Query to RAA CEO

[greybeard]

From the sounds of it, it won't matter how many people are or aren't on the board or if the constitution should be changed or the RAA structure altered some will argue for and some against. Some will just bitch and moan. After all this, I bet the sun comes up in the east tomorrow and opinions on internet forums will still be granted the respect they deserve.

 

 

[frank marriott]

Frank,

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

 

 

 

You think. Carry on.

 

 

 

 

 

 

 

 

 

[01rmb]

The special resolution 5 states "...to bring the board size to no less than five members." The communications sent from the RAAus office states "The new constitution reduces the board size to a maximum of 7 members." So whilst anywhere from 5 to 7 directors complies with the messages being communicated it is a fair question to ask - will we be voting for an additional 4 or only 2 directors at the election to be held within 6 months? Given the proliferation of the number 7 being used on all the RAAus communications updates, one could be forgiven to have expected to see 7 board members shortly after the adoption of the new constitution.

 

The only definitive answer to that question has been from Don on this forum (which as stated is not an official position of RAAus but about as close to one as we should expect to get) where he says there will be a total of 5 directors (with 2 new positions to be filled) with an extra 2 (total 7) only being added at some time, if ever, at the board's choosing. With even current board members not clear it is no wonder general members could be forgiven for not knowing.

 

 

[Oscar]

I would suggest that the question of the ultimate number of Board members required to effectively direct RAA operations, could be more positively determined by examination of what expertise is needed on the Board. Simply picking a number out of a hat, seems counter-productive. I have worked for a number of organisations that had various management structures, ranging from government authorities to major private enterprise companies well above the SME boundary, and there is NO 'ideal size' for a governance structure. The nature of the organisation and the requirement for governance skills, should be the determinant.

 

BHP Billiton has a Board of 11 members; so does J P Morgan Chase Bank. Hancock Prospecting appears to have four. Rio Tinto has 14. The Rothschilds Group appears to have 16. CASA has 6. The NRL has 8.

 

Pick a Number!. OR: look at the realistic requirements for expertise in governance appropriate to the RAA, and seek to fill that with the best people prepared to serve.

 

 

[rhysmcc]

6 makes for easy election terms (2 each year for 3 year terms) but many would be worried about having an even number. 5-7 seems fine to me, as does the power for the board to decide. At the end of the day members can always force the boards decision via a members resolution.

 

 

[frank marriott]

Or 3 even, and less likely hood of disagreement, easy. Less worry about pesty member input. Sounds great.

 

 

[pmccarthy]

At some point I have realised that the objections are not genuine - someone is pulling my string and that of other serious members. Facts and logic seem to be invisible to those who enjoy these games. But the subject is serious, and deserves more serious consideration.

 

 

[DonRamsay]

6 makes for easy election terms (2 each year for 3 year terms) but many would be worried about having an even number. 5-7 seems fine to me, as does the power for the board to decide. At the end of the day members can always force the boards decision via a members resolution.

There is no problem with an even number of directors. The Chair does not need a casting vote. If a motion does not get majority support it fails.

 

 

[DonRamsay]

I'm not sure what the problem is about Board numbers. Their appears to be little or no support for having 13 Directors in a corporation with just 15 employees. BHP might find it useful to have 14 Directirs but their business is a bit bigger and more complex than ours.

 

The draft constitution could not be clearer. Min of 3. If numbers fall below 3, the remaining directors can do nothing but increase the number to three.We start with three initial directors (same number as the current Exec). The Special Resolution directs the Board to lift that number to a min of five ASAP. The Constitution allows a max of seven. Not too complicated.

 

There is currently a 3 person Board Exec that is deputised by the full Board to govern between the two face-to-face Board Meetings each year. Like it or not this is the way RAAus was set up decades ago, back in the last millennium.

 

Under the new constitution there will be a Board that starts with what was the Exec of the old Board. Their first job is to arrange for an election to build the governing committee (the Board) up to a minimum of 5 directors and a maximum of seven directors. All directors will participate in the governance of RAAus all year long so, under the new constitution there will be fewer directors in total but more directors engaged in governance over the whole year.

 

The Costitution requires the Board to use its judgement to decide whether the right number is 5, 6 or 7. To my way of thinking the answer is just a matter of what works best.

 

 

[Admin]

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.

Yes Don, that is corporations Law which is why a corporate structure does not suit what RAAus possibly needs if it restricts what we may want to do as an Association. As an Association we can have our cake and eat it to by setting our Association constitution up to the benefits of a corporate whilst still having the control to enhance it to suit RAAus. Vote NO to becoming a corporate but set our Association up better, would have taken the same amount of effort that has been put into sending us down a completely different route that the board, not the members, have chosen.

 

The draft constitution could not be clearer. Min of 3. If numbers fall below 3, the remaining directors can do nothing but increase the number to three.We start with three initial directors (same number as the current Exec). The Special Resolution directs the Board to lift that number to a min of five ASAP. The Constitution allows a max of seven. Not too complicated.

Yes Don, I and everyone else know that but you just keep pushing what is only being proposed instead of listening to what most people here are saying...please listen, listen, listen because you are suppose to be representing the members by listening to them...PLEASE, BUT i fear it is to late now and you have missed your chance to listen and represent them.

VOTE NO so the members can do this properly and have the right to have the number of board members that they want and not be told by just 3 people how many board members those 3 want

 

 

[Keith Page]

That is well pointed out, Thank you Ian.

 

The issue of -- don't worry about it we will fix it on the run, in the mean time the organisation is being guided by only three directors and they will be the ones designing the correction.

 

Yes fix it before the journey starts.

 

KP

 

 

[TK58]

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 numbers on the board should be driven by the needs of the organisation, and the key question is what would RAAus gain from a 7 member board that it couldn't get from a 5 member board? A follow on question is are the benefits worth more than the costs?

 

There are both advantages and disadvantages to any particular number. Even numbers are gererally avoided due to an increased likelihood of deadlock, although that's not an insurmountable problem. The larger the number the less effective a group is at making decisions and the more it costs to convene meetings, the smaller the number the more likely a clique could hijack the agenda.

 

The actual number can be set by the Board or the members can pass a special resolution at a general meeting to set a particular number.

 

The Board has no power to remove or not accept a person voted as a director by the members - only the members can appoint and remove directors with the one exception being that the Board can appoint someone to fill a casual vacancy until the next General Meeting.

 

 

[TK58]

The board is still as secretive as ever. No board minutes, no board resolutions.

That's just nonsense. The Board minutes have been published promptly after each meeting and are available online at https://members.raa.asn.au/governance/the-board/meeting-minutes/. Likewise any resolutions that have been passed between meetings. The Board also has not held an in camera session for at least the past 2 meetings, so there's nothing that was on the agenda that's not in the minutes. And unlike times past, the voting record is published for each resolution.

 

Any member can attend Board meetings as observers. Typical attendance by members ranges from zero to one. I'm guessing you are not the one person who turned up last time.

 

 

[David Isaac]

VOTE NO so the members can do this properly and have the right to have the number of board members that they want and not be told by just 3 people how many board members those 3 want

Ian,

I am having difficulty understanding your issue with the above statement.

 

3 directors do NOT decide how many directors there will be. The 3 hold office in a caretaker mode and MUST call an election to take the board to a minimum of 5 before the end of the year. They can do that by calling a general meeting or an Anual General Meeting. But they MUST call an election.

 

So the only directors who can call an increase over 5 after the interim election are those 5 (or 6 if they chose 6) after the election and they are limited to a max of 7 under the new constitution; additionally the members can increase the directors to any number they see fit by special resolution at any time.

 

I just don't see an issue, personally I am happy with either 5 or 7; there is a argument to support 7 in preference and an argument that 5 is sufficient.

 

 

[Admin]

There are both advantages and disadvantages to any particular number. Even numbers are gererally avoided due to an increased likelihood of deadlock, although that's not an insurmountable problem. The larger the number the less effective a group is at making decisions and the more it costs to convene meetings, the smaller the number the more likely a clique could hijack the agenda.

The larger the number is less effective is incorrect...better decision making is made when more information is gained instead of being limited to just a few bits of information which promotes very poor decision making. However too many would be as you say ineffective in the case of 13 which will prove to be just as ineffective as 3 or 5. I am gathering that members have always had 7 board members in their mind and is in my opinion and many others I have spoken to the right number but we the members WILL NOT have the right to get what we want without going through all the hoops you 3 have placed on us instead of doing it right first time.

 

The actual number can be set by the Board or the members can pass a special resolution at a general meeting to set a particular number.

Yes, but instead of doing it right now you have decided to not listen to the members and make them have to force a general meeting with 100 signatures and ensure it gets 75% of the vote...how much time and money is that going to cost RAAus not to mention the members own pockets due to you not asking them now. You people are wasting our money in all this as this will go on for years...you are destroying our beloved RAAus

 

The Board has no power to remove or not accept a person voted as a director by the members - only the members can appoint and remove directors with the one exception being that the Board can appoint someone to fill a casual vacancy until the next General Meeting.

Yes but the few on the board will decide what directors it wants, not the members simply be excluding board members #6 and #7 to keep a clique group of control and power that the members will have to fight to change.

Every point you have put forward has dramatic negative impact on the members and I can't see why you people just can't see it which either to me raisers the question of you either just have blinkers on and refuse to listen while you power ahead like a runaway train to achieve something that just a couple want OR dare I say it and I hope is not the case and that there is something sinister in the fact that you guys are not listening or even opening your eyes that perhaps you may need to revisit this whole change and be responsible in managing RAAus and our money...BOY I am getting mad now...everything that members have put up here, very worthy of more consideration, has not received any consideration by those pushing the change, all we get is strawberries and cream that us members are told we have to eat

 

 

[TK58]

As an Association we can have our cake and eat it to by setting our Association constitution up to the benefits of a corporate whilst still having the control to enhance it to suit RAAus.please listen, listen, listen because you are suppose to be representing the members by listening to them...

Ian, the fact that RAAus is presently an Incorporated Assosication does NOT mean we are not governed by the Corporations Act, we are. We are in fact presently governed by both the Incorporated Associations Act (ACT) and the Corporations Act (Cth), which is why we have to report to both the ACT and the Commonwealth regulators.

 

We are listening, but what I'm hearing is that you want us to take advice from people who clearly don't understand the relevant law over that of the legal experts who have been working on this for over a year? Am I hearing you right?

 

As to the argument about numbers, once again you clearly do not understand the new constitution. Members do have a right to have seven directors if the members decide that's the magic number.

 

 

[Admin]

Ian,I am having difficulty understanding your issue with the above statement.

3 directors do NOT decide how many directors there will be. The 3 hold office in a caretaker mode and MUST call an election to take the board to a minimum of 5 before the end of the year. They can do that by calling a general meeting or an Anual General Meeting. But they MUST call an election.

 

So the only directors who can call an increase over 5 after the interim election are those 5 (or 6 if they chose 6) after the election and they are limited to a max of 7 under the new constitution; additionally the members can increase the directors to any number they see fit by special resolution at any time.

 

I just don't see an issue, personally I am happy with either 5 or 7; there is a argument to support 7 in preference and an argument that 5 is sufficient.

Because David, it is very simple...if you have 5 directors it only takes 3 to pass a motion, a real nice little clique group of three to run the entire RAAus and to change that will force the members to jump through hoops at great cost

 

 

[Admin]

Ian, the fact that RAAus is presently an Incorporated Assosication does NOT mean we are not governed by the Corporations Act, we are. We are in fact presently governed by both the Incorporated Associations Act (ACT) and the Corporations Act (Cth), which is why we have to report to both the ACT and the Commonwealth regulators.We are listening, but what I'm hearing is that you want us to take advice from people who clearly don't understand the relevant law over that of the legal experts who have been working on this for over a year? Am I hearing you right?

 

As to the argument about numbers, once again you clearly do not understand the new constitution. Members do have a right to have seven directors if the members decide that's the magic number.

Tony, you are not listening and I do completely understand it as it has been said many many times that the legal advice has been given on your directive which we know is to become a corporate a biased objective and secondly I do understand that the members can change it but only after the fact BUT they have to go to extreme to force something that you all should be listening to before you push this and waste our money and time, again and again, both our money in RAAus and our own personal funds to get you to do what you can do now...by simply asking the questions and listening rather than TELLING. I gotta go and cool down because you guys just don't get it

 

 

[David Isaac]

Yes, but instead of doing it right now you have decided to not listen to the members and make them have to force a general meeting with 100 signatures and ensure it gets 75% of the vote...how much time and money is that going to cost RAAus not to mention the members own pockets due to you not asking them now. You people are wasting our money in all this as this will go on for years...you are destroying our beloved RAAus

Ian there is NO requirement to hold a special meeting to put up a special resolution, therefore there is no requirement to get 100 signatures. The 100 signatures are only required if MEMBERS want to call a general meeting.

ANY member (with a seconder) can put a special resolution to the Board and the Board is required to put that special resolution to a member vote at the next general meeting called by the directors. They have no choice, all it takes is two members and a good argument.

 

There is NO 'extreme force' involved.

 

 

[kasper]

Ok ... answer me this please any board member on here (not as board representative but as a person who must have intimate knowledge of the drafting and intent of the changes)

 

1. On incorporation we go to 3 directors - the current three exec

 

2. ASAP or within 6 months of end of financial 15/16 we have an election - that's any time from July 2016 to December 2016

 

3. that election is for between 2 and 4 additional directors (must be 2 at a minimum and could be up to 4) and how many are called for is up to the 3 initial directors

 

4. any elected director only becomes a director at the END of the AGM following their election

 

5. the first AGM of the new organisation will be some time after its first year of operation ... but before 18 months

 

So if the new company coming into being 1 July 2016 we get

 

1. an election before December 2016

 

2. for a number of directors between 2 and 4

 

3. NONE of whom are directors until at the earliest September 2017 (must have accounts to hold AGM so can't be on 1 July etc) and latest December 2017

 

4. and NONE of whom even participate in that AGM as they start at the end of the AGM

 

Over to you guys n gal from the board who MUST be in the know - is the above correct?

 

HAS the fact that the 3 man exec will run the entirely of the organisation for a minimum of 14 months without reference to anyone else been ACTUALLY and EFFECTIVELY communicated to members as part of this proposed change?

 

Really looking forward to your comment Don, really looking forward to it

 

 

[Admin]

Been there, tried that, see previous post with what was put forward

 

 

[David Isaac]

Because David, it is very simple...if you have 5 directors it only takes 3 to pass a motion, a real nice little clique group of three to run the entire RAAus and to change that will force the members to jump through hoops at great cost

And if you have 7 it only takes 4 to pass a motion, a real nice clique of 4 to run the entire RAAus.

I understand your concern, but where do we stop and have some measure of confidence in who we ALL (under the new constitution) vote in as directors.

 

 

[kasper]

Oh and to be clear - in post#270 I am not even looking at conspiracy theories of the initial three only opening up 2 new positions ... the conspiracy theory area being of course the initial three would have the numbers to defeat anything the new two could try.

 

And practicality - the initial 3 will have reached 2 years before the second AGM ... do we see them resign/retire in the middle leaving only 2 ... which is a lame duck board ... or do they really go past 2 years as directors and retire at the end of the AGM following the expiry of the 2 years and that could be anywhere between 2.5 and 3 years after incorporation??

 

Practical issues

 

 

[TK58]

The larger the number is less effective is incorrect...better decision making is made when more information is gained instead of being limited to just a few bits of information which promotes very poor decision making. However too many would be as you say ineffective in the case of 13 which will prove to be just as ineffective as 3 or 5. I am gathering that members have always had 7 board members in their mind and is in my opinion and many others I have spoken to the right number but we the members WILL NOT have the right to get what we want without going through all the hoops you 3 have placed on us instead of doing it right first time.Yes, but instead of doing it right now you have decided to not listen to the members and make them have to force a general meeting with 100 signatures and ensure it gets 75% of the vote...how much time and money is that going to cost RAAus not to mention the members own pockets due to you not asking them now. You people are wasting our money in all this as this will go on for years...you are destroying our beloved RAAus

 

Yes but the few on the board will decide what directors it wants, not the members simply be excluding board members #6 and #7 to keep a clique group of control and power that the members will have to fight to change.

 

Every point you have put forward has dramatic negative impact on the members and I can't see why you people just can't see it which either to me raisers the question of you either just have blinkers on and refuse to listen while you power ahead like a runaway train to achieve something that just a couple want OR dare I say it and I hope is not the case and that there is something sinister in the fact that you guys are not listening or even opening your eyes that perhaps you may need to revisit this whole change and be responsible in managing RAAus and our money...BOY I am getting mad now...everything that members have put up here, very worthy of more consideration, has not received any consideration by those pushing the change, all we get is strawberries and cream that us members are told we have to eat

Setting aside that you've contracicted yourself in the first paragraph, your basic argument seems to be that we should have set this whole thing up with an immediate board headcount of seven? You're entitled to that opinion, as are others who share it. Personally I'm not opposed to having a Board of seven and, as far as I know, neither is anyone else involved in this process. But whatever the number it needs to be soundly based on a rationale that benefits the organisation. It's not sufficient to just say "because Ian Baker and others think that's a good number". How does it benefit RAAus to have a Board of seven rather than say five? What downsides might there be? Do the benefits outweigh the downsides? The decision was made that the new Board should have the opportunity to consider that and act accordingly.

 

And there has to be a transitional arrangement. The approach that's been adopted is to have the Executive of the day (which is elected by the Board) be the initial directors and require them to hold an election to increase the numbers as soon as practicable and not longer than 6 months after incorporation. It's certainly true that other approaches could have been taken. It's also likely sections of the membership would have objected to those as well.

 

 

[kasper]

Setting aside that you've contracicted yourself in the first paragraph, your basic argument seems to be that we should have set this whole thing up with an immediate board headcount of seven? You're entitled to that opinion, as are others who share it. Personally I'm not opposed to having a Board of seven and, as far as I know, neither is anyone else involved in this process. But whatever the number it needs to be soundly based on a rationale that benefits the organisation. It's not sufficient to just say "because Ian Baker and others think that's a good number". How does it benefit RAAus to have a Board of seven rather than say five? What downsides might there be? Do the benefits outweigh the downsides? The decision was made that the new Board should have the opportunity to consider that and act accordingly.And there has to be a transitional arrangement. The approach that's been adopted is to have the Executive of the day (which is elected by the Board) be the initial directors and require them to hold an election to increase the numbers as soon as practicable and not longer than 6 months after incorporation. It's certainly true that other approaches could have been taken. It's also likely sections of the membership would have objected to those as well.

But be HONEST - the elections within 6 months have NO EFFECT until they are appointed as directors of the company ... and THAT occurs at the end of the first AGM which is MORE than a year after incorporation ... go to post #270 for the walk thorugh