Board Member Costs Advice Sought

[Guest Andys@coffs]

Don't agree with that either.( I'm responding to Andy here Geoff.) How do the members get their views represented and acted upon in your structure? Do you just want to reduce board power because they haven't acted well in this instance? It would be wrong to respond to any situation based on one particular outcome that may be an unusual circumstance. Where is your line of responsibility back to the members ?

Nev

An approach such as I believe Geoff and I are advocating removes no Board power at all, ultimately they set strategy and measure the Boss on achieving it. The Boss is, in a healthy relationship, supposed to tell the board what he needs to meet their requirements and they then negotiate to increase budget, or headcount or lengthen timelines so that a workable/ achievable plan is produced, set in motion and then statused regularly.

 

I have seen no signs of workable/achievable plans, and no signs of proper review of pregress. Now , it may occur and we just dont see it...but I suspect with where we are that it probably doesnt exist or if it does is ineffective.

 

If individual or groups of members feel that teh Boss and his employee hierarchy have given them a raw deal then if they cant find middle ground with the employees directly they have the right to turn to the board. If teh board agree they have been hard done by then they produce or change a strategy that teh boss then gets to enact.

 

Have I missed your point?

 

Andy

 

 

[SOS]

I can't find much wrong with Andy's view...especially adherence to the KISS principle, strategies and action plans.

 

If I've got it correct,

 

The GM will report to the Board,

 

The Techie will report to the GM ... with a possible link to the Board and CASA, if necessary;

 

The Office Staff will report directly to the GM.

 

However, I'm still a bit vague on where the President, Treasurer, Secretary fit in ... do you see them as "just members of the Board" as far as responsibility and

 

"managing" the GM go?

 

Or, do you see them having a "control" over him ... greater than the rest of the Board?

 

 

[facthunter]

Policy is what the members produce through the board. There has been policy documents in the past. It's the only way to keep the show under control. Everyone operates under it. If it is not appropriate the members change it.

 

My concerns are simple. What is the authority structure in this organisation? Communication seems to be the current concern. Fine get communication but what do we do with it? You need the board to express the members views and impliment them. You don't vote for CASA. You just accept what they do under their authority. We don't want that sort of thing for us This show is run by the members. Don't water down that right. Nev

 

 

[SOS]

Nev ... it appears to me that your concern is ... how does the Board get the Policies, that they turn into strategies, which they, in turn give to the GM?

 

I would be interested in how that is done now. I haven't been in long enough to have a handle on that.

 

If there is no current mechanism, then, perhaps there should be!

 

 

[Captain]

Don't agree with that either.( I'm responding to Andy here Geoff.) How do the members get their views represented and acted upon in your structure? Do you just want to reduce board power because they haven't acted well in this instance? It would be wrong to respond to any situation based on one particular outcome that may be an unusual circumstance. Where is your line of responsibility back to the members ?

Nev,

 

I know that you are responding to Andy, but I am on a roll (and role...).

 

My concept is that the Board is the interface with the members (it isn't now but it should be).

 

The board establishes what policy, other actions, and reporting that it requires from the employees.

 

The CEO/GM is responsible for the implementation of the Board's wishes.

 

The President should provide leadership and chairmanship to the Board, but that does not also require that he be the head bully.

 

The Prez, Secretary and Treasurer are servants of the Board and should not be anointed deities as they are now.

 

The Board should keep the members informed and each Board member should take member's concerns and desires to Board Meetings (this is a new concept for many RAA Board Members although they dish up tripe & other offal to us all when they wish to suck a vote out of us).

 

If the CEO/GM and staff do not carry out the Board's wishes, the Board sanctions or sacks them. If the Board Members don't carry out the Member's wishes (or if the Board and Employees fail to look after the member's interests, or if hypothetically say some members are grounded because of amateurish administration in RAA .................... say ....... the members should let the Board know what they think of them and flick those that are hopeless or not communicating).

 

It has been described very well to me recently that some of the existing Board just turn up for the sandwiches .......... and to have the wank about being a "Director".

 

Regards Geoff

 

 

[kaz3g]

"How do the members get their views represented and acted upon in your structure?"

 

By firstly electing representatives who will provide proper representation and sacking them if they don't;

 

By requiring those representatives to establish a clear mission statement and specific goals and objectives supported by good policies and procedures (all of which must be published on the website); and

 

By holding those representatives accountable for ensuring that the appointed manager implements them and reports the fact back to the Committee at least quarterly and to the members in the annual report.

 

The Committee has to formulate KPI's (key performance indicators) for its General Manager and assess his performance against them generally on an ongoing basis and specifically at each annual review before renewal of the contract.

 

The GM has to be responsible for regularly bringing the goals, objectives and policies back to the Committee with recommendations for their updating, amending, reviewing as required and appropriate. None of these should become or remain a static, dead object set in stone... they must be alive and refreshed to meet new challenges and a constantly changing environment.

 

Where are our policies on the establishment and maintenance of operations and technical files. What do they say about reviews/audits, content and compliance needs?

 

What policies do we have to ensure everyone understands their obligations not to discriminate against other employees, the members or third parties?

 

Very importantly, where are our policies on fiscal responsibilities?

 

The expenditure of association monies and their authorisation are basic, vital policies needed to ensure that everything to do with income and expenditure is done in an open, honest and transparent manner. This includes the manner in which we contract for the supply of services so there is no suggestion that any old boys' network is in operation or something more sinister (still wondering what the new financial audit has been called for; why the same auditors are doing it instead of forensic accountants; and what relationship this might have with the inflated membership figures).

 

Where is the policy that sets out delegations? What are the relative authorised expenditure limits for the Admin Officer, the GM, the Executive and even the Board before the matter goes to the next level including up to the membership itself for approval?

 

Who can make media statements and on what sort of matters?

 

These things are called governance and they are what Committees and Boards are supposed to be about.

 

Management is what they pay someone to do and hold them accountable for.

 

kaz

 

 

[facthunter]

I think the BOSS you are creating might prove to be a "monster" that you won't manage well . The board didn't manage this one well.

 

Many of the reps may be more knowledgeable than the GM in certain matters. if the Techman or any other specialist has to filter his report through the BOSS it may not be as accurate as if the responsibility is direct to the board. At the time they are questioned by the board as to detail. I did this myself on the one occasion that I was there, and the matter was important enough to be rescinded later.

 

The GM is an "M'" as manager, not fount of all knowledge. Sure, have more board communication/ IT based meetings no-one disagrees with this, but unless you give them real function and involvement who would want to do that job as a board member?. By law they have the responsibility anyhow. To exercise that they must have and use that authority. I respect you blokes but I can't really see where you are taking this. I try to get a working model of what you propose, and it doesn't connect. The current structure operating properly will work and provides safeguards if things go wrong.It may take time and effort as it has done here, but you have the law and an approved structure on your side and the power is in your vote. I say again, don't weaken it. Nev

 

 

[Guest Andys@coffs]

I can't find much wrong with Andy's view...especially adherence to the KISS principle, strategies and action plans.If I've got it correct,

The GM will report to the Board,

 

The Techie will report to the GM ... with a possible link to the Board and CASA, if necessary;

 

The Office Staff will report directly to the GM.

 

However, I'm still a bit vague on where the President, Treasurer, Secretary fit in ... do you see them as "just members of the Board" as far as responsibility and

 

"managing" the GM go?

 

Or, do you see them having a "control" over him ... greater than the rest of the Board?

As an ACT incorporated Association we have to meet the obligations in the legislation (act) that controls how we operate and our constitution. Both the act and the constitution tells us what the roles of the Pres, Sec and Treasurer are. Its my view that the obligations in the act and the constitution are obligations by those special board members to the rest of the board, not to the CEO/GM. If the CEO/GM is instructed by any or all of the 3 office bearers then it had better be them communicating whole of board (or more accurately majority of board which should then become whole of board) instructions and not just instructions from these 3 in isolation to the rest of the board would be my view.

 

To take George Orwells prose and mangle it, It is definately not a case of "All board member are equal, some are more equal than others!"

 

In years gone past when Technology limited the ability to speedily manage a national organisation cost effectively in near real time perhaps there was a need for the exec to be able to take interim positions in the interest of time, and enact. I think times have changed and I dont see why we need a group of people with powers of action above others on the board, as my personal view.

 

Andy

 

 

[facthunter]

Geoff , your last post was pretty much as I see it. I didn't see the people calling themselves directors. though. Let's call the board the Executive Committee as that describes their role.

 

The so called CEO... Lee Ungermann was the first I believe and I'm only having a little GO I think is a bit over the top. A Chief Executive Officer would imply that there are a lot of executive officers of which this one is the chief HMMMM.!!

 

Would Office Manager be closer? Perhaps I am being hard.

 

Operations Managers and Tech managers are specialists. The authority on that matter within the establishment. Who else would know more about their field of expertise than them?

 

If you had an accountant/finance manager (s)he would also be the top person in that field within that organisation,also

 

IF you had a need at a board ( Executive Committee)meeting where you wanted detailed information on the respective matters, logically you would address the "expert" rather than anyone else. ie the Office Manager.

 

This is the way I see it running.

 

Concerns as to the suitability of the current holders of these positions don't mean the system won't work. While voting is the way people get there the fault lies with the membership ( as a philosophy). In practice this is a bit hard to achieve and in the past the voting effort has been abyssmal, by and large. Nev

 

 

[Guest Andys@coffs]

I think the BOSS you are creating might prove to be a "monster" that you won't manage well . The board didn't manage this one well.Many of the reps may be more knowledgeable than the GM in certain matters. if the Techman or any other specialist has to filter his report through the BOSS it may not be as accurate as if the responsibility is direct to the board. At the time they are questioned by the board as to detail. I did this myself on the one occasion that I was there, and the matter was important enough to be rescinded later.

The GM is an "M'" as manager, not fount of all knowledge. Sure, have more board communication/ IT based meetings no-one disagrees with this, but unless you give them real function and involvement who would want to do that job as a board member?. By law they have the responsibility anyhow. To exercise that they must have and use that authority. I respect you blokes but I can't really see where you are taking this. I try to get a working model of what you propose, and it doesn't connect. The current structure operating properly will work and provides safeguards if things go wrong.It may take time and effort as it has done here, but you have the law and an approved structure on your side and the power is in your vote. I say again, don't weaken it. Nev

I'm sorry Im not being as clear as I should be.....One of the problems with this type of communication as the only mechanism for putting a position

 

It may seem like Im arguing for a lot of change when in reality Im arguing for minimal change, in fact the orgstructure/hierarchy doesnt really change just roles and responsibilities get clearly defined for that existing structure, most notibly for the board and the single boss employee.

 

If we clearly define the roles then I think much of what has gonbe wrong would not be repeated if people stayed within defined roles and didnt when things become screwed try to fix everything themselves.

 

I absolutely agree the GM role is not a guru of aviation role and I have personally argued previously that the GM role in my view required excellence in management and Aviation knowledge is just a bonus if it exists, rather the aviation outcomes required are to be defined by the board and enacted by the GM and his specialist staff.... and overseen for effect by the regular reviews of the board who ensure that what we get delivered is what we want..

 

Sorry if this isnt clear I suspect you and I if we could talk about this would find ourselves in violent agreement

 

Andy

 

 

[facthunter]

SOS, a policy "manual" did/does exist.

 

I think with everyone fighting, It is too sophisticated to be a feature of the normal processes of the last few years. The process of establishing them, is the policies are presented and voted on at board level and hopefully "someone " is made responsible for their implimentation. They can be brought up for review anytime. but to avoid being "surprised" openness is provided by the content being available a period before the paper is presented. This is similar logic to being notified of an AGM and the resolutions being dealt with being known 21 days or whatever before hand.

 

A copy of the manual( or whatever it is known as) would be available to every member. If someone acted against current policy you would have an easy process to point it out. Anyone doing it would have a problem justifying acting against policy. It's a usefull process, that potentially allows any member the right to put a principle up for consideration which when/if accepted would carry weight ..Nev

 

 

[facthunter]

I agree with that Andy and Geoff also. Anyhow a few things have ben kicked around and some of us will be clearer about a few things. One thing eveident is the "out of Synch" that creeps into this kind of rapid exchange. I beg the indulgence of some posters but I am passionate about the members having a say. I'm not suggesting that the above mentioned people are otherwise inclined as they have both put in an immense amount of work. I hope at the end of all this that a lot of good comes out of it, because so much is at stake. Nev

 

 

[Pete Greed]

Governance is ultimately based on trusting elected members, while management is about a business relationship. Both need to be measured and assessed to ensure that the stewardship of the organisation remains in strong capable hands. Micro management by amorphous, disconnected individuals or groups is not an alternative, or option for a constituted and incorporated association with agreed structures and processes.

 

Pete

 

 

[BPN]

I beg the indulgence of some posters but I am passionate about the members having a say. I'm not suggesting that the above mentioned people are otherwise inclined as they have both put in an immense amount of work. I hope at the end of all this that a lot of good comes out of it, because so much is at stake. Nev

WELL SAID FH. I agree.

 

 

[Teckair]

Dear Tecky, Facty and Thirsty,I respectfully disagree.

 

In any such organisation, I believe that some one individual needs to be in charge and responsible.

 

With the Techman and the GM both reporting to the Board, or more correctly in RAA's case, to the Executive, such a structure allows the amatuer volunteer members of the Executiuve to play alternate favourites for their own benefit and even if that is not the case, both the GM & Techman are presently part of the politics of the Board and Executive and they can also play those politics to the hilt.

 

RAA will never attract a decent GM/CEO if they cannot be responsible and have the authority to "manage".

 

In addition, I believe that an RAA weakness is what they do NOT have in their structure, and I will be raising those issues at the Feb 9th meeting.

 

Regards Ratty

 

Curses ......... beaten to the send button by Pete.

I thought that was what I had said.

 

 

[turboplanner]

Why don't you prioritise and address the actual issues first?

 

Why don't you check the glaring financials? I'd say you have about two million dollars of members funds to account for

 

There's no doubt in my mind that a couple of people have been running an interference campaign using the red herring of an alternative corporate structure, without a snowball's chance in hell of getting a 75% mandate to ever pull it off.

 

If you read the twenty or so threads you'll see they just go round and round, mostly driven by un-backed statements.

 

You've got around 8 weeks to get your stuff together for the General Meeting, and realistically you just can't bring 7,125 people to that meeting or get 7,125 proxy votes to come up with a new structure.

 

But while they've got us all arguing about that, we are not focused on the key jobs at hand, some of which may require more than just a General Meeting.

 

It's your Association to chatter away about structures all you want, but just bear in mind if you clog the threads with it, no one is thinking about how to resolve the CASA Audit issue, how to ensure it doesn't rep-occur, whether there is or isn't sufficient PL and PI Insurance cover, how many members there really are, what that means, whether there is or isn't a President in the chair now, how to get the badly affected grounded aircraft back in the air, how to ensure more aircraft are not progressively grounded for the sake of no photos or illegal specifications..............minor little things like that.

 

In addition to all that, you need a Plan B for the General Meeting in case you are outmanoeuvred - a plan with a lot more certainty of a lot faster result.

 

 

[kaz3g]

FH said: Let's call the board the Executive Committee as that describes their role.

 

And that, Nev, in my view is part of the reason why things are where they are.

 

You may have noticed that most of the time in my posts I have referred to them as "Committee" rather than "Board"? This is because they have been acting as a Committee and getting directly involved in management instead of holding their appointed Manager to account (or at least the gang of three has).

 

It is now pretty well recognised that you can't run larger organisations making decisions by way of a Committee. There are enough jokes around about this very fact and they are all based on experience. In my own field, some Community Legal Centres run on a business model and they are going pretty well despite a chronic shortage of government funds. Some are still trying to run with management by committee and they are going under.

 

The person on the spot needs to make the management decisions within the policy parameters set down by the Board. That person is a General Manager.

 

The GM doesn't need to be an expert in all things; just a bloody good manager. A good manager employs good subordinates who are experts in their particular areas and expects them to provide quality expert advice which the GM follows. If they don't measure up he sacks them.

 

In your model you have a Tech manager, an Opps manager, an Office manager and probably a Finance manager. Do you really want them all reporting directly to the Committee or Executive and how does it all happen? The answer I suggest is "very badly indeed" as experience once again shows us. Yes we need each of those people but they should be reporting through the GM.

 

In so far as the administrative function is concerned, they report absolutely and only to the GM. In regards to their expert roles, they still have line responsibility to the GM. In practice, they provide their written monthly report on matters relative to their expertise or, if the world goes arse up, a special report to the GM who then circulates it unabridged to the Board but with her comments appended to it if needed, or more likely, a simple endorsement.

 

And yes, the expert attends the Board meeting along with the GM and delivers a verbal version/explanation of the report to the Board and answers questions on it. The Board then either accepts the report or sends it back for further work or cans it... and takes responsibility for the consequences. The GM and the various experts retire from the meeting once their reports and comments have been noted and the Board then conducts its business without them. The GM should not be the minute secretary as sometimes happens because the Board's deliberations should generally be full and frank.

 

Now I don't think we need a Finance manager but I do think we need an Admin Manager rather than Office manager and I would be very happy to have an accountant doing the financials under the Admin manager's supervision. If there are already policies dealing with some of the fundamental tasks and issues, they need to be dusted off, revitalised and implemented. They need to be published on the website along with the Board Members Guidelines, Constitution, legislation, Practice Manual and all other relevant documents so all is open and transparent. All this is part of the GM's responsibilities in conjunction with the Board.

 

The place is cryingout for some new systems. They can't find things in files, FFS! Yes, they will still have to run paper files but they also need to run an electronic system. All correspondence should be digitised and stored in an electronic file clearly identifiable and correlated with the paper one. Surely they have a decent multi-function machine doing their printing, copying, scanning and faxing at a high resolution and in colour?

 

Why isn't there a bulletin board running on the website with discrete and secure sections to facilitate quick and efficient communication between individual Board members, between Board and members, and between members per se?

 

Have a look at AOPA's and the SAAA websites and see how other's do it. Look at Ian's site that we all use so much and ask yourselves why isn't he the IT consultant/provider to the Association?

 

So much crying out to be done. We need a good manager and a functional Board to bring it all to fruition.

 

kaz

 

 

[SOS]

Turbo ... all fair comment and all those issues are certainly in need of urgent resolution.

 

However, I can only see chaos if we run off to plug this hole and then plug that hole ... without getting to the bottom of what's causing our ship to flounder. You may fix the immediate leaks, but are you sure the same mysterious forces will not create new ones just as quickly.

 

No matter how slow and cumbersome it may seem, a clear plan of action is required to (a) Get rid of the source of the leaks and, then, (b) fix the existing leaks... in line with what we find.

 

And to be honest, I'm not sure how you get that plan of action ... into action. I don't necessarily see February's meeting as a cure all, but perhaps it might precipitate an agreement on an appropriate framework.

 

 

[kaz3g]

Andy said: Both the act and the constitution tells us what the roles of the Pres, Sec and Treasurer are. Its my view that the obligations in the act and the constitution are obligations by those special board members to the rest of the board... as representatives of the membership with a fiduciary duty to act in the membership's best interests.

 

kaz

 

 

[facthunter]

Ideally, the impetus for a fix would come from the board. This would be the quickest. They elect the pres sec etc. Don't say I don't think outside the square. They should just do what is their responsibility.

 

OK next move. Get your act together and have all the proxies with resolutions prepared and all tee's crossed and I's dotted. Use the resources you can count on and be realistic . Just having numbers present isn't a guarantee of anything. nev

 

 

[SOS]

Nev ... I hope you're right. That's the way it's supposed to happen ... and it would certainly saves us all a lot of heartache and time! ... and I could be watching the cricket, instead of hurting my head here!

 

 

[Guernsey]

What building are they using for the meeting and how many people will it hold?

 

Alan.

 

 

[cazza]

I believe the meeting was scheduled for the office which will hold about 60 people. They only have about 20 chairs. The rest can stand???????????? (That's what a previous employee told me once when I said a larger than usual number of members would be at the agm).

 

 

[Spriteah]

Ladies and Gents. I have found this current conversation one of the best I have read on this forum. I believe the board needs a complete makeover. Currently we have 13 members that are not working on a common cause. I have asked about a business plan but have received no answer yet. There used to be one but I think it's been parked and not followed of recent times. I have offered to take in on but with so much I find you get no feedback if others have no interest in the topic you wish to discuss. This is a problem with not having regular face to face meetings. Currently the Exec are also acting as GM/CEO, even before the CEO left I think they were part of the day to day decissions which was a huge mistake but that may have been caused because we didn't have good manager.

 

I also agree that the exec are servants of the board however that is not every board members view. My understanding is the office bearers take on extra work because they want to assist the board to a higher level. They can also make 'urgent' decisions which are time contrained however this is not how it's running at the moment.

 

Another issue I see is that people make their way to the board without any real governance experience. I don't see this as a problem if the member 'wants to learn' but what I am finding in some conversations they just think they know best. At times I suspect the constitution and code of conduct have not been read or if so not understood.

 

All I can honestly say to the members of this forum is unless the current dynamic of the board is changed then we will see no change to the board and in my honest opinion it is currently disfuctional. If some of the comments via email and forums to which I am privy to between board members that I will not publish here were exchanged at my workplace you would be sacked within a week.

 

Regards and hoping for a future for the RAA and a good one at that.

 

Jim Tatlock.

 

 

[Spriteah]

Cazza if that occurs I will surrendering my chair to one of the frail in attendance. To be honest I want to be in the crowd anyway.