Why I will be voting AGAINST the new constitution

[storchy neil]

get the constitution right time is running out and the members charter because the old one cost me a bloody plane loss of sleep and thousands of dollars

 

acountabilty is the issue when you are informed don't bother us fix the plane and move on nobody wants to see this happen

 

the cost to fix the limp later don will be great cause the doctors will say nothing I can do move on

 

so the costs of getting it write have blown out so be it what is wrong with spending 100,000 to get it write spend 20,000 could cost 500,000 when a hole is found

 

since 2010 any person that wanted to or cared enough should have been reading and taking notice putting in submissions neil

 

 

[tillmanr]

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?

Area code 064 is south coast NSW

 

 

[coljones]

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?

mine was from +61408538621 aka mobile 0408 538 621. possibly from an SMS service who do bulk SMSs on behalf of clients. In this case it would be RAA itself. The message is usually brief to save money. I get crap all the time from my local club.

 

 

[DonRamsay]

Bit of drum beating there Don.

Keith,

So, I write 700 words and your reasoned criticism of it is a " Bit of drum beating"? How is that helpful to the discussion in any way? I'm not a betting man but I might be prepared to wager you didn't get past the first paragraph.

 

The draft of the constitution which was presented in Bundaberg was just a copy and paste of previous, no one had a chance to mention any thing as the discussion frame work and time was pre- engineered and nothing could have been brought up outside that framework.

Must admit I'm having great difficulty in understanding how you would arrive at the conclusion that a nationally circulated document and a nationally broadcast meeting with two-way questions across and answers the Country (at considerable expense) constituted some sort of carefully organised gag on discussion?

 

There was no limit placed on any questions and none on time. Every question asked was answered. Every one of the 10,000 members was given the opportunity to participate. It finished when the questions finished. My recollection was that there was a broad acceptance of what was trying to be achieved. You must have been at the same meeting because I finally had the pleasure of meeting you in person.

 

Don

 

 

[kasper]

And WHY are we still discussing changes that might improve the documents put forward for a vote?

 

Fact is the DOCUMENTS as signed on 15 April and made available with the wording of the resolutions are the only documents that can be voted on in May.

 

So lets focus on what the docs look like now and what they may/can/do mean (many will differ on this) and make up your mind.

 

Mine is now fixed (as are the documents) and the proxy went in the post yesterday.

 

 

[Keith Page]

Good Morning to you Don,

 

I reply to your post 121. Drum beating:- What else could I say you write a novel and in a nut shell it says how good you are and how good you the new constitution is, what else could I say. I was being honest..

 

How I arrived at the gagging point.. When one sits down at a meeting we do not know which way the mop is going to flop, hence there was no opportunity to move anything from the floor all had to put in an agenda. I do not know about you I know I am not a mind reader.

 

To me it is looking after the new executive I can not see how the members are going to help with direction, yes there is opportunity to give direction however it is a case of moving hell and high water to get a result.

 

I did read post 121 beginning to end.

 

Regards,

 

KP

 

 

[storchy neil]

come on you two you are both on the same boat with a hole in it we all want a workable con and members charter all the discusions are about the con and mem charter will lead all to disagree at some stage

 

the doc as it is sighed now as written ready for a vote 51% say yes its through 51% say no it goes back to the drawing board

 

read it very carefully neil

 

 

[DonRamsay]

Good Morning to you Don,I reply to your post 121. Drum beating:- What else could I say you write a novel and in a nut shell it says how good you are and how good you the new constitution is, what else could I say. I was being honest..

How I arrived at the gagging point.. When one sits down at a meeting we do not know which way the mop is going to flop, hence there was no opportunity to move anything from the floor all had to put in an agenda. I do not know about you I know I am not a mind reader.

 

To me it is looking after the new executive I can not see how the members are going to help with direction, yes there is opportunity to give direction however it is a case of moving hell and high water to get a result.

 

I did read post 121 beginning to end.

 

Regards,

 

KP

Keith, first my apologies for my crack about not reading my 700 words of wisdom.

That was uncalled for and wrong.

 

The Meeting you will recall was in two parts, a formal AGM the business for which is, as you say, quite restrictive followed by an open Q&A session. In the second part, there was no requirement for questions on notice and no need for motions from the floor. Questions were received from members present and from those not physically present via the internet and responses given on the spot.

 

But the draft has moved on from then and particularly so in the last 6 weeks with the intensive consultations.

 

To me it is looking after the new executive I can not see how the members are going to help with direction . . .

The new Constitution does not provide for a Board Executive. The smaller number of directors and modern communications and professional management means we do not require a Board sub-committee to run the show between Board Meetings. Mick Monck has talked about establishing members representatives in the regions who can collect and funnel members views to the Board. I personally think that is a good move and will yield benefits. While I will be on the new Board initially, I can see a time in the near future when I could be more the regional representative in the Hunter Valley/Central Coast, and not on the Board.

 

Don

 

 

[Keith Page]

I do see a big problem here with regional representatives.

 

How are we going to get the board member do as requested instead of off doing what they want to do?

 

Here is my argument for regional representation, the locals will understand what is going on in the region.

 

The non resident will have to rely on written reports and we all know how they get twisted in whoevers favour.

 

There needs to be a process to bring them to heal and take a year of process to get compliance.

 

As what you are advocating all that is in the ideal world. I can see big loop holes big enough to drive a buss through.

 

The ideas are not stringent enough to get compliance. Remember the is yelling about governance.

 

Regards,

 

KP.

 

 

[storchy neil]

The ideas are not stringent enough to get compliance. Remember the is yelling about governance.

 

yes keith as I bloody well found out board members full of don't bother with that attitude to hard for them first hand facts I have

 

their were only two on the old board that took an interest in my plane and they were sacked one of the old board broke so many rules

 

compliance now that's a dirty word KP some here wont know what your on about no I don't want a nanny just comply with what we have neil

 

 

[DWF]

..... the doc as it is sighed now as written ready for a vote 51% say yes its through 51% say no it goes back to the drawing board read it very carefully neil

As these are 6 Special Resolutions (albeit voted on as one) they require a YES vote of 75% to pass (or a NO vote of 26% to fail).

 

 

I agree that members should read the draft constitution and members' charter very carefully and decide if this is how you want your association to operate.

 

If you don't like it vote NO - it is relatively simple to put revised (hopefully improved) documents to another general meeting, however it is much more difficult IMHO to amend the documents once they have been passed as they will start an almost irreversible process and incur significant workload and expense.

 

If you do like it or think it (in its present form) is the way forward, vote YES.

 

DWF

 

 

[DonRamsay]

I do see a big problem here with regional representatives. How are we going to get the board member do as requested instead of off doing what they want to do? Here is my argument for regional representation, the locals will understand what is going on in the region.The non resident will have to rely on written reports and we all know how they get twisted in whoevers favour. There needs to be a process to bring them to heal and take a year of process to get compliance. As what you are advocating all that is in the ideal world. I can see big loop holes big enough to drive a buss through.The ideas are not stringent enough to get compliance. Remember the is yelling about governance.Regards,

KP.

Keith here is what your mate Myles said about the Constitution proposal at Bundaberg last October in the Q&A session that followed the AGM and was broadcast to the world:

 

Seems Myles thought we were on the right track.

 

Don

 

 

[David Isaac]

I personally agree with the change of incorporation to a Company limited by guarantee. IMHO it better represents a National organisation of such a large size. Incorporated associations were introduced to simplify incorporation for smaller more parochial type clubs and organizations and the accountability process is less onerous (which is not a good thing for an organisation of our size). I just don't think it is appropriate (my opinion) that a National organization of our size should be reporting to a single State/Territory Office of Regulatory Services (ORS); we are a National body and our organisation should be protected by Federal Law (again my personal opinion).

 

My old Aero Club (founded in the late 70s) is a Company limited by guarantee and I have been a Director and President several times over the last 35 years of membership. The process works as well as an association and members interests are equally if not arguably better protected in a company structure. Better protection is important if the Board loses its direction and it can happen.

 

The issue at hand here is that the Company limited by guarantee requires a complete new constitution that reflects our operation; you cant have the constitution introduced by stages; RAAus must be incorporated with a new constitution (if the resolution is passed) albeit it can then be amended in accordance with the new constitution, the right of which is laid down in Corporate Law.

 

We do need to get this constitution as right as we possibly can in the first pass; so to this end debate on the issues is democratic and critical. It is more than unfortunate that some feel their correspondence with RAAus regarding the new constitution has been inadequately dealt with; perhaps not sufficient communication as to why their suggestions were not adopted. I cannot say as I was not involved.

 

However, I am confident we have a capable and competent Board these days and I do know that a tremendous amount of work has gone into this new constitution and given the checkered recent past, we should have learn't some lessons as to what can go wrong and what protections are needed for the members.

 

I don't believe it helps when we are sawing sawdust over whether RAAus needs to write to us and seek approval for electronic communication ... of course it has to have our approval and it can do that by writing to all of us which it will have to do in any case if the resolution to incorporate is successful. That is hardly an issue that justifies a NO vote ... but there may be other issues.

 

We should be concentrating on "show stoppers" .... are there any???? Can we have some constructive debate on the serious issues please. Can some one identify them.

 

If there are, then the meeting should be postponed until they can be resolved. Too late to continue now as the notice and draft have gone out for voting.

 

I need to read the latest draft myself in any case to see what may or may not have changed.

 

If there are no "show stoppers" then we could proceed without fear and deal with any future issues as they arise as we will have to do even if we think we have the 'perfect' (choke) constitution.

 

 

[kasper]

I'm with Ian.

 

I am voting no not because change may not be desirable but because it has been rushed and I am not happy that what we are moving to is materially better than what we are coming from on technical processes alone.

 

Given that I sent three separate submissions to RAAus as part of the consultation and no further change is possible before the vote I will stop posting here on the topic.

 

 

[turboplanner]

Thanks for the work you've done so far Kasper; it's great to see someone who can get into the detail of a document and see the pitfalls before they occur.

 

 

[David Isaac]

I agree Alan, thanks Kasper.

 

Kasper, are you saying that submissions you sent were too late or that submissions you sent were not acted upon?

 

 

[kasper]

I agree Alan, thanks Kasper.Kasper, are you saying that submissions you sent were too late or that submissions you sent were not acted upon?

First submission over 5 months ago - no changes resulting - second followed with all the comparatives from as is current process to unworkable/illegal in current draft - 1 change acted on in final draft - all other issues no action.

Submissions were never too late but general operations were to not even acknowledge receipt of them and no responses direct at any stage - only know 1 was acted on because they made the change to the area ... and this was an area where on this forum I was repeatedly told by the council member I was wrong and no change was required ... sorry but it was required and at least in that respect they got it in the end.

 

 

[David Isaac]

First submission over 5 months ago - no changes resulting - second followed with all the comparatives from as is current process to unworkable/illegal in current draft - 1 change acted on in final draft - all other issues no action.Submissions were never too late but general operations were to not even acknowledge receipt of them and no responses direct at any stage - only know 1 was acted on because they made the change to the area ... and this was an area where on this forum I was repeatedly told by the council member I was wrong and no change was required ... sorry but it was required and at least in that respect they got it in the end.

Well from me and I am sure many members, thank you for your work in contributing to an improved result.

Some how it seems the constitutional review committee has erred in not responding to you. I find that very unfortunate, at least if you put the effort in, there could and should have been some response and they may have valid reasons to not adopt some suggestions; hard to know though if there is no communication.

 

Tough gig though being on that committee ... all volunteers burning their asses to get this done. I'm reluctant to criticize too much.

 

The problem is poor communication feeds disillusionment whether justified or not. Too much disillusionment and the NO vote may get up and the resolution fail.

 

Kasper, are there really any "show stoppers" that justify a NO vote?

 

 

[DonRamsay]

So Don we don't comment on the biggest change to RAAus unless we are the actual person creating the change, is that what you are saying?

No.

 

I thought you and RAAus wanted feedback and open discussion with our input which is what is being given.

Thanks.

 

You can choose to listen to the members or not but if the members are not heard due to fear of being ridiculed then RAAus does so at its own peril. Recreational Flying .com is the largest single resource in the WORLD to get feedback and discuss everything related to RAAus in a fully independent environment

On the subject of the proposals to be voted on at the General Meeting on 14 May 2016, I have assiduously read the many thousands of words that have appeared on RecFlying and I have posted thousands of my words in reply. Despite the flat out insults of "incompetence" and much worse and insinuations that somehow the Board is trying to put one over to benefit themselves, directed at me personally , I think there has been substantial useful comment both ways and from all sides of the argument. I would hazard that 99% of my comments have been reasonably polite. Occasionally, when provoked, I have lost my cool but usually recognise that and apologise. I am only human.

 

Everyone who understands the structure of any corporation like RAAus Inc., would appreciate that, while I am presently a member of the Board, my comments on here can only be my personal view and not the views of RAAus. Obviously, I have no authority to speak for RAAus or the Board as only the President or the CEO can do that.

 

As we all know, RAAus has been calling for responses to the proposals since before the October 2015 AGM and that there has been an intense period of consultation over the last 6 weeks in particular. Some useful amendments have been suggested and on balance most have been accommodated.

 

Could the consultation process have worked better? Yes, of course it could.

 

Has the consultation process been a quantum leap forwards compared with any other matter related to RAAus over its history? I think that it has been. For instance:

 

• The two-way broadcast of the Q&A session at Bundaberg was a first.
   
   
  

 

 

 

 

• The eMail newsletters another first.
   
   
  

 

 

Had the Office not been buried in an avalanche of work on this matter plus V4.0 of the Tech Manual (its biggest ever rewrite), V7.1 of the Ops manual and the submissions to CASA to lift the MTOW and to gain access to CTA, responses to suggestions would, I am sure, have been better.

 

The broad thrust of these reforms came out of the very unhappy experience that you and I worked hard to bring to the attention of the then Board of RAAus, then to all the members of RAAus and to the Office of Registry Services. I had proposed some 25 amendments to the current Constitution as I thought at the time it was fixable. I tried that approach and, in the end, have admitted it was not successful.

 

In all that time, nobody else stepped up to the plate to do it better. None of the thousands of members of RAAus who are more capable than I and not one of the critics on here were prepared to have ago themselves.

 

The Board led by Mick Monck, Tony King and Jim Tatlock (a Board of which I was not a member) with the assistance of our CEO and the best aviation legal brain in Australia came up with the current proposal. It has been subject to rigorous review by a specialist lawyer to ensure it complies with Corporations Law.

 

The proposal provides for a more efficient and competent Board but does not change the Purpose of RAAus and does not change the fact that Directors are elected by the members.

 

Their is no reason why any member should feel that they have less involvement because they are a shareholder of a corporation formed under federal Law than when they were a member of a corporation formed under an ACT Act. RAAus reason for being remains unchanged. It will be better governed in the long run and it is very unlikely it could degenerate into the shambles that RAAus was under the present constitution and "supervision" by the ORS.

 

The proposal does up the pressure on Directors to be on their game. Directors of RAAus Ltd will be unpaid volunteers as they are now. While there is a provision for the future for Directors to receive compensation for their governance work, remuneration requires the approval of a General Meeting. The Directors can not just award themselves a salary.

 

Don

 

 

[DonRamsay]

Well Don I suggest you vote No ... because LEGALLY we are not able to just scratch out Inc and insert Ltd with members just porting all MEMBER items across ... and if you doubt this ask the LAWYERS why they HAD to put the Initial Member concept into the Constitution ... they had to because in LAW you can MAKE someone a member of a company without their consent or by direct application ...And if the RAAus board have LEGAL advice to state unequivocally that what has been drafted WILL just port across the Inc members to become Ltd members with all prior IMPLIED consent to use of electric comms and over-ride the direct provisions of the Constitution as it will apply to new members NOW is the time to publish it ... because the words of the Constitution and resolutions do not in my opinion work as you seem to think they will.

Kasper,

Allow me a more considered, less emotional response to your suggestion.

 

Perhaps if this is your only concern, I can persuade you to vote in favour of the Special Resolution?

 

In any case I would very much appreciate your consideration of the following and your conclusions once you've had a chance to go through it.

 

The legal advice we sought and were provided can be summarised as follows:

 

• We have a special resolution to form a company limited by guarantee.
   
   
  
• We apply to the state based authority to transfer to the new structure.
   
   
  
• The new structure begins operating.
   
   
  
• All contracts, agreements, etc. apply to the new company as though it was the same entity. This applies to members as well as there is a contract between them and the company/association which is binding on both parties.
   
   
  

 

 

Perhaps my shorthand term of "scratching out" was less articulate than it could have been.

 

I this you would agree that if it didn't work like this then no organisation could ever change its form of incorporation?

 

I do hope this puts the matter finally to bed but if you have legal advice to the contrary or can show that the advice we have is wrong, please advise.

 

Don

 

 

[DonRamsay]

Don

 

There is no provision for By-laws in the draft constitution.

 

How can by-laws be adopted, altered or varied "in accordance with the replacement constitution" if there is no provision for this (the making and authority of by-laws) in the replacement constitution?

 

 

 

This is just one of the holes I (and others) see in the draft constitution. (I am working on a list of things I would like to see amended in the draft.)

 

I am becoming increasingly of the opinion that it would be preferable to get it a bit better sorted out before voting on it.

 

 

 

DWF

 

David,

This is taken care of via the Special Resolution which in part refers to By-Laws of RAAus Inc being transferred to RAAus Ltd. If you think of the nature of a By-Law, it is just a standing Board Resolution. Consider By-Law 5 (below) for example. The instant that RAAus Ltd comes into being this By-Law will apply to RAAus Ltd the same as it did for RAAus Inc.

 

The Board of RAAus Inc or Ltd could pass a Board resolution to allow observers at a particular Board Meeting. Or, it can state the Resolution as attendance at all Board Meetings. In the latter case the Board Resolution stands over time (not for just one instance) and is reported as a "By-law" for convenience.

 

The Constitution of Inc and Ltd both require that any By-Law does not contravene the Constitution just the same as any Board Resolution can not override the Constitution.

 

David, I would be happy to review your list and I am confident I will be able to clarify the issues and law on any of the matters that may be concerning you. Please don't leave it too long.

 

Please consider what we are trying to achieve:

 

• a Board with a sensible number of Directors instead of having as many or more Directors than paid staff;
   
   
  
• having everyone have the right to vote for all Directors not just one from their region.
   
   
  
• better supervision of Directors actions by ASIC instead of ORS so we don't fall back into the calamitous state of 2013 requiring another AGM to sort out.
   
   
  
• less cost and admin because we would report only to ASIC.
   
   
  
• a coherent document written specifically for RAAus instead of a hacked around version of the "model rules" of the Incorporated Associations regulations.
   
   
  
• a national body under modern national legislation not the antiquated ACT legislation.
   
   
  

 

 

 

The only reason this is being done is for the benefit of all members of RAAus - there is no other agenda.

 

Thanks

 

Don

 

BY-LAW No. 5 OBSERVERS AT RA-Aus MEETINGS

 

1. Observers may attend Board meetings (except in Section 3 below) provided:

 

a) Observers who hold and produce the proxy of a member must be members.

 

b) Observers must not electronically record the proceedings of any part of the meeting except with the approval of the meeting.

 

c) Observers will be required to leave the meeting when a majority vote of the meeting resolves that the meeting be held "in camera", or the Board resolves to go into Committee of the Whole.

 

d) Observers will at all times refrain from questions, comments, or disruption of any kind, during the meeting.

 

e) Observers will be subject to the same provisions of confidentiality as board members.

 

2. Failure of an observer to comply with this By-Law may result in the removal of that observer from the meeting or discipline under the provisions of the Constitution.

 

3. Observers are not permitted to attend any specialist sub-committee meeting where matters of a confidential nature may be discussed.

 

4. Section 3 does not limit the rights of members to ask to attend all or part of any such meeting nor for the specialist sub-committee to call members to attend part or all of such meetings.

 

 

[DonRamsay]

. . . Given that I sent three separate submissions to RAAus as part of the consultation and no further change is possible before the vote I will stop posting here on the topic.

Kasper,

 

It would be unfortunate if you "stop posting here on the topic." because your contributions have provoked explanations that as far as I can tell you have now accepted, e.g. legality of transfer of documents between Inc and Ltd such as email Notice agreement.

 

If I am wrong and you have continuing specific objections they are still very much worth discussing even if you are successful in killing off the reform agenda because, if you are correct, clearly we would need to fix those issues before re-submitting for member approval of a revised document.

 

Don

 

 

[kasper]

Kasper,It would be unfortunate if you "stop posting here on the topic." because your contributions have provoked explanations that as far as I can tell you have now accepted, e.g. legality of transfer of documents between Inc and Ltd such as email Notice agreement.

 

If I am wrong and you have continuing specific objections they are still very much worth discussing even if you are successful in killing off the reform agenda because, if you are correct, clearly we would need to fix those issues before re-submitting for member approval of a revised document.

 

Don

And your approach of using the words "killing off the reform agenda" to describe me as a member pointing out errors and omissions is the reason I am drawing a close.

Final point - contractual migration from entities is fundamentally different from migration of membership - and migration of consent even if migration of membership exists is fundamentally different from migration of membership when during that migration the power to use a communication pathway is reversed from RAAus having power to Member having power. Nothing you have posted clarifies the point BUT as its too late to change the drafting ahead of the vote (the words are irrevocably fixed now) and you wording in the post above is inflammatory in the extreme to anyone posting what you perceived to be against you I am withdrawing.

 

 

[DonRamsay]

David,

 

Thanks for your comments on the value of a Company limited by Guarantee formed under national law versus a Company formed under the law of a single Territory (the ACT).

 

I agree with virtually all your comments including the regrettable apparent lack of responses to Kasper. That will be looked at in the debrief of this process to see how that could have happened.

 

. . . of course it has to have our approval and it can do that by writing to all of us which it will have to do in any case if the resolution to incorporate is successful.

RAAus gets that approval through the transfer of all of RAAus Inc rights and obligations to the new body. Everything transfers including the members and all their rights such as Pilot Cert and endorsements. RAAus Inc is "born" fully clothed and developed not as a newborn naked infant. That's the law. New Members will be able to indicate on their membership application form that they will or will not accept Notice by electronic means.

 

We should be concentrating on "show stoppers" .... are there any???? Can we have some constructive debate on the serious issues please. Can someone identify them?If there are, then the meeting should be postponed until they can be resolved. Too late to continue now as the notice and draft have gone out for voting.

I agree and am confident that there are no show stoppers but that's just my understanding.

 

It is the ordinary duty of every member to all the other members to advise anything they see as "show stoppers".

 

. . . If there are no "show stoppers" then we could proceed without fear and deal with any future issues as they arise as we will have to do even if we think we have the 'perfect' (choke) constitution.

There is the same provision for RAAus ltd as there is for RAAus Inc to amend any aspect of the Constitution. One ordinary member can do what I did (25 times) and propose a Special Resolution to repair an issue they see as being in need of repair. It takes the same 75% majority to pass as the transfer to the new form of incorporation. If it is a sensible proposal then it will get the support required.

 

Don

 

 

[Hargraves]

Similar to Ian. I won't be taking part in any further forums on the content, suitability or desirability of a new constitution until I am satisfied that all us members have been asked the most important question first, namely a simple, do you want the constitution changed or not. Until that time comes the answer is an equally simple, no, to the changes.