Query to RAA CEO

[DonRamsay]

Ummm no. Sorry but that's not the reason for the removal of the regional representation. The company form of structure can have segregation of appointment to the board BUT once on the board the director MUST operate in the best interests of the organisation as a whole and all shareholders/members.So functionally we could have had a position where there were 8 directors appointed following nomination from and election from within a geographic area like a state or territory BUT it is not possible to limit the nomination group to people within that geography nor have them represent just that geography.

 

So this change is driven by the corporate law form of the organisation not by any actual or implied ulterior motive on the part of the board or draftsperson.

Kasper,

 

I agree with most of that but I'd like to stress that the motive for moving from the multi-regional representation model (get elected on the basis of your postcode) to a single region model (i.e. "Australia"):

 

• Under the ACT Act, Directors now cannot favour the region they were elected from and still won't be able to under the Commonwealth legislation;
   
   
   
  
• All aviation law is National with no regional differences;
   
   
  
• Members should be entitled to vote for all candidates;*
   
   
  
• Ensure that one vote has one value;**
   
   
  

 

 

and thereby, have the most capable people available on the Board, regardless of their postcode.

 

*We had the unfortunate situation in the last election in the SA Region where we had two excellent candidates in Barry Windle and Jim McDowall. Both are very capable and experienced people and would have made excellent Board Members. But, as SA only has one regional rep, only one of them could be elected.

 

**The Regional Representation model is not one vote one value.

 

Members in the less populous regions had a much smaller quota to get elected compared with, e.g., NSW or Vic.

 

Don

 

 

[DonRamsay]

and some won't need to face an election until 2018 even though their term maybe up this year!

Rhys,

The Executive are the logical group to sign the initial incorporation application and I doubt you would want the entire Exec to disappear in the first year? Similarly for the entire Board - I think we need a degree of continuity and a degree of "fresh blood". No way I'll wait until 2018 to get off the Board.

 

Don

 

 

[DWF]

and some won't need to face an election until 2018 even though their term maybe up this year!

As I read the new constitution and Special Resolution (sub-resolution 5) - if the Special Resolution is passed then initially there will be 3 Directors, the current President, Secretary and Treasurer.

 

These Directors will be required to call an election to be held by no later than the end of December 2016 and at least one of the 3 must retire (but would be eligible to renominate).

 

It would appear that 2 of the above 3 will continue on the Board for another year (not a bad idea IMHO to ensure continuity and preserve some corporate memory) and then have to retire as they would be the 2 longest serving Board members (Clause 36.1(b)).

 

The SR requires that the number of Board members be no less than 5 but the new constitution says there can be up to 7 Directors.

 

 

 

Who decides how many Directors to have and how the decision will be made?

 

 

 

DWF

 

 

[Geoff13]

These wacky opponents are putting our flying future at risk through obfuscation and paranoia. I hope that 9,990 members can think for themselves and not be swayed by the crazies.

So are you saying that those who do not agree with you are simply crazies.

 

That seem fairly constructive. "NOT"

 

 

[rhysmcc]

Think you might be right, Don is that your understanding, at least ine of the executive resigning at the AGM and at least 3 directors being elected?

 

The board decides how many members between 3-7 are on the board.

 

 

[rhysmcc]

I can't seem to find the definition of "casual vacancy" can the 3 executive appoint up to 4 other directors based on those positions being vacant or does someone have to resign mid term?

 

 

[DonRamsay]

I can't seem to find the definition of "casual vacancy"

Casual vacancy has the ordinary English meaning - a vacancy created between elections by:

 

• the easy way . . . by a Director leaving the Board by resignation
   
   
  
• the hard way . . . dismissal by a General Meeting, or
   
   
  
• the really hard way . . . deceased.
   
   
  

 

 

 

 

. . . can the 3 executive appoint up to 4 other directors based on those positions being vacant or does someone have to resign mid term?

The plan as outlined in the Special Resolution is that there will be an election for RAAus Ltd held before 31 Dec 2016 to lift the numbers on the Board from 3 to at least 5. No appointments likely.

 

RAAus Ltd will be incorporated on 1 Jul 2016 and must hold its first AGM within 18 months of incorporation = 31 Dec 2017. The first AGM of RAAus Ltd is likely to be in Oct 2017. At that AGM, two of the initial Directors will need to retire and may accept nomination to run again and face an election. There is no need for an Exec for RAAus Ltd because of the smaller Board.

 

. . .These Directors will be required to call an election to be held by no later than the end of December 2016 and at least one of the 3 must retire (but would be eligible to renominate).

Not quite. See my comment above re first AGM of RAAus Ltd being Oct 2017 at which time retirements as prescribed by Cl 36 will operate.

 

 

It would appear that 2 of the above 3 will continue on the Board for another year (not a bad idea IMHO to ensure continuity and preserve some corporate memory) and then have to retire as they would be the 2 longest serving Board members (Clause 36.1(b)).

True but in Oct 2017 not 2016

 

 

The SR requires that the number of Board members be no less than 5 but the new constitution says there can be up to 7 Directors. Who decides how many Directors to have and how the decision will be made?

The Board by majority vote.

 

 

[DWF]

...... RAAus Ltd will be incorporated on 1 Jul 2016 and must hold its first AGM within 18 months of incorporation = 31 Dec 2017. The first AGM of RAAus Ltd is likely to be in Oct 2017. At that AGM, two of the initial Directors will need to retire and may accept nomination to run again and face an election. There is no need for an Exec for RAAus Ltd because of the smaller Board. ....

But Special Resolution 5 says "... Those directors shall cause an election to be called as soon as is practical, and in any case no longer than six months after the end of the 2015/16 financial year, to bring the board size to no less than five members; ...."

 

This, to me, means that the first election must be held before 31 Dec 2016 (Six months after 30 June 2016). The election does not have to be held at an AGM. If the resolution passes I would expect to see an election around Oct 2016.

 

 

 

DWF

 

 

[Admin]

is there a draft of Member's Charter and Disciplinary Process?

Yes there is but it was emailed to members. You need to join the RAAus and be a member to have it and comment on

 

 

[Keith Page]

Or Keith, here's an idea, try reading it and use your own judgement and just maybe, give the people who have worked so hard to pull RAAus out of the dark hole the old Constitution got us into - the benefit of the doubt - not the opposite.

For my personal interpretation and in a nut shell, what you are advocating with the above post:- Vote "Yes" for the new constitution.

The above view has a complete disregard for my suspicions, views and interpretations -- that is not going to happen. So it is a, "No" for me.

 

What amazes me is the intensity of the push for the yes vote.

 

My interpretation -- when there is such a large push there are hidden agendas.

 

Regards,

 

KP

 

 

[DonRamsay]

For my personal interpretation and in a nut shell, what you are advocating with the above post:- Vote "Yes" for the new constitution.The above view has a complete disregard for my suspicions, views and interpretations -- that is not going to happen. So it is a, "No" for me. What amazes me is the intensity of the push for the yes vote. My interpretation -- when there is such a large push there are hidden agendas.

Impossible to logically argue against unstated suspicions, Keith.

The intensity comes from having struggled for 6 years to get RAAus on to a more secure footing. There were plenty of people who reasonably thought in 2012 that RAAus was weeks away from collapsing in a shambles. The Board managed to fail four CASA audits in succession and there were hundreds if not thousands of it craft grounded.

 

But, all that was OK by you?

 

Nothing needed to change?

 

RAAus didn't need to reform?

 

The need to reform is nothing new. You may recall that early in 2012, I made a submission to the Board that we form a Constitution Reform Committee to rewrite the Constitution. While initially approved unanimously, it was subsequently scuttled by the old guard and nothing happened until early 2015 (before I was elected to the Board this time).

 

The point is, there was an urgent need for RAAus to become better managed and better governed. While some very capable people were elected to the Board since 2013 and have done a very good job of turning RAAus around, with just the old Constitution in place it could very well go back to the way it was in 2012- 2013 when those good people eventually move on.

 

We need a new Constitution to lock in forever the improvements achieved over the last 3 years.

 

Keith, If you list your suspicions I might be able to assuage them for you and show how the new constitution would better prevent them being realised. The new Constitution protects members rights far better than the old one. Where is the Members Charter in the old Constitution?

 

Keep your suspicions to yourself and they are just ghosts that are untouchable.

 

 

[fly_tornado]

The problem is when you vote for the constitution expecting that it will get fixed later down the track and it doesn't and you complain, the directors will be, well if you didn't like it why did you vote for it?

 

Board needs to get it right the first time before it goes to the vote, don't make the constitution end up like MARAP fiasco.

 

Yes there is but it was emailed to members. You need to join the RAAus and be a member to have it and comment on

So you mean to say that it's not public? Secrecy is the hallmark of a bad governance, they go hand in hand.

 

 

[Guest Andys@coffs]

.......So you mean to say that it's not public? Secrecy is the hallmark of a bad governance, they go hand in hand.

That is a load of BS FT, it was provided to every member so how on earth can you claim secrecy????? What did they need to do, take out a full page add in every newspaper in the land???? What about for those poor non member soles who don't read newspapers.....perhaps a door knock on every house in Australia.....will you be footing that bill????

 

Andy

 

 

[coljones]

For my personal interpretation and in a nut shell, what you are advocating with the above post:- Vote "Yes" for the new constitution.The above view has a complete disregard for my suspicions, views and interpretations -- that is not going to happen. So it is a, "No" for me.

What amazes me is the intensity of the push for the yes vote.

 

My interpretation -- when there is such a large push there are hidden agendas.

 

Regards,

 

KP

Without declaring my hand.

The "intensity of the push for the yes vote" is to counteract the inertia of a largely uninterested membership in the the goings on of the board and management. There is no doubt in my mind that, while this debate has turned many off, many are listening and taking notice of what is being said - a good thing!! This heightened awareness might lead to a greater interest in RAA, what it does and who puts up their hand for election - and maybe VOTE.

 

The difficulty with democracy is that the electors are largely informed by b%!^%^!@llsh&!@(t. Actually working out who the best candidates are is a real difficulty. Being a corporate beancounter, HR/IR person or a lawyer (aviation, corporate or criminal) is not a realistic indicators of future performance and I am not sure we have been well served by CFIs either.

 

 

[facthunter]

Good points. Andy but he (ft) never says anything good about the RAAus. Nev

 

 

[kasper]

Whilst I agree with you Andy that FT is in my opinion just trolling with that comment the issue MIGHT be seen slightly differently if you are a non-member of RAAus

 

1. the new constitution IS on the public face of our Website

 

2. the Members Charter is NOT on the public face of our Website

 

3. even the special resolutions mentioning the Members charter is on the public face of our website

 

And given the member charter is stated to be equivalent in impact to the member is does appear to be an odd thing to provide all BUT the Member Charter ...

 

 

[fly_tornado]

Q

 

Why did the board chose not to link the new Member's Charter and Disciplinary Process to the draft constitution web pages?

 

A

 

The idea of using email is to restrict awareness of proposed changes, its a not so obvious way to limit discussion because you can't link any online discussion to the documents. Its effectively hidden the documents in individual inboxes.

 

Again, once the changes have gone through and people are unhappy they directors will be asking why did you vote for the changes then?

 

Nev, the RAA has long history of mismanagement, I challenge you to find 5 good recent decisions.

 

 

[DonRamsay]

But Special Resolution 5 says "... Those directors shall cause an election to be called as soon as is practical, and in any case no longer than six months after the end of the 2015/16 financial year, to bring the board size to no less than five members; ...."

This, to me, means that the first election must be held before 31 Dec 2016 (Six months after 30 June 2016).

All true but that election will be to add 2 more Directors to the Board and there is no requirement for any of the initial Directors to retire as there will not have been an AGM for RAAus Ltd. the trigger for retiring under Cl 36.1(b) By 31 Dec 2016, The initial Directors will have served a maximum of only six months on the Board of RAAus Ltd and not faced an AGM.

 

 

The election does not have to be held at an AGM. If the resolution passes I would expect to see an election around Oct 2016.

Agreed, the election process has to be completed before 31 Dec 2016 to build the Board up to at least 5 Directors. The first "General Election" will need to be timed so that the new Directors will be in a position to take office in accordance with Cl 36.4, at the end of the AGM, in this case, the AGM in Oct 2017.

Regards,

 

Don

 

 

[pmccarthy]

In my case, any "intensity" is to encourage people to vote and, I hope, vote for change. The old charter has long passed its use by date and a careful process has been followed in proposing the changes. I have played no part in any of it, except to submit suggestions when invited, but I do want a strong and successful RAAus so I can continue to own and fly aircraft in the future.

 

 

[Admin]

All true but that election will be to add 2 more Directors to the Board and there is no requirement for any of the initial Directors to retire as there will not have been an AGM for RAAus Ltd. the trigger for retiring under Cl 36.1(b) By 31 Dec 2016, The initial Directors will have served a maximum of only six months on the Board of RAAus Ltd and not faced an AGM.

WHY only two, who has defined or where is it stated that only 2 more directors where I was under the impression that the initial directors, amounting to 3, will be the Pres, Sec and Treasurer with a maximum of 7, not 5.

The other issue is the constitution says there must be a minimum of 3 and a maximum of 7. Have I missed something where it states WHO decides what number of directors we have between 3 and 7??? Also we will have just 3 people running RAAus for up to 6 months, of which YOU are one of them Don, talk about padding one's own pocket which is probably why you are pressing so darn hard for a Yes vote. A board member that will benefit from this (pres, sec and treas) should not have been a major contributing factor in its development, a development that you yourself said in numerous places that you could have done it better..is that why you are pushing the change and what degree of cohesion will exist for that period of time? If it could be done better WHY NOT DO IT BETTER FIRST???

 

As anyone can see in the constitution that we are being asked to vote YES for, the Directors control just about everything, from the number of directors (refer 34.1), HOW directors will be appointed (refer 34.4) right through to who THEY will choose (the directors will choose, not the members) to fill a casual position (ref 34.6)

 

Directors

 

34. Number and appointment of Directors

 

34.1 The Company must have at least three (3) and no more than seven (7) Directors.

 

34.2 The initial Directors are the people who have agreed to act as Directors and who are named as proposed Directors in the application for registration of the Company.

 

34.3 A person is eligible for election as a Director of the Company if they:

 

(a) are a Member of the Company,

 

(b) are nominated by two (2) Members entitled to vote,

 

© give the Company their signed consent to act as a Director of the Company, and

 

(d) are eligible to be a Director under the Corporations Act.

 

34.4 Subject to the Corporations Act, the Directors may from time to time determine the process by which Directors shall be elected and re-elected by the Members in General Meeting. Any voting method employed for the purpose of electing Directors shall be consistent with those methods accepted by the Australian Electoral Commission or an equivalent body.

 

34.5 The Directors shall ensure that the process of calling for nominations and the election of Directors shall be made available to members and candidates and take account of the skills and experience reasonably required to have oversight of the Company.

 

34.6 The Directors may appoint a person as a Director to fill a casual vacancy if that person is eligible under Clause 36.

 

34.7 If the number of Directors is reduced to fewer than three (3) or is less than the number required for a Quorum, the continuing Directors may act for the purpose of increasing the number of Directors to three (3) (or higher if required for a Quorum) or calling a general meeting, but for no other purpose.

 

Just like the rest of it, the member rights are being dwindled away and open to manipulation by directors in the future...from the frying pan into the fire.

 

It also states that it will take a minimum of 100 members to force a general meeting so if you vote YES to all its warts the many changes that will be needed to get it right will take 100 members each time. WHY NOT CANCEL THE VOTE AND GET IT RIGHT NOW!!!

 

 

[rhysmcc]

Why not call an annual general meeting before the end of 2016 (one is due under the current constitution). Why are we waiting 18 months and skipping the AGM this year?

 

 

[rhysmcc]

The constitution seems to suggest a directors term starts at the end of the AGM, so without an AGM to start their term how will the board numbers be increased to 5 before the end of the year?

 

 

[apm]

I think you'll find members ultimately decide how many directors are appointed through involvement or apathy at elections.

 

<=7, all nominees are automatically elected

 

> 7, highest votes for nominees win.

 

apathy = RAAus continues with reduced directors

 

 

[rhysmcc]

I think you'll find members ultimately decide how many directors are appointed through involvement or apathy at elections.<=7, all nominees are automatically elected

> 7, highest votes for nominees win.

 

apathy = RAAus continues with reduced directors

We will only be voting for 2-3 directors at a time, the board decides how many directors we need between at least 3 but no more then 7. Unless the board resigns we won't see an election for all 7 positions ever.

 

 

[DonRamsay]

I think you'll find members ultimately decide how many directors are appointed through involvement or apathy at elections.<=7, all nominees are automatically elected

> 7, highest votes for nominees win.

 

apathy = RAAus continues with reduced directors

Under the Regional Representation model, there have been times when nobody nominated for a given region and the seat remained vacant. In some cases a member from another region has been nominated for a region that they don't live in - that was allowed by the old Constitution.

Under the new Constitution, I don't think we will have trouble getting sufficient nominations from 10,000 members. Then we will actually have contested elections instead of somebody nominated by just two members getting on the Board without having to face a single vote by the members.