Draft Constitution?

[pmccarthy]

I have hired and fired CEOs and board members in public and private companies and I can tell you there is nothing worse than an ignorant or opinionated director who doesn't understand corporate governance. Particularly in Not-for-Profits, one bad egg can paralyse decision making. This organisation deserves competent directors and not floor sweepers! We want people with board experience, or board training, or at least with business experience as managers interacting with boards. It ain't a club any more.

 

 

[DonRamsay]

The proposed change to 6 and no regional representative will remove the arguement, just run by a small click and cop it and shut up.

Frank,

The change is to a max of 7 directors not 6 if that's what you meant by "the change to 6".

 

By "click" I assume you mean "clique" - pardon my French.

 

And why would there be any more reason to "shut up" because we have 6 directors instead of 13?

 

A Board of Directors is a Board elected by the entire RAAus membership regardless whether it is 6 or 13 in number. How on earth can that be described as a clique?

 

"Regional Representative" is an urban myth. People who were elected by region still have to vote in the best interests of the whole of RAAus and not just to advantage their region. And they only get one vote on the Board same as everybody else.

 

People can support or otherwise these proposed changes at the next AGM.

You will also have the opportunity to supply your comments at the next General Meeting (6 months before the AGM) and in response to revised drafts as they are produced.

 

We can only hope people vote according to their beliefs . . .

I seriously hope they vote according to their thinking and research and answers to their questions on the matter and not just "beliefs".

Don

 

 

[DonRamsay]

Don, my impetus was not that a board member should act contrary to the benefit of the association but be aware of the thoughts and wishes of members. I feel that the administration is busy with day to day running of the show not collecting thoughts and feelings of the membership. That is the role of our elected board in my opinion. I could be wrong.

Fair point. But, the CEO sits between the staff and the Board. He is ideally suited to funnel to the Board anything that he thinks is in their domain and to handle any other matter.

As I've said a couple of times now, this matter will be discussed at the next Board Meeting in Canberra.

 

 

[kasper]

much clippedSorry, but I'm having difficulty again understanding the point of that comment.

 

...

If you had not broken the sentence in half maybe the point would be clear - I know board members of companies who I would not trust with the petty cash from a safe operation perpective and I know executives in companies who have no vision at all on direction for the company

This comment was NOT stated to relate directly to current or past RAAus personnel but an indication that in terms of what skills/knowledge a person has in relation to the core of one level of operation is in no way linked to the other level of operation.

 

The rest of the response I basically would say I disagree with but as they area on a fundamental level of difference of opinion between us as to what the role of the board is intended to be there really is no point identifying the individual areas of disagreement.

 

Agree to differ and just note that unless V2 of constitution is fundamentally different I suspect that I may be garning proxies to block what I see as a fundamentally flawed construction of governance and direction for RAAus

 

 

[frank marriott]

Frank,The change is to a max of 7 directors not 6 if that's what you meant by "the change to 6".

By "click" I assume you mean "clique" - pardon my French.

 

And why would there be any more reason to "shut up" because we have 6 directors instead of 13?

 

A Board of Directors is a Board elected by the entire RAAus membership regardless whether it is 6 or 13 in number. How on earth can that be described as a clique?

 

"Regional Representative" is an urban myth. People who were elected by region still have to vote in the best interests of the whole of RAAus and not just to advantage their region. And they only get one vote on the Board same as everybody else.

 

You will also have the opportunity to supply your comments at the next General Meeting (6 months before the AGM) and in response to revised drafts as they are produced.

 

I seriously hope they vote according to their thinking and research and answers to their questions on the matter and not just "beliefs".

 

Don

We all know your opinion Don, and I accept many probably agree with you, but rest assured a lot don't. Whether they feel strongly enough to vote accordingly is anybody's guess. Only time will tell.

 

 

[DonRamsay]

. . . . unless V2 of constitution is fundamentally different I suspect that I may be garning proxies to block what I see as a fundamentally flawed construction of governance and direction for RAAus

Threat noted.

 

I would just suggest that you should be careful what you wish for Kasper. It would be easy to imagine that if we were forced to drop modernisation of RAAus because of a block of dissenters with no intention of actually doing something positive, your perfect democratic right, you might just find an unwillingness of the currently successful Board to continue. The alternative could be along the lines of " well, we did our best, now it is up to you". If RAAus were to descend again into the quagmire it has just been dragged out of I think it would be very short lived.

 

I know with certainty, that if a sensible proposal for a revamped constitution were rejected without good reason, it would also be the end for me with serving RAAus.

 

 

[kasper]

Threat noted.I would just suggest that you should be careful what you wish for Kasper. It would be easy to imagine that if we were forced to drop modernisation of RAAus because of a block of dissenters with no intention of actually doing something positive, your perfect democratic right, you might just find an unwillingness of the currently successful Board to continue. The alternative could be along the lines of " well, we did our best, now it is up to you". If RAAus were to descend again into the quagmire it has just been dragged out of I think it would be very short lived.

 

I know with certainty, that if a sensible proposal for a revamped constitution were rejected without good reason, it would also be the end for me with serving RAAus.

Since when had a member noting to a board member that they are prepared to use their DEMOCRATIC RIGHTS a threat?

And given that I HAVE on numerous occasions gone to the trouble of responding as requested and identified error and issue to the employed specialists WHERE THE HELL DO YOU GET OFF SAYING I AM PART OF A BLOCK OF DISENTERS WITH NO INTENTION OF DOING SOMETHING POSITIVE?

 

Either we engage and get ignored (as current) or say if we are still ignored be prepared for member backlash ...was this not EXACTLY the situation a few years ago with what our current President did?

 

Edit - signing off before I write something that gets me a ban on here ...

 

 

[frank marriott]

Threat noted.I would just suggest that you should be careful what you wish for Kasper. It would be easy to imagine that if we were forced to drop modernisation of RAAus because of a block of dissenters with no intention of actually doing something positive, your perfect democratic right, you might just find an unwillingness of the currently successful Board to continue. The alternative could be along the lines of " well, we did our best, now it is up to you". If RAAus were to descend again into the quagmire it has just been dragged out of I think it would be very short lived.

 

I know with certainty, that if a sensible proposal for a revamped constitution were rejected without good reason, it would also be the end for me with serving RAAus.

If you are stating that you will not accept a democratic vote unless it suits you, maybe NOW is you time!

 

 

[DonRamsay]

We all know your opinion Don, and I accept many probably agree with you, but rest assured a lot don't. Whether they feel strongly enough to vote accordingly is anybody's guess. Only time will tell.

Voting "NO" doesn't require much effort. But, getting off their butts and coming up with a cogent, viable alternative and persuading a majority to support it takes a mountain of work. Do you think they have that in them?

 

I can assure you that we'll only get one shot at modernising RAAus and I believe it will be make or break.

 

But, that's just one person's opinion . . .

 

 

[facthunter]

Lot of effort and steam here. Perhaps this type of interaction might be between people more privately rather than public. I appreciate Don's attempts and he is pretty open but after it gets personal people stop trying to follow what is going on. We have all witnessed what a bad CEO can do. I don't think we have that situation now. Nev

 

 

[DonRamsay]

Since when had a member noting to a board member that they are prepared to use their DEMOCRATIC RIGHTS a threat?

Just because it is your democratic right, as I pointed out, doesn't mean it is not a threat.

 

Unless I have again misconstrued what you were saying, I understood it to mean that if we don't change the constitution to perfectly suit your personal tastes, you will campaign against it. If that isn't a threat I don't know what is. That it is, as I said, your democratic right is incidental. A threat is a threat.

 

And given that I HAVE on numerous occasions gone to the trouble of responding as requested and identified error and issue to the employed specialists WHERE THE HELL DO YOU GET OFF SAYING I AM PART OF A BLOCK OF DISENTERS WITH NO INTENTION OF DOING SOMETHING POSITIVE?

Well, I didn't yell so how about your calming down a bit. Believe me, I may have felt like yelling but trying hard to keep this civil.

 

I will offer you a promise Kasper. You probably know that every Board Member who has ever come on to Rec Flying (with the exception of the great Maj Millard) has eventually pulled out because of the unrelenting unconstructive criticism. Unless this discussion regains civility I am not prepared to contribute further. Everybody else has managed to retain their composure perhaps you could regain yours?

 

Incidentally, I was not suggesting that if you actioned your threat that you would be part of a block of dissenters. As you were to be the person collecting dissenting proxy votes, you would be, strictly speaking, the leader of a block of dissenters.

 

Dissenting by its nature is a negative thing. I've never heard dissenting termed "positive". Since all you were proposing in response to not getting your own way was dissent, I couldn't see too much positive you were planning to do.

 

By "positive", I was meaning something like putting your own motion for a Special Resolution for an alternative constitution, one that met your requirements. Or, standing for election to the Board, being elected and persuading a majority of the Board that you view was the correct one. After all those are things that I have done at great personal expense and expenditure of effort. I've campaigned from Holbrook in Southern NSW to Lismore in North. And you have operated a keyboard. I hope you now have a better understanding of what I understand as the degrees of "positive".

 

Either we engage and get ignored (as current) . . .

There is a big difference between being ignored and somebody not agreeing with everything you write. Try counting the words required to, in your terms, "get ignored".

 

. . . or say if we are still ignored be prepared for member backlash ...was this not EXACTLY the situation a few years ago with what our current President did?

Sorry don't understand.

 

 

[DonRamsay]

You are right Nev. As soon as the heat turns up, light goes out the window.

 

Who needs mods when we have champions like you.

 

It is true that my frustrations were getting the better of me. Apologies to all.

 

 

[frank marriott]

with the exception of the great Maj Millard)

Don,

 

I have read you posts/opinions for some time and I appreciate that you are very committed and have strong opinions whether I agree or not is not the point but I must say I never suspected you were also a comedian.

 

 

[coljones]

SNIP SNIP SNIP

Some training will be necessary but if you already hold a Commerce degree or a law degree or an MBA, or AICD a lot less very expensive training will be required. RAAus should not be in the business of training motor mechanics or electricians or specialist doctors or architects to be company directors from scratch.

 

SNIP SNIP SNIP

Sorry Don but I beg to differ. Quite a lot of organisations have gone under because of the B.Com, B.Bus, LLB, MBA, AICD people at their pointy end. I think you will find that there are a lot of professionally qualified people from other professions doing sterling work on a wide range of commercial and not for profit organisations around the world.

 

You might not be personally disparaging me but I think that the boards, large and small, work I have done over the last 40 odd years was of significant benefit to the organisations I have served. Some of my best friends are lawyers. One, in particular, one a board I currently serve on, is absolutely first rate mainly because he thinks outside the square and aims to understand the business and come up with novel solutions. No, he is not an aviation lawyer.

 

I must give a lot of credit to your achievements, twice, as Treasurer, and to Jim Tatlock. If either of you opened your mouths on treasury matter it was to speak sense. Having a B.Com doesn't always guarantee that outcome. Not having a B.Com doesn't indicate that the treasurer is a gibbering idiot.

 

Just because a board member represents the aspirations of his/her electorate to the board doesn't mean that they are bound to support the proposal, all things considered. The board members might advocate but must, at the end of the day, vote in support of the organisation, All of its members, and the rights of other stakeholders (including staff and those we have commercial and legal relations with). Having advocates on the board is not a bad thing.

 

Keep well

 

 

[rhysmcc]

Rhys, we are not running that sort of Athenian democracy. We run a representative democracy. People are elected to do a job and then get on and do it. Consultation is a very useful thing especially in a matter as complex as the coming constitution reform.

The problem is consultation isn't happening, a draft is produced and we can vote yes or no to the whole set of changes. Break it down and consult on all the issues, as I've said before it won't get up because there is too much for someone to disagree with but you either have to take it all or take none.

 

 

[DonRamsay]

Rhys,

 

The last few months over Christmas/New Year and the CEO's leave may have been a bit quiet but the test will be whether there is sufficient *genuine* consultation (not the kind politicians apply) before putting the new constitution to a vote.

 

What we all need to be careful of is letting "perfect" (in our own, individual opinions) get in the way of "very much better" or even "very good".

 

 

[DonRamsay]

Col, I agree with pretty well every word you wrote in #162. Seems I may have over-emphasised the value of commercial/legal/management qualifications. Qualifications don't always show up as skills and a passion for good governance can be owned by anyone. And plenty of non-financial, non-legal people have made excellent directors.

 

The over-emphasis was intended a counter to the floor sweepers make good directors argument and not meant to exclude engineers. We have an excellent example or two on the Board at the moment, Teresa Avila being one. My qualifier of "other things equal" was meant to imply that but clearly didn't.

 

Having slept on it, yesterday is a good example when you should know when to walk away from an argument and come back later.

 

 

[Keith Page]

I am back from my tour of duty. So now I have get an understanding of what has been said in last pile of posts. I see Don giving me some stick, nothing new.

 

Just to start..

 

A board member must have vision of where RAAus has to go. To be successful for vision, tertiary qualification are not necessarily an asset.

 

Will have a read and add my bits.

 

Regards,

 

KP.

 

 

[Keith Page]

Keith,If you have 13 people democratically elected to sit on the Board and up for re-election every only 2 years, how is not representative democracy at work?

 

If you want a direct vote on every decision of the Board you need to stand for and be recognised by your peers as the person they think will be best for their Association. This takes a major effort to achieve.

 

The Board was not born into the role like members of the Mountbatten-Windsor dynasty. We are totally accountable to the electors.

 

I and a relatively small group of people have worked assiduously since 2010 when I first discovered that the management of RAAus was, in my judgement, well below par. We have since seen a quantum leap in governance and the quality of management at CEO level. We have seen a significant turnover of Board Members due to the activism of the few who were prepared to put in the time and effort to get these changes to happen. The relatively small group was the driving force behind the extraordinary AGM held at Queanbeyan in 2013 that became a watershed moment for RAAus.

 

I would speculate that if that group had just sat at their keyboards having potshots at the Board RAAus would have been wound up by now.

 

Yes, it is a work in progress but progress is happening and we will not give up until RAAus is in a position where it can be guaranteed to survive well into the future.

 

I really wonder at times how people come to the conclusion that the Board is always working against the best interest of members. Flabbergasted would be a better word to describe this feeling.

 

Don

You mentioned you are flabbergasted --- just stand back forget about your small group who brought change and have a look at what is happening. When you are scanning your eyes about present yourself a an every day normal member. Have to be a case of what are they realy asking for not a case of that/this will do them.

I have a letter from the President of which I will answer and the concerns are there hence the board will get to know my thoughts.

 

Regards

 

KP.

 

 

[DonRamsay]

You mentioned you are flabbergasted --- just stand back forget about your small group who brought change and have a look at what is happening. When you are scanning your eyes about present yourself a an every day normal member. Have to be a case of what are they realy asking for not a case of that/this will do them.I have a letter from the President of which I will answer and the concerns are there hence the board will get to know my thoughts.

I was having a bad day - sorry if I offended you . . . or are you one of those people who like a bit of stick?

Being serious for just a moment, I don't see myself as anything other than an "everyday normal member". Like a few others on here, I probably try a bit harder than many to understand the issues and work towards a secure future for RAAus. I don't get any financial benefit for the hours put in just the satisfaction that we might have improved prospects for RAAus into the future.

 

 

[DonRamsay]

If you are stating that you will not accept a democratic vote unless it suits you, maybe NOW is you time!

Frank, I can't see anywhere that I said I would not accept a democratic vote. By all means quote it back to me if you can. And, even in the illogical situation where I were to refuse to accept the democratic vote of the members what on earth difference would that make to anyone? The democratic vote wins ever time - as it should (except perhaps in Russia).

I have no doubts that the day I call it quits there will be a very able person who can step in and do as good or better job than I could ever do. Is this not a lesson you learn as you move through your career? I know of nobody in any job where the organisation fell over because one person moved on.

 

 

[Geoff13]

A board member must have vision of where RAAus has to go. To be successful for vision, tertiary qualification are not necessarily an asset.KP.

Now that comment I totally agree with.

 

 

[DWF]

G'day Don

 

"Nil Carborundum Illigitimi" (Don't let the bastards grind you down.)

 

 

 

I, for one, greatly value your contribution to RAAus and this forum. If no-one raised their head and stated point of view the critics would have nothing to criticise.

 

Your reasoned, (usually) logical and well thought out arguments add greatly to the debate(s).

 

While I might not agree with your point of view at times (although I usually do) I respect it and sometimes use it to fine tune my own.

 

...............................

 

 

 

I think it is a pity that this is the only place (forum) where RAAus members (and others) can debate changes to the RAAus structure and constitiution.

 

(I know we can send our ideas and thoughts to the CEO and President but rarely does one get a response and (in my experience) never a debate.)

 

 

 

I don't think a new constitution can/will be accepted by many members if it is presented in a take it or leave it document without at least some form of meaningfull consultation, justification and hopefully debate.

 

 

 

Also, there is no point in arguing the fine points of each clause if there is no agreement that the topic should be amended.

 

There are some big questions to be decided before you get down to the niggy gritty.

 

For instance: Does RAAus become a company limited by guarantee, move to an incorporated association in a jurisdiction deemed to be more benign or stay as we are in the ACT?

 

I am of the view that we should become a Company Ltd but I am sure there are other opinions.

 

Similarly with the number of Board members. Reduce to 7 or stay at 13. This also brings up the question of the relevance of Regional representation as a way of selecting Board candidates.

 

My view (as already expressed several times) is that the number of Board members should be reduced to 5 or 7 and regional selection of candidates should be scrapped in favour of opening the field to any and all suitable candidates.

 

Then we must decide on the definition of a suitable candidate.

 

 

 

In my opinion the process of restructuring RAAus should be broken down into a series of logical steps where the content of each step depends on the decision(s) made in the previous step.

 

This sounds a bit anal (even to me) but it would be a process whereby the outcome should be a solution acceptable to most if not all.

 

 

 

End of waffle (for now).

 

 

 

DWF

 

 

 

[frank marriott]

Frank, I can't see anywhere that I said I would not accept a democratic vote. By all means quote it back to me if you can. And, even in the illogical situation where I were to refuse to accept the democratic vote of the members what on earth difference would that make to anyone? The democratic vote wins ever time - as it should (except perhaps in Russia).I have no doubts that the day I call it quits there will be a very able person who can step in and do as good or better job than I could ever do. Is this not a lesson you learn as you move through your career? I know of nobody in any job where the organisation fell over because one person moved on.

 

 

I know with certainty, that if a sensible proposal for a revamped constitution were rejected without good reason, it would also be the end for me with serving RAAus.

It sounds like my way or the byway to me. Anyhow I have made my opinion known, and whether it is liked or not is irrelevant, it is my opinion, so I will buy out of this circular arguement as nothing is being addressed, just repeated opinions.

 

Yes I acknowledge you included "without good reason" but really no opinion against your statement would be reasonable, I would submit given the posted opinions.

 

Anyway I have had my say and will leave it at that, what the majority vote for is what counts (or at least those who bother to vote).

 

 

[Riley]

Very well put DWF. Like yourself, whilst not always on the same soap box as Don, I applaud and appreciate his measured input and tenacity in his participation in these forums. I fully agree with the entire content of your abv post. Riley