Special Resolution 4 - Cancellation of Postal Voting

[DonRamsay]

Special Resolution 4

 

At the 2013 AGM, an amendment was passed that enabled Postal Voting. However, the antiquated ACT Incorporated Associations Act does not allow postal voting. So, we now need to eliminate Postal Voting from our Constitution so that we stay in synch with the decrepit ACT legislation.

 

It is worth noting that appointing the Chair of any Meeting as your Proxy and directing that person how to vote has the same effect as a postal vote would have had but is just a bit more cumbersome.

 

That

 

Rule 30 Appointment of proxies

 

be amended by the deletion of Sub-paragraph (iii) and that the related Appendix C also be deleted.

 

 

[cooperplace]

Special Resolution 4At the 2013 AGM, an amendment was passed that enabled Postal Voting. However, the antiquated ACT Incorporated Associations Act does not allow postal voting. So, we now need to eliminate Postal Voting from our Constitution so that we stay in synch with the decrepit ACT legislation.

It is worth noting that appointing the Chair of any Meeting as your Proxy and directing that person how to vote has the same effect as a postal vote would have had but is just a bit more cumbersome.

 

That

 

Rule 30 Appointment of proxies

 

be amended by the deletion of Sub-paragraph (iii) and that the related Appendix C also be deleted.

Hi Don,

the Victorian act allows a lot more room in this area. Maybe RAA should de-incorp in ACT and incorp in Victoria. I can guide you thru this process if necessary. It's not hard. In my opinion incorporated bodies should blow off pre-historic jurisdictions like ACT.

 

 

[DonRamsay]

. . . the Victorian act allows a lot more room in this area. Maybe RAA should de-incorp in ACT and incorp in Victoria. I can guide you thru this process if necessary. It's not hard. In my opinion incorporated bodies should blow off pre-historic jurisdictions like ACT.

Couldn't agree more about getting out of the ACT. NSW, of course, also has better legislation. Thing is RA-Aus needs to do the full-on strategic view of where it wants to be 5 years from now and then establish the Strategic Plan as to how it is going to get there. In this instance, "where it wants to be" includes all meanings of that phrase including geography, legal jurisdiction, form of incorporation and so much more.

 

When they've got that plan together then real Constitution reform can be undertaken which reflects the outcome of that study.

 

Don

 

 

[cooperplace]

Couldn't agree more about getting out of the ACT. NSW, of course, also has better legislation. Thing is RA-Aus needs to do the full-on strategic view of where it wants to be 5 years from now and then establish the Strategic Plan as to how it is going to get there. In this instance, "where it wants to be" includes all meanings of that phrase including geography, legal jurisdiction, form of incorporation and so much more.When they've got that plan together then real Constitution reform can be undertaken which reflects the outcome of that study.

 

Don

Hi Don,

I'm not familiar with the NSW legislation however I think a useful feature in these laws is for members to have the ability to participate in meetings electronically. For people to fly interstate to attend a meeting will always keep the attendance down. Participation via skype or equivalent should be encouraged.

 

 

[rhysmcc]

Hi Don,I'm not familiar with the NSW legislation however I think a useful feature in these laws is for members to have the ability to participate in meetings electronically. For people to fly interstate to attend a meeting will always keep the attendance down. Participation via skype or equivalent should be encouraged.

Some kind of Skype or video streaming of AGM's with electronic voting on resolutions, something we should be aiming towards. Such technology should also be used for board meetings, so they can be more regular without directors having to head to ACT.

 

 

[DonRamsay]

. . . Such technology should also be used for board meetings, so they can be more regular without directors having to head to ACT.

The Constitution currently requires two face-to-face Board Meetings each year. Neither have to be in Canberra. One has to be in conjunction with the AGM and the other in conjunction with NATFLY? Of course the Board may meet at other times at their discretion. They actually have an almost continuous "Board Meeting" via a private online forum (Board Members Only). Many decisions are taken via those meetings and result in formal Board Resolutions.

 

Meeting formally only twice a year is ineffectual. My belief is that they should meet formally on a quarterly basis. These meetings need not to be face-to-face but could be via Skype or equivalent. These Meetings should be short, sharp decision making meetings predicated on all Baord Members getting themselves fully briefed on all issues prior to the meetings. Briefed on Operational, Technical, Financial and Administrative matters via reports from the Managers through the General Manager.

 

Don

 

 

[cooperplace]

The Constitution currently requires two face-to-face Board Meetings each year. . My belief is that they should meet formally on a quarterly basis. These meetings need not to be face-to-face but could be via Skype or equivalent.

 

Don

I agree Don, this is an area where the constitution should change. Face-to-face meetings are expensive, disruptive to people's lives, and unnecessary. To qualify that last point, I believe that once all members of a board have met in person and established a working relationship, teleconferences are fine. They are not, IMO, as effective for a group of people who have never met in person.

 

 

[kgwilson]

Special Resolution 4At the 2013 AGM, an amendment was passed that enabled Postal Voting. However, the antiquated ACT Incorporated Associations Act does not allow postal voting. So, we now need to eliminate Postal Voting from our Constitution so that we stay in synch with the decrepit ACT legislation.

It is worth noting that appointing the Chair of any Meeting as your Proxy and directing that person how to vote has the same effect as a postal vote would have had but is just a bit more cumbersome.

 

That

 

Rule 30 Appointment of proxies

 

be amended by the deletion of Sub-paragraph (iii) and that the related Appendix C also be deleted.

Don,

I thought I would complete a proxy for the AGM but I don't know who to nominate as a member and member number &/or alternative must be specified. Also the Proxy form is an appendix to the constitution and not in the Forms section where you might expect it to be.

 

I don't think it would be valid to nominate the Chair of the meeting as while it is normally the President, that may change and the President may not be the President by the time the meeting is held & even if he is, the chair may be delegated to someone else & neither of these people may be who I give my proxy to. Also in the contacts section it still shows Rod Birrell as President & Michael Monck as Secretary & their member numbers are not available either.

 

 

[DonRamsay]

I thought I would complete a proxy for the AGM but I don't know who to nominate as a member and member number &/or alternative must be specified.

Sorry to be so long getting back to you KGW but I've been away from the keyboard for a few days getting some character flaws worked on.

 

You can nominate the "Chair of the Meeting"rather than try and guess who will actually Chair the Meeting. You can be sure that there will always be somebody acting with that title regardless of whether the President Chairs or somebody else does. When you nominate the "Chair of the Meeting" you don't need to quote a Membership Number or an address or nominate an alternate. You will need to direct the Chair how to vote on your behalf by indicating which motions you want to vote in favour of or against.

 

Also the Proxy form is an appendix to the constitution and not in the Forms section where you might expect it to be.

True. In the past the Office has part filled in a proxy form with the date of the Meeting and the titles of the proposed Special Resolutions. I don't know why it didn't happen this time and I have suggested to Mark Clayton that he put a form up on the RA-Aus website for Members to download and complete.

 

I don't think it would be valid to nominate the Chair of the meeting as while it is normally the President, that may change and the President may not be the President by the time the meeting is held & even if he is, the chair may be delegated to someone else & neither of these people may be who I give my proxy to.

See above - "Chair of the Meeting" must always be a valid person - its just whoever occupies the Chair.

 

Also in the contacts section it still shows Rod Birrell as President & Michael Monck as Secretary & their member numbers are not available either.

Rod Birrell announced his resignation to be effective at a future date - early April as I recall. The change from Rod to Mick Monck won't be official until then.

 

Don

 

 

[kgwilson]

Thanks Don

 

Kevin

 

 

[turboplanner]

Special Resolution 4At the 2013 AGM, an amendment was passed that enabled Postal Voting. However, the antiquated ACT Incorporated Associations Act does not allow postal voting. So, we now need to eliminate Postal Voting from our Constitution so that we stay in synch with the decrepit ACT legislation.

It is worth noting that appointing the Chair of any Meeting as your Proxy and directing that person how to vote has the same effect as a postal vote would have had but is just a bit more cumbersome.

 

That

 

Rule 30 Appointment of proxies

 

be amended by the deletion of Sub-paragraph (iii) and that the related Appendix C also be deleted.

Attachment S2230 (current at 22/5/12)

 

The Associations Incorporation Act 1991

 

Page 19: "objects may be altered

 

Page 19: Rules - The Rules apply IF the Association has adopted the Model Rules.

 

Page 20: The Association can adopt other rules and has no obligation to stick to the Model Rules - it can write a complete set of its own

 

Page 20: Rules other than Model Rules - see above

 

Page 20: Alteration of Rules - see above

 

Page 21: Illegal Objects or rules

 

Attachment S2231 (current at 22/5/12)

 

Model Rules Regulation 1991-31

 

Page 28: Voting - Note that there is nothing to prevent the Association adopting Postal Voting, Electronic Voting or any other method - the Association makes its Rules, and is not part of a Company, Local Government or Territory Government structure.

 

As a matter of interest

 

Note also on Page 28 "No member may hold more than 5 Proxies"

 

RAA Constitution (current at 22/5/12) Page 19" Item 30 Application of Proxies"

 

People from time to time have equated the RAA structure to football club, but that's the equivalent of talking about a computer with only one small software component.

 

As you can see above, you write your own constitution and rules, so you can make it as complex as the largest multi-national structure.

 

When I first read the RAA constitution, what I indentified was a combination of a base document which had not been developed much further than the model rules, overlaid, or "hacked" by clauses with placed power in the hand of a few.

 

For example, it had a Committee of Management (known as board members, perhaps later), but another committe, known as the "Executive" was imposed on top of that. This allowed decisions to be made behind the backs of the Committee, and that still hasn't been fixed.

 

And most interestingly, by deleting the maximum holding of five proxies which was included in the model rules, a single member can round up enough proxies to outvote a large group at a General Meeting, and that hasn't been changed.

 

Don I've attached the Act here, and haven't found anything in it prohibiting postal voting , so unless there is something which overrides this Act, or I've missed something this Resolution is unnecessary.

 

[unfortunately the files are too big to upload so I'll post the links later]

 

 

[turboplanner]

http://www.legislation.act.gov.au/a/1991-46/default.asp

[turboplanner]

http://www.legislation.act.gov.au/sl/1991-31/current/pdf/1991-31.pdf

[turboplanner]

http://www.raa.asn.au/wp-content/uploads/2012/01/RA-Aus-Constitution-V13-September-20131.pdf

[DonRamsay]

Turbo,

 

As usual you do the hard yards and go back to the source documents. I was surprised though that you didn't quote s70 on page 45 of the Act. s70 relates to how Special Resolutions are made. In particular, s70 (b) requires that a Special Resolution must be " . . . passed by at least ¾ of the votes of those members of the association who, being entitled to vote, vote in person or, if the rules of the association permit voting by proxy, vote by proxy at the meeting.".

 

We can have pretty well any Rule that 75% of the Membership who are prepared to vote will approve but we can't have a Rule that conflicts with the Act. Sadly, due to the backward nature of the ACT legislation, postal voting for Special Resolutions is not allowed by the Act.

 

RA-Aus does allow proxy voting and so the two ways allowed by the Act and the RA-Aus Constitution to pass a Special Resolution is by voting in person or by proxy. There is no allowance that I could see for passing a Special Resolution by postal voting.

 

RA-Aus of course elects its Board Members by postal voting which, as you point out, is specifically allowed.

 

In a Club with say 100 members, limiting the number of proxies to 5 might make sense. Similarly requiring 5% of the membership to call a General Meeting would also seem reasonable. But, in an Association with 10,000 members those numbers don't make any sense at all. The 5% to call a General Meeting was changed to the lesser of 5% or 100 members by a Special Resolution passed by more than 75% of those who voted, in person or by proxy.

 

What the right number is for the maximum number of proxies held by one person is not something that springs to mind. Take the example where many members might chose to nominate the Chair of the Meeting as their proxy. That would be convenient because there will always be a Chair if there is a Meeting. But the Chair could end up with, literally, thousands of proxies. Should those votes not be counted just because the members could not get to Canberra, Temora or Narromine or Heck Field or you name it?

 

. . . but another committe, known as the "Executive" was imposed on top of that. This allowed decisions to be made behind the backs of the Committee, and that still hasn't been fixed.

Well, to some extent it has been fixed - as long as this Executive actually reads the Constitution and elects to abide by it something that was not a feature of previous Executives. At the last AGM we had presented a motion for a Special Resolution that pinned the Executive as a "sub-committee of the Board". Also, the role of the President was amended to include the direction that the President shall "Act as spokesperson for RA-Aus while strictly observing the will of the Board".

 

It is my belief that when (note: not "if") the Board is reduced to 7 or 5 members, there will be no need for an Executive. Boards should not be involved in day-to-day matters as these have been delegated to a full-time employee the General Manager. So, the Board can make its high level policy decisions as a Board with no requirement for a sub-Committee as we currently have.

 

Don

 

 

[turboplanner]

Yes, sorry, I missed S70 on page 75.

 

So a Special Resolution must be voted on as per the clause which makes this Special Resolution valid.

 

What I would receommend as an attached not to the Special Resolution would be a recommendation that the Board write to the ACT DoJ pointing out the national geographic nature of the Association, and requesting the Associations Incorporation Act 1991 be amended to allow both postal and electronic voting methods as an alternative, or remove the specific voting methods. This is just a recommendation and doesn't have to be voted on.

 

However, what is interesting when I went through the documents again (and again rather quickly), is that in the Model Rules Regulation 1991-31, there is no provision in S28 Page 20 for the Association to make a Special Resolution.............

 

 

[DonRamsay]

I thought I would complete a proxy for the AGM but I don't know who to nominate as a member and member number &/or alternative must be specified. Also the Proxy form is an appendix to the constitution and not in the Forms section where you might expect it to be.

Proxy form is now available to download from the RAA website.

 

 

[cooperplace]

I've been away from the keyboard for a few days getting some character flaws worked on. Don

Don, that sounds like you've been in the slammer!

 

 

[DonRamsay]

No, just getting some help with overt pomposity.

 

 

[kgwilson]

Proxy form is now available to download from the RAA website.

Found it & while it has been edited for this AGM with the resolutions listed there is only provision to appoint a member & that persons membership No. The constitution also states another member may be appointed. There is no provision for appointing the Chair or any other position so I think doing so could be challenged. In this case because all the resolutions are common sense & not controversial such a challenge is unlikely, but may in law not be valid. I will just nominate the chair & cross out the name & member No bits.

The "no more than 5 proxies to be held by any 1 member" used to be in the old NSW legislation repealed by the new act in 2009 & I wonder if this is in the aniquated ACT legislation.

 

 

[DonRamsay]

Kevin, I hadn't noticed the lack of an alternate. Looks like they've picked up an old form.

 

What you can count on is that the Chair is a Member and, as such, can be asked to act as your proxy. The requirement for member number is an office thing to enable them to check if the member nominated as the proxy is a current, paid up member. No need to look up the Chair to see if he/she is a member.

 

The ACT legislation (Regulations) does include that provision for 5 proxies max in the Model Rules. RAA Rules exclude that restriction and therefore it does not apply to RAA.

 

 

[coljones]

Personally I wouldn't remove the postal voting provision for 2 reasons (or so)

 

1. According to the proponents the current provision is of no effect as it is overridden by legislation - and it will require 75% to delete the provision from our rules.

 

2. I believe that the proponents would actually like this postal voting provision - if only the act permitted it and therefore in the future would propose changing the rules to permit it - but would need to get a vote of 75% to put it back in.

 

If postal voting is what we want then why not leave a, currently, but perhaps not permanently, inoperable provision in our rules against the day when the Act gets amended, thus obviating the need to get 75% to delete and 75% to put it back in.

 

It hurts no-one or anything to leave it there.

 

No-one has said we NEED to remove it.

 

It costs RAA nothing to have it there.

 

What we actually do need is for the board to reveal the proposed changes to the Ops and Tech manuals

 

 

[DonRamsay]

Col, there is real logic in what you sat about leaving the postal vote in place even though inoperable. Not neat though. My motive in taking it out was just to put things in order and save possible confusion.

 

The next set of changes to the Constitution should be a 100% re-write and a single motion put to adopt a new Constitution. That is why we have a Constitution Review Committee.

 

The new Constitution could be for a different form of incorporation in a different Jurisdiction - no doubt one that allows better use of modern comms technology, among other things.

 

 

[coljones]

Don said "That is why we have a Constitution Review Committee."

 

Which does precisely what?

 

I appreciate the fact that Don and his non-board group are progressing some rules proposals that are vital.

 

I hold out very little hope that the "Constitution Review Committee" has any appetite or understanding of the need for change and may end pushing a corporation model better suited to organisations which wish to severely limit the extent of shareholder power rather than enhance it.

 

There is a special place for making rules for member based not-for-profits and lawyers have bugger all understanding of that space.

 

Today, the real needs of the association are to get the board out from its foxhole and into the full glare of the day.

 

The board even has the possibility of changing, rule 12 (i), the size of the board, a bit, by varying the numbers under Appendix B, of its own volition.

 

Perhaps as a first pass to a new look board of 8 we should have 2 from Qld, 2 from NSW/ACT, 2 from Vic/Tas, 1 from SA/NT and 1 from WA and later look for quality, Australian wide candidates from one electorate with maximum ability to vet candidates and dump dodgy board members. But we need to change Appendix B in the rules.

 

 

[DonRamsay]

I am assured that the CRC MkII is beavering away and will have some sort of report for the Natfly General Meeting.

 

We now have the best Board we've had in years and I have confidence in them. There is General agreement on the Board that the numbers need to come down from 13 to 7 or 5. Trouble is everyone thinks somebody else should give up their seat.

 

With a Board of, say, 7 we should be able to get away from a post code as the pre-qualification to run for the Board. It has not been a sound basis in the past for getting quality on to the Board. We should also get away from the idea that the Exec can act with the power of the Board between face-to-face Board meetings. By all means have a President(Chair), a Treasurer (finance director) and a Secretary and even a Vice President (Vice-Chair) but no small group making decisions for the full 7 member Board.

 

I agree the CRC as currently set up is unlikely to come up with much of value but the Board has some good ideas now about where it wants RAA to go. At the same time it is facing massive demands from CASA which are keeping their minds clicking over.

 

The Board has more of the old guard standing down this year with two vacancies in NSW/ACT. As long as we don't get more old guard coming on to the Board unopposed we will have an even better aboard from September 2014.