Natfly General Meeting

[Guest Andys@coffs]

3 reasons, one is that 13 doesn't seem manageable and this has been quoted a few times from both board members and RAA management staff. The fact it only seems to meet and pass resolutions twice a year also (still waiting for the recent resolution to cancel NATFLY for 2015 to be published, or is that another board decision that doesn't qualify as a vote and resolution by the board), suggests not much is done in phone hookup meetings.

We run a forum similar to this one where we discuss and agree on paths forward for various items, anyone suggesting we only meet twice a year is only telling a part of the story...its true we only meet twice a year face to face but we are talking constantly on the board forum when need arises between face to face meetings. We are pretty constantly on the phone when voice to voice works better than forum alone. You claim its not manageable yet those who actualy participate are not complaining that its unmanageable.

 

Regarding Natfly 2015, let me reproduce the motion which was on the link I provided which you have either not read or chosen to distort for some reason...."To not hold Natfly in March 2015 subject to confirmation of contractual obligations with Temora Council" Moved Ross, Seconded Trevor, Carried Unanimous............So why do we need a second motion The CEO confirmed our contractual obligations and spoke to the council directly, so what is there left to look at? There are a couple of other Natfly motions but they don't really reflect the issue at hand, just that additional alternatives be looked at....which they were

 

Another reason as you touched on is to reduce costs. It's alot cheaper in travel and reimbusements for 8 members then 13, and while I acknowledge it won't solve our financial crisis, every little bit helps.

I agree, but the costs associated with the change of the constitution and its associated mailouts etc mean that banking of the saving can likely occur in 5 years time...........

 

And lastly, because the current divisions is not representative. Like 102 members (about 1%) being able to elect one of the 13 board members, or Qld having an extra board position over NSW/ACT while representing less members.

And as we have covered before changing out constitution to some other form of determining who is a board member means a pretty extensive rewrite that shouldn't be done piece meal or in stages..........but lets not go around that buoy again.....we'll simply agree to disagree cause I didn't convince you last time and I haven't anything new to add....perhaps the best approach is to put it up and see what the members think and we'll discuss its success or failure after the vote concludes.

 

Andy

 

 

[rhysmcc]

Call it a temporary measure then to get the ball rolling, until "the perfect system" has been drafted. Frankly I can't see how any brand newly written constitution will ever receive the 75% support it requires to get up. Polling the thoughts of the members on the various issues is a great idea, but you are the one in the best position to do that.

 

In terms of costs, these are minimal. A copy could be published in the magazine together with the agenda (which is already required). You suggest it would be a separate mail out which is incorrect. Rule 37 also allows for notices to be delivered electronically (email) which doesn't cost alot either. There would be a fee no doubt with the relevant Government Department for the filing of the new constitution, I shall research how much that will be but I'm sure it's no more then a couple hundred. I'm sure we'd save that in travel costs alone at the next AGM.

 

I'm not going to go more off topic by discussing the interpretation the board as created on what a resolution is and it's difference from a board decision and therefore what needs to be published and what can remain hidden from the members.

 

 

[rhysmcc]

There would be a fee no doubt with the relevant Government Department for the filing of the new constitution, I shall research how much that will be but I'm sure it's no more then a couple hundred. I'm sure we'd save that in travel costs alone at the next AGM.

$38.00 is the fee for the lodgement of a special resolution.

 

 

[rhysmcc]

...I agree, but the costs associated with the change of the constitution and its associated mailouts etc mean that banking of the saving can likely occur in 5 years time...........

...

In terms of cost savings, from the July-Dec Financial Report $28455 was spent on Board related expenses (over the 6 month period). That's an average of $2188 per board member, reduce by 5 members and you may have saved $10,944 over the same 6 month period, or around $20,000 annually.

 

 

[Guest Andys@coffs]

The last 6 months of last year had 2 face to face meetings, 1 more than normal to get together to define a strategy appropriate for RAAus.

 

Andy

 

 

[DonRamsay]

Removing the executive isn't required for a reduction of the board and should be treated and addressed separately. You still need a process between board meetings, I doubt that should be given to a single person (no checks and balances)

Rhys, my argument is that if you were starting an Association with a Board of 5 or 7 you would not create an Executive. All members of the Board can be consulted and have their say and vote when required via the Board Forum. They do not need to meet face to face to pass a Board Resolution.

 

Board level decisions do not need to be made everyday. The Board does not operate tactically but strategically. The CEO is there to make decisions on a day to day basis under policy guidelines established by the Board.

 

The President's role is to communicate the Board's will and direction to the CEO for the CEO to execute.

 

The function of the Secretary does not need to be done by a Board Member. A member of the Board could be given the role of keeping an eye on Secretarial matters and compliance with the Constitution but actually doing Secretarial things like sending out Notices etc is an administrative task carried out by the CEO's administrative staff.

 

The work of the Treasurer is done largely by the administrative staff under the guidance and control of the CEO. Again, there is an advantage in having a Boar Member nominated as the "Finance Director" (Treasurer is so Knights of the Round Table). The Finance Director looks more closely at the reports prepared by the CEO and his staff and develops an assurance that they are OK to be submitted to the Board for their review and final approval.

 

The Executive may have been useful 30 years ago with the 13 members spread across the Continent and communications by means of tin cans connected by string but is just not needed with a smaller Board and in fact is deleterious to all Board members being properly involved and committed.

 

I don't understand the one region reference?

That was an oblique way of saying that having a smaller Board elected from *multiple* regions would not work. Have just one Region, Australia and you can achieve the important democratic principle of one vote one value. It has a side benefit of allowing the most talented people to be on the Board rather the the people with just the right Post Code.

How can you elect 5, 7 or 8 Board Members using Regions and not end up with some members having vastly more value for their vote than others? With 13 Board Members you can at least make an attempt at one vote one value although that has not been done with the current distribution of Board Members to regions.

 

Once a Board Member is elected they are required to act in the best interests of ALL members not just those from the Region that elected them. To do otherwise is a breach of both the RA-Aus Constitution and Corporations Law.

 

I originally set out in 2012 with a small sub-committee to re-write the Constitution from scratch but that project was frustrated by a Board hostile to change. Since then, I've put up around 25 piece-meal amendments to the Constitution. Only a few were not passed - mostly ones that affected Board privilege and were thus not supported by the Board. The amendments were at the time, urgently needed to address a poorly performing Board particularly in the area of communicating with members.

 

We don't need more Constitution reform by fiddling at the edges. We need to get the whole document re-written, in Plain English, and get it right in one go. My belief is that if it has the unanimous support of the Board it will get the 75% majority of those who vote in person or by proxy.

 

 

[turboplanner]

Based on those theories the members could do away with the board members. You don't need a group of Colonel Blimps airing their thoughts and views to people who have the job of making the day to day decisions; better to have them report what they've done monthly to the members, have delelgate an non-delegated decision guidelines, and get member guidance (by electronic vote) before making non-delegated decisions. That would have saved a heap of "board expenses" in the past 12 months, and the members would always know what was going on.

 

 

[DonRamsay]

We put an amendment into the Constitution that requires the Board to report Resolutions and who voted for what in the Members Only section of the RA-Aus website. Any member who wants to know what Board decisions have been taken can just go and have a look.

 

 

[rhysmcc]

We put an amendment into the Constitution that requires the Board to report Resolutions and who voted for what in the Members Only section of the RA-Aus website. Any member who wants to know what Board decisions have been taken can just go and have a look.

Sadly the amendment didn't define resolutions enough, therefore we aren't seeing any decisions which have been decided outside of the face to face meetings. Something I hope the board will reconsider.

 

Don are you part of any current constitutional review team. The CEO has assured me the constitution is being reviewed with a complete rewrite from April (and therefore no special resolutions this GM).

 

 

[coljones]

Based on those theories the members could do away with the board members. You don't need a group of Colonel Blimps airing their thoughts and views to people who have the job of making the day to day decisions; better to have them report what they've done monthly to the members, have delelgate an non-delegated decision guidelines, and get member guidance (by electronic vote) before making non-delegated decisions. That would have saved a heap of "board expenses" in the past 12 months, and the members would always know what was going on.

You should watch the Peter Cook movie called "The Rise and rise of Michael Rimmer"

 

 

[coljones]

We put an amendment into the Constitution that requires the Board to report Resolutions and who voted for what in the Members Only section of the RA-Aus website. Any member who wants to know what Board decisions have been taken can just go and have a look.

Not all that easy to find. They are not exactly where one would expect them. They are in https://www.raa.asn.au/members/meetings/ but not https://www.raa.asn.au/members/meetings/minutes/

 

 

[DonRamsay]

Rule 14B (ii) obliges the Secretary to:

 

"Ensure all Board Resolutions are published within 7 days in the Members Only Section of the RA-Aus website with the report to include how each Board Member voted and the Resolution summarised only where that is essential to protect reasonable confidentiality".

 

It does not say Board Resolutions in face to face meetings, it says ALL. The only way that the Board can make a decision binding on themselves and the CEO, his staff and the members is a Board Resolution.

 

The Constitution provided for Resolutions to be passed either at face-to-face meetings or by electronic meetings.

 

Rule 18 (ii) "Board meetings other than those referred to in sub-section (i) above may be conducted by electronic means."

 

A Board Resolution is a Board Resolution is a Board Resolution.

 

Not to publish as required would put the Secretary in breach of the Constitution.

 

 

[DonRamsay]

Incidentally, there is no longer a requirement for Board Resolutions passed in electronic meetings to be ratified in a face-to-face meeting. They are binding from the instant they are voted until they are rescinded or lapse according to the original Resolution.