Draft Constitution?

[DonRamsay]

David,

 

The current draft is still being reviewed by the Board. There have been variations suggested by the lawyers as recently as this week. It is as you appreciate a massive undertaking and there is no point offering an unfinished or legally defective document for comment.

 

The development process is quite robust and exhaustive. It allows for months of consultation with interested members. It is not going to be rushed and dumped on an uninformed member. It is not going to be put to a vote at the AGM but it will be explained - both the document and the thinking that has gone into it.

 

The review of our Constitution is something most would know is close to my heart having kicked the process off formally in 2012 only to have it scuttled by a few who were jealous of their power and the prestige they drew from being an RAAus Board Member. Pity they didn't draw their satisfaction from their day job instead.

 

I am not under any circumstances going to support a Constitution that does not ensure the long term efficient and good governance of RAAus. That has been the aim all along.

 

 

[kasper]

David,The current draft is still being reviewed by the Board. There have been variations suggested by the lawyers as recently as this week. It is as you appreciate a massive undertaking and there is no point offering an unfinished or legally defective document for comment.

The development process is quite robust and exhaustive. It allows for months of consultation with interested members. It is not going to be rushed and dumped on an uninformed member. It is not going to be put to a vote at the AGM but it will be explained - both the document and the thinking that has gone into it.

 

The review of our Constitution is something most would know is close to my heart having kicked the process off formally in 2012 only to have it scuttled by a few who were jealous of their power and the prestige they drew from being an RAAus Board Member. Pity they didn't draw their satisfaction from their day job instead.

 

I am not under any circumstances going to support a Constitution that does not ensure the long term efficient and good governance of RAAus. That has been the aim all along.

Thanks - maybe it would be a better use of the RAA facebook and online communications channels to tell us that there is MONTHS of consultation yet to come in preference to the safety day with all the high blood pressure that created especially when there is an announcement thorugh the RAA mag of a timeline and AGM that clearly has been abandoned.

Just a hint as to EFFECTIVE communication and management of expectations ...

 

 

[DonRamsay]

Thanks for the "hint".

 

One clear point of agreement from the management and the Board is that with regard to communications there is plenty of room to get better and get better we must. Trouble is they are so busy fixing things and generating progress they sometimes don't get around to telling everyone about it. They were surprised that there was so much interest in the appointment of the new training coordinator the announcement of which seemed to slip below the radar.

 

Interestingly, I spent the day in the RAAus Office in Canberra yesterday. I thought for a moment I must have come to the wrong address (not really). From the instant I opened the front door I could see the change in the place. It bears no comparison to the bad old days of just a few years ago. The place buzzes. The staff, when they haven't got their noses to the grindstone pop up with a big smile. The Office is neat and tidy - it looks well organised because it is.

 

Hope some forumites can make it to Bundaberg for the AGM. Please make yourself known to me and don't pull the cunning stunt Bex did to me at Ausfly. Got a me a beauty - twice!

 

 

[DonRamsay]

Incidentally Kasper, the percentage of RAAus members who are really interested in things like the Constitution is probably in single digits (i.e. <10%) and of course *everybody* was interested to know October would be both OctSober and RAAus Safety Month - sort of go together.

 

 

[kasper]

Incidentally Kasper, the percentage of RAAus members who are really interested in things like the Constitution is probably in single digits (i.e. <10%) and of course *everybody* was interested to know October would be both OctSober and RAAus Safety Month - sort of go together.

lack of interest may be one thing but there are two items about the constitution that those of us interested in it would like to know:

1. what is the directive framework of what was given to the lawyers to come up with the new constitution; and

 

2. when it is announced that we will get something we either get told its not going to happen or it happens

 

Basic rule of operations - under promise and over deliver - keeps people engaged and on side - the current management, regardless of how good they actually are at making the changes needed in the office and back end systems are so very much in the over promise and under deliver category (particularly with regard telling us) and have been for the past 9 months - so much so that the well of reserve good will of the membership to give them time to do things is pretty much gone dry.

 

 

[DonRamsay]

Lack of broad interest is no excuse for inadequate communication to those who may be interested. I hope that wasn't read from what I wrote above.

 

The lawyers are not the creators/authors of the new Constitution. That is the job of the elected representatives. It is not possible to have a large group design a structure and map it with a set of rules. Even if the "Committee" was 100 strong it would still only be 1% of the membership. When I set out to do it in 2012, I had a committee of four to do the design and drafting and of course anything we'd have come up with would have needed vetting by the lawyers, the Board and the membership.

 

The job of the lawyers is to ensure that we do not cross legal boundaries and to suggest techniques for achieving what we have in mind but are not clear on how to express it. There are so many pieces of legislation that affect how we might structure and operate.

 

In response to the invitation that was put to the general membership to tell the Board what they wanted from constitution reform there were only two responses from ordinary members - I was one of those two ordinary members.

 

when it is announced that we will get something we either get told its not going to happen or it happens

Not sure I fully understand this comment. But supposing I do understand what you were saying I am willing to say that there will be significant Constitution reform and it could be in place for the 2016-17 year. This work will be finished and it will be acted on.

 

 

[kasper]

clippedNot sure I fully understand this comment. But supposing I do understand what you were saying I am willing to say that there will be significant Constitution reform and it could be in place for the 2016-17 year. This work will be finished and it will be acted on.

What I was referring to was the announcement in the RAA mag several months ago that we would be getting the draft constitution for discussion weeks ago so that it could be put to the AGM upcoming ... the August front cover says across the bottom "New constitution" and according to the President is would soon be made available to us to review ahead of being put to the membership at vote early in 2016 ... that's what was announced and has never through official RAA channels ever been denied or revoked ... through this forum - a non-RAA conduit of info - we have from yourself now been let know where we are and that its not likely to be soon from Oct 2015 ... but the board and management of RAA through their 4 channels of communication (magazine, web site, emails or facebook) have singularly failed to change or challenge the statement from the mag ...

And Don, this is not a personal attack or reflection on you - its just that the president and management are not delivering what they have publicly said ... and this is not early days in the life of the new management, they have had time enough to get their act together and communicate clearly and openly.

 

 

[pmccarthy]

As chairman of an unlisted public company it took me several years to get the six directors to agree to the details of a new constitution, before we could put it to 100 shareholders. Keep up the good work!

 

 

[DWF]

I don't know how or when it happened but the draft constitution is now available on the Home>>About>>Our Constitution page of the RAAus web site at

 

https://www.raa.asn.au/wp-content/uploads/2012/01/RAAus-Draft-Constitution-and-Explanation.pdf

 

 

 

I have had a brief look at the Explanation text which seems to be OK by me for the most part but it is a bit too late in the night now to study the draft in detail.

 

The devil is often in the detail so I will persue him soon and then pass further comment.

 

 

 

DWF

 

[Currently in sunny Canberra - on my way to YBUD.]

 

 

[pmccarthy]

On a quick read through this looks good, apart from a couple of odd words. The main change I would recommend is that we retain the role of President, rather than chairman, being more appropriate to a membership organisation. A President has better credibility with the press and public, and the President's duties should include visits to regional centres to promote the organisation ( as distinct from management matters).

 

 

[rhysmcc]

Had a quick read, didn't see anywhere about members voting for directors other then for more then 3 terms. Are they meant to be selected by just the board or is it going to voted on at the AGM? What is considered a pass for AGM resolutions, didn't see it defined? Also is a single year off considered a break in consecutive terms in which case 9 people could keep them self in power?

 

To me it doesn't seem very representative, but will need to sit down and have a more detailed read, is there particular clauses covered by other legalislatiob that should be read in conjunction (i.e. Electronic voting not being allowed for AGMs, docs legally viewable by members etc)?

 

 

[DonRamsay]

Rhys,

 

You would be doing the Board and the Members a huge favour by sending in your questions and preferences addressed to President Mick Monck. That's what consultation is all about. The benefit is that all members will get access to your questions, comments and the official answers. I'm just one member of, at the moment a 13 person Board.

 

 

[rhysmcc]

It was more questions to others who've read the document whether they noticed the same. If I'm a member post the AGM and when the consolation starts I'm sure I'll make a submission (and vote either proxy or in person)

 

 

[DonRamsay]

Rhys,

 

My theory is that the sooner you get your concerns raised with the people drafting the new constitution the easier it is to get changes made. The later you leave it the more reluctant people, naturally, are to make changes. It is in part human nature at work.

 

What we have to keep in mind is that the old Constitution may have served us OK in the early days when we were just a club but it has definitely not served us well over the last 10 years. We need a ground up rethink of what RAAus has become and how it can be structured to be efficient and well governed into the future. The regional representation model has not consistently provided directors with the qualifications, experience and skills to operate well at Board level. I think there is general accord that 13 Board Members is both ineffective and inefficient.

 

I'd also respectfully suggest that when reading the draft to try and get the sense of it overall. I'd actually argue that while there may be devils in the detail the strength is in the overall picture. My recommendation is to initially get a feeling for the overall picture and then have a look to see that the detail does not prevent the principle objective from being achieved.

 

Don

 

 

[kasper]

Rhys,My theory is that the sooner you get your concerns raised with the people drafting the new constitution the easier it is to get changes made. The later you leave it the more reluctant people, naturally, are to make changes. It is in part human nature at work.

 

What we have to keep in mind is that the old Constitution may have served us OK in the early days when we were just a club but it has definitely not served us well over the last 10 years. We need a ground up rethink of what RAAus has become and how it can be structured to be efficient and well governed into the future. The regional representation model has not consistently provided directors with the qualifications, experience and skills to operate well at Board level. I think there is general accord that 13 Board Members is both ineffective and inefficient.

 

I'd also respectfully suggest that when reading the draft to try and get the sense of it overall. I'd actually argue that while there may be devils in the detail the strength is in the overall picture. My recommendation is to initially get a feeling for the overall picture and then have a look to see that the detail does not prevent the principle objective from being achieved.

 

Don

Can of worms Don ...

 

• If you want to ensure directors have the requisite 'qualifications, experience and skills to operate well at Board level' you logically abandon elections to board and go to appointment by management/owner panel/board to fill from the world at large with identified skills.
   
   
  
• If you want elected representation then the question of getting, keeping or targeting perceived skills shortages goes out the window and you are in the current situation of pot luck on what people can bring to the table after winning a popularity contest.
   
   
  
• If you want a mix (similar to the board I work with) then you get a mix of elected/owner reps and appointed independent members on the board.
   
   
  

 

 

All options have pros and cons but if you are looking at a need to change to address skills and experience keeping any form of 100% elected board is not logical

 

 

[kasper]

Can of worms part 2:

 

From the draft in the explanatory document:

 

"This allows the board to identify the skills required to successfully oversee the management of the organisation and call for nominations by people with those skills. This allows for a board that consists of the individuals most capable of performing the role rather than a board with people appointed simply by virtue of their home address."

 

and then three paragraphs later:

 

"Importantly the constitution requires that directors be appointed by members using an election mechanism and also prevents the board from removing directors by granting this power only to members at a general meeting."

 

So you face a member election BUT nominated people have to have the skills the current board are looking for ...

 

Begs the question (and tickets for the sideline fight) over who determines IF a nominee has the skills request to allow them to go on the ballot?

 

Or are we really looking at any nominee being accepted and the fact that they may not in fact have any of the desired skills really being unimportant? ... Oh sorry that's what we have at the moment isn't it and exactly what the change is supposed to address ... so other than removing the state based geographic coverage and reducing the size of the herd of cats we are looking at bascially either

 

1. the same pot luck from an election to get skills; or

 

2. the board/management reviewing and pre-selecting nominees against skills sets to vet prior to election

 

1. is the current system on a smaller board and 2. has court action by unhappy applicants writ large

 

 

[rhysmcc]

Well i wasn't too sure because it was a quick read, but at first it implied to me that the Board would choose the directors (from nominees) and the members would "rubber stamp" their decision by way of vote at the AGM. With the members given the power to removed any directors (however the Board couldn't). But I've yet to come across anything that defines how elections or votes take place, who is able to vote or nominate (do they even need to be a member).

 

To be quite honest I'm disappointed with what has been presented, there doesn't seem to much representation of the members at all in this draft, but maybe that's the way the association wants to head (i.e. be like CASA). Don, I'll attempt to put together a submission early next week and CC you into it (might even post it here as more eyes and heads the better chance of getting something that will actually pass the membership)

 

 

[DonRamsay]

. . . Don, I'll attempt to put together a submission early next week and CC you into it (might even post it here as more eyes and heads the better chance of getting something that will actually pass the membership)

Thanks Rhys, I'm sure it will be helpful on the journey to a resolution. I'm coming back to this project fairly late in its evolution and am in catch-up mode the same as everybody else. Clearly, I will have the benefit of attending the Board Meeting and AGM and briefing and discussion session and should be in a better position to discuss this in mid October. In the meantime I'd better get back to building my own understanding of our proposal.

Nobody is suggesting that this is a simple, easy to fix matter but I think everybody agrees that there is something to fix and that it can be fixed. There is an intelligent, hard working and dedicated group of people who are seeking to do the best they can for our Association. Please be wary of assigning conspiracy motives (That comment is not addressed to you Rhys).

 

We have a group of people on here for whose views I have high regard. Please seriously consider my request that you communicate your views directly to the Board Chair (Mick Monck). I am just one of 13 at the moment.

 

And a reminder that Board Members (Directors) are bound by Corporations Law to do the best that they can for all members of the Association and not just those who voted for them. I may have received 75% of those who voted in the NSW/ACT by-election but that is a tiny fraction of the total membership of RAAus for whom I am now obliged to do my best. My commitment is to all members of RAAus.

 

 

[DonRamsay]

Just a correction on who you should send your comments and questions to. It should be to Michael Linke, the CEO not the President. The CEO's email address is in the front of the SportPilot magazine.

 

 

[Keith Page]

Had a quick read, didn't see anywhere about members voting for directors other then for more then 3 terms. Are they meant to be selected by just the board or is it going to voted on at the AGM? What is considered a pass for AGM resolutions, didn't see it defined? Also is a single year off considered a break in consecutive terms in which case 9 people could keep them self in power?To me it doesn't seem very representative, but will need to sit down and have a more detailed read, is there particular clauses covered by other legalislatiob that should be read in conjunction (i.e. Electronic voting not being allowed for AGMs, docs legally viewable by members etc)?

Yes you are on to it rhysmcc the demon is in the preamble. This is all done with these in mind *Saving Money * Moving into the Modern Age * Smaller board..

There was one I did have a laugh at, "On an issue......If a board a member favours his state over the correct direction of RAAus this action is illegal"

 

Well there will be/have been a lot of illegal things happened in the pasted and into the future.

 

Looks like directors will have all the say and the members will just have to cop what they come up with. i.e. All the power will be with the select few. One good thing it is not through yet so we will not have to abide by it.

 

At the moment we have something like this for board meeting, where the executive turn up to the meetings and the rest of the board are left out in the cold. This is all done under "Saving Money." We have to have checks on the direction where things are moving.

 

Regards

 

KP

 

 

[kasper]

Oh and given

 

the structure of the organisation has already been dictated AND

 

the size of the board determined AND

 

nothing on actual on-the-ground control of board or members is in the document AND

 

there are real 'fun' items built in around membership and debt

 

This is not a real engagement on what the org structure should look like in my opinion but a step before resolution and basically it will come down to 'do I trust the board' when they ask me to sign up to this.

 

Commentary on functional issues within the draft being forwarded to RAA but as a heads up look at when a member becomes a member under the draft and when you cease ... tie that into the CAOs on only having a right to fly when a member and we are in a new world of strict liability - fail to pay your RAA membership when due (not a day late) and you are not permitted to fly - and paying 1 day late is NOT just catching up - its a new membership and the year has to change and your membership has to be a new application ... fun is in the detail

 

 

[DonRamsay]

Keith, the responsibility for Board Members to act for the benefit of ALL members and not to favour any individual or group of individuals is in the current Constitution, in the Act and a foundation of Australian Corporations Law. Directors must act in the best interests of the whole corporation.

 

If you can name one single instanc where any Board Member ever acted otherwise I will owe you a Schooner (beer not boat!)

 

 

[DonRamsay]

Kasper, I'm en route to Bundaberg at the moment so my response may be brief and suffer from poor tablet typing skill and dopey Apple editor.

 

Oh and given the structure of the organisation has already been dictated AND the size of the board determined AND nothing on actual on-the-ground control of board or members is in the document AND there are real 'fun' items built in around membership and debtThis is not a real engagement on what the org structure should look like in my opinion but a step before resolution and basically it will come down to 'do I trust the board' when they ask me to sign up to this.

 

Commentary on functional issues within the draft being forwarded to RAA but as a heads up look at when a member becomes a member under the draft and when you cease ... tie that into the CAOs on only having a right to fly when a member and we are in a new world of strict liability - fail to pay your RAA membership when due (not a day late) and you are not permitted to fly - and paying 1 day late is NOT just catching up - its a new membership and the year has to change and your membership has to be a new application ... fun is in the detail

These are strong views and I wonder if you have communicated them to the appropriate person - Michael Linke. If you haven't then nobody is going to do anything in response to your considered opinion that you have taken the time to form from your research and reading.

 

I would urge all to view the webcast of the members forum at Bundaberg.

 

I was not one of the team that put the draft together but I have the greatest of respect for the people who did it. Their qualifications, skill, experience and hard work could not have been bettered, in my view.

 

This is a significant change for RAAus. They are not setting out to reproduce the same clubby organisation that may have served us well in the 1980s when we were smaller but has not been successful in the 21st century as the largest aviation body in Australia. The aim is to put RAAus on a proper professional footing. If you had shares in BHP, you would want the people on the Board to be skilled professionals operating within strict governance rules and with an eye on corporate strategy not watching the road running under their feet and doing the job of the employed management.

 

Yes, the Board will have discretion as do other professional Boards but they will still need to be guided by the total membership or be voted off the Board. Poorly performing Board Members will be removed from the Board and replaced by people prepared to acquit their responsibilities.

 

We established a precedent in 2013 when the ordinary members campaigned and won an extraordinary General Meeting and put the Board on notice to do their job or get off the Board. The result was we now have the best Board in living memory.that is the democratic process working well. Electing a mob to the Board with a Post Code as the sole qualification has not worked well for us. There have been times when the Board out numbered the employees. We are still close to that at the moment. That is not efficient and it has been less than effective in the past.

 

 

[rhysmcc]

This draft has no democratic processes. The board select their own, members have no say or control. Say we vote for Joe Bloggs to be removed from the Board, what prevents the board appointing him back? I don't like the draft, I think there are too many separate issues which the members need to decide on before any resolution. Company vs Association. Elected vs Appointed. Recreation vs everything with a human that may fly (or shoot into space).

 

 

[kasper]

Kasper, I'm en route to Bundaberg at the moment so my response may be brief and suffer from poor tablet typing skill and dopey Apple editor.

These are strong views and I wonder if you have communicated them to the appropriate person - Michael Linke. If you haven't then nobody is going to do anything in response to your considered opinion that you have taken the time to form from your research and reading.

 

I would urge all to view the webcast of the members forum at Bundaberg.

 

I was not one of the team that put the draft together but I have the greatest of respect for the people who did it. Their qualifications, skill, experience and hard work could not have been bettered, in my view.

 

This is a significant change for RAAus. They are not setting out to reproduce the same clubby organisation that may have served us well in the 1980s when we were smaller but has not been successful in the 21st century as the largest aviation body in Australia. The aim is to put RAAus on a proper professional footing. If you had shares in BHP, you would want the people on the Board to be skilled professionals operating within strict governance rules and with an eye on corporate strategy not watching the road running under their feet and doing the job of the employed management.

 

Yes, the Board will have discretion as do other professional Boards but they will still need to be guided by the total membership or be voted off the Board. Poorly performing Board Members will be removed from the Board and replaced by people prepared to acquit their responsibilities.

 

We established a precedent in 2013 when the ordinary members campaigned and won an extraordinary General Meeting and put the Board on notice to do their job or get off the Board. The result was we now have the best Board in living memory.that is the democratic process working well. Electing a mob to the Board with a Post Code as the sole qualification has not worked well for us. There have been times when the Board out numbered the employees. We are still close to that at the moment. That is not efficient and it has been less than effective in the past.

CEO email got this:

 

Just looking at the basics of membership of the company - there are fundamental issues:

 

When does a member become a member of the company?

 

1. if an initial member on incorporation (10.1)

 

2. if not an initial member then on acceptance of an application IN WRITING and entry onto register (13 and 15)

 

Note - to apply to become a member you MUST complete a written application form with statements of agreement to items set out in 13

 

When does a member cease to be a member of the company?

 

16 covers this and provides 7 grounds and it's IMMEDIATE on the existence of the ground so NO flexibility within admin or CEO/policy/process to allow a few days grace etc.

 

16(d) is the critical one for annual membership fees being required to remain a member. Without 16(d) failure to pay the annual membership fee to the association would not cease membership and I can only assume that the only way failure to pay fees ceases membership is through this clause - and it is harsh in its operation:

 

- failing to pay money owed to the company - black and white on payment date - if not paid when due then you immediately cease being a member, no fudge room at all

 

- pay 1+ day late your annual fees requires a NEW written application for membership as your initial membership ceases on failing to pay money owed to the company - our renewal notices will have to include annual WRITTEN application to a member to address this or even payment late is not acceptable to apply to become a member AND all late payments MUST be accompanied with a written application so no online late payments, ever.

 

- if you pay late and make the written application to re-join you then end up with two member records on the register of members (see 10.2(b) - you might end up with up to 7 entries if you are an habitual late payer

 

- factually the guarantee limit of $1 from 4 will apply twice to re-joiners for each of the membership periods if they are within 12 months of any failure date.

 

Classes of membership (12) - arguably the WORST section of drafting in relation to membership - IF you intend creating short term/temporary memberships for visitors (as stated) then you have NO power to end their membership under 16 at all, ever as they do not owe the company anything at the end of the temporary membership ... unless you twist it and write in that the temp membership is auto renewing with a new fee due at the end ... that would trigger the debt and ceasing to be members BUT it requires all the headache and admin of sending out renewal documentation to temp members ... madness. In addition as drafted ALL classes of membership are still members ... consider who has to be told about meetings ... sending notices to all temp members might be a bit costly and annoying ...but back to the basics of getting rid of temporary members .. you have to make them owe the company money at the end of the membership ... or give a written notice of ceasing to be a member on joining dated 'x' days in the future or we have them till death.

 

If you DO NOT do this 'twisted' process to end membership any temp members remain member for life unless/until they resign, die etc. They may not have voting rights etc but they would still be members ... And if that is the case I will be not renewing my annual membership but taking up a non-expiring temp membership ... then I am covered for flight under the CAO's with nil cost as the CAOs on current structure I do hold a valid pilots certificate and it is current provided I do my biennials and remain a member ... which I would be. Not really the intended outcome.

 

Basically the practical walk through of when a person joins to ending an applying it to the real world has not been done well - its a nightmare.

 

eg on what current docs and renewals look like I post my renewal docs and card authorization off to RAA and for whatever reason it goes astray in the post and is not received prior to the expiry date - on due date + 1 I cease being a member as I have not paid to the company money owed (not owed until day 1 of the new year of membership) ... RAA can't send me a reminder that I am overdue - they have to send me a new member application. And unless the renewal documents are in writing and include the application to be member statements required I reply in writing you cannot even process my payment.

 

And given we WANT to move to online payments and self serve to minimize costs etc this is not looking good because our systems will have to require written application if you try paying 1 or more days late ...

 

Basically the entire structure of membership is very ill suited to the actual operations of the RAA as they stand and as drafted will be difficult to move within.