Query to RAA CEO

[Admin]

Thanks Rod, it is nice to know that we both have similar thoughts...members first

 

 

[facthunter]

So you now have some more info to consider.

 

For my 2 cents worth if it can be amended in the areas involved to allay the fears and concerns of some people, then why not put in the extra effort to get there. Nev

 

 

[coljones]

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.

You will probably find that the members of the board are obliged to act in the best interests of the company and its stakeholders - the board is not a stakeholder. Whether board members always, sometimes or never act in the interests of stakeholders would be the stuff of many PhD theses. There is much anecdotal evidence to suggest that acting in the interests of ALL the stakeholders is the furthest thing from the minds of directors and there is much engagement of the very best of legal minds to ensure that this lack of interest cannot be sued at law. RAA is not required to pay tax so is of little interest to ATO except in regard to GST and of no interest to ASIC. Our board's behavior would at all times rank well behind a whole conga line of dodgy companies, charities and trusts.

 

 

[gandalph]

Thanks Rod, and Thanks Kasper for following up.

 

 

[Keith Page]

I have been away doing some work hence a lot of time has not been utilised checking the happenings on the forum. However I have put a lot of thought to the issues and this post from another board member solidifies my thoughts on certain issues. So this proves a lot of members are aware this "Yes" is a manipulation.

 

Remember there are some gag restrictions on board members however one member has broken ranks.

 

We have been told by Don that the board is rock solid on "Yes", ????????.

 

To me it looks like Don has been vested the duty by the board to push the "Yes" vote in doing so Don has enlisted the help of a few buddies to push "Yes" as well.

 

Another point has been mentioned to me - by having a smaller board that will get rid of the dead wood from the board. Now? One meaning of "Dead wood" we all know however the other meaning, Is it a disguise for those who are not partaking in the party lines which is a "yes" in this case.

 

Looks like the smoke screen is falling down.

 

Regards,

 

KP.

 

 

[Oscar]

Since I am not currently a member of RAA - though I have been and intend to be again - I haven't really followed this debate closely. Nor do I have any strong opinions towards either the 'For' or 'Against' sides.

 

However, it seems to me that objectivity has been somewhat lost in emotional debate. Coming from the outside, as it were, I get the feeling that the 'For' side is pushing to try to make the RAA more effective and efficient in the discharge of its primary functions and the 'Against' side is deeply concerned that in some way, the democratic rights of members is threatened.

 

To me, RAA has two very distinct and separable functions.

 

The first - as far as I am concerned - is the discharge of its delegated function to administer the regulations that apply to aircraft on the RAA register, flown by pilots with an RAA Certificate. I am not deeply conversant with all of the regulations that RAA administers, but AFAIK, the vast majority of those are imposed NOT by RAA, but by CASA ( and quite a few are dictated by concurrence with ICAO requirements).

 

There is NO element of administering the regulations imposed on RAA that is 'democratic'. To take one current hot topic elsewhere: MTOW for RAA-registered aircraft is NOT a matter of a 'democratic' decision - it is mandated. Even if every one of the 10K membership voted for an increased MTOW - it would not happen as a result of that vote.

 

What I - as an aircraft owner and operator - would want to see as an absolute PRIMARY function discharged by RAA , is compliance with the regulations so that I am flying a legal aircraft, with legal qualifications as the PIC, for the most cost-effective price for my membership. Let's be perfectly clear on this point: I DO NOT want to have to pay a premium for the management of an organisation (of whatever form) for the discharge of the regulatory functions, just so it has a 'democratic' management. Frankly, I don't care if RAA management is run by a bunch of Hottentots, as long as my aircraft rego and my PIC qualifications are legal.

 

In my opinion, the secondary role of RAA is to undertake what may loosely be termed 'the advancement of member interests'. I don't discount that role: we need representation against such things as closure of airfields, access to airspace etc., and perhaps there is an element of democratic principle in achieving that. RAA members may quite legitimately feel a desire to have input into where the efforts should be directed.

 

I haven't done the sums, but my feeling is that (from the numbers of members who actually vote for Board members) the vast majority of RAA members do not give a flying continental fur-lined f$ck about democracy in the management of RAA. If we can look beyond the circle-jerk of people complaining about a lack of democratic process and look at the numbers of RAA members who actually engage in a 'democratic process' ( i.e. by voting for Board members), it is very clear to me that should CASA follow-up the RPL line with an equivalent regime for owner-maintenance, RAA would very likely lose about 80% of its membership to an organisation which is the absolute antithesis of 'democratic'.

 

The highly 'democratic' Board of not many years ago - resulted in a monumental cluster-f$ck for registrations that remains a problem for many aircraft owners. I have absolutely no sympathy for nor empathy with those who are aggrieved that their 'democratic rights' to influence RAA's operations were trampled upon, because a 'democratic' RAA was a complete shambles as an effective administrator of the regulatory requirements.

 

AFAIAC, I want to see RAA be an effective and cost-efficient administrator of the regulations that bind me when flying. I also want it to be an effective and efficient voice for RAA-class operations. Frankly, I could not give a damn, my dear, if it is less than 'democratic' in its make-up, because I am not in the slightest interested in supporting with my money the power aspirations of a few.

 

 

[Yenn]

I had an emailfrom Michael, thanking me for my input to the debate on the constitution, saying they would look at it and see if any chanes needed to be made. When I received thet email I assumed that the draft constitution was possibly going to be changed.

 

Today I get an amail saying the latest issue is available, so I download it and it is still the 15 April version and the changes I suggested are not made.

 

We are getting bullied in my opinion in the hope that we will vote yes.

 

As the draft constitution stands it is not worthy of being considered a legal document.

 

The board appear to be relying on galloping apathy to get their faulty document approved.

 

 

[Oscar]

When only about 10% of members actually vote for Board members, why would you assume that 'galloping apathy' is not the normal for RAA members?

 

 

[David Isaac]

There are a number of incorrect statements about the constitution in Rod's statements, but in fairness to him I suggest he was referring to earlier versions.

 

For example it does not take 100 members to put up a special resolution and force the board to call a meeting. There are a couple of others, like where he states the Board will be paid; that cannot happen unless by resolution of the members. But Rod's point is valid, there is a reasonable argument to get it right before we vote on it.

 

The more this goes on the better it may be for the Board to cancel the 14 May meeting and enter into more consultation so the resolution can be reput to the AGM. It would actually save some money, it would no longer need a special meeting just for the resolution. We have an AGM every year.

 

I need to talk to the Preso and see what the general feeling is.

 

 

[-Rod-]

There are a number of incorrect statements about the constitution in Rod's statements, but in fairness to him I suggest he was referring to earlier versions.For example it does not take 100 members to put up a special resolution and force the board to call a meeting. There are a couple of others, like where he states the Board will be paid; that cannot happen unless by resolution of the members. But Rod's point is valid, there is a reasonable argument to get it right before we vote on it.

 

The more this goes on the better it may be for the Board to cancel the 14 May meeting and enter into more consultation so the resolution can be reput to the AGM. It would actually save some money, it would no longer need a special meeting just for the resolution. We have an AGM every year.

 

I need to talk to the Preso and see what the general feeling is.

 

I get it right most times however like most mortals I do not always succeed. On the voting numbers (minimum) required to call a General Meeting in the current RAAus Constitution proposal it is quoted as....

 

General meetings of Members

 

18.2 If at least one hundred (100) Members or 5% of the membership, whichever is the

 

lower, make a written request to the Company for a general meeting to be held....

 

With a membership of 8000+ a 5% membership would require a 400+ member petition, or the lower number of 100 as was quoted.

 

 

[DonRamsay]

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 yBoard 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

Allow me to clarify the confidentiality issue, Ian.

 

There was an utterly unreasonable "Board Confidentiality" agreement that Board members were required to sign back in your day on the Board. It came about, I was told, because the Board leaked like a sieve. The "Agreement" was outrageous. It had required a unanimous Board Resolution for any matter that had been discussed at a Board Meeting before it could be given wider circulation. How they thought that was going to stop unauthorised leaks I have no idea.

 

In my campaign to be elected to the Board in 2011, I made it perfectly clear that I would never sign such an agreement. John McKeown, to my knowledge, was the only other Board member prior to Sep 2011 to have refused to sign that "Agreement" but you may have refused as well, I don't know. The first order of Business at the Sep 2011 Board Meeting was to ditch the gag agreement and it was ditched. In its place was an honest agreement to maintain ordinary Board Confidentiality. That agreement was totally superfluous in my mind as all it required was what is ordinarily required: if, in the ordinary sense of the word, the matter is confidential, it should be kept confidential. You should not be on a Board if you can't work out whether a matter should be treated as confidential or not.

 

There is no unreasonable gag order on any member of the Board right now, nor has there been any since Sep 2012. If somebody has told you otherwise they have misled you. What you may have identified as a gag order is the requirement for only the President or the CEO to be the ONLY official spokespersons for the Board. That is a critical rule to avoid miscommunications or conflicting communications to the members or the press. To have it any other way would be a recipe for utter chaos.

 

As I've said on here many times, what I write here is as Don Ramsay, not as Don Ramsay, Board Member or as Treasurer. I think the lengths I've gone to on here gives the lie to the idea that I am somehow gaged. I do not speak for the Board here. I have no authority to speak for the Board anywhere.

 

What comes out of a Board Meeting are the Minutes of the Meeting setting out the decisions that were made in the form of Board Resolutions. That is what is important. Board Members must be allowed to debate, in private, the issues that are put before the Board. A Board Member needs to be free to start the discussion with one point of view and be persuaded to another (or not) during the Meeting. In the end the only thing that matters is that the Board has made a decision and that decision is recorded as a Board Resolution.

 

Personally, I think it inappropriate for a Board Member to push a line that goes against a democratic vote by the Board especially if it has never been raised in a Board Meeting.

 

Don

 

 

[storchy neil]

yes don that is why I have used the word collusion It came about, I was told, because the Board leaked like a sieve and a certain person didn't like it let it RIP neil

 

 

[David Isaac]

I get it right most times however like most mortals I do not always succeed. On the voting numbers (minimum) required to call a General Meeting in the current RAAus Constitution proposal it is quoted as....General meetings of Members

 

18.2 If at least one hundred (100) Members or 5% of the membership, whichever is the

 

lower, make a written request to the Company for a general meeting to be held....

 

With a membership of 8000+ a 5% membership would require a 400+ member petition, or the lower number of 100 as was quoted.

Rod,

Don, myself and a number of others drafted the resolution that saw that clause accepted, it was because of that resolution we were able to call the general meeting at Queanbeyan in 2012.

 

The new constitution is the same and rightly so. BUT THE MEMBERS DO NOT NEED to call a general meeting to put a resolution for constitutional change. So you don't need 100 members to make a change, you are misleading the members in implying so.

 

Any member can put up a special resolution for change and it must be put to all the members in accordance with the constitution at the next general meeting called by the Board.

 

Did you raise any of these matters with the Board at the time these matters were discussed?

 

There are a couple of other matters I consider you are incorrect on but I don't have time tonight to respond, I have to catch a 6-00am flight to Lala land ... LOL

 

 

[DonRamsay]

. . . and of no interest to ASIC. Our board's behavior would at all times rank well behind a whole conga line of dodgy companies, charities and trusts.

In the ordinary course, ASIC is not likely to be looking over our shoulder day to day - they don't even do much of that with big, dodgy companies preferring, so it seems to me, to wait until the battle is over and then go in and bayonet the wounded.

But, if the sort of letters that we wrote to the ORS lobbed into ASIC, I can't believe that they could write back and say to sort it out yourselves. The ORS is intended to sake a soft approach because with small, local (not national) sports clubs (their typical "client") the level of expertise on the Board is expected to be somewhere between bugger-all and none. I actually don't object to that approach now even though it was galling to discover it at the time. It is one of the principal reasons for getting a national registration with the opportunity to go to ASIC if all else fails.

 

Don

 

 

[DonRamsay]

. . . However, I still wish the Board had seen fit to put forward the case against the proposed changes so that we all had the opportunity, if we wished, to make a fully informed decision. (Don, that can still be done.)

gandalph,

What I have posted here is not the Board's case "FOR" the proposed reform.

 

It is strictly my independent, personal opinion and facts that come from my research and accumulated knowledge.

 

As I strongly support the need for change, I feel under no pressure, personally, to put a NO case forward. I couldn't do it because I can see no logical case for not making this very substantial step up from our current weak, inefficient structure.

 

The Board I'll leave to speak for itself but it still doesn't make any sense for me for the Board to derive a strategy for reform and then argue against it.

 

 

[DonRamsay]

I must express my considerable disappoint with this email from Rod. The Board has been working on this particular proposal since early in 2015. In that time it has been discussed and approved by the Board without objection from any Board Member. The last occasion when the Board met face-to-face, the consultation draft that was to be presented to the information session at the conclusion of the AGM was presented to the full Board and again, there was no dissent. The information session at Bundaberg was broadcast over the net and was available for virtually every member who wanted to to participate in the discussion on the day or subsequently at their own convenience.

 

It is true of course that some important aspects including the Members' Charter had not been drafted by that time but the requirement for a Members' Charter was concreted into the draft Constitution.

 

To publish these concerns, at this late stage, after the period when changes could be made before the vote, and without ever recording these concerns with the Board, raises serious concerns about the bona fides of this approach. That there are significant errors in the document that a Board Member of Rod's very long service should not have made, is concerning. To publish such inaccurate comments neglecting to check your "facts" smacks of ordinary negligence and demonstrates a sub-standard understanding of either the current or proposed constitutions. A cynical person could be forgiven for thinking that the mass of errors were not mistakes but intended to mislead. Intended or not, until the true facts are known by members who received Rod's email, members are being misled. Rod is recommending to members to vote "no" based on things that are demonstrated below to be factually inaccurate.

 

To publish a document that had not been seen by any Board member other than the author has resulted in numerous misleading statements being made that could easily have been corrected before it was sent out.

 

. . . A group of RAAus members have been working on a proposed draft constitution that it will be placing before its members on 14th May 2016. This change in then RAAus constitution is the most significant change we have considered since then AUF changed is structure to RAAus some years ago - its an important document! 

 

As with all legal documents every sentence is important and every paragraph and subparagraph needs to be very carefully written and understood. The work that has gone into its creation is considerable and as an organisation RAAus should thank all those involved - it was a lot of hard work.

Rod, you can not make out that you had no part in this document. It was drafted on your watch and presented to all on the Board in face-to-face meetings and via the Board Forum with no adverse comment from yourself.

 

 

For acceptance any constitution should not have any problems or issues. I submit there are still current, real, remaining policy and administrative issues with the proposed constitution that should be resolved before it is accepted by RAAus members on 14th May 2016.

If this is the case why did you leave it this late to raise these issues? Would it not have been better to have had the discussion within the Boardroom and then present a document to the members that you could fully support and that was error free? I've only been on the Board since the lead up to the October 2015 AGM but I have never seen any concern of yours in relation to the reform proposals.

 

RAAus CONSTITUTION - THE VOTE NO CASE. . . On many important issues the proposed constitution remains silent. This leaves many issues unresolved, with the possibility of adverse rules being introduced without RAAus member approval. There are a raft of problems with this issue. These matters should be resolved, with the approval of RAAus members, before the new constitution is introduced as law.

As you certainly know Rod, there is no possibility of "adverse rules being introduced without RAAus member approval." You know that to introduce any rule into the current constitution or the proposed reformed constitution Acts of Parliament (not constitutions) require that 21 days' notice of a proposal to move a motion for a Special Resolution is required to be given to members and that for the motion to be passed, at least 75% of the members (present or by proxy) voting in General Meeting must approve the motion for it to be adopted by RAAus. You even mention this requirement below when arguing against the 75% pass mark. So if you knew that, why make the misleading statement here?

 

Regional Board member representation will be lost if the proposed constitution is introduced. There will be no local Board member, no one to call, no one with any ability or authority to effect change, and no one to work with local authorities on any matter that may affect RAAus. This is not not a step forwards.

Regional Representation can actually be a disadvantage. For example in a less populous region, at best voters get to vote only once every two years and only for 1 of the 13 Board Members. If there is only one candidate they don't get to vote at all. Under the proposed reform, members in a all regions get to vote for all candidates and with only 5 to 7 on the Board, it is highly unlikely that anyone would get elected unopposed as happens very frequently now. As aviation law and regulation is national not regional, and communication costs are a fraction of what they were when the current RAAus constitution was written, there is no great need for regional representatives. It is very easy to just pick up the phone and speak to whoever in RAAus you need to speak to.

 

If passed at the meeting, the current Board will be removed. The new Board will consist of only 3 persons (The President, Secretary and the Treasurer) until elections are called to top up the new Board (to a minimum of 5 persons). This action does not represent good governance of our organisation and should not be supported.

This I suggestion is a distortion of what will actually happen. If the Board is to be reduced to a sensible number, and having as many Board Members as employed staff is not a sensible number, not all of the 13 current Board members can be members of the new Board.

Currently, for all but a few of days per year, RAAus is run by the Board Executive of President, Secretary and Treasurer. The people who occupy these positions (not necessarily the people who hold them now) will be the initial Directors who sign the paperwork to facilitate the move from one form of incorporation to another. That is just practical. Next, as soon as is practical after RAAus has settled into its new form of incorporation, the initial Directors must call an election to build the number on the Board from 3 to a max of 7. If RAAus operates in its new form of incorporation from say, 1 July 2016, then notice of elections, calling for candidates and conducting votes and counting can proceed virtually immediately. In any case the initial Directors are obliged to run the election as soon as is practical. As you know the process of calling elections through to seating the people elected takes several months under the current constitution. It will not take any more or any less time under the reformed constitution.

 

With 5 to 7 Directors and modern communications, there will be no need for a Board Executive and no mention of one in the reformed constitution. Whereas now RAAus is governed by 3 Directors (the Exec) under the reformed Constitution it will be governed by 5 to 7 Directors . . . all year round. There will be more Directors in oversight with 7 on the Board than there was with 13 on the Board.

 

In terms of accountability, the proposed constitution reduces the minimum number of general/board meetings that members can attend from the current two (23iv) to 1 each year. The first AGM under the new constitution is proposed to occur in October 2017.

This appears to be a deliberate distortion as well. Rod appears to be mixing the transition arrangements with the ongoing arrangements to make out there will be fewer General Meetings each year and the right of ordinary members to attend Board Meetings halved. Rod would know that I signed the Special Resolution that created the obligation for the RAAus Board to have an additional General Meeting each year approx 6 months after the AGM. Exactly the same provisions that are in the current constitution carry over to the reformed constitution. RAAus Ltd can't have an Annual General Meeting until it has been operating for at least, guess what? One year! This appears to me to be a quite cynical attempt to make something look worse than it is.

Perhaps Rod, you should have a read of Cl44.2 of the reform constitution which requires the Board to meet face-to-face twice per year. There is no reduction in the number of Board Meetings members can attend. Accident or deliberate misleading?

 

The current executive will not face any election for an additional 18 months term (on top of their current term) which raises the issue of having a self nominated executive moving to paid positions with no accountability in terms of an election until October 2017.

Either Rod has not read the reformed constitution or is making a statement deliberately intended to mislead. The reform constitution does make a provision for Board members to be paid fees for Board Meetings however, no fee can be paid unless it has first been approved by the members in a General Meeting. Directors, initial or otherwise cannot, as Rod falsely suggests, be "a self nominated executive moving to paid positions with no accountability in terms of an election until October 2017". I'm having great difficulty to see that this misleading statement is not intended.

 

The Board will be reduced from 12 to a maximum of 7. This was proposed as a way to save money. The current RAAus Board is made up of volunteers who meet together twice a year, the new Board will be paid positions and meet as often as they chose - there will be no cost savings.

This presupposes that Directors will ask to be paid fees and that the Members will agree to pay fees. There is nothing, as Rod knows full well, automatic about Directors receiving fees. Rod now seems to be arguing that we should stick with 13 on the Board which I have not heard anyone else endorse except one Board Member who might not be elected in a tighter poll.

 

An individual or incorporated body can become a RAAus member (11.2) yet only members who are natural persons shall be eligible to vote (29.0). This represents a poor policy position and is clearly unfair. All members (club, school or private) who are financial and are bound by the rules of the organisation should be entitle to a vote. Also all members should be able to bring resolutions forward should they so wish. This will not be the case as defined in the new constitution (27.1). If you are an RAAus club or flying school and you pay the required membership fee, you should have the right to have your say and a vote.

If it is unfair that only natural persons can vote, then it was unfair under the current constitution. Perhaps Rod is just worrying that he could have three votes, one as a member, one as an importer and one as a FTF operator? Not going to happen Rod. You'll only get one vote like you get now. Perhaps if Rod was serious about good governance he should have declared his vested interests as an importer and FTF operator?

 

The proposed constitution states (17.1) that RAAus shall have the right to “discipline” its members. Our new constitution should be a reform document. We really do not need this provision included in the constitution in the way it is, particularly when the Board and RAAus members have not signed off on what the disciplinary powers will be.We have no need to follow CASA along the path of defining every mistake as a breach of the regulations, and that every breach should be punished with a penalty.

Perhaps Rod has forgotten about the requirements that Part 149 places on an organisation like RAAus to have a disciplinary procedure? Part 149 has not been enacted yet but it has been promised by CASA for 2016 and RAAus needs to be compliant. The release of the draft Dispute Procedure has been delayed until it is thoroughly vetted to ensure it fits RAAus culture and is acceptable under Part 149. "Disputes Procedure" rather than Disciplinary Procedure because all issues in this area start as disputes but not all finish with disciplinary action being taken.

 

With the current RAAus membership, 100 members will be the minimum number of members needed to call for a general meeting. Realistically future constitutional amendments by members will be difficult to achieve, due to the number of supporting RAAus members required to make a change. The bar remains set too high.

Firstly, we don't need to call a General Meeting to move a Special or Ordinary Resolution. Any member may move such resolutions and they only require a seconder for them to be put to the members for a vote.

Secondly, it was a Special Resolution moved by myself that had the minimum number for an ordinary member to call a General Meeting from approximately 500 members to 100 members. It was this SR that facilitated calling the GM at Queanbeyan in 2013. The provision in the reform constitution is exactly the same as in the current constitution. Odd that if Rod was familiar with both the current and proposed constitutions he would have known that and wouldn't have written what he has here. Perhaps he isn't all that familiar with the two constitutions just nervous about possibly losing his seat?

 

A further restriction to future constitutional reform will be in place with at least 75% of the votes cast by members required (para 65.0) to pass a special resolution. Allowing the current proposal to proceed with a plan to “fix it later” will be a challenge due to the high acceptance required for any future amendment.

Oh dear, looks like Rod hasn't read the Associated Incorporations Act or the Corporations Act. Can't blame him for that, they are not what you would call "page-turners". I once tried to change the 75% down to two-thirds but had to rip up the Special resolution because I discovered that the 75% is set by the Act and nothing in a Constitution can go against the provision in the Act. To save you diving for copies of the Corporations Act, I can tell you it requires a 75% pass mark as well. Another fail because Rod has been quoting problems that don't exist and solutions that are not necessary because the problem does not exist.

Incidentally, about 20 Special Resolutions that I proposed over a couple of years received the 75% pass mark from the members. It seriously isn't that hard if you are proposing something that the members agree is sensible.

 

. . . There is no need for to be rushed here. A revised RAAus constitution is needed, however the proposed constitution is not ready to be approved by RAAus members. It's clearly not as it should be, a wise revision is needed. There are no urgency issues here. A vote for caution is required, a NO vote is recommended.

So, you are being asked to delay the reform process on a series of false premises as demonstrated above.

Perhaps now you can see why I get a little tetchy when people who should know better knock the reform on the basis of a considerable number of misleading statements.

 

Rod, will you now send out another email to all the people you have misled and correct the errors that have been shown to exist in your mail out? Or are you happy to leave them relying on your misleading statements?

 

 

[David Isaac]

.......... but it still doesn't make any sense for me for the Board to derive a strategy for reform and then argue against it.

I can't speak for the night owl, but suspect that is not what he meant and certainly not what I would have expected from the board. However, it would have been helpful for example to have given the opposing view on transferring from Inc Assoc. to Ltd, in that way the advantages of going to Ltd may have been a little clearer if you get what I mean.

 

 

[David Isaac]

I must express my considerable disappoint with this email from Rod. The Board has been working on this particular proposal since early in 2015. In that time it has been discussed and approved by the Board without objection from any Board Member. The last occasion when the Board met face-to-face, the consultation draft that was to be presented to the information session at the conclusion of the AGM was presented to the full Board and again, there was no dissent. The information session at Bundaberg was broadcast over the net and was available for virtually every member who wanted to to participate in the discussion on the day or subsequently at their own convenience.It is true of course that some important aspects including the Members' Charter had not been drafted by that time but the requirement for a Members' Charter was concreted into the draft Constitution.

 

To publish these concerns, at this late stage, after the period when changes could be made before the vote, and without ever recording these concerns with the Board, raises serious concerns about the bona fides of this approach. That there are significant errors in the document that a Board Member of Rod's very long service should not have made, is concerning. To publish such inaccurate comments neglecting to check your "facts" smacks of ordinary negligence and demonstrates a sub-standard understanding of either the current or proposed constitutions. A cynical person could be forgiven for thinking that the mass of errors were not mistakes but intended to mislead. Intended or not, until the true facts are known by members who received Rod's email, members are being misled. Rod is recommending to members to vote "no" based on things that are demonstrated below to be factually inaccurate.

 

To publish a document that had not been seen by any Board member other than the author has resulted in numerous misleading statements being made that could easily have been corrected before it was sent out.

 

Rod, you can not make out that you had no part in this document. It was drafted on your watch and presented to all on the Board in face-to-face meetings and via the Board Forum with no adverse comment from yourself.

 

 

If this is the case why did you leave it this late to raise these issues? Would it not have been better to have had the discussion within the Boardroom and then present a document to the members that you could fully support and that was error free? I've only been on the Board since the lead up to the October 2015 AGM but I have never seen any concern of yours in relation to the reform proposals.

 

As you certainly know Rod, there is no possibility of "adverse rules being introduced without RAAus member approval." You know that to introduce any rule into the current constitution or the proposed reformed constitution Acts of Parliament (not constitutions) require that 21 days' notice of a proposal to move a motion for a Special Resolution is required to be given to members and that for the motion to be passed, at least 75% of the members (present or by proxy) voting in General Meeting must approve the motion for it to be adopted by RAAus. You even mention this requirement below when arguing against the 75% pass mark. So if you knew that, why make the misleading statement here?

 

Regional Representation can actually be a disadvantage. For example in a less populous region, at best voters get to vote only once every two years and only for 1 of the 13 Board Members. If there is only one candidate they don't get to vote at all. Under the proposed reform, members in a all regions get to vote for all candidates and with only 5 to 7 on the Board, it is highly unlikely that anyone would get elected unopposed as happens very frequently now. As aviation law and regulation is national not regional, and communication costs are a fraction of what they were when the current RAAus constitution was written, there is no great need for regional representatives. It is very easy to just pick up the phone and speak to whoever in RAAus you need to speak to.

 

This I suggestion is a distortion of what will actually happen. If the Board is to be reduced to a sensible number, and having as many Board Members as employed staff is not a sensible number, not all of the 13 current Board members can be members of the new Board.

 

Currently, for all but a few of days per year, RAAus is run by the Board Executive of President, Secretary and Treasurer. The people who occupy these positions (not necessarily the people who hold them now) will be the initial Directors who sign the paperwork to facilitate the move from one form of incorporation to another. That is just practical. Next, as soon as is practical after RAAus has settled into its new form of incorporation, the initial Directors must call an election to build the number on the Board from 3 to a max of 7. If RAAus operates in its new form of incorporation from say, 1 July 2016, then notice of elections, calling for candidates and conducting votes and counting can proceed virtually immediately. In any case the initial Directors are obliged to run the election as soon as is practical. As you know the process of calling elections through to seating the people elected takes several months under the current constitution. It will not take any more or any less time under the reformed constitution.

 

With 5 to 7 Directors and modern communications, there will be no need for a Board Executive and no mention of one in the reformed constitution. Whereas now RAAus is governed by 3 Directors (the Exec) under the reformed Constitution it will be governed by 5 to 7 Directors . . . all year round. There will be more Directors in oversight with 7 on the Board than there was with 13 on the Board.

 

This appears to be a deliberate distortion as well. Rod appears to be mixing the transition arrangements with the ongoing arrangements to make out there will be fewer General Meetings each year and the right of ordinary members to attend Board Meetings halved. Rod would know that I signed the Special Resolution that created the obligation for the RAAus Board to have an additional General Meeting each year approx 6 months after the AGM. Exactly the same provisions that are in the current constitution carry over to the reformed constitution. RAAus Ltd can't have an Annual General Meeting until it has been operating for at least, guess what? One year! This appears to me to be a quite cynical attempt to make something look worse than it is.

 

Perhaps Rod, you should have a read of Cl44.2 of the reform constitution which requires the Board to meet face-to-face twice per year. There is no reduction in the number of Board Meetings members can attend. Accident or deliberate misleading?

 

Either Rod has not read the reformed constitution or is making a statement deliberately intended to mislead. The reform constitution does make a provision for Board members to be paid fees for Board Meetings however, no fee can be paid unless it has first been approved by the members in a General Meeting. Directors, initial or otherwise cannot, as Rod falsely suggests, be "a self nominated executive moving to paid positions with no accountability in terms of an election until October 2017". I'm having great difficulty to see that this misleading statement is not intended.

 

This presupposes that Directors will ask to be paid fees and that the Members will agree to pay fees. There is nothing, as Rod knows full well, automatic about Directors receiving fees. Rod now seems to be arguing that we should stick with 13 on the Board which I have not heard anyone else endorse except one Board Member who might not be elected in a tighter poll.

 

If it is unfair that only natural persons can vote, then it was unfair under the current constitution. Perhaps Rod is just worrying that he could have three votes, one as a member, one as an importer and one as a FTF operator? Not going to happen Rod. You'll only get one vote like you get now. Perhaps if Rod was serious about good governance he should have declared his vested interests as an importer and FTF operator?

 

Perhaps Rod has forgotten about the requirements that Part 149 places on an organisation like RAAus to have a disciplinary procedure? Part 149 has not been enacted yet but it has been promised by CASA for 2016 and RAAus needs to be compliant. The release of the draft Dispute Procedure has been delayed until it is thoroughly vetted to ensure it fits RAAus culture and is acceptable under Part 149. "Disputes Procedure" rather than Disciplinary Procedure because all issues in this area start as disputes but not all finish with disciplinary action being taken.

 

Firstly, we don't need to call a General Meeting to move a Special or Ordinary Resolution. Any member may move such resolutions and they only require a seconder for them to be put to the members for a vote.

 

Secondly, it was a Special Resolution moved by myself that had the minimum number for an ordinary member to call a General Meeting from approximately 500 members to 100 members. It was this SR that facilitated calling the GM at Queanbeyan in 2013. The provision in the reform constitution is exactly the same as in the current constitution. Odd that if Rod was familiar with both the current and proposed constitutions he would have known that and wouldn't have written what he has here. Perhaps he isn't all that familiar with the two constitutions just nervous about possibly losing his seat?

 

Oh dear, looks like Rod hasn't read the Associated Incorporations Act or the Corporations Act. Can't blame him for that, they are not what you would call "page-turners". I once tried to change the 75% down to two-thirds but had to rip up the Special resolution because I discovered that the 75% is set by the Act and nothing in a Constitution can go against the provision in the Act. To save you diving for copies of the Corporations Act, I can tell you it requires a 75% pass mark as well. Another fail because Rod has been quoting problems that don't exist and solutions that are not necessary because the problem does not exist.

 

Incidentally, about 20 Special Resolutions that I proposed over a couple of years received the 75% pass mark from the members. It seriously isn't that hard if you are proposing something that the members agree is sensible.

 

So, you are being asked to delay the reform process on a series of false premises as demonstrated above.

 

Perhaps now you can see why I get a little tetchy when people who should know better knock the reform on the basis of a considerable number of misleading statements.

 

Rod, will you now send out another email to all the people you have misled and correct the errors that have been shown to exist in your mail out? Or are you happy to leave them relying on your misleading statements?

Well You did a better job than I ever could have.

As I said in an earlier post I would ring the Preso to discuss this and we have had a preliminary email exchange. I was disappointed to learn that it is alleged that Rod had supported all the board resolutions on the new constitution right up to the final draft and now is promoting a NO vote based on untruthful information at a level that indicates a complete lack of understanding in a number of areas.

 

I have great difficulty with this kind of behaviour from an elected individual.

 

Perhaps Rod may like to provide an explanation on here as to what is really going on ... Why he supported all the board resolutions and now after the 21 day notice period is gone is standing against a decision he voted to accept as a board member.

 

I don't have a problem with a dissenting view as long as that dissenting view is known at board level, however, to support reform remaining silent at board level and to then without further consultation torpedo the process, is irresponsible and unprofessional and certainly not what I would expect from someone I elected.

 

Maybe there is an obscure reason ... Let us here it Rod; otherwise I allege that what you have posted is mischievous and irresponsible.

 

 

[rhysmcc]

RAAus Ltd can't have an Annual General Meeting until it has been operating for at least, guess what? One year! This appears to me to be a quite cynical attempt to make something look worse than it is.

Is this a rule written down somewhere? It's not in the constitution.PS Annual doesn't mean after 1 year. It means once a year, could be the start, at the end or in the middle.

 

 

[TK58]

Rod's recent contribution on this subject (post #150) contains many falsehoods and distortions that Don has ably dealt with (see post #166). At no time has Rod raised any of these 'concerns' at a face to face Board meeting, on the Board forum, or via email with the Board, the Executive, the President or the CEO. This is not a case of a Board member going public because their views have been shouted down or otherwise stifled by the Board. This is someone who has made no attempt at constructive engagement on these issues and who thinks it's OK to undermine the process he voted for. That's not how effective change should be undertaken.

 

Just to be clear, I have no issue with Rod (or anyone else) holding a contrary view on the constitution or any other subject. However peddling falsehoods to promote such a view is not the sort of behaviour we should expect or accept from any Board member.

 

 

[TK58]

Folks, here's the email Mick Monck sent the Board on this subject last night. Mick has approved me posting this.

 

All,

 

I’ve been made aware of an email from a board member that is doing the rounds and contains misleading information that is nothing short of lies. I remind everyone that they are bound by the law which states:

 

“A director or other officer of a corporation must exercise their powers and discharge their duties:

 

(a) in good faith in the best interests of the organisation; and

 

(b) for a proper purpose”

 

I cannot possibly imagine how misleading members could be consistent with this. The full text of the offending email is attached minus the name of the person who sent it. Selected parts are quoted below with the correct, factual information. I urge everyone here to read and understand the text of both the current constitution along with the new one before commenting on any aspect of it with members. To do otherwise is a clear indication that you do not understand your obligations as a board member and simply reinforces the need for reform.

 

“Regional Board member representation will be lost if the proposed constitution is introduced. There will be no local Board member, no one to call, no one with any ability or authority to effect change, and no one to work with local authorities on any matter that may affect RAAus. This is not not (sic) a step forwards.”

 

LIE

 

Members can and will continue to be able to contact board members, office staff, etc. under the new constitution. To suggest that this will not be the case simply because someone lives in a different postcode is patently false. Only this morning I was involved in conversations with several members from WA and the CEO and staff are in constant contact with members from around the country. I can only imagine this statement was made to protect the interests of an individual board seat and not the interests of members in general. The board will continue to be able to effect change and there will always be channels of communication. Read the newsletters and magazine articles that have been published, we’ve been talking about this for months.

 

“If passed at the meeting, the current Board will be removed. The new Board will consist of only 3 persons (The President, Secretary and the Treasurer) until elections are called to top up the new Board (to a minimum of 5 persons). This action does not represent good governance of our organisation and should not be supported.”

 

LIE

 

This is maintaining the status quo. That is, the executive which consists of three people currently runs the organisation for six months at a time. If maintaining this is indeed poor governance then it simply serves to highlight that we need change.

 

“In terms of accountability, the proposed constitution reduces the minimum number of general/board meetings that members can attend from the current two (23iv) to 1 each year. The first AGM under the new constitution is proposed to occur in October 2017. The current executive will not face any election for an additional 18 months term (on top of their current term) which raises the issue of having a self nominated executive moving to paid positions with no accountability in terms of an election until October 2017.”

 

LIE

 

Read the special resolutions and the constitution. The constitution states (cl44.2) that “The Directors shall meet face to face on not less than two (2) occasions in any calendar year” which allows for more than two if desired or needed. The third part of the special resolutions state that once the new structure begins operating that the old by-laws will apply. The by-laws state that “Observers may attend Board meetings”. Thus the statement that members can attend less board meetings as observers each year is false.

 

“The Board will be reduced from 12 to a maximum of 7. This was proposed as a way to save money. The current RAAus Board is made up of volunteers who meet together twice a year, the new Board will be paid positions and meet as often as they chose - there will be no cost savings.”

 

MISLEADING

 

The new board will not be paid positions by default. The members may elect to pay the directors but this is entirely up to them and must be done prior to any such payment being made. See cl40.4 – “Prior to any payment being made under Clause 40.1 the amount proposed must be approved by a resolution voted on by Members.”

 

“An individual or incorporated body can become a RAAus member (11.2) yet only members who are natural persons shall be eligible to vote (29.0). This represents a poor policy position and is clearly unfair. All members (club, school or private) who are financial and are bound by the rules of the organisation should be entitle to a vote. Also all members should be able to bring resolutions forward should they so wish. This will not be the case as defined in the new constitution (27.1). If you are an RAAus club or flying school and you pay the required membership fee, you should have the right to have your say and a vote.”

 

MISLEADING

 

This implies that there is an erosion of rights for members which is untrue, there is no change whatsoever. Ironically, giving corporate members a vote would be an erosion of ordinary members rights! Under the current constitution corporate members would be considered as Affiliate Members which, under cl2(i)c(ii) are not entitled to “hold any office of the Association and shall not be entitled to vote”. Not only is this not poor governance but if it was, the author of this email has once again reinforced the need for reform in order to correct the so called poor governance that has pervaded our history to date. Moreover, the author has practiced extremely poor governance by not declaring their interest in this issue. By being a current flying school operator and an aircraft importer they have significant material interests in this issue and should have declared this when debating the issue and seeking to gain additional rights from which they would benefit.

 

“The proposed constitution states (17.1) that RAAus shall have the right to “discipline” its members. Our new constitution should be a reform document. We really do not need this provision included in the constitution in the way it is, particularly when the Board and RAAus members have not signed off on what the disciplinary powers will be.We have no need to follow CASA along the path of defining every mistake as a breach of the regulations, and that every breach should be punished with a penalty.”

 

LIE

 

Under Part 149, which the constitution is designed to be compliant with, we do need provisions for discipline. The astute reader would note that the section is titled “Dispute resolution” as we believe that not every issue requires discipline but nonetheless, it is required under the new regulations. Moreover, any dispute resolution is better than the current option which is to either ignore any responsibility and risk the wrath of the regulator or simply expel the member in question. In either case we risk the members rights being eroded. Is that what we’re trying to do here?

 

“With the current RAAus membership, 100 members will be the minimum number of members needed to call for a general meeting. Realistically future constitutional amendments by members will be difficult to achieve, due to the number of supporting RAAus members required to make a change. The bar remains set too high.”

 

LIE

 

There is no change whatsoever here. The old constitution has an identical requirement and this has not changed. Compare cl23(ii) from the old constitution – “The Board shall, on the requisition in writing of the lesser of 5% or 100 Members, convene a general meeting of the Association” – with cl18.2 from the new constitution – “If at least one hundred (100) Members or 5% of the membership, whichever is the lower, [the Directors must call a meeting]”. Furthermore, cl27.1 of the new constitution clearly states that “any current Member with voting rights may give: (a) written notice to the Company of a resolution they propose to move at the general meeting”. In other words, a single member can propose a special resolution at any general meeting.

 

“A further restriction to future constitutional reform will be in place with at least 75% of the votes cast by members required (para 65.0) to pass a special resolution. Allowing the current proposal to proceed with a plan to “fix it later” will be a challenge due to the high acceptance required for any future amendment.”

 

LIE

 

This, once again, is not true. There are no further restrictions placed on members. The Corporations Act defines a special resolution as “in relation to a company, a resolution of which notice as set out in paragraph 249L(1)© has been given; and that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution”. S249 details the contents of the notice and requires that 21 days notice be given. Under the Associations Incorporation Act special resolutions are treated in cl20 which states that a special resolution must be passed at a meeting “being a meeting of which at least 21 days notice” and that it must be “passed by at least ¾ of the votes”. Anyone who is up to speed with their obligations under the law and the current constitution as well as being familiar with the new constitution will quickly see that there are no further restrictions.

 

It is extremely disappointing to see that a board member has flagrantly ignored their fiduciary duties, displayed such a lack of integrity and blatantly misled a portion of the membership. Although I don’t expect that such a person would do the honourable thing and retract their comments with a detailed explanation of why the comments are false, I would urge them to do so nonetheless.

 

Regards,

 

Michael

 

 

[gandalph]

gandalph,What I have posted here is not the Board's case "FOR" the proposed reform.

It is strictly my independent, personal opinion and facts that come from my research and accumulated knowledge.

 

As I strongly support the need for change, I feel under no pressure, personally, to put a NO case forward. I couldn't do it because I can see no logical case for not making this very substantial step up from our current weak, inefficient structure.

 

The Board I'll leave to speak for itself but it still doesn't make any sense for me for the Board to derive a strategy for reform and then argue against it.

Don, I understand that and I understood that from the start. I should perhaps have made it clear that I was referring the the 6 newsletters sent to all members that set out the case and arguments for change. I feel that it would benefit members to be fully informed of both sides of the case and those newsletters would have been an ideal vehicle for that. I can see how you could think that my closing comment in post #132 (see below) was asking you personally to put the opposing argument and I apologise for not being clearer in my intent. I should have said something like: "Don, can you lobby the President or CEO to do that please?" Again, apologies for the confusion

 

However, I still wish the Board had seen fit to put forward the case against the proposed changes so that we all had the opportunity, if we wished, to make a fully informed decision. (Don, that can still be done.)

[Admin]

“If passed at the meeting, the current Board will be removed. The new Board will consist of only 3 persons (The President, Secretary and the Treasurer) until elections are called to top up the new Board (to a minimum of 5 persons). This action does not represent good governance of our organisation and should not be supported.”LIE

This is maintaining the status quo. That is, the executive which consists of three people currently runs the organisation for six months at a time. If maintaining this is indeed poor governance then it simply serves to highlight that we need change.

Sorry but this is a LIE whilst calling the other post to be a LIE.

The President, Secreatary and Treasurer do NOT run RAAus in between the two meetings as a board forum is used for official voting inbetween meetings along with communications and ALL board decisions. We have a very bad scenario in the running of RAAus with both yes and no options if we think or give rights to just 3 people to run our Association. If I was on the board and 3 people tried to make unilateral decisions without the agreement of the whole board then boy would I be jumping up and down. So one is lieing in calling the other a lier

 

 

[TK58]

The President, Secreatary and Treasurer do NOT run RAAus in between the two meetings as a board forum is used for official voting inbetween meetings along with communications and ALL board decisions.

Section 11(iv) of the current constitution states:

 

"The President, Secretary and Treasurer shall form

 

the Executive

 

of the Association and

 

shall be responsible for all matters relating to the affairs of the Association

 

 

whenever the Board is not meeting

 

and, subject to any decisions of the Board, shall make all the decisions necessary in relation to the Association's business and shall act in the case of emergency."

 

That certainly looks like running the organisation between Board meetings to me.

 

Yes, there is a Board forum that is used to discuss and vote on any policy matters that arise between meetings. However there are many interactions between the Executive and the CEO that don't involve the full Board for a variety of reasons including that they don't require a policy decision to be made, they need a rapid decision to be made, or the CEO simply needs some guidance.

 

The Executive doesn't run all decisions past the Board before acting, for the same reason the Board doesn't run all decisions past the members before acting. What would be the point of having an Executive if it couldn't act independently? The Executive is required to act in accordance with the policy direction set by the Board, and to report to the Board; just as the Board is required to act in accordance with the wishes of the membership as a whole and is accountable to the membership as a whole. And in practice the current Executive does refer anything of significance to the Board beforehand when possible, and as a priority otherwise. But it is in no way a lie to suggest that the Exec is running the organisation between Board meetings.

 

 

[facthunter]

A bit selective. There is no way the executive would run against the wishes of the board and be allowed to continue to do so in the previous system. Nor should it. The board reflects the members That is why we go to the trouble of electing them.

 

Are the executive going to be directly elected in the future? Nev