Why I will be voting AGAINST the new constitution

[shags_j]

I think we vote for the directors, not the other directors. Not sure of this though.

 

 

[kasper]

I think we vote for the directors, not the other directors. Not sure of this though.

Yes we do ... but the fact that you are unsure after all the effort you have put in reading through everything tells volumes about how the communication of these propsals have been dealt with.

The bit still there on director appointments I dislike and cannot see working in an election is the skills bits - just asking for trouble setting the directors up as arbiters of what skills they need is not ideal and in fact given the very skilled executive employees (CEO, Ops and Tech Manager) there really should not be a need for basic business skills in the board - its not a board of management after all.

 

 

[Geoff13]

Yes we do ... but the fact that you are unsure after all the effort you have put in reading through everything tells volumes about how the communication of these propsals have been dealt with.The bit still there on director appointments I dislike and cannot see working in an election is the skills bits - just asking for trouble setting the directors up as arbiters of what skills they need is not ideal and in fact given the very skilled executive employees (CEO, Ops and Tech Manager) there really should not be a need for basic business skills in the board - its not a board of management after all.

If the club becomes a company the board will very quickly become a board of management.

 

 

[kasper]

If the club becomes a company the board will very quickly become a board of management.

But the move from Association TO Company form for RAAus has been justified on the basis that they should NOT be a board of management ...

 

 

[Yenn]

I just got an SMS message telling me RAAus was having a meeting. it said to go to an address, which turned out to be the RAAus page about the new constitution. I wonder why anyone would be referring me to that, when I would already know about it. message came from 064292066885, which looks like an Australian mobile to me. Is this from someone on this site?

 

 

[Geoff13]

I just got an SMS message telling me RAAus was having a meeting. it said to go to an address, which turned out to be the RAAus page about the new constitution. I wonder why anyone would be referring me to that, when I would already know about it. message came from 064292066885, which looks like an Australian mobile to me. Is this from someone on this site?

Yenn I got the same thing yesterday. I assume it was a generic text from RAA. One would hope that everyone gets one not just those showing an interest on this thread.

 

I have seen a couple of things in the last couple of weeks that have made me question the security of our personal information within RAA. at the moment I am starting to think it is neither secure nor personal. This then makes me question why a board would want the power to restrict membership to an organisation that we must be a member of to follow our class of aviation?

 

 

[kasper]

I just got an SMS message telling me RAAus was having a meeting. it said to go to an address, which turned out to be the RAAus page about the new constitution. I wonder why anyone would be referring me to that, when I would already know about it. message came from 064292066885, which looks like an Australian mobile to me. Is this from someone on this site?

Country code 64 is New Zealand ...

 

 

[Yenn]

It would appear that my message was once again a useless thing telling me to go somewhere to see a message. It would be more sense to send the message. As it was I had downloaded the document some time before.

 

 

[hihosland]

Got the same ( I presume) message from an Australian mobile number. +61 etc

 

 

[Keith Page]

I really need to get back up to speed with all the things happening, but I too would be concerned about voting for a paper with has obvious errors in it.Although society seems to be trending towards the "We'll work on that and fix it later" attitude is not really a good way to set standards on how to behave.

 

Just imagine what would happen if this sort of attitude became more and more popular and governments started to behave like that?

 

Hang on!

 

They have already.

 

Oops.

Fix it on the run........... What rot........ OK which way will the fix go - is the problem.

We have voted on the constitution but not the unknown direction.

 

KP

 

 

[Keith Page]

This is an issue that I've tried to raise before, they are trying to change too much without even asking members if that's the direction they want to go. Why not poll the members on what they want then design the constitution around it.Association vs Company

 

Size of the Board

 

Regional vs National representation

 

Elected vs Appointed Board

 

The members have not been consulted on any of these issues, the latest newsletter is another example of poor management on this issue

That is a very good point:- "Do the members want to go in (X) direction" It is member based organisation not something we are told to accept.

KP

 

 

[cooperplace]

Frank,

I hadn't made up my mind about the form of incorporation back then but in trying to work with the Canberra (ACT) regulator for Incorporated Associations and finding them useless on issues of governance, I quickly came to see that there had to be something that suited us better. The Incorporated Association works fine with a single State location Aero Club where the Committee do the work themselves but in national body like RAAus, it is simply inappropriate.

 

.

Hi Don,

I've just successfully worked through the process of constitution reform for another body, a national professional society, of which I'm secretary. I quite like the Associations Incorporation Reform Act 2012, which is Victorian legislation. The location of the office is immaterial: you can incorporate in Vic and have an office somewhere else. I agree that the ACT regulator is useless. The process of moving incorporation from one state to another is simple and I could advise on it. I'm aware of the alternative models for incorporation, such as a limited liability company, but I have no experience with these.

 

In a post above you mention that there will be expert legal scrutiny of the final draft so that it will be a valid, robust document. I have 3 comments on this:

 

1. I hope you have a trustworthy, competent lawyer who specializes in this stuff, because just getting legal advice guarantees v little, in my experience, apart from large bills;

 

2. There is no substitute for many pairs of careful eyes scrutinizing the draft, and

 

3. whatever constitution is voted in, treat it as a step in an evolutionary process. It may need further work in the future and this should not be seen as a criticism of the people currently working on the reform process.

 

 

[TK58]

If the club becomes a company the board will very quickly become a board of management.

Nonsense. The role of the board is strategy, policy and governance, not management. The form of incorporation doesn't change that.

 

 

[Geoff13]

Nonsense. The role of the board is strategy, policy and governance, not management. The form of incorporation doesn't change that.

Therole of a director is quite different.

 

 

[TK58]

You can imagine whoever drafted the restructure into a company to the board; we can get rid of those 6 board members that don't vote in our clique and as a bonus we'll get paid to vote the way we always vote. Effectively, you will have 4 board members of a clique running the RAA indefinitely. As one director retires another will be selected by the existing dominant group of directors to replace him. You'll end up with a very deaf executive that won't listen to anyone outside of the inner sanctum.

It seems some are determined to see nefarious intent no matter what information is put in front of them.

 

Almost every member who has ever expressed a view, including almost all of the current board, agrees that 13 is too many for an effective and cost efficient board.

 

As to voting, the board works hard to achieve consensus on issues under consideration and usually succeeds. I can't think of a resolution in the past 2 1/2 years I've been on the board where there were more than one or two dissenting voices by the time an issue was put to a vote. And on different issues different individuals will dissent. The voting record is published. Go and take a look. Eliminating dissenting voices is not the reason for reducing the size of the board.

 

Under the new constitution the board cannot appoint directors except to fill a casual vacancy (i.e. if someone steps down for some reason), in which case a director so appointed must step down at the next general meeting. Since there are two general meetings per year, any such appointment can only be for a maximum of 6 months and typically half that.

 

The constitution does allow for directors to be remunerated for their time. However any such remuneration must be voted by the members before it can be implemented. If the members don't want to remunerate the directors it can't happen. The current constitution doesn't allow remuneration at all. Given the amount of work associated with being an active and effective director (let alone being President), not to mention the loss of earnings associated with attending meetings from time to time (not everything can be done on weekends), there is an argument that some sort of remuneration is warranted. However this should be (and under the new constitution is) up to the members.

 

Reimbursement of reasonable expenses is standard practice at all levels of any business and has been the practice in RAAus for a very long time. Since the current Executive has been in place this has been tightened up considerably. For example, board members are now required to purchase their own drinks at official functions and meals for partners are no longer reimbursed. Both of these were standard practice 3 years ago. Board members also no longer get their ASIC paid for by RAAus. The current Board agreed that these examples (and others) were not reasonable expenses, despite being longstanding practice.

 

 

[coljones]

Nonsense. The role of the board is strategy, policy and governance, not management. The form of incorporation doesn't change that.

That might be the intention but you will find that a board will identify to itself the sort of role that it wants to have. To a strong CEO a board is just another embuggerance, to a capable CEO it is Strategy, policy, governance and a sounding board, to a weak CEO, the board will either run the organisation or the organisation will go under (does that sound familiar?). Just because the text books and AICD says it is so doesn't make it so. RAA, and its ilk, should look to the union movement for guidance on member based advocacy organisations or the AMA (the medicos union) or The Pharmacy Guild (the Chemist Shop Owners).

 

 

[coljones]

It seems some are determined to see nefarious intent no matter what information is put in front of them. Almost every member who has ever expressed a view, including almost all of the current board, agrees that 13 is too many for an effective and cost efficient board.

 

snip snip snip.

Given that the board can only sample small isolated parts of the membership 13 does give it the ability to get a broader, considered view. Michael's suggestion that we have outpost commentators to gather member opinion and give feedback has got hairs on it. There are innumerable examples of membership reference panels, all of them are dogs and they were established to keep the members away from the levers of power.

 

I note that the RAA machine has been around the world gathering opinions but has yet to turn up in Sydney.

 

 

[TK58]

...there really should not be a need for basic business skills in the board...

That is without a doubt the silliest thing I've heard anyone say in this whole debate. RAAus is a member services organisation with a multi-million dollar turnover and significant qausi-regulatory responsibilities. To suggest that the group responsible for strategy, policy and governance of that organisation doesn't need "basic business skills" displays an almost incomprehensible level of ignorance of both the responsibilities of directors and the requirements of the organisation.

 

Sorry Kasper but I can't take you seriously anymore.

 

 

[TK58]

That might be the intention but you will find that a board will identify to itself the sort of role that it wants to have. To a strong CEO a board is just another embuggerance, to a capable CEO it is Strategy, policy, governance and a sounding board, to a weak CEO, the board will either run the organisation or the organisation will go under (does that sound familiar?). Just because the text books and AICD says it is so doesn't make it so. RAA, and its ilk, should look to the union movement for guidance on member based advocacy organisations or the AMA (the medicos union) or The Pharmacy Guild (the Chemist Shop Owners).

Part of the board's role is to ensure it has a capable CEO. If it doesn't and it fails to address the situation (e.g. by mentoring and development to address any weaknesses in the CEO's performance) then the Board is not doing its job. That has nothing to do with the form of incorporation.

 

As part of the development of the Constitution the constitutions of a variety of member services organisations were examined, including professional associations, motoring organisations, other RAAOs and so forth.

 

 

[coljones]

That is without a doubt the silliest thing I've heard anyone say in this whole debate. RAAus is a member services organisation with a multi-million dollar turnover and significant qausi-regulatory responsibilities. To suggest that the group responsible for strategy, policy and governance of that organisation doesn't need "basic business skills" displays an almost incomprehensible level of ignorance of both the responsibilities of directors and the requirements of the organisation.Sorry Kasper but I can't take you seriously anymore.

At the moment the only qualification is to be a member and be elected by ones region. How many of the current board, or past boards "displays an almost incomprehensible level of ignorance of both the responsibilities of directors and the requirements of the organisation." And more importantly, who are they?

What is the criteria to be adopted and put into place to ensure that no candidate "displays an almost incomprehensible level of ignorance of both the responsibilities of directors and the requirements of the organisation" or are prevented from being elected?

 

 

[TK58]

I note that the RAA machine has been around the world gathering opinions but has yet to turn up in Sydney.

Haven't been to most of the other capitals either. That's because we've been targetting flying gatherings likely to be attended by RAAus members, and those tend not to be in places like Sydney (or Brisbane, or Melbourne). We have been to airfields within a couple of hours drive of most capitals.

 

And face to face contact is not the only way to get a feel for the mood of the membership on various issues.

 

 

[cooperplace]

I think it would be useful to see a detailed list of the pros and cons for going from an incorporated association to a company. Perhaps it's somewhere in the documents, and if so I'd be happy to be pointed to it. Some professional societies use the company model (eg Royal Australasian College of Physicians) so it clearly works.

 

 

[TK58]

At the moment the only qualification is to be a member and be elected by ones region.

Yes, and that's one of the key issues we face. Winning a popularity contest (or a no contest in the case of more than half the board) is no way to be confident the board will have the necessary skills. We're not talking about the committee of the local aero club or SAAA chapter. RAAus is a multi-million dollar business and flying instructors (who by and large are good people and have dominated boards past and present), or others with the profile to win a popularity contest, don't necessarily have the right skills. They know a lot about flying, and the board needs some of that, but it needs a whole lot more including business finance skills, legal knowledge and understanding, risk management, policy development, strategic thinking, etc.

 

At the same time, we need a system that still gives the members control over appointments to the board and the power to remove non-performers.

 

By defining a skillset, calling for nominations from members who have those skills and then putting all the nominees up for election by the members, the new Constitution strikes an appropriate balance between ensuring we have a skilled board and ensuring the members have control.

 

 

[TK58]

I think it would be useful to see a detailed list of the pros and cons for going from an incorporated association to a company. Perhaps it's somewhere in the documents, and if so I'd be happy to be pointed to it. Some professional societies use the company model (eg Royal Australasian College of Physicians) so it clearly works.

The arguments for changing the form of incorporation are basically that there is administrative duplication in the current (incorporated association) approach and, since the Constitution needed a complete rewrite in any case (to address multiple issues - size of the board, disciplinary process, increased flexibility in a number of areas, etc.), it was decided to seek legal advice on the most appropriate form of incorporation as part of the exercise. That advice was that a company limited by guarantee is a better fit for the nature of RAAus' activities.

 

 

[coljones]

Yes, and that's one of the key issues we face. Winning a popularity contest (or a no contest in the case of more than half the board) is no way to be confident the board will have the necessary skills. We're not talking about the committee of the local aero club or SAAA chapter. RAAus is a multi-million dollar business and flying instructors (who by and large are good people and have dominated boards past and present), or others with the profile to win a popularity contest, don't necessarily have the right skills. They know a lot about flying, and the board needs some of that, but it needs a whole lot more including business finance skills, legal knowledge and understanding, risk management, policy development, strategic thinking, etc.At the same time, we need a system that still gives the members control over appointments to the board and the power to remove non-performers.

 

By defining a skillset, calling for nominations from members who have those skills and then putting all the nominees up for election by the members, the new Constitution strikes an appropriate balance between ensuring we have a skilled board and ensuring the members have control.

Can you see any reason why the current board shouldn't publish a list of desirable board traits and then resign so that the members might populate the board in the current arrangements with people to lead RAA forward, including sorting out a new structure. I keep getting the feeling that you lot think that you, yourselves, are collectively incompetent.