting in February. An issues raised is that several board members are suggesting that they do not believe a motion can be raised from the floor on the day of the meeting. It is based on their interpretation of our constitution. I wish to inform the Vic members that I have indicated my disapproval at the interpretation and I have also suggested that they seek advice from a Lawyer who specialises in constitutional law.If you have any questions concerning this issue I suggest you consult with your elected reps. I will update this forum when and if more information comes to light.

 

Regards,

 

Jim Tatlock

 

Victorian RAA representative.

Congrats and respect from me too Jim,

 

To all members intending to be there on Feb 9th, please do not allow these potential actions by the Board disuade you from attending.

 

In fact I urge all members to mobilise others to come and have their say.

 

And remember that if members are gagged in any way on Feb 9th, we all have another opportunity at Natfly in a follow-up meeting if it is necessary.

 

While my personal position is that I have been bitterly disappointed by numerous actions & inactions by this Executive, by our CEO that finishes up tomorrow (yippee), & by some on this Board, in my view this meeting on Feb 9th (and at Natfly if necessary) are vital to:

 

• Get the issues out for open discussion by the membership,
   
   
  
• Remove the paranoid secrecy of this Executive,
   
   
  
• Sheet home accountability where it is obviously needed,
   
   
  
• Discuss reforming key items of the structure & operations of RAA so that one audit failure NEVER happens again, let alone 4,
   
   
  
• Allow the will of the membership to be discussed and heard (and motioned/voted-on if needed).
   
   
  

 

 

Allowing the membership as a whole to have their say is what is vitally important, so please attend if you can, and please give your proxy to an attendee that you trust with your vote, if you cannot attend.

 

Regards Geoff

 

 

[Pilot Pete]

Jeeeez....... I thought a meeting was for putting forward motions and voting on them. Each club and P and C I've been involved with operate this way and RAAUS is no different. By their very actions and attitude on this subject they have dug their own graves. I would have thought they would have been like the rest of the normal members and have a vested interest in seeing RAAUS turned arround and set on a new course. Surely they cant be happy with the situation we are in. I thought that being on the board ment that a person would be very passionate about their association and would do all they can to help guide it from strength to strength. Why are some of these people on the board? Is it so they can say "LOOK AT ME....I'M ON THE BOARD, I'M A HERO !!!!!! " or is it so they can say to themselves "I was there and presented and voted as the majority of the members I represent wished me to. " Its not like they are in a politicle party where they vote as their party wants them to.

 

JUST WHAT IS IT THE (SOME)BOARD MEMBERS ARE AFRAID OF ?

 

JUST WHAT IS IT (SOME) OF THE BOARD MEMBER ARE HIDING ?

 

Why not just say"hey folks....we have some major stuff ups here, can we have some help on sorting it out and lets have a meeting asap to get the ball rolling and let everyone know whats happening. We have a large knowledge base out there and it would be great to get some input from those who are well versed in the areas of need.

 

I know a lot of this has been said before in some form or another but I would like to challenge the board and exec to put aside their personal agendas and to involve the members as much as possible to turn this mess arround. I ask this with respect and mean this in the best possible way. I know that being on the board is a voluntary thing, so think back on why you wanted to be on the board and if it is because you are passionate about flying then act like the rest of us and help bring our organisation up to scratch and turn it into something the rest of the world would be envious of .

 

Forgive me if this all seems so repetitive but as this forum is about having a say then this is mine

 

 

[winsor68]

By their very actions and attitude on this subject they have dug their own graves.

Agreed...

 

 

[Pilot Pete]

My thanks to John (south qld) and Jim (Vic) for their openes on board matters. Remember, if you are feeling like you are being alienated by others, be aware that there are hundreds of us that are standing with you.

 

 

[Spriteah]

Jim is out of the two person circle of trust. In fact I'm now referred to as mr Tatlock. About a week ago I was Jim.

 

 

[David Isaac]

Jim is out of the two person circle of trust. In fact I'm now referred to as mr Tatlock. About a week ago I was Jim.

Sorry to hear that Jim, keep up the good work.

[dazza 38]

Sorry to hear that Jim, keep up the good work.

Me as well, but it isnt surprising. Its not the first time that a board member has been alienated from the exec.

 

 

[turboplanner]

Jim is out of the two person circle of trust. In fact I'm now referred to as mr Tatlock. About a week ago I was Jim.

He's not out of the REAL circle of trust....that of the Members, and a lot of them.

 

Keep up the good work Jim

 

 

[drifterdriver]

Me as well, but it isnt surprising. Its not the first time that a board member has been alienated from the exec.

You only have to look at Mr McKeown or was it My McKeown (sorry its an inside joke).

 

Nick

 

 

[Powerin]

Well, up until I read that (thanks Jim), I was (still) willing to give the Board the benefit of the doubt. I really thought we would be better off sticking with them and working through the problems. No more.

 

Again we see this mentality of raising the drawbridge and keeping the peasants out. Rule with an iron fist. Dig in and use every method possible to hold on to power. It says so much that they are willing to use technicalities in the attempt.

 

I believe, as David says above, that the purposes of the meeting were clearly stated and that motions can be taken from the floor. Do they really think a team of lawyers might save them from the wishes of members (whatever they may be)? If they succeed I can guarantee my signature will be the first on the piece of paper calling for another General Meeting with a single very specific purpose.....

 

EDIT: sorry...I didn't mean to tar all Board members with the same brush...you know who you are

 

 

[Teckair]

He's not out of the REAL circle of trust....that of the Members, and a lot of them.Keep up the good work Jim

Yes just do not forget that Jim.

 

 

[Pete Greed]

We also must remember that Jim is also one of our elected Victorian representatives with that special status of "Board member". His support in framing and supporting any resolutions/motions coming from the membership will be of critical importance in re-establishing healthy RAAus governance. As members we also have a responsibility to ensure that things are put right by using proper and fair process in keeping with our constitution. Like it or not the elected Board is responsible for the stewardship of RAAus and the meeting on Feb 9th will be the opportunity for members to express, in a balanced and constructive way, what we believe is wrong with the organisation. Some will say there is nothing wrong with the organisational structure of RAAus and that it is all about people - the Board and Management. From my own experience I would strongly disagree with that opinion and look forward to seeing RAAus take the positive steps to update its governance and management structures befitting of its position as a national leader in recreational aviation.

 

 

[Captain]

Jim is out of the two person circle of trust. In fact I'm now referred to as mr Tatlock. About a week ago I was Jim.

Sorry to hear that Jim, but wear it like a badge of honor.

 

Doing what you see as the "right" thing by the members in your region will always win out in the end.

 

The way you are being treated appears consistant with what others have reported.

 

To summarise, if you are a good little Board Member and go along with the Executive clique, don't ask too many questions, and don't communicate with your membership too much (just give 'em the minimum approved message) you are inside the "circle of trust" but can't possibly do a good job as a Board Member or as a Regional Rep.

 

As soon as you are proactive and diligent as a Board Member (& particulrly if you should be so bold as to disagree with anything that the Executive have proclaimed and handed down to you) you are drummed out and treated poorly, called "Mr" and I believe that there may have even been examples where the diligent Board Members who are outside the fairy circle have even been omitted from some Board correspondance.

 

This treatment of diligent & proactive Board Members by this Executive, & their fairy circle of compliant Board Members, is corrupting the Board Structure and HAS TO STOP.

 

And just to be clear, this Executive is Runciman, Middleton and Reid and these 3 have had direct line stewardship over RAA through disaster after disaster after groundings over recent years ........ and this behaviour cannot go on if RAA really does wish to fix itself.

 

Roll on Feb 9th, and I again urge all members to attend to have your say, or arrange a suitable proxy.

 

Regards Geoff

 

 

[webbm]

post removed... Sorry!

 

 

[Pilot Pete]

G'day Jim...er..Mr Tatlock......er...no, lets make it Jim.Sorry to hear of your alienation, but I know that when the time comes you will be one of the board members asked to stay.

 

 

[Thirsty]

I can't make it to Canberra in feb so how do I go about organising a proxy? Should I just pm someone I think will do the right thing with my vote?

 

 

[Captain]

I can't make it to Canberra in feb so how do I go about organising a proxy? Should I just pm someone I think will do the right thing with my vote?

This reply is off subject, so apologies for that Jim, but Thirsty .............. I suggest that you identify someone who you trust and who is attending the meeting on Feb 9th.

 

Let them know your views on whatever are the key issues for you and instruct them on how you would like your proxy used.

 

Then send them your proxy form once you receive it.

 

Hope that helps.

 

Regards Geoff

 

 

[Thirsty]

Yep sorry jim for hijacking, should have asked in the right thread! Thanks Geoff ill pm someone.

 

 

[Bandit12]

Jim is out of the two person circle of trust. In fact I'm now referred to as mr Tatlock. About a week ago I was Jim.

Sounds like a good circle to be out of really. Hats off to you Mr Tatlock for obviously not towing the line and actually trying to represent the members.

 

 

[Guernsey]

Spriteah, the membership loves you so calls you Jim, the board respect you so they have elevated you to Mr. Congratulations.

 

Alan.

 

 

[AlfaRomeo]

There are some on the Board who look at their title "Members Representative on the Board" and see only "Board Member" and think "Director" or "Powerful Official". Clearly, when Jim looks, he sees "Members Representative".

 

Well done Jim, I know it is not easy to hold your nerve while standing against a bunch of would be bullies. But in the end, their ineptitude just makes you giggle. And there are enough of us with great determination to drive the Board back to democracy, good governance, sensible management and collegiate teamwork and away from a command and control dictatorship.

 

 

[Guest airsick]

Ladies and Gents particullarly Victorian members. I wish to advise you at this time that the RAA board is in discussion about the upcoming meeting in February. An issues raised is that several board members are suggesting that they do not believe a motion can be raised from the floor on the day of the meeting. It is based on their interpretation of our constitution. I wish to inform the Vic members that I have indicated my disapproval at the interpretation and I have also suggested that they seek advice from a Lawyer who specialises in constitutional law.If you have any questions concerning this issue I suggest you consult with your elected reps. I will update this forum when and if more information comes to light.

 

Regards,

 

Jim Tatlock

 

Victorian RAA representative.

This is interesting. In the past the board has allowed motions from the floor (and rightly so). To not allow motions on this occasion simply highlights that this board (which consists of largely the same members as in previous meetings) is adept at interpreting and re-interpreting the rules to suit their own ends.

 

My suggestion is to raise a motion from the floor, have it refused by the board and then observe the fall out. Right or wrong, the membership has spoken and the board would be foolish to not listen. I welcome such a refusal from the board, it will reinforce my views that the board (minus a couple of decent members such as yourself Jim) is working for themselves and not the association.

 

The mere suggestion that this is the case makes me inclined to make the first order of business of the meeting some sort of motion. I'd like to see what happens...

 

 

[Guest ozzie]

If the board refuses to accept motions from the floor at the meeting i strongly suggest a call of no confidence be raised and the board immeadiatly sacked and removed from the RAAus.

 

 

[Guest ozzie]

BTW for the benefit of those that cannot attend like myself i would appreciate it if those with Go Pros etc record the meeting and post it to you tube etc.