Draft Constitution?

[facthunter]

I am sure being a Board member is generally a thankless task, and apart for a few who couldn't positively contribute to save themselves, back a while, we are lucky to have who we have at the moment. They also see stuff the ordinary members don't and can get advice when required. Spencer Ferrier is from AOPA is valuable and I understand has been advising us for a while. If we have a few extra on the board in a time of change, it's not the end of the world. Fine tuning can come once the major issues are bedded down. Nev

 

 

[rhysmcc]

I for one am not questioning the work Maj does (nor any on the board) and I don't think anyone was, what we are saying is consult us before running half cocked and making decisions on our behalf (as opposed to representing). The board is far from open and honest, any news or information we get is normally so outdated the decisions have already been made past the point of genuine member input. Examples, Ops Manual, Sport Pilot, NatFly.

 

Now we will be presented with a plan to change the constitution (and by the sounds of it how it's incorporated), the first we will see will most likely be when it's published as a resolution at the upcoming AGM (2 months notice required). Any submissions the members make can not be incorporated, we will either have the option to agree or disagree and face another 12 months of no result on this front. Why does everything always have to be so secretive with the board.

 

 

[Guest Maj Millard]

As per my post #24 the 2014-2015 financial report is now live on the RAA members portal..............

 

 

[slb]

- Tech manual on regn numbers and Trikes demonstrating complete incompetence and lack of knowledge on the part of the Tech Manager)

And on Tech Manual specifically why have not even the L2 been consulted?

I agree that it would be a good idea to run it past the L2s when it is almost finished and before it is passed to CASA but anything in the Technical Manual which refers to Trikes should also be run past the HGFA.

 

After all, we have the MoU ..... don't we?

 

 

[DonRamsay]

. . . The board is far from open and honest, any news or information we get is normally so outdated the decisions have already been made past the point of genuine member input. Examples, Ops Manual, Sport Pilot, NatFly.

Did you really mean "honest"? I can understand how you could form the view of them not being "open", but less than honest?

 

Now we will be presented with a plan to change the constitution (and by the sounds of it how it's incorporated), the first we will see will most likely be when it's published as a resolution at the upcoming AGM (2 months notice required).

That's a bit pessimistic - surely you wouldn't really expect that?

 

Could you imagine such a process to resulting in a positive outcome?

 

(p.s. it's 21 days notice of a motion for a Special Resolution).

 

Any submissions the members make can not be incorporated, we will either have the option to agree or disagree and face another 12 months of no result on this front.

It is true that there can be no changes to a motion for a Special Resolution made at a General Meeting. That is the Law. That's why there has to be time for examination of the proposal beforehand and the opportunity for incorporation of suggestions where warranted, especially for a matter of this magnitude.

 

Why does everything always have to be so secretive with the board.

My personal view is that the Board needs to be able to have a completely free flowing, unfettered discussion - in camera. A Board Member needs to be able to come up with an idea however clever or looney and have the idea thrashed out. What is important is the Board Resolution which, as a result of an amendment I sponsored, must be communicated to the members including which Board Members voted for, which against and any abstentions.

 

 

[rhysmcc]

(p.s. it's 21 days notice of a motion for a Special Resolution).

[/Quote]

 

You are correct, 2 months notice is required for the order of business to be published.

 

What is important is the Board Resolution which, as a result of an amendment I sponsored, must be communicated to the members including which Board Members voted for, which against and any abstentions.

Well hopefully with you on the board (should you win your election) we will start seeing more "free flowing" of resolutions being published, or are we still to believe nothing gets decided between the 2 reported meetings.

 

[Keith Page]

We all need to take a deep breath and remember that this organisation was a shipwreck up until February 2013 when the Members got off their butts and said "No more!". Since then the control of the Board has shifted to a group of hard working, conscientious and capable people one of them being Maj. We have new Ops and Tech Managers that inherited Manuals that were long overdue for a total refurb and CASA jumping up and down wanting the manuals revised forthwith. So, after plugging the holes in the shipwreck, re-floating it and trying to turn it around, some corners have been cut. I agree with all the comments that the Board can lift its game on consultation and on tapping the incredible resource that 10,000 members represents. However, there were some things that had to be pushed through with vigour with perhaps less consultation than desirable.The new Ops Manual was a significant step forwards and is NOT carved in stone. It has a Version Number and is up for periodic review. There is every intention to have it as a live document that will just improve with time and input. So, if you don't like the Ops Manual as is, send in detailed criticisms including what improving changes can be made. Communicate your ideas to the Ops Manager, the CEO and the Board - don't wait to be invited. You will be doing all 10,000 members a big favour by doing that. Talking about it on here is never going to make much of a difference however good it makes you feel.

 

I know that the people that Maj is responding to on this thread *do* respect him both for his technical ability and dedication to making RAAus better. I hope he realises this and accepts the "advice" he's getting here as well intended on not personal.

 

Constitution Reform

 

We are all aware that there have been moves to have the Constitution revised since at least February 2012 when the then Board approved the formation of a Constitution Review Committee - only to kill it off a few months later at the whim of the then President. The Committee was subsequently reformed but as far as I am aware never produced anything much.

 

It was clear at the Queanbeyan General Meeting that there was a wide acceptance that the Constitution needed to change and that a Board of 13 was, to say the least, unwieldy. The work facing the Board in formulating a new Constitution is legally technical. You need to decide the form of incorporation and possibly the place of incorporation that would suit an organisation of the size of RAAus with the not-for-profit purpose that it has for existence. That decision making will benefit from the input of an aviation specialist lawyer like Spencer Ferrier. It is not something many other members would claim expertise for.

 

As for the details, the 75% majority required ensures that there has to be serious actual consultation and the feedback absorbed, or it simply will not clear that high hurdle. I agree with Col Jones that it would have been good to get a crack at the parameters before anybody made too many decisions but I have confidence in the small group that has been working on it to produce a handy first draft for our review.

Remember Don it is a members organisation, not an Executives /CEO's organisation to me that looks very much the case at the moment. Some of these hard working board members are ignored.

IMO from sitting on side line an analysing the manoeuvring.

 

Regards,

 

KP

 

 

[Guest Andys@coffs]

Its all shades of grey, not black or white. The reality is today that RAAus will survive financially and there is a very real risk that next FY we might actually break even ( my bet is we don't...but rather have a much smaller loss...due to timing of changes)......Had that not changed and the financial performances of recent past been extended then this FY may well have been one of the last....

 

At the same time a CASA audit this year found issues, but minor in nature and all apparently easily rectified.....go back a few years and we were being grounded when for the 4th time in a row the same issues were found not addressed and the vast majority of the board weren't even aware of the failures until after audit #3.......

 

The current team is, like all teams of the past, a mix of good, and great and average and poor.......at the moment, no thanks to our current constitution, we have a team that on balance is more good than bad and that allows then to focus on the important, imho the system replacements that we are audited against regularly...and found wanting. These replacements will introduce efficiencies and traceability and accurate reporting...all things that aren't optional in a robust business..... remember though that accurate reporting can only work agaionst accurate past transactions.......the benefits of reporting wont be really seen for at least 12 month down track in my opinion.

 

Andy

 

 

[Gnarly Gnu]

The reality is today that RAAus will survive financially and there is a very real risk that next FY we might actually break even ( my bet is we don't...but rather have a much smaller loss...due to timing of changes)......Had that not changed and the financial performances of recent past been extended then this FY may well have been one of the last....

Should expect so seeing as member fees with magazine have gone up around 50%, no Natfly and the previous $2m reserve has apparently been spent. Terrific job almost breaking even next year.

 

Reminds me of something - that's right: "The four years of surpluses I announce tonight are a powerful endorsement of the strength of our economy, resilience of our people, and success of our policies...."

 

 

[Guest Andys@coffs]

........... and the previous $2m reserve has apparently been spent. .......

Um...No... Have a read of the audited accounts.....there is still a health chunk of change available(>$1m) ....... Not as much as you would like but still enough to support as the board and management install and change to the new systems....thereafter, CASA allowing, things will likely improve significantly.

 

 

[Keith Page]

GG.. I would dearly love to have a look how the money is spent..

 

We here so much how the board of yesteryear operated, just imagine the mess at this time if they did not plan for a surplus..

 

The other big thing RAAus owns the Canberra office owns 100% of it. The stories do not fit for me as I only hear blame games and things are so wonderful with a new board. The surplus is being eroding away and technically membership has increased by 30%. Andy's addition even next year will be a loss..

 

So let the blame games continue and the experts expouse their views.

 

Regards,

 

KP.

 

 

[Guest Andys@coffs]

Guess (Mine re loss next year)<> fact........ luck <> plan........ was it a plan to ground the fleet? was the no knowledge for the majority of the board at the end of Audit 1 and 2 also part of a cunning plan? Plan suggests forethought and a set of actions that all work together for a known outcome.....That does not imho reflect what happened previously

 

So owning the office 100%.......that means what exactly........... what point is it that you are trying to make?

 

Technically membership has increased by 30%..... Sorry but I call total BS on that one! Show me the numbers and the years that support that claim.......

 

P.S if you need the numbers look at the audited end of FY financial results on the members portal...they have the numbers.......

 

in terms of $ the growth in membership subscriptions(the only thing proportionally aligned to membership numbers) was 3.6% so not really comparable to 30%....

 

 

[Keith Page]

Come Andy,

 

Technically membership.. I would really like to see your working on those sums... Remove the magazine from our membership subscription and have us pay for it as a a seperate item as it used to included in our membership. Average all that out what is the technical percentage increase of our membership??

 

Regards,

 

KP.

 

 

[Guest Andys@coffs]

Well Ok then.....Go into the member portal, click on financial reports and then click on the first one that is in the main window "Audit Summary and report 2014-2015"

 

Go to the bottom of page 15 and the table provides all that is necessary....especially the first line......

 

and here it is for those that are happy to accept it

 

 

If you also then go back to page 1 and read the section on revenue then it will become clear

 

Hope that helps

 

Andy

 

P.S Keith following accepted Accounting standards around Accrual accounting we cannot recognise revenue in terms of prepayments for magazines that are yet to be delivered until they actually are delivered...the prepayment goes into the bank, as you would expect, and helps cashflow etc, but in terms of P&L isn't realised until the service is delivered. If you purchased 18 magazines then there will be 18 separate monthly recognitions of 1/18th of what you paid, and at the same time we recognise the costs for each magazine delivered........very standard practise.

 

In your first post you claimed membership numbers (which I understood to be the empirical count of unique members) in your last post its clear you are talking total revenue and trying to mix into revenue (at a P&L layer) the forward prepayments.......which puts you on your own, no respected accountant would look at it that way.

 

 

[coljones]

GG.. I would dearly love to have a look how the money is spent..We here so much how the board of yesteryear operated, just imagine the mess at this time if they did not plan for a surplus..

The other big thing RAAus owns the Canberra office owns 100% of it. The stories do not fit for me as I only hear blame games and things are so wonderful with a new board. The surplus is being eroding away and technically membership has increased by 30%. Andy's addition even next year will be a loss..

 

So let the blame games continue and the experts expouse their views.

 

Regards,

 

KP.

The old board turned a profit because, being clueless they knew no what they were doing. A bit like the Health Services Union building big fat wads of cash in a variety of hollow logs just waiting for some day when the hollow log would get cleaned out by some smarty. No financial controls, no financial management, no clues!

In the case of RAA the cluelessness was to employ the people they employed who wouldn't do the work they were supposed to and ignore all the warning signs. CASA Audits come and go and threw RAA into an administrative nightmare requiring buckets of cash to fix - paying off staff no longer with us and employing high priced lawyers and consultants to keep CASA away from the door. The erosion of the surplus was because older boards did not do their job. The new board is still filling all the bullet holes and bomb craters and repairing and rebuilding the materiel run down due to the lack of foresight be the old boards.

 

Yes we do have buckets of cash in the bank and we do own a building but you can't eat bricks. RAA never had a financial management plan nor an asset plan or a reserves plan. RAA does not need huge unallocated reserves but it does require well considered reserves against genuine prudential targets. "Just because we can" never has and never will satisfy me that the board is doing it fiscal job properly. "Trust us" is equally hollow.

 

Steve Runciman was having a go, so was Don and now Jim is on the case but you could drown the other past treasurers and a lot of former board members and they wouldn't be missed. We are very lucky that most of the old guard have left.

 

I am waiting for some program management info to turn up - what projects we had, how much money was allocated, how it is being spent and what progress was made. Think Opsman's department, think Techman's department.

 

Me'thinks, Keith, that you rush a little too quickly to the defence of the indefensible.

 

 

[DonRamsay]

Col, that is all absolutely spot on. When I got on the Board I asked at the first Board Meeting why we had such enormous reserves. All I got was blank stares from the Board and dollar signs in the eyes of the staff who were allowed to sit in on Board Meetings. From my asking that question, the then CEO went away and came back with a recommendation for a substantial pay increase for the staff.

 

The Board had been working on the principle that they should aim for a 10% surplus each year with no idea what a sensible level of reserves should be.

 

The current Board has debated exactly that question and have put the excess surplus to good use in developing 21st Century IT systems that will reduce our costs. CASA has forced RAAus to have a much higher cost structure with their demands without properly compensating RAAus. But CASA can do that because they are largely a law unto themselves. GA Admin costs are covered by the aviation fuels levy but RA has to fend for itself.

 

 

[coljones]

Its all shades of grey, not black or white. The reality is today that RAAus will survive financially and there is a very real risk that next FY we might actually break even ( my bet is we don't...but rather have a much smaller loss...due to timing of changes)......Had that not changed and the financial performances of recent past been extended then this FY may well have been one of the last....At the same time a CASA audit this year found issues, but minor in nature and all apparently easily rectified.....go back a few years and we were being grounded when for the 4th time in a row the same issues were found not addressed and the vast majority of the board weren't even aware of the failures until after audit #3.......

 

The current team is, like all teams of the past, a mix of good, and great and average and poor.......at the moment, no thanks to our current constitution, we have a team that on balance is more good than bad and that allows then to focus on the important, imho the system replacements that we are audited against regularly...and found wanting. These replacements will introduce efficiencies and traceability and accurate reporting...all things that aren't optional in a robust business..... remember though that accurate reporting can only work agaionst accurate past transactions.......the benefits of reporting wont be really seen for at least 12 month down track in my opinion.

 

Andy

Democracy can be a bitch can't it. Based on other elections, you can in on year be dished up a pile of drongos, deadbeats and d1ckheads and in another election a dream team. The difficulty with a seven member board is that in a bad year you don't have the other 6 (in a 13 member board) picking up the slack. If we could asses the amount of work to be done divided by the effort reasonably provide by a good director. You would arrive at the size of a good board. Double that for the vagaries

of democracy and you have the unique size of a FAQ board. Too strong and they harass the CEO, too weak and the CEO becomes the puppet master.

 

Corporate boards work, not because of democracy, but through nepotism and patronage, where cliques has control over a large bundle of shares, usually trustee companies and superfunds associated with the current board and a swag of proxies controlled by the chair. Or in the case of NewsCorp by a division between A shares and nonvoting B shares.

 

But don't expect Corporate Boards to be pure and lilywhite as they are just as likely to be of the opinion that what is good for the company and board is good for the shareholders and staff.

 

One can tinker with the voting system all you like but the major game changer is not the size of the board or its mode of election but the degree of transparency about board activity and director and candidate quality.

 

 

[DWF]

By and large I do not have a major problem with the way the Board and CEO are handling the association's finances and general direction.

 

Things do not seem to be happening very fast but maybe that is because we are not being told what is happening or even what is being planned, in a very timely manner - if at all.

 

Communication has improved just a little with the CEO's monthly newsletters but there is still a dearth of information in them.

 

 

 

What I do have a problem with is the spin they are putting on the figures by telling us that losses and high expenses are really an improvement in income because the are not as bad as last year.

 

But he one that really riles me is the Sport Pilot charade whereby the membership fee (including a hard copy SP) has increased by $90 to $300 unless you elect to take the option to reduce your member benefit by NOT receiving a hard copy SP to get a discount of $90 off the new fee of $300. (Yes, I know it is available on-line but that is beside the point.) It is a membership fee increase by stealth - but it has not escaped the attention of some (most?) members.

 

If it is not a fee increase which is improving the bottom line why is the CEO being very upbeat about the number of members who are subscribing to the hard copy SP?

 

 

 

I do not agree that we should retain the Board membership at 13 to allow for the dead wood; we should just get rid of the dead wood!

 

Board members should be selected (not necessarily elected) for their expertise and experience in governance and running a board not because they are the most popular person in a particular geographic area.

 

 

 

My preference would be for a Board of say 7 members selected or elected from a field of candidates nominated for their suitability, expertise and experience in running a successful board. The nominees could be form anywhere in Australia and members would vote for their preferred 7 nominees (out of a field of say 14).

 

New Board members should be on probation for a period of say 3 months and if they are unwilling or unable to fully undertake the duties expected of a Board member then they should resign and be replaced.

 

 

 

The latest (hard copy - yes, I have paid the full membership fee) edition of SP has just arrived on my desk.

 

The front cover says in bold letters "NEW CONSTITUTION" so I eagerly turn to page 12 only to find a very short paragraph saying it will be available on the web soon.

 

I am sorry to see Jim Tatlock is not renominating for the Board. I think he has done a good job as Treasurer (despite the spin).

 

 

 

DWF

 

 

[Keith Page]

Col who is cleaning the hollow logs out now.. As I see the situation was a good idea to have some savings in hollow logs.. I see Don asked why such a big surplus of yesteryear it is looming to be a case of a blessing in disguise.

 

Regards,

 

KP.

 

 

[Guest Andys@coffs]

Keith

 

Lets be blunt, its great that there was a significant surplus to allow us to get out the mess we are in, to thank the previous team for doing that seems to suggest that it was a cunning plan of theirs, while at the same time they allowed the wheels and undercarriage to completely depart the machine.......Im sorry they are either smart or their not. My personal view is unequivocally for the later!

 

DWF, arguing that we should just get rid of the deadwood is easy to say, and damned hard to do. In RAAus we got rid of the previous Deadwood as a result of a very small number of RAAus members arranging for that to happen over many years, in the "many years" that it happened the disasters that the current team are dealing with came into focus. If the vast without purpose surpluses were not there in the future we wouldn't have the opportunity to take those years to replace them because we would be bankrupt and wound up and all of us sitting on the ground with many members suddenly interested in "how did it come to this?"

 

We must have a constitution that enshrines a sensible board setup, and the members must have the ability to turf them all out if it looks like things are going south fast in a reasonable timeframe. If we get past the volunteer mentality and have professional and trained administrators, under the CEO and professional and trained board members then the board work should be limited to policy and oversight only, today that is mostly the case, but I personally feel that as is always the case when a pendulum swings, we have gone too far towards hands off. I add that that view is mine alone, and the President and exec are happy that the balance is correct......only time will tell who was right. While I think its too far hands off, the reality is that the potential disaster is much smaller in size and impact than has been the case previously so it may well be that no matter which of us is correct the vast majority of members may never even notice.....and that's a good thing.

 

The greatest risk to RAAus is member apathy, it was true 10 years ago and is true today, and will be equally true for the new constitution, striking a balance where the small minority who care, more than superficially, can shape the board of the time, while not allowing the agenda to be shaped by one or two zealots is finding the illusive middle ground.....

 

I don't know how we address that apathy today anymore than I knew 5 years previously. Furthermore its a fact that the more right the organisation seems the greater the total apathy. That is a fundamental result of the fact that none of us choose to join the association by virtue that its a good and great association, we all join to allow us to fly and its only when that is threatened that the vast majority will care enough to do something.....

 

 

[Scotty 1]

[ATTACH=full]37316[/ATTACH]

 

Is the Operating Grant of $132,534.00 in 2014, and then $116,626.00 in 2015 the total amount due from CASA for the year? Less money for more work?

 

 

[Guest Andys@coffs]

Yes......and its 116k more than they want to give us

 

 

[rhysmcc]

surely making harder to be elected will help improve the quality of those getting elected. You'd need a third of the voting members to support you to get across the line (assuming 3 board members elected each year plus president). Give the president the power to put forward a vote at the AGM to disband the board should it not be functioning (members already have this option). The board should only be there for policy and oversight, the office should be handling the day to day.

 

a policy manual should also be setup with ways for new and changes to policy incorporated in the constituion.

 

 

[turboplanner]

The board should only be there for policy and oversight, the office should be handling the day to day.

The Constitution doesn't say that, it refers to a board of management and I've previously posted the board manager duties required by CASA in 2010. Ultimately that could bite the board members who ignore it.

 

 

[rhysmcc]

We are talking about the Draft Constitution are we not?