Query to RAA CEO

[gandalph]

The Oxford dictionary has its primary definition of the noun Convention as "A way that something is usually done." It is not company law. But it is "generally accepted behaviour". It can be ignored if it is believed there is a valid reason to so do. A Board member who continually leaks Board matters could expect to receive the general disapproval of the rest of the Board and would probably be seen by the shareholders as untrustworthy with an appropriate electoral response when he next stood for election.

 

I would hope, and I'm pretty confident, given this Boards demonstrated commitment to consulting with the membership and keeping us informed, that on contentious matters they will seek guidance from the general membership. Having said that, I am disappointed that the Board has not put forward the arguments against the proposed changes.

 

The "convention" was that the Senate would not deny supply to an elected government. But we now know that Convention can be ignored

 

 

[David Isaac]

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 ...

Kasp,

 

This is a 'Not for profit' structure limited by guarantee as you know. The members / shareholders are not permitted to receive financial reward (except when providing a service to the company). This is NOT a normal corporate structure where the directors are compelled to get the best financial returns for the members. This structure is especially suited to large clubs and associations. I have been both director and chairman of companies limited by guarantee.

 

Whenever the board presents a special resolution to the members, the Board have obviously voted in favour of it, but should still provide opposing views to the members (hasn't happened this time I regret to say), not so if a member(s) presents a special resolution, the board cannot prevent the special resolution unless it contravenes the law, in such cases the board should present the affirmative and opposing views to the resolution.

 

The company limited by guarantee is essentially set up to provide better governance but still MUST operate to the protect the members interests. Of course there will be dissension at board level from time to time and we would be naive to think that wasn't communicated / lobbied to the members, that is what the right of speech and democracy is all about. Don't ever make the mistake of thinking you can muzzle an Australian Director on any issue of dissension !

 

I don't know what circles you limit yourself to but every Club that I have been a member of that is a company Ltd by guarantee has Board dissension from time to time. I'll name at least one for you 'The Central Coast Aero Club Ltd. established 1972, I have been a member since 1980.

 

 

[gandalph]

Well that's about the most feeble argument against the proposal I've yet seen Ian.

 

 

[gandalph]

Kasper your "show me one example" seems to rely on the presumption that because it hasn't happened, it can't/won't happen. That argument founders if you consider the presumed Reserve Powers of monarchy or the Govenor General and my previously mentioned convention regarding supply . They are conventions that hadn't been used before, then along came Malcolm and John and the rest is history. The fact (or presumption) that something hasn't been done before doesn't mean it can't be done.

 

 

[David Isaac]

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.

There is nothing in the structure of a company limited by guarantee to prevent an elected director from communicating what he should with any member. All it ever required was a director with courage of his convictions and it still will require a director with courage of his convictions

 

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

How can we lose in any case. We the members of the company have the right to put up any special resolution at any time, this paranoia is exasperating.

[gandalph]

Ah! The administrator thinks I was being funny when I called his argument weak.

 

No Ian, I was being quite serious. I hope you're not going to follow the Headmaster's trend of believing anyone who has the temerity to disagree with him is in some way funny.

 

 

[David Isaac]

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.

Ian, you are confusing the issue. RaAus Ltd will be a company limiuted by guarantee, a NOT FOR PROFIT. The Board is NOT permitted to make a distributed profit to the members. In all corporate structures, the shareholders are members of the company and all members are shareholders. Why complicate the issue with smoke and mirrors. Our Board is compelled to maintain the freedoms and rights of its members within the law in our new constitution so what s the problem. This argument is not helpful or logical.

 

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

RAAus is no different in the sense of obligations to members and their rights than any of the 1000s of associations and clubs that have a company limited by guarantee structure.

[kasper]

Kasper your "show me one example" seems to rely on the presumption that because it hasn't happened, it can't/won't happen. That argument founders if you consider the presumed Reserve Powers of monarchy or the Govenor General and my previously mentioned convention regarding supply . They are conventions that hadn't been used before, then along came Malcolm and John and the rest is history. The fact (or presumption) that something hasn't been done before doesn't mean it can't be done.

But consider this:

The Inc association we currently have is a less controlled form than the any Ltd structure - that's part and parcel of the Yes argument being put forward

 

Everyone here seems to accept that the NO case SHOULD have been put forward ...

 

Whats to be expected under convention of corporate agreement?

 

Sorry but corporate convention is you go with the agreed decisions or you resign - and on a member based organisation with political representation that's a tension ... and consider the position of RAAus board directors not leaking but openly communicating is conflict with agreed board position - how does that look and how will that work when were that to be the case you will effectively be able to lift the lid on who voted which way on decisions ...

 

 

[David Isaac]

.............................Sorry but corporate convention is you go with the agreed decisions or you resign -.......

Oh you British boys are so proper ... That doesn't happen here, we stay where we are and lobby buddy, if you resign you lose your influence, stay and put up a better argument for support ... this is Australia, don't make the mistake of pissing off an Australian director. LOL.Im not having a go at you buddy.

 

 

[Admin]

David, as I said in my opening line it is irrespective of this vote meaning it is outside of whether this vote ends with a yes or no. It is commenting on the board gagging board members as I have seen first hand and reiterated to me in a meeting a few weeks ago

 

 

[David Isaac]

David, as I said in my opening line it is irrespective of this vote meaning it is outside of whether this vote ends with a yes or no. It is commenting on the board gagging board members as I have seen first hand and reiterated to me in a meeting a few weeks ago

The Company should only appropriately gag directors on matters of 'in camera' discussion and matters of 'commercial in confidence'. Directors should also use 'good judgement' on matters not yet decided. It is up to the Board to declare what matters fall into these categories. General gagging is a destructive culture.

 

 

[Admin]

Ah! The administrator thinks I was being funny when I called his argument weak. No Ian, I was being quite serious. I hope you're not going to follow the Headmaster's trend of believing anyone who has the temerity to disagree with him is in some way funny.

No not at all but it is an oinion that everyone has the right to say without being ridiculed. If you disagree with someone put the case forward against the argument but dont play the man in a belittling way

 

 

[kasper]

Oh you British boys are so proper ... That doesn't happen here, we stay where we are and lobby buddy, if you resign you lose your influence, stay and put up a better argument for support ... this is Australia, don't make the mistake of pissing off an Australian director. LOL.Im not having a go at you buddy.

Wow - Board confidentiality on decision making and agreements is not required for these companies in OZ?

If that the case Don and co count me in for director pool at first election - the fun and games alone can then be webcast to the membership at large to see how things work ... after all I have been in board meetings where we have had to state at the start of every meeting no consent is given for directors to secretly record meetings and/or disseminate any recordings ... just to maintain the unity of the board decisions.

 

Oh and BTW that was a joke - I cannot in any conscience put myself forward when I know I cannot devote appropriate time to do the role well ... but if the convention does not apply I really want the board members to start webcasting the discussions and how people voted - inner workings laid bare

 

 

[Admin]

The Company should only appropriately gag directors on matters of 'in camera' discussion and matters of 'commercial in confidence'. Directors should also use 'good judgement' on matters not yet decided. It is up to the Board to declare what matters fall into these categories. General gagging is a destructive culture.

Exactly David...perhaps you should contact the President and CEO on this. They mean well that the board must be seen as being united which is the case in the political and commercial arenas but as I said we are member based which I believe is different to the, as referenced by a board member, BHP's of this world

 

 

[gandalph]

Sorry but corporate convention is you go with the agreed decisions or you resign - and on a member based organisation with political representation that's a tension ... and consider the position of RAAus board directors not leaking but openly communicating is conflict with agreed board position - how does that look and how will that work when were that to be the case you will effectively be able to lift the lid on who voted which way on decisions

It seems to work pretty well in places like superior courts where there are several Justices hearing a case and one (or more) may offer dissenting views but are not under any pressure to resign.

 

Perhaps we are thinking too narrowly here?

 

How does a national organisation that has, as one of its roles, lobbying the Federal and State Governments for the betterment of it's members (e.g. the NRMA) manage the conflict of having directors elected by , and therefore representing various constituencies? There seems to be an argument being put forward that a director would be in breach of corporate law in that case. Surely our directors MUST put forward in board discussions, the representations made to them by their constituents?

 

 

[gandalph]

No not at all but it is an oinion that everyone has the right to say without being ridiculed. If you disagree with someone put the case forward against the argument but dont play the man in a belittling way

Ian,

1. I wasnt playing the man. I put your name in my reply so that people would know which argument I felt was weak

 

2.I didn't ridicule your post or your argument - I simply said it was the weakest one I had seen.

 

3. I am very sorry that you felt that by commenting that your argument was weak I was belittling you. I was not.

 

4 It was MY opinion. It still is BTW.

 

Finally, if you thought my comment about Headmasters was directed at you, then you are mistaken. The Headmaster knows who I was talking about.

 

 

[pmccarthy]

Boards work democratically. There is no expectation that a director on the losing side of an argument should resign. They simply accept the democratic outcome and move on to the next piece of business.

 

 

[Admin]

Boards work democratically. There is no expectation that a director on the losing side of an argument should resign. They simply accept the democratic outcome and move on to the next piece of business.

I agree with this but what I disagree with is that board member is gagged in that he can't go back to the members and say he put x argument forward but the board decided against that argument because of y

Board members have to sign a gag order, as I had to when I was on the board in order to show unification to the members thus keeping the members in the dark to alternative arguments that they may in fact agree with

 

 

[gandalph]

Board members have to sign a gag order

Is this written into the proposed constitution or is it an assumption?

 

I agree with this but what I disagree with is that board member is gagged in that he can't go back to the members and say he put x argument forward but the board decided against that argument because of y

Fact or assumption? or are you referring to convention? Is it written into the proposed constitution that board members are gagged? That's a genuine question. If it is written into the new constitution then I would be concerned. If it's not, then please indicate that you assume that such would be the case.

[facthunter]

In the end it is, do you have a dog and still bark yourself. You establish committees and employ staff to do a job for which they are reasonably qualified. Where do you draw the line? Do you take a plebiscite on all decisions? There has to be a mix and reasonable oversight for which few members are qualified when matters get very legal or technical. The problem with getting into complexity here is it's not the best place to deal with complex matters. People turn off quickly if they aren't directly involved and often decide on their position long before they have enough information to do it, in an informed way. or take no interest at all, because it's all too hard. Nev

 

 

[Admin]

Not the constitution but policy which as told above if the yes vote wins the policies are transferred across. You may also like to do a search ont this site for the form and a very long discussion on it

 

 

[turboplanner]

Since Don also admitted signing this gag order, it appears to be fact.

 

 

[facthunter]

I understand any person on a committee or meeting there in an accredited manner can move a motion to disagree with the chair persons ruling. It's an accepted practice (Though fairly rare)and would be covered in "order and precedence of motions." . Even the chair doesn't have to stand down or run away or get angry. The meeting has powers, and they vote on it.( The specific ruling) It doesn't lead to having no confidence in the chair or any such inference. It doesn't preclude it either at a subsequent point in proceedings.Nev

 

 

[DonRamsay]

Again with the Agro DR. If we are not happy to vote for the proposed Constitutional change as it is presented we are keyboard warriors and want a return to the bad old days.

Geoff, please have another read of what I wrote. I certainly meant no offence to you and believe what I wrote contained none directed at serious thinkers like yourself. I used the pejorative "keyboard warrior", in the singular, as a bit of a dig at our all-time most negative poster and RAAus non-member. Looks like I got caught out trying to be clever.

My comment was:

 

. . . I will be very comfortable to leave it to the the multitude of members and the odd non-member, keyboard warrior who better understand what is needed.

I referred to only two groups being careful as always with the punctuation:

 

1. the "multitude of members";
   and
    
    
   
2. the "odd non-member and keyboard warrior".
    
    
   

 

 

If you are a member of RAAus, then you fit into the first category and if you are a non-member and a keyboard warrior, you could fit into the second category.

 

I can't see anything aggressive in referring to "the multitude of members" as we have member numbers approaching 10,000. Perhaps it would have been less contentious if I'd just written "members"?

 

I certainly meant nothing aggressive in saying I would be "very comfortable" to leave it to the members to do a better job than I've done. Simple fact is that if the Special Resolution is not approved, I will have failed in either the drafting of the proposal or in explaining the proposal - doesn't matter that much as to which if it fails.

 

Have you thought that maybe if people do not vote for the changes, then maybe they are simply not happy with the changes. I will be voting against the change not because I don't think change is needed, but because I am not comfortable with the proposed changes as written.

Geoff, of course I understand that any member voting against the proposal is not happy with it. Could there be any other reason? As to why they are not happy with it is a question that would generate a lot of different answers. In the past I have banged on about the fact that RAAus is a representative democracy and it would be completely illogical to resent a democratic decision. Doesn't mean I wouldn't be disappointed. My disappointment would come not from members voting the reform down but if they did that for the wrong reason or if they lost a very good reform because it wasn't perfect. It is the latter that concerns me most.

 

And further disappointment because I get the feeling that if this proposal falls short of the 75% majority it needs that reform of RAAus will go on the back burner or even worse, in the "too hard basket". After plugging away for 6 years to get RAAus from a basket case to something that is robust and self-sustaining, I feel I've run out of steam and I seriously doubt I could muster the enthusiasm to commit the time and energy to have another go at it. Hence my comment about being happy to leave it to others.

 

In saying that it would be a shame to lose a very good reform because it's not perfect, I'm not suggesting that "near enough is good enough". But it is possible to deny yourself something that is a very significant improvement for the sake of it not measuring up to "perfect". I've proposed 25 Special Resolutions in the past and it is not that difficult to get one up if it is sensible (and not too complex). A very good constitution can be tidied up. The constitution we have now is well beyond economic repair - it is a knock-down and rebuild job.

 

So, voting it down because it could be better is a perfectly legitimate thing to do. You just have to be sure that you are prepared to step up and make the improvements or face the risk losing the reform altogether. It is a democracy, it is up to you and your best judgement.

 

 

[rhysmcc]

But consider this:The Inc association we currently have is a less controlled form than the any Ltd structure - that's part and parcel of the Yes argument being put forward

Everyone here seems to accept that the NO case SHOULD have been put forward ...

 

Whats to be expected under convention of corporate agreement?

 

Sorry but corporate convention is you go with the agreed decisions or you resign - and on a member based organisation with political representation that's a tension ... and consider the position of RAAus board directors not leaking but openly communicating is conflict with agreed board position - how does that look and how will that work when were that to be the case you will effectively be able to lift the lid on who voted which way on decisions ...

I assume the board would have discussed and passed a resolution (or multiple) on the constitutional reform issue to get to this stage... So my question is has anyone seen the results of the board resolutions as is required under our current constitution to be published within 7 days?