Draft Constitution?

[Keith Page]

Well Don I will not be thirsty, depends on the interpretations. ...........See you in Bundy.

 

Regards,

 

KP.

 

 

[DonRamsay]

Those who watched the live net cast of the AGM and subsequent Q&A must have been impressed with the presentation of the Constitution as there were few questions from those present and those online and there were some remarkable, complimentary comments from all sorts of sources including Rod Stiff, Myles Breitkreutz, Keith Page and more.

 

Those who still wish to make constructive comments that can improve the document owe it to the rest of their fellow members to write to Michael Linke and pass on your considered view for enhancements. Airing them on a forum may make you feel good but will not achieve much - if anything.

 

RAAus in its history has had growth spurts and has had periods when membership numbers have declined a little as in the troublesome period we have just come out of. We have had periods when the organisation has gone ahead and we've had times when it went backwards.

 

The next big step we make is towards a more professional Board with strict duties under the uniform Corporations Law that treat severely failure by Directors to perform their role with due diligence and in good faith and in recognition of their fiduciary duty to the corporation and thereby its members It is not good enough anymore to have just aviation enthusiasts on the Board. We need people who understand their role as corporate strategists and as authors of corporate policy to guide management in the execution of the strategic direction dictated by the Board.

 

Compare the capabilities of a board like that with situation that I think the amateurish performance of recent years got us into. Failure to have a very competent management team in place that could effectively manage office systems left us with the severe impact of large parts of our fleet grounded for extended periods. In my view it made us look like cowboys to the Regulator and made life very difficult for most members.

 

Due to the monumental efforts of a dozen or so dedicated members who got off their butts and invested a lot of time, effort and their own money, we have come out of that situation and are now in the process of developing a mature relationship with the Regulator. We have a CEO in place who has completely renovated RAAus systems and has the staff with the highest level of morale I have ever witnessed at RAAus. By the end of this calendar year you will see the benefits of the renovations as they are progressively revealed.

 

Trouble is, with the voting system that has been in place in the past where the right Post Code and a handful of mates (or get elected unopposed as often happened) was all you needed to get a spot on the Board. You wouldn't want your Superfund investments run that way and that is where we will head back to eventually if we don't raise the standard of the business skills on the Board.

 

It is a fully democratic system still. Any time Members are not happy with the Board they can petition to change the Company's rules as I did on some 25 different occasions or they can collect signatures of like minded people and bring the Board to task before a General Meeting as the group I was associated with did.

 

This is not Rocket Surgery but it is Management Science.We have a CEO who has an MBA and a President who is an experienced management consultant to medium/large enterprises. We have a Safety Manager who is just about to be awarded an MBA and will stand in for the CEO when he is on leave. We have a graduate engineer with CASA delegations as Tech Manager and an articulate and industrious Ops Manager. We need a Board that is capable of working at the top level and the new Constitution will, in my opinion, give us that.

 

 

[rhysmcc]

All good stuff, but what incentive does the professional board have in keeping our costs down and our privileges up? If they not recreational flyers, aircraft owners, instructors or aviation inclined? You could argue the CEO fell into this category yet has performed extremely well, but he has been hired and is paid to do so.

 

The draft allows for Directors to be paid, is it the intention for this to be so, and if so where is this money planning on coming from?

 

It's great the board and CEO are trying to change for the better, I just wonder are we going to far in setting ourself up more as a company or agency rather then a members association. CASA has a professional board and it hasn't really done them wonders, maybe we need the membership with the finger on the button.

 

 

[Keith Page]

Good to eventually catch up with you Don... Sorry I did not get those little drinks however they can wait with interest.

 

I was very impressed with the safety manager keep it going Katey. Katey is not only safety however a great marketer the exact person we need.. Who we need urgently and no fooling about is a person who can do the marketing.

 

Regards,

 

KP.

 

 

[Keith Page]

All good stuff, but what incentive does the professional board have in keeping our costs down and our privileges up? If they not recreational flyers, aircraft owners, instructors or aviation inclined? You could argue the CEO fell into this category yet has performed extremely well, but he has been hired and is paid to do so.The draft allows for Directors to be paid, is it the intention for this to be so, and if so where is this money planning on coming from?

It's great the board and CEO are trying to change for the better, I just wonder are we going to far in setting ourself up more as a company or agency rather then a members association. CASA has a professional board and it hasn't really done them wonders, maybe we need the membership with the finger on the button.

Just wait a while rhsmcc the fun has not started regarding having these super professional paid directors.

I believe you are correct we must have pilots at our board because the pain of ownership is real to them.. The "experts" will cuts costs put dues up all wit disregard to the pilots.. Who do not need the educated clewless brigade.

 

Regards,

 

KP.

 

 

[Guest Andys@coffs]

Just wait a while rhsmcc the fun has not started regarding having these super professional paid directors.I believe you are correct we must have pilots at our board because the pain of ownership is real to them.. The "experts" will cuts costs put dues up all wit disregard to the pilots.. Who do not need the educated clewless brigade.

Regards,

 

KP.

all things being equal "clueless brigade (I presume you weren't actually talking about sailing) " I'll take educated over uneducated based on past performance within RAAus............

but fortunately currently we seem to be clued up on clues.......

 

 

[Keith Page]

Now Andy just do some thinking,

 

We must have someone who knows what a plane is and be sympathetic to the aviation industry, and not having read about a plane either.

 

Not this:- "I know all about that because I read about XYZ." The very successful people of the world are very visionary and most are not over tertiary educated. Tertiary education teaches one how to learn ---- however the teaching of one how to think is well out of the equation of education or one can say "Engineered Learning". Google:- Dr. Edward de Bono see what he teaches. I personally would prefer visionary over academia.. see RAAus is still in the pioneering stage.

 

Past performance of RAAus was not too bad note the financial situation, with out checking I think it is something like going backwards by $2m without that surplus what would RAAus look like?

 

The other point some things which are happening now were attempted 4-5 years ago..

 

What clues are you clued up on Andy? Just surprise us please.

 

""" I'll take educated over uneducated based on past performance within RAAus............""" and I will not share your view with this quote.

 

Regards,

 

KP.

 

 

[DonRamsay]

Keith, I think we need some biodiversity on the "professional" Board. Not just all CFIs or L2/L3/L4 or professional business people without an aviation connection. We currently have some Board Members who qualify on both counts. Some are long time pilots as well as being aircraft owners and enthusiasts AND experienced, educated businessmen. Our President Mick Monck is a prime example. RAAus's first port of call on legal matters these days is a long term aviator and a damn good lawyer. These people do exist.

 

 

[DonRamsay]

All good stuff, but what incentive does the professional board have in keeping our costs down and our privileges up? If they not recreational flyers, aircraft owners, instructors or aviation inclined? You could argue the CEO fell into this category yet has performed extremely well, but he has been hired and is paid to do so.

As I mentioned to KP above, the ideal is a good mix of skills and experience. I think you would find on the Boards of some very big corporations, e.g. Woolworths, people who have no experience in low margin retailing - either from a management point of view or as a shopper. Doesn't stop them from wanting the best performance for the business. "Best performance" has to be defined and enshrined in our reason for being (Company's Objects). Our current CEO has a Board-approved Strategic Plan and an Operational Plan (Budget) to guide him and KPIs to measure up against. He will also have, in time, Board sub-committees keeping an eye on Risk Management including Audit. All part of professional management practice.

 

The draft allows for Directors to be paid, is it the intention for this to be so, and if so where is this money planning on coming from?

The consultation draft is written broadly as an enabling document. If you look at most Articles and memoranda of public companies they are written very broadly so as not to restrict a company's future direction. Our Constitution requires a 75% majority to pass an amendment (by Special Resolution). This is a time-consuming and can be an expensive process. Best approach is to keep the scope broad. For example, it is in my view unlikely we'll be regulating spacecraft any time soon - but who would have predicted the sort of aircraft flying under the RAAus banner when the AUF was first kicked off. And if we'd stuck with only 95:10 aircraft how big/strong would the AUF (RAAus) be now?

 

It's great the board and CEO are trying to change for the better, I just wonder are we going to far in setting ourself up more as a company or agency rather then a members association. CASA has a professional board and it hasn't really done them wonders, maybe we need the membership with the finger on the button.

President Mick Monck touches on the reasons for the change of form of incorporation in the explanatory memo that comes with the Consultation Draft. Well worth a member reading that even if they never get around to reading the new Constitution. The membership now gets the opportunity every 12 months to "push the button" if they are not happy. They also get the opportunity twice each year to front up to a General Meeting and press their questions. A few of us did that to, I think, good effect over the last three years.

 

 

[rhysmcc]

Your Woolworths example is flawed in that their board directors are paid positions and generally have a financial incentive in the form of stocks/bonus pay conditions.

 

Keep up the good work, I'm sure V2 will be much better now your on the board.

 

 

[DonRamsay]

Thanks Rhys,

 

Woolworths is a bit of a stretch I agree but I don't think directors are on big bonus incentives. They of course do get handsome fees but their big incentive is to keep on earning those fees and pick up other directorships and, the big one, staying out of gaol. The Corporations Law puts some very serious requirements on directors in terms of due diligence, conflicts of interest and fiduciary duty.

 

 

[kasper]

I had thought that following the member meeting last Oct there would be a V2 of the draft constitution ... only V1 is on the RAA website ... any hints as to if/when/where V2 will be?

 

If not i will go back t ot eh CEO ... but as he has not responded in the past 4 months to comments provided on V1 I am at the point of giving up on RAA/CEO/Board as actually giving a damn about members views and comments or engagement

 

 

[DWF]

......The Corporations Law puts some very serious requirements on directors in terms of due diligence, conflicts of interest and fiduciary duty.

And the same obligations AND PENALTIES apply whether you are a highly paid Director of a big company or a volunteer Board member of a (relatively) small company limited by guarantee!

 

 

 

So we need to get it right.

 

 

 

DWF

 

 

[coljones]

Thanks Rhys,Woolworths is a bit of a stretch I agree but I don't think directors are on big bonus incentives. They of course do get handsome fees but their big incentive is to keep on earning those fees and pick up other directorships and, the big one, staying out of gaol. The Corporations Law puts some very serious requirements on directors in terms of due diligence, conflicts of interest and fiduciary duty.

And the differences in obligations and penalties for officeholders under the various incorporated associations acts are?

And the policemen to ensure compliance under the Corporations Act and Incorporated Associations Acts are?

 

And the method of running postal ballots under the Corporations Act and Incorporated Associations Act (ACT v's say NSW) is?

 

I would have expected a lot more narrative associated with the draft. I am particularly disappointed that the review committee didn't take up the issue of postal ballots and seems to have come up with exactly the same impediments that we currently suffer from under the ACT Act.

 

 

[turboplanner]

As far as postal ballots go, has anyone (board members or officers) written to ACT Department of Justice as I recommended maybe a couple of years ago? Postal ballots should have been approved by now since that would just be brining ACT in line with States.

 

 

[coljones]

As far as postal ballots go, has anyone (board members or officers) written to ACT Department of Justice as I recommended maybe a couple of years ago? Postal ballots should have been approved by now since that would just be brining ACT in line with States.

I suggested that they move the Incorporated Association to the NSW jurisdiction and get a solicitor (or the local fish shop) in Queanbeyan to be the registered office (if need be) - they don't need a registered office, they just need a public officer (over 18, ordinarily living in NSW) - the public officer does not need to be a member of the committee (Board) but is the prime signatory in regard to the registration.

An incorporated association may become registered under the Corporations Act so it can carry on business in other states or territories outside of its home jurisdiction without needing to register as a company.

 

 

[Jim McDowall]

And the there is the Australian Charities and Not-for-profits Commission Act 2012 (http://www.austlii.edu.au/au/legis/cth/consol_act/acanca2012523/).

 

The regulators are not interested in associations generally - consequently members are left to fight out issues by themselves in the courts. And then there is the inherent conflict of interest created by the legal relationship of an association and its members where the association seeks to be a quasi regulator. Whilst companies overcome much of this conflict why doesn't CASA just delegate to companies or individuals administration of the various CAO's in the same way as they delegate many functions such the issue of experimental certificates?

 

Then RAAus or its successor could become a true advocate in the same way as the EAA in the US advocates on behalf its members - fearlessly. That is real democracy in action.

 

 

[DonRamsay]

I had thought that following the member meeting last Oct there would be a V2 of the draft constitution ... only V1 is on the RAA website ... any hints as to if/when/where V2 will be?

I don't know for certain and "soon" may sound a little vague but that is my advice. The CEO was on leave for the month of November and there was not a lot of progress possible in December/January.

Kasper. I'm sure you appreciate that this is a monumental undertaking and not a routinely repeated piece of work. It will take as long as it takes to get it as right as we can get it. You will get at least two more goes at it.

 

I don't know if you know but we have the best aviation lawyer in Australia assisting RAAus with the drafting and I would bet 100:1 that nobody on RecFlying would have that lawyer's experience, capability or enjoy the respect that he has in the broader aviation community. And he's not just a desk jockey he's a pilot as well.

 

Will we get it right so that 100% of current members agree with the end result?

 

The odds on that are unbackable but we will seriously consider all commentary offered.

 

We will not put it to a vote before the CEO and the Board are satisfied it is as good as it can be having considered the comments from the few enthusiasts who will take the trouble to write their thoughts down and send them in to the CEO.

 

The feedback we got at the AGM last October was quite favourable.

 

If not i will go back t ot eh CEO ... but as he has not responded in the past 4 months to comments provided on V1 I am at the point of giving up on RAA/CEO/Board as actually giving a damn about members views and comments or engagement

That sounds most unlike our current CEO who has been exceptional in keeping on top of the voluminous correspondence that comes his way every day and I mean 365 days p.a. He was on holidays during the month of November and the acting CEO Katie Jenkins would have attended to anything that came in then.

Kasper, I would be pleased to take it up with the CEO if you wanted to forward your emails to me. We actually do value the comments from serious members like yourself.

 

Don

 

 

[DonRamsay]

And the differences in obligations and penalties for officeholders under the various incorporated associations acts are?And the policemen to ensure compliance under the Corporations Act and Incorporated Associations Acts are?

And the method of running postal ballots under the Corporations Act and Incorporated Associations Act (ACT v's say NSW) is?

 

I would have expected a lot more narrative associated with the draft. I am particularly disappointed that the review committee didn't take up the issue of postal ballots and seems to have come up with exactly the same impediments that we currently suffer from under the ACT Act.

It is not a matter of differences in obligations or penalties but in the attitude of ASIC (Australian Securities and Investments Commission) as RAAus Inc is theoretically subject to both. What is different is the attitude of the "Policeman". You know how the Police are reluctant to get between warring parties in a "domestic" well, the regulator of incorporated associations seems to have a similar attitude to that with incorporated clubs. When we were severely at odds with the then Board in 2012-13 with regard to governance and many other failings, there were a number of approaches to the ACT regulator who basically responded with "sort it out yourselves".

 

Must say that I've changed my view on whether RAAus should remain in Canberra or move out to an airport has changed in favour of staying where we are now. The resources available to the Office in Canberra are so much better that anywhere but another capital city. And in Canberra we have ready access to CASA CEO Skidmore and his deputy Dr. Aleck Combine all that with Canberra resident Mick Monck able to spend a considerable amount of his otherwise very expensive management consulting time at the Office and in meetings with the CASA hierarchy at no cost to RAAus.

 

Perhaps, one day way off in the future, when we've become a mature, stable organisation, we could afford to move to somewhere like Narromine. That really would be the icing on the cake.

 

 

[DonRamsay]

As far as postal ballots go, has anyone (board members or officers) written to ACT Department of Justice as I recommended maybe a couple of years ago? Postal ballots should have been approved by now since that would just be brining ACT in line with States.

This ceases to be an issue with the new Constitution.

 

 

[DonRamsay]

I suggested that they move the Incorporated Association to the NSW jurisdiction and get a solicitor (or the local fish shop) in Queanbeyan to be the registered office (if need be) - they don't need a registered office, they just need a public officer (over 18, ordinarily living in NSW) - the public officer does not need to be a member of the committee (Board) but is the prime signatory in regard to the registration.

All true of course and that was considered but the decision was taken to simplify things by becoming a grown up Company instead of a club. That decision was made in the three years I wandered in the wilderness before I was re-elected to the Board late last year.

 

An incorporated association may become registered under the Corporations Act so it can carry on business in other states or territories outside of its home jurisdiction without needing to register as a company.

And that was done by RAAus long before I became a member and, I would guess at the time it became an incorporated association. This is the thing that requires dual reporting to the ACT and ASIC

 

 

[kasper]

I don't know for certain and "soon" may sound a little vague but that is my advice. The CEO was on leave for the month of November and there was not a lot of progress possible in December/January.Kasper. I'm sure you appreciate that this is a monumental undertaking and not a routinely repeated piece of work. It will take as long as it takes to get it as right as we can get it. You will get at least two more goes at it.

I don't know if you know but we have the best aviation lawyer in Australia assisting RAAus with the drafting and I would bet 100:1 that nobody on RecFlying would have that lawyer's experience, capability or enjoy the respect that he has in the broader aviation community. And he's not just a desk jockey he's a pilot as well.

 

Will we get it right so that 100% of current members agree with the end result?

 

The odds on that are unbackable but we will seriously consider all commentary offered.

 

We will not put it to a vote before the CEO and the Board are satisfied it is as good as it can be having considered the comments from the few enthusiasts who will take the trouble to write their thoughts down and send them in to the CEO.

 

The feedback we got at the AGM last October was quite favourable.

 

That sounds most unlike our current CEO who has been exceptional in keeping on top of the voluminous correspondence that comes his way every day and I mean 365 days p.a. He was on holidays during the month of November and the acting CEO Katie Jenkins would have attended to anything that came in then.

 

Kasper, I would be pleased to take it up with the CEO if you wanted to forward your emails to me. We actually do value the comments from serious members like yourself.

 

Don

1. it matters not if the person drafting this is the 'best aviation lawyer in Australia' the evidence of basic drafting issues (see separate threat by Shagy) and the multiple basic structural issues being raised by members on multiple threads here means I would be happier were he or she to be the best draftsperson being overseen by a strong brief from the RAA board on coverage and intended outcomes ... this is frankly NOT an aviation law expertise drafting exercise but a corporate/governance and operational control drafting exercise.

2. feel free to PM me your email ... I will forward the email sent on 9 Oct to CEO

 

3. feedback at the AGM might have been quite a bit less favorable had the explanatory statements attached to the draft actually aligned with the content and operation of the draft and/or comments received BEFORE the AGM been made available to the membership ... or at any point in time thereafter.

 

 

[DonRamsay]

Kasper,

 

1. If you look back I said " . . . assisting RAAus with the drafting" not writing it for us. It is not a lawyer's job to set the principles being addressed it is his job to make sure what we are trying to say is what gets written down and is enforceable i.e. not unlawful.

 

2. My email address is on the RAAus website and in SportPilot for all to see.

 

3. That's your view and one to which you are entitled.

 

Not much point talking about V1 any more, lets go again when V2 is distributed.

 

 

[kasper]

Kasper,1. If you look back I said " . . . assisting RAAus with the drafting" not writing it for us. It is not a lawyer's job to set the principles being addressed it is his job to make sure what we are trying to say is what gets written down and is enforceable i.e. not unlawful.

 

2. My email address is on the RAAus website and in SportPilot for all to see.

 

3. That's your view and one to which you are entitled.

 

Not much point talking about V1 any more, lets go again when V2 is distributed.

1. the task of drafting a constitution and rules for management of an association is actually not an aviation law matter at all ... thats the point I was trying to make

2. Hate to burst your bubble but for accuracy the RAA website has no email addresses for ANY board member any longer and has not had since its relaunch and any/all contact by email goes into the Admin, Tech or CEO accounts at RAA ... from which very little seems to escape - sort of like a black hole really. And whilst I have just gone back into Sport Pilot where I can get your email and will forward the email perhaps you might like to track down a few of the posts on teh changes in layout of the magazine SINCE it became electronic primary distribution that are ANTITHETICAL to digital viewing on current ereaders ...

 

3. If there is no point talking about v1 and we are to get at least two more goes at comment ... and V1 took 5 months to issue after announcement in sports pilot ... and v2 is not yet out and we are in the middle of month 5 after close of comment on v1 which year are we likely to actually see a change?

 

Just asking

 

 

[DonRamsay]

1. the task of drafting a constitution and rules for management of an association is actually not an aviation law matter at all ... thats the point I was trying to make

Noted.

 

2. Hate to burst your bubble but for accuracy the RAA website has no email addresses for ANY board member any longer and has not had since its relaunch and any/all contact by email goes into the Admin, Tech or CEO accounts at RAA ... from which very little seems to escape - sort of like a black hole really. And whilst I have just gone back into Sport Pilot where I can get your email and will forward the email perhaps you might like to track down a few of the posts on teh changes in layout of the magazine SINCE it became electronic primary distribution that are ANTITHETICAL to digital viewing on current ereaders ...

True of course, I had forgotten. I don't need to look them up as I have them all on speed-dial. The thinking is that members should communicate with the people who can solve their issues directly rather than Board Members mulling over the 20 year strategic plan.

The staff really only need one boss, the CEO, and not the CEO plus 13 Board Members.

 

I can't see the point of posting issues with the format of SportPilot on RecFlying when it has no control over what the magazine looks like. The editor Brian Bigg is always happy to discuss possible improvements and any technical issues and the CEO is the only person who can force changes through if there is an unresolvable dispute.

 

3. If there is no point talking about v1 and we are to get at least two more goes at comment ... and V1 took 5 months to issue after announcement in sports pilot ... and v2 is not yet out and we are in the middle of month 5 after close of comment on v1 which year are we likely to actually see a change?

2016.