Query to RAA CEO

[kasper]

And Don ... I gather it is not all sunshine and roses on the board itself over the changes ... or was I the only one to the the mass email out on Friday from one of your colleagues on council setting out a No vote case ... but of course you could just dismiss his position as of course he is one of the current board that disappears if Yes is successful ...

 

Except the case he puts for No is more along the moderates position on here - we want change, we need change BUT this change is too rushed and not ready for the vote it now must face ...

 

 

[gandalph]

Kaspar, I'm a paid up member of the RAA and I the only email I received from anyone at RAA last week was E-News #20 and Constitutional update #6. What have I missed?

 

Could you post the emails here for us all to read?

 

Thanks

 

 

[David Isaac]

Guys,

 

I think we all agree that some changes are necessary. I am not entirely happy with a couple of issues.

 

Whether the current special resolution gets up to adopt the new constitution or not, we need to get the changes done.

 

If the current special resolution gets up, it is a simple matter of getting the appropriate changes formed, checked legally and then we collectively put them up as special resolutions at the next AGM. If the current special resolution got up, the new constitution as it happens, forces the board to put up any members submission to all the members and that would be the case in addition if we moved for some special resolutions.

 

If the current special resolution does not get up, we simply get on with making the case for the changes.

 

I really don't see a major issue here, either way we can get the necessary changes done, anyone can move a special resolution and if it had support it would get up.

 

 

[kasper]

The email was not from the RAAus .. it was direct from the Board Member.

 

I have asked him for permission to repost here and if it is given I will repost in full.

 

 

[gandalph]

Thanks Kasper.

 

 

[gandalph]

I wonder why he didn't send it to all members. I, for one, would welcome an alternative view from the Board (or a Board member) to bring some informed balance to the discussion. I hope your correspondent agrees to your request.

 

 

[storchy neil]

are so the old persons are still at it tell only a few that bull dust xxx has to stop this is way the old board fooled us as members stop that now through every one on the board out cassa will employ em neil

 

 

[pmccarthy]

You cannot be a board member and send out your opinion on board matters to selected members. If that really happened then I despair for RAAus. We don't deserve to be given responsibility for anything.

 

 

[David Isaac]

You cannot be a board member and send out your opinion on board matters to selected members. If that really happened then I despair for RAAus. We don't deserve to be given responsibility for anything.

You arguably can under our current representative model PM, although not quite a good look.

 

 

[Admin]

This is where it is all so wrong and irespective of this specific vote. As an Association a board member has the obligation to advise the members that voted him in to represent them of every matter before the board. He is privy to information that is discussed at a board meeting that members do not know about and must advise the members of this (with the exception of confidential information). He is elected by the members to represent them and must advise them of his opinions and not be gagged otherwise this make a complete mockery of the words representing the members.

 

Well done to that board member for communicating to the members that voted him there of his thoughts instead of keeping them in the dark and taking the party only line.

 

We will lose this if a yes vote wins as it will be a very strong rigid us and them and we must send a voice that us members will not accept the gagging of board members. Vote NO to the proposed changes intil they are done right

 

 

[David Isaac]

Ian,

 

What you have raised are two separate issues.

 

The first issue is separate from the resolution issue and I agree with your first point, we don't have a party politics based board so an individual board member should communicate to whom he represents without fear or favour.

 

The voting on the special resolution is a separate issue and we should all vote as we see fit and my vote may yet change from my first position as it would be better to get some issues resolved first.

 

I am attempting to get across that no matter what happens with the special resolution we can still make changes; it is not all lost or set in stone if the new constitution is voted in.

 

 

[pmccarthy]

David and Ian, I think you are right under our current model. My experience has been in companies, where boards can have vigorous debate but once a board position is agreed and recommended to shareholders then the dissent should remain private. In my opinion that is why RAAus has had such difficulties in the past, and maybe today, that the social club model of governance does not fit a 10.000 member organisation, hence the need for change.

 

It would still be better, in y opinion, if current board members limited themselves to explaining the course of action that has been recommended to us, which I think is what Don has been doing.

 

 

[turboplanner]

Yes, but the changes are much, much less likely, just look at how many General Meetings members have instigated in the past three years. We know, given the very low engagement of RAA members that if these documents in their present form get over the line, it's unlikely that members will make the effort to correct them, and VERY unlikely that and pet concepts will be abandoned in the immediate future.

 

 

[Admin]

David, my personal opinion is that yes, changes and fact many changes will be made time after time if the yes vote wins but I feel it will be much harder to get it right because of the new powers given to the board etc etc etc. We currently have a good board and a member based Association model that gives members more authority to get things done so the changes, in my opinion, without going into specifics that have been highlighted many times by many members here, would be easier made and controlled more by the members.

 

 

[turboplanner]

David and Ian, I think you are right under our current model. My experience has been in companies, where boards can have vigorous debate but once a board position is agreed and recommended to shareholders then the dissent should remain private. In my opinion that is why RAAus has had such difficulties in the past, and maybe today, that the social club model of governance does not fit a 10.000 member organisation, hence the need for change.It would still be better, in y opinion, if current board members limited themselves to explaining the course of action that has been recommended to us, which I think is what Don has been doing.

You've got to be joking! There are nearly 10,000 members, who own the organization today, and you're recommending they be kept in the dark and not engaged in the formation of the day to day policies which affect their pockets and their freedoms.

Just look at the current fiasco where a document, riddled with errors is in it's sixth version, primarily because members have been able to point out these errors, a lot of which were very basic - there's no way members should be letting go of control of their association.

 

 

[Admin]

David and Ian, I think you are right under our current model. My experience has been in companies, where boards can have vigorous debate but once a board position is agreed and recommended to shareholders then the dissent should remain private. In my opinion that is why RAAus has had such difficulties in the past, and maybe today, that the social club model of governance does not fit a 10.000 member organisation, hence the need for change.It would still be better, in y opinion, if current board members limited themselves to explaining the course of action that has been recommended to us, which I think is what Don has been doing.

Yes and we thank Don for that but due to the gag restrictions placed on board members, remember I have been there so I know, us members are only getting one board members opinion which is the party line voice of pushing a yes vote, NOT a balanced view so good on that board member for speaking out to those that he represents. This is what we will continually see in the future, one sided views with the members not being privy to those views from what you call heated debates.

 

 

[pmccarthy]

My point is that you cannot run a larger organisation with members/shareholders encouraged to initiate or join in partisan debates that disrupt the orderly conduct of the business. The company model is 150 years old and works well, that is what is meant by good governance. Local sporting clubs or councils are a different matter - they thrive on dissent and letters to the editor of the local paper but their ability to deliver what the members or ratepayers want is compromised. The company model allows us to elect directors who direct the business between general meetings. Clear direction from the board permits a stable management team to get on and do what is needed in the best interest of members. The alternative, particularly for the staff members, is distraction and chaos.

 

 

[facthunter]

If the situation with the board at the moment was that they were divided on this decision , then a request to delay and amend it would/should have more weight. If I rang any board member I would expect to be informed beyond the official line , as there's no point talking to any one if that is the limit to what you would hear. You would also be entitled to make a case for something contrary to leaving it as it is, otherwise you are really between a rock and a hard place on the representative issue. Quoting what someone said is another matter as it may be in confidence and they will often be misquoting (deliberate or by error). So the official position is the only one to act on or which carries any weight If a decision has been made by the normal and proper structure, and process THAT IS and must remain the position (officially) until it is reversed or amended.

 

Members are required to vote on this, so more rather than less, information would ensure the best outcome. (as is always the case)..Nev

 

 

[kasper]

Under the current Inc structure there is no requirement nor convention for a board member to 'hold the company line' on items of concern so any board member is entitled not just to his/her personal opinion but can voice that however or to whomever they choose.

 

In addition the email was sent to me as part of a group mailing from their personal email account not the RAAus email account - it came as a personal email from a member of the association.

 

All above board and in line with the requirements of this forum I have to have direct permission from him before I can repost here. Hang ten and lets await the response to my request ... not everyone 'lives' online so I hope to get an answer today.

 

 

[kasper]

My point is that you cannot run a larger organisation with members/shareholders encouraged to initiate or join in partisan debates that disrupt the orderly conduct of the business. The company model is 150 years old and works well, that is what is meant by good governance. Local sporting clubs or councils are a different matter - they thrive on dissent and letters to the editor of the local paper but their ability to deliver what the members or ratepayers want is compromised. The company model allows us to elect directors who direct the business between general meetings. Clear direction from the board permits a stable management team to get on and do what is needed in the best interest of members. The alternative, particularly for the staff members, is distraction and chaos.

And given the RAAus in whatever form remains a political entity representing to the policy and law makers of this country positions that members and board members may have wildly differing views on MAYBE the corporate structure is not the best suited?

If this association moves to Corporate structure and abides by convenstion that Board members must hold the company line or failing that resign then this 'representation' of the members is likely to be a very bumpy board ... but not until the original 3 are expanded to 5 ... and at least 2 of the original 3 are replaced ... so not at least until 2018 then under the plans we are being asked to sign off on ...

 

 

[David Isaac]

If this association moves to Corporate structure and abides by convenstion that Board members must hold the company line or failing that resign then this 'representation' of the members is likely to be a very bumpy board ... but not until the original 3 are expanded to 5 ... and at least 2 of the original 3 are replaced ... so not at least until 2018 then under the plans we are being asked to sign off on ...

Kasp,

Help me out here ... where in Corporations Law or the proposed constitution does it say or imply ... "if this association moves to Corporate structure and abides by convention that Board members must hold the company line or failing that resign ".

 

The situation specifically in this matter is no different in the new constitution to the old organisation, but at least the board gets to govern for 12 months uninterrupted and if we don't like what they do we have the power to turf them out at the next election and further in the new constitution we can force the board to publish our concerns to the members.

 

 

[kasper]

Kasp,Help me out here ... where in Corporations Law or the proposed constitution does it say or imply ... "if this association moves to Corporate structure and abides by convention that Board members must hold the company line or failing that resign ".

The situation specifically in this matter is no different in the new constitution to the old organisation, but at least the board gets to govern for 12 months uninterrupted and if we don't like what they do we have the power to turf them out at the next election and further in the new constitution we can force the board to publish our concerns to the members.

What part of 'convention' do you not understand?

A convention is NOT written into the law ... because its just a convention ... a standard and widely accepted practice ... pehaps you could look in a dictionary for assistance?

 

Online dictionary at the top of google has this as the applicable interpretation of convention in this context:

 

"5. a rule, method, or practice established by usage; custom:

 

the convention of showing north at the top of a map.

 

6.general agreement or consent; accepted usage, especially as a standard of procedure."

 

 

[David Isaac]

Come on Kasp ... give me break, Im not that badly edumacated.

 

I understand what 'convention' is. My query was your application of the specific convention you mentioned to RAAus Ltd.

 

Are you saying the Board is obliged to follow 'that' convention in the revised structure? Do Boards of Companies limited by guarantee always follow that convention ... I think not.

 

Members / Shareholders still communicate with directors whether dissenting or not.

 

 

[kasper]

Come on Kasp ... give me break, Im not that badly edumacated.I understand what 'convention' is. My query was your application of the specific convention you mentioned to RAAus Ltd.

 

Are you saying the Board is obliged to follow 'that' convention in the revised structure? Do Boards of Companies limited by guarantee always follow that convention ... I think not.

 

Members / Shareholders still communicate with directors whether dissenting or not.

So can you point me to at least 1 example of a company limited by guarantee where director/s have publicly and openly defied the agreed position of the passed by board decisions?

Reality is that whilst member to director communications do still exist the conventions still apply ... I for one when on the board of the UK equiv. to RAAus which is a company limited by guarantee had to apply the convention ... and whilst this is overseas its not an unfamiliar corporate concept ...

 

Application to the proposals on RAAus - how about only presenting 1 side (the yes vote side) of any special resolution?

 

I have been particularly unhappy with the current Inc board comms on the special resolution as I do not recall seeing any alternate view ... but that's very corporate really isn't it? We have made a decision at board level and that is THE position of the board and that is THE position to be published.

 

So over to you - give an Australian or any example of a company limited by guarantee when the 'convention' of board solidarity to passed resolutions has not applied ...

 

 

[Admin]

But is continually forgotten here by everyone David and in the continual reference to corporate boards is that shareholders only care about making money. Corporate shareholders are not members so we need to stop the comparisons between corporate boards out there because that is not what we are. Corporate boards dont manage the freedoms of their shareholders or lobby to help their shareholders or set rules that shareholders must abide by etc etc etc.

 

We have to stop the comparison between RAAus and corporate boards which is the entire RAAus board's argument for a yes vote so we need to vote NO, get it right for RAAus members first as RAAus is different