Query to RAA CEO

[kasper]

And this thread starkly shows tension that having both an election and a desire/need for business or management skills creates when the underlying operations are not a for profit business but a member association.

 

Elections are beauty parades (or if apathy prevails people getting strong armed into standing) and it mattes not what skills they have compared to a desired list managed by the existing board ... a completely incompetent (from a business perspective) but very charismatic and charming pilot has as much if not more likelihood of winning an election over a dour grey perfectly competent in the desired areas person.

 

If you are NOT pre-qualifying candidates against stated personal attributes (and the proposal does not say they want to do this just make everyone state their business backgrounds on their candidates statement) then you have to live with the fact that the management board of directors MAY NOT have everything you want ... and you damn well better have very competent employees who can guide the management board on areas where they do not have the specialty or skills

 

 

[Geoff13]

With a membership of 10,000 and a participation rate in the management/politics of the association as low as not only ours, but most of these types of group are, it is almost inconcievable that you will ever end up with the perfect set of skills.

 

Whilst all this detail is important, what is more important here is not the skill set of directors but the constitution/proposed constitution. As I see it the proposed constitution has flaws and if you want to change something as important as a constitution you need to convince me that the proposed one is better than the old one.

 

I might be a hard sell but I am not yet convinced.

 

 

[Admin]

With a membership of 10,000 and a participation rate in the management/politics of the association as low as not only ours, but most of these types of group are, it is almost inconcievable that you will ever end up with the perfect set of skills.

Yes Geoff however I wonder whether a lot of that has come from the old days and where the proposed constution may address that in not having regional representation. Now, firstly let me reiterate that I am voting NO because it is a all in or all out scenario and whilst it may address some things it either doesn't address as many as it could nor what it does address is addressed properly.

I propose that in the past many members may not have put their hand up for 2 reasons:

 

1. The current boards were in such a shambles that no one wanted any part of it

 

2. Members did not put their hand up because current board members restanding had their friendship groups in their regional areas so strong that no one thought they would have a chance

 

This is why I am promoting a few titled roles who can be elected on their skill sets to a specific titled role that RAAus needs on the board to ensure they get that skillset as much as possible whilst having a group of non regional based members that won't get elected by having their local friendship groups. Both of these I believe will see more members putting their hands up and we will get better boards.

 

But the proposed constitutional reform doesn't allow for this and we could end up with boards of similar skill sets whilst missing out on the skill sets that RAAus really needs. Also the current proposed constitutional reform takes the power away from the members to do great things as the couple of directors will control it.

 

 

[01rmb]

I still have major concerns over the broad based objects of the company, lack of disciplinary process and dispute resolution process enshrined in the constitution, lack of appeal process for new membership applications and discipline process and a members charter that is is more about what a member needs to do for RAAus and limited on what members can expect from RAAus.

 

The major problem is the objects are so lose a 'future' board could divert the company away from what members expect - administering pilot certificates and aircraft registrations which are not even referred to in the constitution. Further, the constitution has 'recreational aviation' in only 2 places - as the title of the constitution and the name of the company - nothing as to what the company represents for members. Aviation only gets a couple of mentions in the objects for the company to advance aviation and training in aviation (but also spacecraft), as well as members register to meet aviation authority & laws. The only time license or certificate gets a mention is where the company will keep a record of member's certificates. Aircraft registration - nothing... Classes of membership to fly or instruct etc - nothing...

 

 

[Oscar]

I ascribe to the view of Churchill, that 'democracy is the least worst option'... and I certainly support the idea that RAA needs salaried staff to cover skills areas in the mechanistic sense of being entirely capable and efficient in the procedural aspects of conducting the overall business of the organisation according to the strategic vision and direction of the Board - that is simple business sense.

 

In terms of the 'beauty contest' argument - well, that has certainly been proven in the past, I would be the last to argue against that!. However, I do suggest that the removal of geographical considerations for voting plus the idea that the election of at least some of the Board by members judgement of the best available candidate with specialist skills in necessary areas should at least limit /minimise the occurrence of that.

 

The old adage of 'if you want a job done, get a busy person to do it' is very true, so I suggest that the use of electronic communication is absolutely essential to reduce unproductive time for Board members; I understand that there have been great strides in this area and hopefully the opportunity to fine-tune that will continue. it may be necessary to provide a dedicated ( or certainly, focussed) staff position to act as a Secretary to the Board to maximise its efficiency (and while the CEO is - I assume - performing that task at the moment, that may not continue to be a viable option if the rest of the management workload makes it too much of a distraction.)

 

However - in all of this debate - in reality, which is the greater concern for the general membership: the democratic or otherwise nature of the management or the performance of the essential services that RAA must provide to meet its delegated responsibilities?

 

 

[kasper]

So why did we not just start with a blank piece of paper and say something along the lines of this for a Corporate structure

 

Board of 9 people made up of:

 

- 4 appointed by board from industry/business with skill sets as determined by the Board

 

- 5 appointed from the membership following nomination and election

 

the 4 appointed board members being remunerated - not big $$ lets say $7500/yr inclusive of super

 

the 5 elected board members not being remunerated

 

That allows both the flexibility and targeted skills sets and maintains the membership representation ...

 

There was and is huge flexibility on design of what COULD HAVE BEEN that would have addressed many of not all of the tensions that are being hashed over here but we did not .. and the process of 'member consultation' was so poorly communicated and the final drafts so late in time available people with an interest could not see or understand what had been received and the response was - was it rejected or not just incorporated yet?

 

eg my change requested on when membership ceases was sent in as a comment on draft 1 but only appears for the first time in the final draft ... and nothing in the interim 6 months on was it accepted or rejected ... and sorry Don by being the only voice here from a member of the board (accepted not as the board voice) very strongly saying that I was wrong what are people to think ...

 

 

[Admin]

Great idea Kasper and the various scenarios like this for each element of the constitution needs to have been put to the members through the consultative period instead of a couple of people dreaming up what they want and then push it on the members saying this is what you have to have.

 

If a NO vote wins putting each element of a constitution to the members to discuss and decide will be the way I will support when I put my hand up to assist

 

 

[rhysmcc]

Under the new constitution the members have the option to vote on "titled" positions. For example if the board decided they needed more legal exposure they could call for nominations from members with a legal background. It's then up to the members to vote between those who put up their hands. Now it's possible for someone without the legal background to nominate and be elected, but then the blame falls squarely at the members as its what as a collective they decided was more important. Isn't this the way it should be? The members getting the advice from the board and then making the decision?

 

You'll now need more votes to get elected than before due to the smaller number of positions vacant at each election (could be as low as 2).

 

 

[frank marriott]

Some people,atleast, advocate greater member participation I.e voting and feedback in a member based organisation. Sounds like a reasonable objective.

 

Do you think this is likely with 2 positions for an unknown academic with likely unknown/little aviation knowledge or even exposure?

 

Good luck with that.

 

 

[Geoff13]

I gave Frank a funny because I think his comment is hilarious but sadly true.

 

 

[Oscar]

Frank - I think you have too little faith in the spread of competencies and the very wide diversity of backgrounds that RAA has in its membership. I would think that, if there is no candidate with suitable skills AND the ability to demonstrate / convince the members that they at the very least understand the world of Rec Av. - nobody will vote for them.

 

It is - seriously - a far more fraught path to expect that someone with a good general background in aviation matters can become an instant expert in sophisticated professional disciplines such as financial strategy planning, legal procedure, practice and liability mitigation, sales and marketing - to pick up on Ian Baker's list - than for a Board with a good spread of Rec. Av experience to explain and argue the intricacies relevant to the Rec Av milieu when discussing strategic plans for action in those areas.

 

Rec. Aviation is not some rare and unique beast for which the general rules applicable to real life cease to apply. Rec. Aviation is not going to be successful in arguing that 'the vibe' is a defence against an adverse Court finding of liability, of suddenly finding itself bankrupt, or of dying a slow death because membership declines below the critical mass needed to make it viable. And - and you, of all people, appreciate this- it's no damn use having Board members who think that just shouting against CASA etc. will change the real world. RAA has to operate in the real world.

 

I am proud to say George Markey was a mate, but even as far back as the HORSCOT enquiry, his ultra-combative approach was a negative for the advancement of the AUF. George was very possibly the irresistible force needed to bring the AUF into being - and from it, eventually, the RAA: but force of personality is NOT what RAA needs now. It is NOT, to be realistic, an over-arching CLUB of members - it is a service organisation with responsibilities for the discharge of its delegated authority. I would go so far as to say that I believe the 'CLUB' function is far, far better handled at the regional level, with the growth of many damn good regional clubs.

 

In regard to the actual demand for 'democracy' in the management of RAA, even those most passionately espousing this cause accept that voting from the membership for the Board members rarely exceeds perhaps 10% of members? That is hardly a resounding confirmation that 'democracy' is a major concern. I contend, that that level of participation, is proof positive that what a very large majority of members want is the execution of the essential functions required to keep their aircraft and their PIC qualifications (and probably, the group insurance cover) accomplished competently, effectively and cost-efficiently.

 

I don't mean to denigrate the strongly-held beliefs of some, that RAA should operate primarily as a community of like-minded aviators - a 'band of brothers' (forgive the sexism inherent in that, but 'a band of siblings' just hasn't caught on as a catch-phrase yet) bonded by flying. It would be interesting to find out how many RAA pilots/owners/operators are members of local flying clubs vs. the number of RAA members who vote for Board elections - I'll bet it is higher for the former category.

 

Frank - I think it is a somewhat harsh truth, that more than 80% of RAA members simply don't care who is on the Board; what they want is their flying to be able to continue legally with minimum cost. Let's not be deluded here: CASA has already stated that it does not intrinsically support a monopoly position for any Sports aviation organisation to be the only supplier of compliance services.

 

Given the exhibited apathy of something like 80%-plus of members to participate in the exercise of democracy, do you seriously believe that they would not defect to a competitive simple business service that provided all the essential services they require at less cost? That is not a rhetorical question; working with George Markey until a few days before his death, I modelled a system to do exactly that and I think it would have had a very decent business case, though we didn't get that far. While I have no personal interest in doing any such thing, that doesn't mean others could not also see a business possibility here.

 

RAA actually requires quite a considerable premium simply because it is a psuedo-democratic organisation. It remains, to date, not a particularly efficient one by modern business practice standards. I'm sorry if this seems a challenging statement - but do you honestly believe it is incorrect?

 

 

[frank marriott]

Oscar

 

Just an observation, I am quite over all the BS, can't wait to see the results of the general meeting. If this is the way members decide, count me out, I'll wait and watch.

 

I've been on a 6 member board and never again (even if I was invited)

 

 

[Oscar]

Frank, I am sure you know that you and I sing to the same song-sheet on many issues!. I happen to think that RAA has the best Board it has had - possibly ever - right at the moment, in terms of the expertise, experience,and commitment to getting the organisation to be really effective.

 

I would really, really like to see RAA re-draw the way in which it operates so that the 'regulatory administration' function is far more effective and cost-efficient than it is, and that the 'community representation' function is strengthened considerably.

 

I personally believe, that if RAA does NOT have strong and effective local community representation, we are likely to see further reduction of airfields as Councils get their hands on decent local airfields and sell them off - which will reduce the availability of not just convenient airfields but also the re-location of maintenance services that RAA members need, access to fuel supplies etc. It's going to be self-defeating if RAA members become 'all dressed up, with nowhere they can go'. And, I suggest, that the selection of 'local representatives' is very much an area in which the local membership SHOULD have the opportunity to vote: to select people they can all rally behind to make a strong local voice.

 

The management of the regulatory administration side, is basically mechanistic. The regulations are imposed on us - they are not a matter for member approval. Yes, there is a role for the RAA to be representative of what its membership would LIKE to be incorporated - but in reality, when one looks at the history of say, the push for a greater MTOW, it was simply swatted down by McCormick and RAA had no further recourse to action. I'd want to see RAA continue to push for regulation change in accordance with member preferences - but to take a dispassionate view, how much cost will RAA members bear for that to happen? RAA can only do what its resources allow and given the complexity of national and international standards, there is not much room there for change. Possibly, there is room to consider a cost structure for membership that isolates the costs of regulatory compliance from the costs of 'advancement of members' interests'.

 

The compliance with regulations issue, is not optional. Nobody can fly if they are not legally compliant for the registration of their aircraft and their PIC qualifications. To me, that is my FIRST concern, otherwise I have an aircraft (well, when I HAVE a registerable aircraft!) - because otherwise, it's a bloody lawn ornament - or more precisely, a piece of useless junk in my workshop. Honestly, there is NO degree of 'democratic participation' which would make a gnat's gonad of difference to whether my aircraft and my PIC qualification is legal: either they comply, or they don't. End of story.

 

So - is it such a stretch, to suggest that the FIRST thing to be sorted with any change to the RAA constitution, is ensuring that a management structure that can deliver the regulatory compliance function, should be achieved? THEN, there is much scope for members to seek additions to that to support 'member interest' issues?

 

There is no explicit - nor I would suggest, implicit - connection between the degree of 'democracy' involved in the appointment of Board members and the potential for delivery of regulatory compliance services. My position in all of this is: get the primary responsibility for RAA working first, and then seek to expand it.

 

 

[frank marriott]

No arguement Oscar, just an observation, and totally happy to accept the members choise, whatever that be.

 

I have opinions on operational matters that "I" think should be done better and was hoping to have the matters at least discussed at board level - but if it not is to be, so be it, no skin off my nose. I can just continue flying my aircraft (legally) and try to ignor the other matters as I have successfully achieved with CASA for the last 36 years.

 

One can only try.

 

 

[DonRamsay]

Ian,

 

. . . 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. . . .

Can we please settle this Corporate versus Association once and forever?

 

The facts are:

 

• RAAus Incorporated is . . . a corporation - formed under an Act of the ACT Parliament.
   
   
  

 

 

 

 

• RAAus Limited is . . . . . . . a corporation - formed under an Act of the Commonwealth Parliament.
   
   
  

 

 

What you can and can't say in your constitution in both cases is defined by an Act of Parliament.

 

Neither is more or less flexible just the penalties for a director who breaches his duty is much more severe under the Commonwealth Act .

 

Because RAAus currently operates outside the ACT, it has to be registered with both the Commonwealth and the Aus Capital Territory.

 

Please, can we not have any more suggestions that somehow we lose some flexibility by being a Company Limited by Guarantee.

 

If you really want RAAus to be set up as an unincorporated Club

 

then all the members will need to accept UNLIMITED LIABILITY.

 

Clearly, the reason for incorporating is to obtain protection for the members by invoking LIMITED LIABILITY. That great benefit, bestowed by the respective Act of Parliament, comes with conditions that are not avoidable.

 

If anyone does not get that then they should not be considering a stint as a Director of a Corporation regardless of what act, of which parliament the corporation is incorporated under.

 

I am very happy to listen to members but I am obliged not to act on the advice of members who do not appreciate applicable law. I'm no legal expert and we don't have any corporate lawyers on the present Board so we do what a prudent director does and seek the best legal advice available - and listen to it. Critically, we act on that advice. We do not dismiss their advice and act on the advice we heard from less qualified people who happen to be recreational aviation pilots.

 

DonRamsay said:[/url]↑

 

 

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

I think you would agree, Ian, that there is clear support for Board numbers to reduced from 13 to around half that number. I have not heard one coherent argument against that - and I have been listening.

 

 

 

Should the number be left at the initial three directors? It would certainly make for a very efficient and low cost Board but members may feel that might be too few Directors and I'd agree. We can use a bit more diversity of views and range of skills than is likely to be available from just 3 amateur pilot/maintainers.

 

 

 

Five is a workable number to start with and the Special Resolution of the Members agrees with that and requires that as soon as is practically possible, the initial Directors will cause an election to be held to achieve at least a five person Board. It would be reasonable to expect that to have happened by the end of the AGM in Oct 2016.

 

 

 

While the initial 3 Directors were not directly elected to RAAus Ltd, they were elected by the people who make up the initial members of RAAus Ltd. and made the initial Directors by the same Special Resolution that made all the members of RAAus Inc the initial members of RAAus Ltd.

 

 

 

The Constitution that is created by the Members' Special Resolution sets a maximum of 7 directors and I think most would agree that that is a practical maximum. Beyond 7 and we would have more directors than managers plus assistant managers and that would be just too many chiefs . . .

 

 

 

So what is the right number and does it really make that much difference whether it is 5, 6 or 7.

 

 

 

Well, it could. If we started with 7 you could never know for certain whether 5 might have been the right number. And, it would be practically difficult to impossible to ever to go down to 5 once you have 7 on the Board.

 

 

 

So, who/which members will be in the best position to work out whether five is enough or not enough?

 

 

 

How about the five directors that have been democratically elected by the members. They will have worked on a five person Board at RAAus? They should know. And, if the members decide that those five directors are wrong and it should be 6 or 7 then all it takes is for one member to write a motion for a Special Resolution and get one other member to second the motion and send it to the Secretary who is obliged to put the motion on the agenda for the next general Meeting or AGM.

 

 

 

It is very clearly not up to "just 3 people" and it troubles me that you could come to that conclusion when the facts are so clear.

 

 

 

 

 

 

[DonRamsay]

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.

Could you have a look at my response to Ian on this question. I've tried to set out a balanced discussion and, to the best of my ability, I think that, in that discussion, I've answered the thrust of your question.

Don

 

 

[DonRamsay]

With a membership of 10,000 and a participation rate in the management/politics of the association as low as not only ours, but most of these types of group are, it is almost inconcievable that you will ever end up with the perfect set of skills.

Geoff,

I agree "perfect" is unlikely in any endeavour and where a free democratic vote is involved . . . . but I believe we can do much better than we have in the past. Starting with five directors will give the Board an idea of the skills they have on deck and the skills and/or experience that would enhance the Board's capabilities.

 

Directors do not need to barristers or CPAs. It certainly wouldn't be a disadvantage to have one of each on the Board but not essential. What is more useful than a "one trick pony specialist" is a number of directors who have a cross section of skills. For example, all directors should be clear about how to read a balance sheet and P&L statement. They don't have to be able to prepare one just have experience of interpreting the numbers into a picture of the soundness or otherwise of the corporations finances.

 

As I see it, two things have to happen to get a sound, capable Board in place.

 

1. We have to get capable candidates to stand for election;
   and
    
    
   
2. We have to give voters the information that enables them to make an informed choice.
    
    
   

 

 

We can't make anyone stand for election and we can't make voters choose the best candidate.

 

But, we can all get off our butts and have a look around amongst our friends and fellow club members and find people who would make a good candidate. We could try and persuade them to accept nomination and offer to help them with campaigning. We can also all try and get a much greater percentage of our members to give up on their complacency (sounds better than apathy) and vote.

 

Or, we could all leave it up to somebody else and then you will probably be right with "inconceivable".

 

Having every member, regardless of where they live, able to vote for any candidate, regardless where they are from, is likely to give us a better result than happens now when a Board Member is "elected" unopposed or wins with a tiny percentage of members voting.

 

With just the two Board positions contested in a given year, it is extremely unlikely that we will have a shortage of candidates. At the moment we frequently have only one candidate for one Board position. Sometimes we have had zero candidates for a Board position.

 

With an election statement having to have reference to a generic list of preferred skills for a director of any corporation, it is reasonable to expect it won't be just a "beauty Contest" / "popularity poll" but a genuine considered choice by voting members. Many election statements in the past just quote years of experience as a pilot as their main claim to become a director. Perhaps for the first time, members will have the basic information on which to make an informed choice and that has not always been the case over the last 10 years or so that I know of. And potential candidates will have a generic list of knowledge and skills that would make for competence as a director. Many members now don't vote because they don't know the candidate and their election statement provided no incling as to whether the candidate would make a good director.

 

Whilst all this detail is important, what is more important here is not the skill set of directors but the constitution/proposed constitution. As I see it the proposed constitution has flaws and if you want to change something as important as a constitution you need to convince me that the proposed one is better than the old one. I might be a hard sell but I am not yet convinced.

Geoff, if it is not too annoying for you, could you succinctly list the particular issues you have with the draft Constitution and I will respond with whether we can agree or agree to disagree.

 

Regards,

 

Don

 

 

[DonRamsay]

And of course the claim has to be from the legal entity that obtains the advice ... that would be RAAus Inc. Sure hope RAAus Ltd is the same legal entity under the corporations law or the new entity has no recourse because it will not have obtained the legal advice ... just asking

Kasper, if you have a look at s82 of the Inc Assoc Act, the process for morphing from Inc Assoc to company limited by guarantee is enabled. There is zero legal doubt that all of RAAus Inc become RAAus Ltd. The members, all assets, liabilities, contracts, staff, members, everything that was RAAus Inc becomes RAAus Ltd. The contract RAAus Inc had with their legal advisers becomes novated so as to be the same contract with a slight change of name. RAAus Ltd can sue for failures to RAAus Inc. as if RAAus Ltd was RAAus Inc. Sorry for reiterating all that, I had posted that before, I'm sure. Who knows what thread that was in . . .

 

 

[DonRamsay]

If you have drfined titles of say 3 board members based on the skillset needed for RAAus it would be much easier. For example if one titled role was "Legal" qthen you would have those 7 lawyers being put forwayd for that 1 titled role.My 3 would be

 

Legal

 

Sales and Marketing

 

Finance

 

The rest of the board i.e. 4 more members would be general aviation/business people and a CEO that was member focused. That's my ideal RAAus management make up

We need to remember that the Board is a governing body in charge of policy and overseer of Corporate Strategy and to a lesser extent tactics. Broad based skills are required rather than specific specialist skills and experience. For example every director must be able to read financial reports and understand the implications of what's in the reports. That cannot be delegated to a Board member who is a CPA.

 

A volunteer director could not reasonably be asked to prepare formal legal advice or take a matter to court on behalf of RAAus. If RAAus is in need of legal advice, you need to know enough about law to know what questions to ask the law firm assisting and whether the answer you get is the answer to the question you were asking. You do not need a law degree and admission to the Bar to be on the Board of RAAus. Chances of getting a Spencer Ferrier on the Board of RAAus would be close to zero.

 

The Board has no right to require a particular skill of a candidate. The election process is intended to give voters an idea of generic director skills not specialist skills. The Board could publish a statement that the Board did not have a lot of skills in the area of aviation engineering but cannot dictate that a candidate must have that skill to be allowed to stand for election to the Board.

 

Don

 

 

[DonRamsay]

You may have noticed that I'm having a little trouble handling the pace and keeping up with all that is written here and providing responses in real time. I hate to see stuff written that would benefit from clarification and doesn't get it leaving people with misconceptions.

 

There is one concept that needs clarification and that is elections and when directors take up their position. There are some things that appear to conflict especially:

 

• the direction from the SR that says the Board must ensure an election is run before the end of calendar 2016
  and
   
   
  
• the Constitution that says that elections are triggered by the need to replace directors whose term expires at the end of an AGM
  and
   
   
  
• that the first AGM has to be within 18 months of start-up.
   
   
  

 

 

It is not unarguable but I still believe that the Special Resolution is a one-time variation on the Constitution in the startup phase and that the directors elected under the SR to bring numbers up to a minimum of 5 can take up their appointments as soon as the election has been declared. This has nothing to do with By-elections or casual vacancies. This is a one-off election not triggered by an AGM as is the general case thereafter. It would be illogical to think that the directors elected because of the direction from the SR can not take up their seats until something like 12 months after they were elected because the first AGM doesn't need to happen until 18 months after start-up.

 

Rhys (and possibly 01rmb) suggested that a solution would be to have an AGM for RAAus Ltd in 2016 at around the usual time (Oct 2016) and the election of the extra directors declared at that AGM. They would take up their appointment at the end of the AGM in Oct 2016 with no clash with the Constitution provisions. Having an AGM for RAAus Ltd only a couple of months after incorporation would seem a bit odd but is doable. Of the three initial directors in office at the beginning of that AGM, one would have to retire but could be available for re-election if they desired to nominate.

 

The downside to doing things that way is that, of the Board that was in office with RAAus Inc., as few as two would still be in office after the Oct 2016 AGM, and that could represent a risk to continuity and "corporate memory". Not the end of the world though.

 

Don

 

 

[01rmb]

Don - thank you for your considerable effort engaging and consulting providing information/clarification on the forum to try to clarify and explain issues raised by members interested enough to to provide feedback.

 

Not knowing what other feedback was provided to the CEO, my observation of the conversation here (on the whole) is an official board position was probably needed earlier in the process to enable the draft to be revised to tidy up a few details or explain the board's position before being put to a vote.

 

 

[Admin]

It is very clearly not up to "just 3 people" and it troubles me that you could come to that conclusion when the facts are so clear.

Sorry Don but again you are not listening or reading the posts...it IS up to a minimum of 3 if you have a 5 person board because that is what it takes to pass a motion. A 7 member board will take a minimum of 4 which is not much better but still better than 3, a 33% improvement. 7 members on the RAAus board is much better and you are making us members have to jump through a hoop to get it instead of asking the members whether they want 5 or 7 now or in the consultative period, instead you are telling us what we want instead. In my opinion you should have asked the question of us first...that is the meaning collaboration with the people who elected you to do what THEY wanted, not what you wanted

 

 

[Admin]

Broad based skills are required rather than specific specialist skills and experience.

Again Don, that is just your opinion and may not be the members but you haven't asked them for an opinion, we are not stuped mushrooms Don or little children, sorry I am getting mad again with the way the members are being treated nay neglected

 

 

[Admin]

Sorry Don, I know at times I come on a bit hard, which I apologise for, the passion I have for RAAus takes over. It is just that if a few members have come out and said 7 board members are better, titled roles may be better, the time frames for elections to get board members going, the dispute process is wrong etc etc etc, I would have hoped that instead of a defensive view being taken by the board they would have said ok, the members have brought out what they may want which is different to what we are pushing. Whether a few membets are right or wrong we need to find out if they may be right first. So let's ask the members before we push this down their throats and get it better afterall we are here to do what the members want. You have said it could been done better, well lets do it better for everyone instead of defending what we are pushing. It takes a man to admit that you have made a mistake but the only time you get respect is when you have the guts to fix the mistake, and that's what the board need to do. Once again I apologise for my passion

 

 

[DonRamsay]

Sorry Don, I know at times I come on a bit hard, which I apologise for, the passion I have for RAAus takes over.

Absolutely no need for any apology for caring Ian. As we all know, RAAus got into strife because not enough members cared enough. As long as we stick to attacking a viewpoint not the person with that viewpoint the mods should let us go at it which is how you have the site structured now.

The discussion on here has put the flame to the belly on several positions I've argued and conclusions I've reached. At times it gets a bit wearing but it has been for me a useful process for clearing my mind. I have no objection to anyone holding any view they like. But I will always step up and counter an argument that contains factual errors and there by a false conclusion. I will also attempt to persuade people with the logic of my conclusions. No doubt I have occasionally lost it on here and then calmed down and apologised. I can think of probably 3 occasions on this thread alone.

 

It is just that if a few members have come out and said 7 board members are better, titled roles may be better, the time frames for elections to get board members going, the dispute process is wrong etc etc etc. . .

I've given, I think a detailed explanation as to why I, personally, would vote to start with 5 directors so I won't repeat that other than to use it as an example of how decisions like that have to be made.

The way this argument has gone is fairly typical and the opposite of "not listening". Typically, somebody expresses a view that they would like to see us start at the maximum number of 7, perhaps because they have fear of concentration of power in the hands of a few. We then have a discussion that may run to thousands of words. One says 13 is too many and dilutes power to the extent nothing ever gets done or it takes forever and costs too much to get anything done. Somebody argues for 3 as being most effective and cost efficient. Somebody else likes 6 because of the numerology advantages - it is an even number and works well with the fact that 2 directors retire at each AGM and directors terms are a max of 3 years. Somebody else likes 5 because if you start at 7 it will be too hard to go to 5 once you have 7 on the Board.

 

In the end, somebody has to make a decision - should we start with 5, 6 or 7? This is where the members who were elected to make decisions come into play, the Board Members. So, a decision is made. Not everybody is going to like the decision especially if the answer is 5, those who thought 6 or 7 were better numbers.

 

The Board "enjoys" limited powers delegated to them by the members via the Constitution. But, ultimate power rests solely with the members. If you don't agree with the decision of the elected officials, you, as a member can:

 

1. vote the elected officials out of office if you can persuade enough fellow members to vote that way and campaign to have a member elected who likes your number better.
   This is of course not a quick solution. And could take a year or two to achieve if the membership generally preferred your number.
    
    
    
    
   
2. you can propose a Special Resolution to require your opinion, say 7, to be both maximum taking all discretion in the matter off the the Board. This can be quicker and takes just a proposer and a seconder to get it on the agenda of a general meeting - either normal, scheduled general meeting or one you and 99 mates call. It could take between 1 and 3 months.
    
    
   

 

 

This may appear a trivial matter to be going to a special General Meeting about as RAAus is not going to fall in a hole whether it had 5, 6 or 7 Directors on the Board. But it is typical and the same logic applies to the other issues you raise as examples where opinions of individual members contributing here differ from the proposed reform.

 

. . . I would have hoped that instead of a defensive view being taken by the board they would have said ok, the members have brought out what they may want which is different to what we are pushing.

What you say is "a defensive view being taken by the board", i.e. defending a position, could also be seen as offering an explanation as to why that position was adopted, the logic behind it, and countering false assumptions and clarifying factual or legal errors that underpin a counter position. Surely you aren't suggesting that the person whose decision is being criticised should just roll over and agree to whatever is put to them by another poster?

In a reasoned debate, both sides state their position and the facts and logic that support their decision. Then both sides test the other side's logic and facts. Then it's just a matter of weighing up the arguments and agreeing one position or the other or agreeing to differ and move on.

 

A reasonable discussion is not demonstrated by one person putting forward the basis of their decision and the other side saying you are wrong, we are right and you should listen to us and change your position to ours.

 

. . . You have said it could been done better, well lets do it better for everyone instead of defending what we are pushing.

What I said could be better was the process of rolling out the drafts to the members, not its fundamental direction. Everything can always be better but it is almost, by definition, impossible to achieve perfection. As you move from very good towards perfect, there is a diminishing return. To get from ordinary to good doesn't take a huge effort. To get from good to very good takes a lot of effort. Getting from very good to perfect usually requires infinite resources with no guarantee of ever getting there. Near enough is not good enough but we must not lose a very good reform for the sake of striving for unachievable perfection at the cost of yet more delay and more expense.