Query to RAA CEO

[Admin]

Moritorium May means no moderating unless complete disregard for the site rules. And this includes not closing down any threads...it is an experiment for a month and I hope it goes well because I for one hate having to moderate

 

 

[turboplanner]

Come 1st of July 2016 (assuming that's the day of registration), I nor any member will have any right to make the board disclose any of the "books" from RAAus Inc from the 2015/16 year.

Other than obtaining the Annual Report from the ACT Department of Justice.

 

 

[Admin]

When the Board uses its power under the Constitution to increase it to 7.

Now that I dont like Don. We may never have 7 members and say for arguments sake, the 6th or 7th person who puts their hand up and just 3 of the 5 on the board doesnt want him or her on the board then tuff luck to that person that the members have voted for.

This IS a show stopper in my opinion

 

 

[DonRamsay]

Come 1st of July 2016 (assuming that's the day of registration), I nor any member will have any right to make the board disclose any of the "books" from RAAus Inc from the 2015/16 year.

Again Rhys, I refer you to the absolute power of the members of any corporation. All power is in their hands they elect a Board and can dismiss directors in an ordinary general meeting. They can vote directors in or out. That is the representative democratic model at work.

 

 

[rhysmcc]

Ian, may I suggest at the first general meeting you propose a member's resolution to bring the board size to 7. This of course won't take place until the following Annual General Meeting, as required (in some parts) of the new constitution.

 

 

[Admin]

So its one and a half years before we can get a reasonable number of board members that many members seem to want. This is why I am voting NO, it is far to long without a decent amount of directors and why this is to me a show stopper as well that the current board cant seem to realise and dare I say I hope is not for any ulterior motives.

 

Please stop the vote and change this first

 

 

[rhysmcc]

We can always sack the lot at the AGM if they don't do a decent job and vote in 7 more. (jest)

 

 

[DonRamsay]

Now that I dont like Don. We may never have 7 members and say for arguments sake, the 6th or 7th person who puts their hand up and just 3 of the 5 on the board doesnt want him or her on the board then tuff luck to that person that the members have voted for. This IS a show stopper in my opinion

The number of positions available at an election can't be a secret to be decided by the Board after the election is run. Our new Constitution will not allow that because the election process must be acceptable to the Australian Electoral Commission (AEC). Also, the Board do not run the election process now and nor will they in the future because that would not be acceptable to the Members or to the AEC.

Chances are we could get 5 or 10 members nominating for election. An election each year will typically be for 2 directors. The ballot by members will determine who is elected just like now. For the NSW/ACT region now there are often 5 candidates nominated and only 1 or two seats available. That is a very good thing compared with elections with one or even no candidates as has happened.

 

If we have 7 directors, each election is still going to be for 2 or max 3 seats. It is still going to be tough luck for whoever got the 4th, 5th or 6th most members' votes.

 

I don't see how people get to the position where the Board cannot be trusted to do anything other than look over the CEO's shoulder. We have a Board because we can't run RAAus with 10,000 members having a say on everything. Why have a Board and not let them do anything? Is it because we had a dysfunctional Board in 2012-13? Isn't that what drove the reform process to this point? To get RAAus onto a more professional footing than was the case in 2012? We need to have a capable Board but we don't need a lame duck Board with no authority to do anything.

 

 

[rhysmcc]

If we have 7 directors, each election is still going to be for 2 or max 3 seats

Assuming a Board of 7 Directors, at the 2017 AGM, 4 seats will be up for (re)election, the 2 new positions and the 2 directors who must retire.

 

Is it because we had a dysfunctional Board in 2012-13?

While the board appears to be performing much better, and a lot of newsletters are coming out, The board is still as secretive as ever. No board minutes, no board resolutions, no draft ops manual or tech manual to the membership (we've been told they exist). I'm sure you can understand why some are concerned.

 

 

[turboplanner]

Ian, So, RAAus sends newsletters to the 95%+ of those on their database who have registered an email address and offer information and request feedback is not enough?Don

 

Ian, do you find that magnificent ghost owl looking down his nose at you intimidating?

 

p.s. I know I do. He looks so wise and in control.

 

You should be thanked and congratulated on allowing this debate free reign. The debate has been robust but very little in the way of attacking the person rather than the idea.

 

But, I'd be getting more sleep if you did decide to shut it down

I'll bet you would, but it looks more and more like a monster has been unleashed.

 

 

[DonRamsay]

It is fact;

• the constitution allows for the AGM to be held within 18 months from the registration of the Company.
   
   
  

It actually requires the AGM to be held within 18 months

 

• the constitution (clause 36.4) states a director's term starts at the end of Annual General Meeting at which they were elected.
   
   
  
• the special resolution requires the initial directors to "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.
   
   
  

 

 

What the special resolution does not authorise is for the election (and thus appointment of directors) outside of the conditions set out in the constitution. In common terms, the members are telling (by voting YES to the resolution), that we expect such an election (as per the condition) to happen within 6 months.

 

Don, I put to you that the word "annual" in clause 36.4 may in fact be an error (clause 34.4 does not include this term). These "typo" type errors, which the constitution is riddled with are in my opinion show-stoppers.

No, it is not a typo in either 34.4 or 36.1

 

Don't forget that an AGM is also a General Meeting. It is just a General Meeting with a few extra rules.

 

Any other typos that anyone is aware of?

 

The resolution calls for at least 5 directors by end of 2016. After that time it's up to the board to decide it's numbers between 3-7. Members always have the option of bringing a resolution to a general meeting to override the board's decision (providing it's not against the constitution)

No, the SR requires the initial directors to conduct an election so that the number on the Board is increased to at least 5. This implies that as soon as the election is decided, these extra directors can take up their seats on the Board. That is what will happen. The Special Resolution gives the Board the responsibility and the authority to run a one-off election.

If we followed your logic, Rhys, the extra Directors would not be entitled to join the Board until the end of what would be the first AGM in late 2017. It is very clearly not the intent of the SR to conduct an election to have a Board with five Directors as soon as is practical and not later than 31 Dec 2016 and then not allow the extra Directors to take up their seats for another 9 months.

 

I think you would agree that the Directors that join the Board at the end of an AGM do so because their election was triggered by an AGM. In the case of the extra Directors required by the SR, their election is triggered by the SR not an AGM.

 

Let me make it plain,

 

• there will be an election to bring the numbers of Directors on the Board of RAAus Ltd up from the three initial directors to a total of a minimum of 5 directors.
   
   
  
• the election will be held as soon as is practical after the incorporation of RAAus Ltd.
   
   
  
• as soon as the election has been concluded, the successful directors will take their seat on the Board.
   
   
  
• the extra Directors so elected will serve a term on the Board in compliance with the Constitution.
   
   
  

 

 

If you choose to contest that course of action you are welcome to but I bet the lawyers we engaged to devise the strategy and their professional indemnity insurers will take to such a complaint a very big mallet.

 

 

[frank marriott]

If this gets up -

 

Then why would the directors call an election for 2 and not 4 or is it the case that the 7 mentioned is not going to be a reality?

 

Initial speak was of reducing the board size to 7, now the conversations seem to be all about 5?

 

I don't understand the change of emphasis.

 

 

[rhysmcc]

The special resolution does not give the board authority to act outside the constitution. It concerns me that 1 of the 3 initial directors believe they could be given such authority.

 

Another example of a show stopper. The constitution needs to be water tight so that the board can not interrupt meanings to suit their will.

 

 

[rhysmcc]

If this gets up - Then why would the directors call an election for 2 and not 4 or is it the case that the 7 mentioned is not going to be a reality?

Initial speak was of reducing the board size to 7, now the conversations seem to be all about 5?

 

I don't understand the change of emphasis.

Surely as a current board member you've had disclosure of the "plans" and seen the board resolutions to cause this action. Or has the executive made the plan?

 

 

[Oscar]

So its one and a half years before we can get a reasonable number of board members that many members seem to want. This is why I am voting NO, it is far to long without a decent amount of directors and why this is to me a show stopper as well that the current board cant seem to realise and dare I say I hope is not for any ulterior motives.Please stop the vote and change this first

Ian - and this is a properly serious and not intended to be combative post: which is more important for the future of RAA: having a 'decent amount of directors' or 'having an amount of decent directors'? This is NOT a matter of semantics, it is a really, really serious question.

 

Look, RAA has in the past had - for example - to thrust into the position of Treasurer, a Board member who (I believe) is understood to have not had much experience at running the finances of what is, effectively, a SME - and I believe he would rather NOT have been ever placed in that position, so I am not picking any fight with him. The Board has at times been placed in the position of having to fill round holes with square pegs because it has had a membership selected - let's be realistic - often based on the general opinion of local members as to the general 'good bloke' nature of candidates, rather than having the opportunity to select from a range of candidates capable of delivering solid and professional performance in specific roles.

 

Well-managed enterprises generally (and there are some serious exceptions!) have a 'guidance and policy' group - be it a Board, Council, whatever - that collectively bring a high level of expertise to that role. The enterprise understands what skills are needed and appoints accordingly. What it does NOT do, is hold a plebiscite for all positions and then tries to assemble a coherent guidance group from what it gets. There may well be a role for say, a 'shareholder representative' member, who IS appointed by shareholder vote. That is appropriate for 'check and balance' purposes - but a serious enterprise needs expert guidance.

 

As it happens, RAA has fortuitously garnered unto its Board, a pretty darn good group - the best in ages. I will state that I believe that this is in large part due to the fact that 'good' people with a high-level of management skills, who ordinarily would have more than enough on their plate just conducting their day jobs - have seen the necessity to either stand up to be counted or watch RAA founder. The current Board appears to me to be more cohesive and competent than we have had in RAA ever. By definition, they are proposing that some of their number will no longer be required. To me, that seems to be honest in intention; those who are left WILL be judged on their performance in the fullness of time and discarded by the membership if found to be wanting.

 

The RESULTS of the previous composition of the Board, was demonstrably found to be wanting. I fail to see how perpetuation of an evidently less than competent structure could be held up as a paradigm example.

 

 

[Oscar]

I'll bet you would, but it looks more and more like a monster has been unleashed.

In the spirit of Ian Baker's May Moritorium, I'll accept without registering a complaint, your description of Gandalph as a 'monster'. I am sure that in that same spirit, you will accept my description of you as 'the human herdline'.

 

 

[Oscar]

Cheese! Who's bean st'ring your pot? You really are pasta artichoke.Lettuce call it quince.

I just don't have the time to peas around with a discussion that could get me carrotted. I could construct an exstrawbarerrily tart response, but it would take too long, since punnets are the slowest form of wheat.

 

 

[turboplanner]

What a cow of a comment to make at an important time like this.

 

 

[DonRamsay]

Assuming a Board of 7 Directors, at the 2017 AGM, 4 seats will be up for (re)election, the 2 new positions and the 2 directors who must retire.

Rhys,

 

I really have to go and do something else soon but allow me to assist you with this last one.

 

"Secretive" is a bit strong I think.

 

At the 2017 AGM, two Directors must retire - being the longest serving Directors. The Directors who were elected (not appointed) can serve up to three years from the date they were elected or, as it turns out, in terms of satisfying the rule that two directors must retire at each AGM. There is no requirement for them to retire on the same basis as any Director who was appointed to fill a casual vacancy.

 

While the board appears to be performing much better, and a lot of newsletters are coming out, The board is still as secretive as ever. No board minutes, no board resolutions, no draft ops manual or tech manual to the membership (we've been told they exist). I'm sure you can understand why some are concerned.

All Board Meeting Minutes including Board Resolutions in those meetings have been published to the Members within 7 days of the meeting as is required by the Constitution.

 

There has been a long and practically wide consultation on the total rewrite of the Tech Manual (V4.0) . It is on the Agenda for the May Board Meeting.

 

The Ops Manual revision is not as far advanced but has had exposure to CFIs. It was discussed at the Oct 2015 Board Meeting and will be again at the May Board Meeting.

 

 

[Admin]

This is why I proposed that at least 3 positions on a 7 member board be titled positions i.e. titled skill sets that RAAus needs. I have been saying this, mate, for several years now.

 

If there are 7 for example lets have 3 titled positions of

 

1 x Finance

 

1 x Sales and Marketing

 

1 x Legal

 

Just an example

 

 

[DonRamsay]

If this gets up - Then why would the directors call an election for 2 and not 4 or is it the case that the 7 mentioned is not going to be a reality?

Initial speak was of reducing the board size to 7, now the conversations seem to be all about 5?

 

I don't understand the change of emphasis.

Frank,

 

If you have a read of the Special Resolution you find the answer.

 

 

[DonRamsay]

This is why I proposed that at least 3 positions on a 7 member board be titled positions i.e. titled skill sets that RAAus needs. I have been saying this, mate, for several years now.If there are 7 for example lets have 3 titled positions of

 

1 x Finance

 

1 x Sales and Marketing

 

1 x Legal

 

Just an example

Ian,

Corporations Law does not allow that whether as an incorporated association and even more so as a company limited by guarantee. Every Director is required to fully inform himself/herself on every aspect of the corporation. Yes, it might be nice to have some of these sorts of specialists but it is the CEO who needs to embody these skills. The Board is there for governance not to run the business day to day.

 

 

[rhysmcc]

At the 2017 AGM, two Directors must retire - being the longest serving Directors. The Directors who were elected (not appointed) can serve up to three years from the date they were elected or, as it turns out, in terms of satisfying the rule that two directors must retire at each AGM. There is no requirement for them to retire on the same basis as any Director who was appointed to fill a casual vacancy.

Sorry Don you've confused me here. At first I thought you were agreeing with me, that at the 2017 AGM at least 2 directors must retire. It does not state those directors have to have been elected (i.e. Can be initial directors, appointed from a casual vacancy or elected).

 

Directors must also retire after 3 years, but that doesn't mean if you've only served 18 months your exempt from Clause 36.1.

 

Conclusion: at the 2017 AGM at least 2 of initial directors will need to retire unless one of the newly elected directors in 2016 calls it quits early.

 

 

[pmccarthy]

It is usual for the constitution to set a limit on the number of directors and the board to decide from time to time how many directors are needed. This depends on the challenges of the day and the skill set of the board. This is NORMAL. Have a look at the constitutions of other companies and the number of directors, and how it changes from time to time.

 

 

[DonRamsay]

Sorry Don you've confused me here.

And myself. Can we park this for a day or two? I want to look at your preference for an RAAus Ltd AGM in Oct 2016. Could make for a much cleaner transition and eliminate a lot the concerns I've previously expressed.

I'll get back to you in a day or so. Thanks for persisting!