Draft Constitution?

[Keith Page]

We are talking about the Draft Constitution are we not?

OK ....

What does the board member's charter actually say?

 

Act/Regulation interpretation of the definition not a wish list from a bush lawyer.

 

See Turbo is on to it when he mentions CASA's requirement of the board.

 

So this brings up two points * has the current board given too much authority to the CEO. *The new constitution does not address the boards responsibilities.

 

Just thinking where are you Kaz.

 

Regards

 

KP.

 

 

[turboplanner]

You raise a very interesting point there Keith.

 

 

[rhysmcc]

Your missing the point, we are talking about the DRAFT constitution, opinions on what it should include and how it should be shaped. CASA does not have a say in how our constitution is setup and how we elect our board. The Deed of Agreement with CASA doesn't mention the board, it refers to the President or responsible person.

 

 

[rhysmcc]

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.

I'm assuming the 2010 reference is regards to the Sport Aviation Self-Administration Handbook 2010? It requires an accountable manager (appointed by the board), but it doesn't give any indiction that the board needs to be involved in the day to day operations. Oversight is required.

 

 

[turboplanner]

Oversight? or Management? what does it say?

 

Accountable Manager? or Chief Executive Officer? what does it say?

 

I would think there are members now who are not exactly happy with recent interpretations.

 

 

[kasper]

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

Cover of mag with New Constitution and Page 12 for a short piece ... am I missing something here - does paying for the printed version give you access BEFORE it is available in digital?

 

Nothing new on the Issuu or RAA site ... last issue is July

 

???

 

 

[rhysmcc]

Cover of mag with New Constitution and Page 12 for a short piece ... am I missing something here - does paying for the printed version give you access BEFORE it is available in digital? Nothing new on the Issuu or RAA site ... last issue is July

???

The August issue is on Issuu, that's where I've read it but I don't recall it being "announced" this time via email or on the raa website.

 

Oversight? or Management? what does it say?Accountable Manager? or Chief Executive Officer? what does it say?

I would think there are members now who are not exactly happy with recent interpretations.

I think you are trying to create interpretations which simply aren't there. CASA do not require a position titled "Accountable Manager", they require the position be it the CEO, the President or the Ops Manager to be the nominated Accountable Manager. I've not seen anywhere in the "handbook" that it requires Board members be involved in the day to day operations of the association. They need to be across the oversight of the association insuring the association (not the board nor the CEO) meets it's requirements.

 

The Deed of Agreement (the actual legal binding document) has the terms Specified Person and Organisation's Representative and actually has the names of the people nominated for those positions (2014 was General Manager Mark Clayton and President Rodney Birrell). The Deed in clause 13 actually says it's the Specified Persons who is responsible for ensuring compliance with the Deeds tasks and funcations.

 

So tell me where, besides the current constitution (which we are trying to discuss changing in this thread) does it say anywhere that the board must be involved in the day to day operations or management of the association?

 

 

[turboplanner]

I think you are trying to create interpretations which simply aren't there. CASA do not require a position titled "Accountable Manager", they require the position be it the CEO, the President or the Ops Manager to be the nominated Accountable Manager.

That's correct, they do not, but they do spell out their requirement for the board members key responsibilities.

 

I've not seen anywhere in the "handbook" that it requires Board members be involved in the day to day operations of the association. They need to be across the oversight of the association insuring the association (not the board nor the CEO) meets it's requirements.

That's correct, CASA don't require this, but the Constitution requires a board of management (not a board of directors just doing oversight) A board of management has to actively manage.

 

The Deed of Agreement (the actual legal binding document) has the terms Specified Person and Organisation's Representative and actually has the names of the people nominated for those positions (2014 was General Manager Mark Clayton and President Rodney Birrell). The Deed in clause 13 actually says it's the Specified Persons who is responsible for ensuring compliance with the Deeds tasks and funcations.

There is a deed of agreement each year which the parties sign; that's why specific people sign. I've never found a base document where all the year by year accumulated agreements carry forward; each year is a hand wash of the year before. Think of it as a "What will we agree to do this year" document, because that's all it can be the way it has been handled. Personally I don't see it as having any real significance - the agreements could just as easily be made between CASA and RAA ad hoc.

 

 

[Guest Andys@coffs]

Actually the Deed is not a one year document, the reality is that it has full force and effect until a replacement document is created wether that is one year hence or 5years. Therefore while we talk about it being an annual agreement, the reality is that it doesn't technically have to be....... and that good folk is why some years of late it has been very late........In fact those who are of a cynical nature may well not be surprised when a deed doesn't get agreed until after the current FY.....from an accounting perspective that then shows in CASA's books as not having been paid at all in that FY......I would hope they took an accrual for it in the CASA financial system knowing that the funds had to be paid as soon as their bunch got of their collective rears........but if not (thinking political pressure) I hope whatever it was that CASA did with the money was worth it....

 

The real difference now is that the current RAAus board will not sign up to something they know they cant deliver, and they hold the CEO accountable to deliver what they do agree to sign up to.....rather unique approach when compared to the past!

 

I hope the current, or in progress DOA reflects that RAAus has its a$$ hanging out to deliver the internal system changes.....which will in turn satisfy much of what CASA has wanted to see in recent years....

 

 

[turboplanner]

The point is that some people believe RA flying exists because of the Deed, when in fact it is enshrined in the Acts

 

 

[rhysmcc]

That's correct, CASA don't require this, but the Constitution requires a board of management (not a board of directors just doing oversight) A board of management has to actively manage.

Which is way I said SHOULD in a thread about drafting the new constitution. The board should be for policy and oversight not management.

 

In terms of the deed, it's what grants us RAAO status, I don't think you'll find RA-AUS mentioned in any Acts.

 

 

[Guest Andys@coffs]

RAAus is definitely mentioned in the CAO exemptions these on Comlaw are defined as legislative Instruments. The fine distinction between a legislative instrument and an Act escapes me at present by virtue of not being a lawyer, both effectively bind us as pilots though......

 

 

[rhysmcc]

It's more a regulation then an Act. Acts are passed by parliament which give the powers to the executive to make the regulations. For example the CAO never was passed by the parliament, therefore isn't considered and Act. The Civial Aviation Act is but there is no mention of RAA in it.

 

Going from memory only, the CAOs don't actully give RAA any powers or establishment, it's only reference is that pilots must be members, have a certificate issued and operate according to their manual. No mention of the board and how it must be setup, elected or handle the day to day operations.

 

 

[Keith Page]

Which is way I said SHOULD in a thread about drafting the new constitution. The board should be for policy and oversight not management.In terms of the deed, it's what grants us RAAO status, I don't think you'll find RA-AUS mentioned in any Acts.

RAAus will not be mentioned anywhere in an act.... However what you will find -- is mention of a structure like RAAus and how they are to operate..

 

Board members:- Get away from looking in CASA or even RAAus go looking in definitions and duty descriptions, what I suggest is go to department of fair trading.. Most likely board members will be mentioned by duty description not by duty name. Yes there is a lot of reading to find this information, you must look for the descriptions and then the descriptions are a bit cryptic. (Be aware each sate is different).. So in this case look in ACT.

 

Re...... You mentioned only a draft, yes???? ....... The constitution why not get it sorta accurate first up, that means a lot less work when it comes to correction time, when the refinements are to be done.

 

Regards,

 

KP.

 

 

[rhysmcc]

RAAus will not be mentioned anywhere in an act.... However what you will find -- is mention of a structure like RAAus and how they are to operate..Board members:- Get away from looking in CASA or even RAAus go looking in definitions and duty descriptions, what I suggest is go to department of fair trading.. Most likely board members will be mentioned by duty description not by duty name. Yes there is a lot of reading to find this information, you must look for the descriptions and then the descriptions are a bit cryptic. (Be aware each sate is different).. So in this case look in ACT.

Re...... You mentioned only a draft, yes???? ....... The constitution why not get it sorta accurate first up, that means a lot less work when it comes to correction time, when the refinements are to be done.

 

Regards,

 

KP.

Thanks Keith, what we are talking about is for the board to provide oversight and direction (i.e. policy) to the management, rather then be involved into the day to day operations (i.e. chasing up why Member X isn't on the members email list or that Member Y wants to start a FTF). I think you'll find this is how the majority of company boards operate.

 

When I referred to DRAFT, I was trying to point out we should be talking about what we want in the constitution and how we should operate, rather then reference what our current constitution says on the matter (of board "management").

 

At the end of the day, it's a members association so we (at least 75% that vote) get the final say on how we want our board to operate.

 

 

[turboplanner]

rather then be involved into the day to day operations (i.e. chasing up why Member X isn't on the members email list or that Member Y wants to start a FTF).

We are not at odds about that, just the terminology. The members elect representatives to manage the employees and come up with policy.

 

I think you'll find this is how the majority of company boards operate.

They do, but Recreational Aviation Australia is not a company, and is not a corporation as it refers to itself on the website, it is an Incorporated Association

The board members are members of a board or management; they are not directors.

 

If you want a taste of how a company, with board of directors would run RAA, it has been leaning that way recently, and that has led recently to people expressing concerns about decisions and costs.

 

As you say, there is nothing wrong with the members changing the Constitution to whatever they want, but it would help if they could see proposed changes before they happened.

 

 

[rhysmcc]

I agree with the policy and management to the point they propose oversight to the CEO. If the staff isn't performing then it's the CEO who is responsible. If the board don't do anything then it's the members turn to ditch the board.

 

Besides the lack of information comin out of HQ/board, things appear to be functioning well. There will always be room for improvement, I think policy development being one huge issue that needs addressing.

 

 

[turboplanner]

Besides the lack of information comin out of HQ/board, things appear to be functioning well.

I'm jealous, I've always wanted to have ESP.

 

 

[DonRamsay]

. . .They do, but Recreational Aviation Australia is not a company, and is not a corporation as it refers to itself on the website, it is an Incorporated Association. The board members are members of a board or management; they are not directors.

"Company" is an English name for a body corporate. It relates to being "in company with" or "in association with". An Incorporated Association is a body corporate and is largely indistinguishable in nature from a Company (an association of shareholders). Because it operates across the Country, it also comes under Corporations Law.

 

An aero club can be small enough to be managed on a part time basis by amateurs. It is wise for an organisation that needs to achieve professional standards of administration to hire a professional manager and full time staff to ensure the business of the Association is well managed.

 

The Board of such an organisation needs to interact with the employed management and staff as if it were an individual not as individual, regional "Members' Representatives". It is correct English to use the singular "is" rather than the plural "are" when referring to the Board. The Board is responsible for the direction and administration of the affairs of the corporation. The Board is accountable to the Members and is, under the Constitution, held accountable on a routine basis twice each year at General Meetings, one of which being the Annual General Meeting. The Board may call General Meetings at its discretion and Members may petition the Board for a General Meeting to be held and, if the required 100 members are of the same mind then the Board is obliged under the Constitution to attend such a meeting and be bound by the decisions of financial Members casting a vote in connection with that General Meeting.

 

The Constitution empowers the Board to act with all the powers of the Corporation including employment of staff. How the Board executes their responsibilities is a matter for their judgement and it is up to the Members to make judgements in holding the Board accountable at General Meetings and via the ballot box.

 

Despite your perceived distinctions, turboplanner, there is very little difference between the roles and responsibilities of a top 50 listed public company and RAAus Incorporated.

 

. . . there is nothing wrong with the members changing the Constitution to whatever they want, but it would help if they could see proposed changes before they happened.

The hurdle for a Constitution change is carved into the Law and the Constitution. It requires a 75% majority of those voting on a motion for a Special Resolution. There must be 21 days clear notice of the motion for the Special Resolution and there is an opportunity for every member to vote either in person or via proxy.

 

There is no way the 75% majority can be achieved for a total rewrite of the Constitution unless the Members have had reasonable time to consider the proposal and to ask and have their questions satisfactorily answered.

 

 

[DonRamsay]

. . .They do, but Recreational Aviation Australia is not a company, and is not a corporation as it refers to itself on the website, it is an Incorporated Association. The board members are members of a board or management; they are not directors.

"Company" is an English name for a body corporate. It relates to being "in company with" or "in association with". An Incorporated Association is a body corporate and is largely indistinguishable in nature from a Company (an association of shareholders). Because it operates across the Country, it also comes under Corporations Law.

 

An aero club can be small enough to be managed on a part time basis by amateurs. It is wise for an organisation that needs to achieve professional standards of administration to hire a professional manager and full time staff to ensure the business of the Association is well managed.

 

The Board of such an organisation needs to interact with the employed management and staff as if it were an individual not as individual, regional "Members' Representatives". It is correct English to use the singular "is" rather than the plural "are" when referring to the Board. The Board is responsible for the direction and administration of the affairs of the corporation. The Board is accountable to the Members and is, under the Constitution, held accountable on a routine basis twice each year at General Meetings, one of which being the Annual General Meeting. The Board may call General Meetings at its discretion and Members may petition the Board for a General Meeting to be held and, if the required 100 members are of the same mind then the Board is obliged under the Constitution to attend such a meeting and be bound by the decisions of financial Members casting a vote in connection with that General Meeting.

 

The Constitution empowers the Board to act with all the powers of the Corporation including employment of staff. How the Board executes their responsibilities is a matter for their judgement and it is up to the Members to make judgements in holding the Board accountable at General Meetings and via the ballot box.

 

Despite your perceived distinctions, turboplanner, there is very little difference between the roles and responsibilities of a top 50 listed public company and RAAus Incorporated.

 

. . . there is nothing wrong with the members changing the Constitution to whatever they want, but it would help if they could see proposed changes before they happened.

The hurdle for a Constitution change is carved into the Law and the Constitution. It requires a 75% majority of those voting on a motion for a Special Resolution. There must be 21 days clear notice of the motion for the Special Resolution and there is an opportunity for every member to vote either in person or via proxy.

 

There is no way the 75% majority can be achieved for a total rewrite of the Constitution unless the Members have had reasonable time to consider the proposal and to ask and have their questions satisfactorily answered.

 

 

[Guest Andys@coffs]

I agree 100% with Don, there is nothing of importance that is fundamentally different. Its my view that a board of management is a term used in the incorporated association that reflects the types and sizes of organisations that the act was supposed to cover. If you consider that a board in a company appoints a CEO and provides him with a set of appropriate delegations to allow him to manage the organisation then the fact that those are delegated authorities means that ultimate responsibility still must sit with the board. Having delegated that authority to a CEO a prudent board does all that it needs to, to ensure that the CEO is actually performing the delegated tasks through oversight......

 

So whether you call then a board of directors or a board of management its my view that the management aspect is fundamental to both, one through direct management and the other through delegation and oversight. The difference is merely one of scale.......delegation however must be done with oversight, passing the requirement for action to a 3rd party but retaining the overarching responsibility for the action is delegation, doing the former only without the latter is merely passing the buck!

 

Please don't ask to see the formal delegated authority to the CEO because other than an approval of an annual budget its simply doesn't exist today. Its my personal view that this is an intolerable reality both for the board and for the CEO.

 

Im not aware of a single corporate entity that doesn't as a matter of course establish, and regularly review, a clear set of delegated authorities from CEO down as far into the organisation as needed upon recruiting and completing induction for any employee......

 

Andy

 

 

[Guest Andys@coffs]

I agree 100% with Don, there is nothing of importance that is fundamentally different. Its my view that a board of management is a term used in the incorporated association that reflects the types and sizes of organisations that the act was supposed to cover. If you consider that a board in a company appoints a CEO and provides him with a set of appropriate delegations to allow him to manage the organisation then the fact that those are delegated authorities means that ultimate responsibility still must sit with the board. Having delegated that authority to a CEO a prudent board does all that it needs to, to ensure that the CEO is actually performing the delegated tasks through oversight......

 

So whether you call then a board of directors or a board of management its my view that the management aspect is fundamental to both, one through direct management and the other through delegation and oversight. The difference is merely one of scale.......delegation however must be done with oversight, passing the requirement for action to a 3rd party but retaining the overarching responsibility for the action is delegation, doing the former only without the latter is merely passing the buck!

 

Please don't ask to see the formal delegated authority to the CEO because other than an approval of an annual budget its simply doesn't exist today. Its my personal view that this is an intolerable reality both for the board and for the CEO.

 

Im not aware of a single corporate entity that doesn't as a matter of course establish, and regularly review, a clear set of delegated authorities from CEO down as far into the organisation as needed upon recruiting and completing induction for any employee......

 

Andy

 

 

[rhysmcc]

We are now 37 days out from the AGM and still no draft constitution has been released. The CEO advised members that the draft would be released and 60 days of consultation would take place before a second draft was released at the forum following the AGM for further discussion. Is either of these still likely to take place (release to members for consultation and forum?). Maybe one of our board members could provide insight into what is delaying them from releasing the draft?

 

Constitution Reform

The one topic that I have heard more about than any other topic since joining Recreational Aviation Australia has been our constitution. For the last four months the board executive and I have been working hard on preparing a draft for members to consider. Currently the full board is reviewing the draft document and we will share this with members shortly.

 

We will soon upload a copy of our draft constitution onto our website for members to comment. Member's input will be open for sixty days. At the conclusion of this comment period, we will review comments and prepare a second draft document, which will be consulted with members at our forthcoming member’s forum on 11 October 2015 following our AGM.

 

At this forum on 11 October 2015 we will provide members with a timeline and process for adopting a revised constitution. We expect the timing to take some four to six months following the AGM.

 

We are committed to engaging with members and urge you to have input into this process.

[coljones]

We are now 37 days out from the AGM and still no draft constitution has been released. The CEO advised members that the draft would be released and 60 days of consultation would take place before a second draft was released at the forum following the AGM for further discussion. Is either of these still likely to take place (release to members for consultation and forum?). Maybe one of our board members could provide insight into what is delaying them from releasing the draft?

We actually need a constitutional and governance schema first so that the constitutional drafting committee can prepare models for the board and rank and file. There appears to be a strong push from some sectors for a reduction in the board, an easier method of constitutional change such as postal ballots. There is also the issue of incorporation method such as via an incorporated association model (which state has the best process eg ACT Law does not permit postal ballots for rules changes) and whether ASIC provides a better model.

As far as I can see none of the proponents for change have elucidated on any of these scenarios except saying "IMHO ...." and let the lawyers sort it out. Clearly not enough thought has been expended on the fundamentals to even consider any change at the moment.

 

 

[DWF]

It is now just 10 days to the AGM so there are obviously now constitutional changes proposed this time around.

 

Despite the 'anouncements' and Sport Pilot headlines several months ago the advertised draft constitution has not materialised - for the ordinary RAAus member at least.

 

Where is it? What has (or has not) happened? At least we could have been told action on this matter has been postponed/deferred/abandoned!

 

I suppose it is too much to hope we will see the (aleged) draft before the AGM.

 

It is really too late now to read and comment on it before then anyway.

 

DWF