Editorial Comment on RAAus Constitutional Reform

[Admin]

Many of you have already voiced your opinions in the forums here across several threads relating to the proposed constitutional change and organisational governance structure. I will not go over them here because they are all YOUR opinions and as an RAAus Association member (as of today and maybe not in the future) your opinion is extremely valid and it is YOUR right (today without recourse) to have it.

 

For over 12 years now, yes 12+ years, this site/resource has provided an avenue for recreational aviators to say what is on their mind, to voice their concerns and opinions and most importantly, free from any controlling authority, free from biases and political agendas simply because of the huge mass in its membership. This is the very same with the RAAus, an association of members who have the ability through mass to easily change its own destiny, resolve their own issues and all without the need for extensive outside influence.

 

We have earned the right to be relaxed in our pursuits of enjoyment (flying regulations aside) along with all our other like-minded friends that abound in OUR Association. It is that, it is not just about flying, or working in our garage at home building an aircraft, it is also the incredible community getting together free from controlling authoritarian constraints at some of the most interesting locations possible in our great land. This is our culture, our freedoms and our pursuits.

 

When we run into problems, the power of the 'Association' as a collective comes to the fore. In the past when we have been confronted with an insurmountable and potentially destructive problem within OUR Association we haven't had the need to be bounded by the constraints of a commercial environment to find some form of resolution...that is the point and what RAAus is today. We have always worked together as an association of members to resolve our issues.

 

Quite frankly, typed words of a constitution, charter, terms of reference or any other type of hard instrument that we have placed our heart on will not, and never could explicitly cover, every single scenario that may confront us. However, when locked into a commercial structure we will be simply left to interpretation but WHOSE interpretation is correct...do we have to run to lawyers, government entities, accountants, business executives every time we have an issue big or small? What about the very core of OUR Association and what got us here…not just the lawyers, doctors, accountants but the panel beaters, the farmers, the truck drivers, the office workers, the retiree because it is them that recreational aviation is all about and at all costs MUST always be about, the collective of like-minded individuals that belong to an Association group and not some corporate business governance structure.

 

My biggest concern is that this reform will in my opinion make RAAus top heavy, too much business orientated which we do not need or must have. A smaller board to a corporate framework that focuses on the strategic elements of RAAus armed with a set of rules that members, now shareholders, must abide by if interpreted correctly. Member (shareholders) thinking that they are protected by ASIC or the like is a fallacy. As long as the required submissions are made and requirements are met, and unless a director acts improper, then we are still on our own. So what is different to now…nothing. We still have to make our submissions to the appropriate authorities, and we can collectively change most things about our association very easily as we have always done, the members have more control as a collective in the manner we are currently structured than to pass that control over to a commercial framework.

 

Now with the reform we will have a corporate structure, a smaller board most likely made up of professionals, governed by corporate rules and regulations together with a business CEO all making the association top heavy on business. What about the members (nay shareholders)? This does not sit right with me. If this was to go ahead, then we need, no MUST have, some form of independent member representation. The current member charter states a dispute process from office...escalated to CEO...escalated to the board but this keeps everything in-house without any independence provided for members. The only alternative is through a legal course of action costing the member his own funds and believe me for those that know when the board tried to stop my membership because of running this site, the only recourse was through both legal avenues and the swell of members outcry. We haven't learnt from this as a better course of action for members MUST be included. We will simply have a top heavy corporate business where the plights of members can be ignored. So RAAus is not ready to move into a corporate infrastructure in one big bang approach.

 

My very important point here is that the movers of this reform have not given any real consideration to the organisational impact and make up of RAAus that will still provide the focus of what RAAus has always been about, the members.

 

There are two ways to change culture, the 4x2 method which RAAus is attempting but does not have the luxury of doing successfully without major negative impact or through the slower, more precise and more palatable method of implementation through gradual change.

 

We have seen that we as a collective can bring about positive change but let’s control it at a pace that suits OUR association. We don’t need to go full steam ahead into reduced board members, corporate structure, documents of rules for this and that with an unbalanced corporate skill set…there is absolutely NOTHING that is forcing this all at once, we have no dates to abide by, we have no issues that any of these changes must be invoked to resolve, we have no need to do anything today. So, let’s take a step back and take each element one at a time that will allow us to give each one our full focus and attention, that's how we do things as a collective.

 

It is pretty much agreed that the current board numbers are too high…perhaps we could start with that. Why can’t we start with the proposed Members Charter, we don’t really have one today so that could be considered as a great start, an improvement for the Association Members. Perhaps we could simply take all this on in manageable chunks to REALLY define what WE want for our Association at a pace that allows us to focus and evaluate each and every individual incremental change. The result would be far greater with more buy in and we will have exactly what we want and have defined ourselves.

 

I will strongly be voting NO on this reform…there is a better way, a way that I believe is more acceptable, more successful and would be exactly what the members want, each part of it and in a way that THEY can control the future of THEIR ASSOCIATION.

 

I urge every member to vote, vote to your own beliefs but vote

 

Thanks for your time

 

Ian Baker

 

Recreational Flying Administrator

 

(Please, no spin doctor comments)

 

 

[Fishla]

Are we a lobby group? Or an arm of CASA?

 

I'm a new pilot. Want to fly for fun.

 

Pretty sure I want to be apart of a lobby group to secure the right to fly for fun.

 

So don't quite understand the need for change in that respect.

 

 

[pmccarthy]

Ian I think you just blew any chance of a future reconciliation with RAAus, which I was hoping you would achieve. The need for the new constitution is crystal clear to me and I will certainly be voting for it.

 

 

[fly_tornado]

The roll out of the new constitution reminds me of the roll out of the MARAP program in 2014, the board rolled out a new set of rules which overstepped the RAA's legal rights and would have denied aircraft owners the rights to make modifications to non-factory aircraft without approval from the technical director.

 

When this was made public, the board members seemed to have no idea what MARAP entailed and claimed it was a draft email when the website clearly stated the opposite of their excuses.

 

From what I can see from this new constitution, MARAP would have gone through thanks to the streamlined decision making process.

 

My personal feeling is that the board are unhappy with the current RAA constitution and find it unusable, resign and let someone else run the RAA.

 

Just resign guys, its time to move on.

 

 

[gandalph]

Ian, No spin doctor comments? Really?

 

We really do need a "Disagree" button

 

 

[Admin]

Ian I think you just blew any chance of a future reconciliation with RAAus, which I was hoping you would achieve. The need for the new constitution is crystal clear to me and I will certainly be voting for it.

Exactly, the need for a new constitution I fully and comprehensively support, just like many others however not in the context that is being put forward. This is either a Yes or No vote on everything, a package deal so voting Yes is to vote for all of it, the constitution, the Charters, the corporate infrastructure, the number of board members, the changes to member representation etc etc etc. Each one is a subject in their own right that in my opinion needs to individually assessed and agreed upon by the members. If you agree to 55% of what is being put forward but disagree to 45%, then you have to accept that 45% without the ability to change it. Much better in my opinion to take each individual 5%'s and work them out individually to get closer to the 100%.

Also, I believe a working future between this site and RAAus should be done on the merits and benefits to the members and not lowering my beliefs for profit (non financial sense). If board members manage by personality instead of what is good for RAAus and its members then we really do have a mammoth problem and no constitution change or corporate governance will fix that. Be true to yourself and others!!! but also sit down and have a beer together

 

 

[kasper]

Ian I think you just blew any chance of a future reconciliation with RAAus, which I was hoping you would achieve. The need for the new constitution is crystal clear to me and I will certainly be voting for it.

And thats a problem in itself ... there should NEVER be an attitude that anyone NEEDS to reconcile with RAAus as an organisation - that's is a very 'them and us' mindset that should not be part of the RAAus member association.

Reconciliation with individual board members or individual employees on differences that have existed (and should exist - its a political entity) is part of the expected operations of a member association but to have anyone even think that as an organisation they need to reconcile with an individual member of the association leaves me dumbfounded.

 

 

[Admin]

Please note that I have edited the Editorial Comment in the opening post of this thread due to discussions had that further clarifies previously provided information

 

 

[terryc]

I am also voting no for much the same reasons, It appears to me that we will have a well paid, well run organization [by professionals] with no member input at all wanted or needed. Change I'm up for, but not all or nothing.

 

 

[Guest Andys@coffs]

Ian

 

I struggle with this comment you make:-

 

" As long as the required submissions are made and requirements are met, and unless a director acts improper, then we are still on our own. So what is different to now…nothing."

 

Under the ACT incorporated association legislation we had no protection at all for anything no matter what.......its my personal opinion on what I understand of the situations, which is not 100% of the circumstances, that previously:-

 

• The required submissions were not made! (on time or in some cases at all)
   
   
  
• The directors did act improperly! (and did not apply principles of natural justice....as you yourself can surely attest to!)
   
   
  

 

 

 

and ORS did exactly nothing even when those failures were identified to them......So how can you then claim the difference will be nothing when you suggest that ASIS will do something if those things aren't done??????

 

I accept that ASIC may not in everyone's eyes do all that they might wish it did, but then if people investigate what legislation ASIC actually enforce then in most cases peoples belief that ASIC is a toothless tiger is more speaking to their lack of knowledge as to what ASIC does, and what other Federal and State Government organisations do. There have been, over the years, many Company Directors that have found that ASIC, the toothless tiger, was nonetheless capable of bitinmg them square on the ar$e when they failed to fulfil their obligations to legioslation that ASIC does enforce.

 

Now it may be that ORS feels exactly the same way, My expectation of what they would do might have been in advance of the powers that they had, however if that was the case then a suggestion that the people bringing the complaint would be better talking to the federal police of Gov dept X might have been more help than simply suggesting that you need to apply democratic process......I mean ultimately they were right we as a membership did fix the issue through application of democratic principles, however while doing that many of us had aircraft that at the time were capable of lawn ornament duty's only!!

 

So in summary I believe that you concluding that the current enforcement possibilities of the ACT ORS system and the ASIC one being equally useless is a gross over simplification. Neither are perfect, but ASIC has shown through the years that it can and will bite when it has to, and its covered by legislation in doing so....

 

I also struggle with your suggestion that we do things bit by bit, you suggest that we should perhaps first aim to have a members charter.....exactly how would such a charter link in to the existing structure so that its governance basis was something rather than a sole shag on a rock cutoff from everything else....you would need to put up an amendment to the existing constitution to allow the constitution to recognise and endorse its existence, and you would need for the things that are addressed in the members charter to be excised from the constitution....... it sounds simple but in reality wont be....

 

Don and others, including me from time to time, started to try and adjust our existing constitution and gave up when it became clear that what happens when you want to change 5 facets of the constitution and they are all inter related but for some reason 3 get through and 2 do not and now we have a constitution that doesn't make any sense and is perhaps more broken that it earlier was....we would have been better in that situation to have recision motions already written and ready to be voted on in the event that some adoption motions didn't get across the lines....but wouldn't that confuse the hell out of members if we have to put forward a motion to adopt a change and also a motion to unadopt the same change in advance of the meeting because our rules state that you cannot put forward a motion on the spur of the moment at the meeting but rather it must be in advance of the meeting,

 

Its my view that a piecemeal approach to our constitution is a disaster in the making. bring on the gold plating and bring out the fetid existing constitution for application thereto

 

Andy

 

P.S I didn't know whether to post this or not, I don't know if speaking passionately about something is "spin doctoring" or not. I don't believe any facts have been harmed in the making of this post....but hell what would I know as I rotate around my own axis at speeds approximating a helicopter rotor.......

 

 

[pmccarthy]

To me it is simple. People who have experience of good corporate governance are in favour of the change. People who jump at shadows are afraid of change. They start with opposition to change, then work remarkably hard to justify their position. It is a well known psychological trait and many of the worlds problems and business failures arise from it. It is well intentioned, but wrong.

 

 

[facthunter]

Many start with an assumption and then selectively tout the advantages, ignoring the disadvantages.

 

pm you have categorised the positions attacking the nature of people with views that oppose yours. This process is also common in the media and not a satisfactory way to make a point. Logically the case should be made on it's merit or otherwise. Nev

 

 

[Admin]

Having read the latest iteration of the proposed charter and constitution, am I wrong in saying or have I misinterpreted that there is no provision for a member to have the right, as we have now, to sit in on non in-camera directors meetings?

 

 

[turboplanner]

Under the ACT incorporated association legislation we had no protection at all for anything no matter what.......its my personal opinion on what I understand of the situations, which is not 100% of the circumstances, that previously:-

 

• The required submissions were not made! (on time or in some cases at all)
   
   
  
• The directors did act improperly! (and did not apply principles of natural justice....as you yourself can surely attest to!)
   
   
  

 

 

 

and ORS did exactly nothing even when those failures were identified to them......So how can you then claim the difference will be nothing when you suggest that ASIS will do something if those things aren't done??????

 

P.S I didn't know whether to post this or not, I don't know if speaking passionately about something is "spin doctoring" or not. I don't believe any facts have been harmed in the making of this post....but hell what would I know as I rotate around my own axis at speeds approximating a helicopter rotor.......

An Incorporated Associati0n is expected to sort its own problems out rather than go running to the government about its politics. It can do this by sanctions from minor penalties to suspensions to sacking officials to expelling members, and that includes life expulsion. Set up correctly it is not only powerful, but control is always in the hands of members. That this hasn't been done, even now, by the people elected to manage the organisation should be the real concern of every member.

 

Interesting that only now there's a suggestion that someone went to the ORS and they did nothing.. why would they? What did happen was that only one GM was called, the strategy was foolishly broadcast beforehand and a board member cut it off at the pass. Even the motions passed at the meeting were unconstitutional because no one was smart enough to ask non members to leave the room during the votes; so all motions and all decisions arising from those motions are invalid today, transparency didn't improve, Natfly was cancelled, printed magazines were cancelled, and so on.

 

ASIC was not set up for, and is likely to be substantially underwhelmed by people coming to it bleating about their politics. Take a look at company failures; all the money is usually gone by the time ASIC steps in.

 

 

[facthunter]

If you get too far away from "Common acceptable practice" People will react. Nev

 

 

[fly_tornado]

To me it is simple. People who have experience of good corporate governance are in favour of the change.

Its full of errors though, which exhibits the lack of effort put into the execution.

 

I can't see any mechanism to stop the current board cementing themselves into paid work for the next 9 years nor can I see any mechanism strong enough to evict the directors once in power.

 

 

[kasper]

Having read the latest iteration of the proposed charter and constitution, am I wrong in saying or have I misinterpreted that there is no provision for a member to have the right, as we have now, to sit in on non in-camera directors meetings?

Correct, Under corp law a member of a corporation has right to attend a general meeting but not the directors meetings. Management of the corporation sits very squarely and solely on the directors of the corporation and unless there is written into the constitution there is neither a right to attend a meeting of directors nor be told of decisions of the directors other than through the annual report to members ...

 

 

[Admin]

So we can be left in the dark for up to 1 year on the goings on history has shown us that if a couple of bad board members, nay directors, get on to the board we wouldn't know of any stuff ups for up to a year, except for any information the directors choose to disseminate and in a way that they choose to disseminate it

 

 

[DonRamsay]

Correct, Under corp law a member of a corporation has right to attend a general meeting but not the directors meetings. Management of the corporation sits very squarely and solely on the directors of the corporation and unless there is written into the constitution there is neither a right to attend a meeting of directors nor be told of decisions of the directors other than through the annual report to members ...

Kasper,

The current Constitution does not give Ordinary Members any right to attend a Board Meeting. The right for a member to attend a Board Meeting is contained in By-law 5 which includes several practical constraints on that attendance.

 

By the Special Resolution that members are being asked to vote on that right continues unchanged.

 

To me this is an example of an unfounded suspicion that I find so confronting. The very people who have worked so hard to dig RAAus out of the morass that was created by undisciplined Boards in the past are somehow suspected of trying to destroy the organisation that they've worked so hard to save.

 

Let's make it crystal clear, the Board Members of RAAus Ltd will be elected by the exactly the same group of people who elected the current Board. There is no pre-qualification other than those set out in the draft constitution and those are the same eligibility rules as for the current constitution with the addition of two matters required by corporations law:

 

• are a Member of the Company,
   
   
  
• are nominated by two (2) Members entitled to vote,
   
   
  
• give the Company their signed consent to act as a Director of the Company, and
   
   
  
• are eligible to be a Director under the Corporations Act.
   
   
  

 

 

All directors will be Recreational Aviation pilots/builders/maintainers exactly the same as now.

 

Why would that cause a change in the culture of the Board and of RAAus?

 

Both Incorporated Associations and Companies Limited by Guarantee are legal entities: bodies corporate. The form of incorporation has no impact on the purpose of the corporation - the purpose is that spelled out in the constitution.

 

The ramifications of misbehaviour by a Director under ASIC are much more severe compared with the ORS. Why would a Board suspected of making life easier for themselves want that?

 

AS Andy says above, we didn't go to the ORS on political issues we went about actual breaches by Board Members of their duties to the detriment of the members. And the ORS told us to sort it out for ourselves.

 

I can't see ASIC being presented with facts of a breach of good faith by a Director of RAAus Ltd shrugging their shoulders - that would be a breach of the corporations law.

 

 

[DonRamsay]

. . . We really do need a "Disagree" button

We could probably also use a "block posts from this sender" button, couldn't we FT?

 

 

[fly_tornado]

Just resign Don

 

 

[DonRamsay]

I know I shouldn't but . . .

 

Its full of errors . . .

Name one or all . . .

- preferably a few weeks ago so that they could have been corrected before members were asked to vote on it.

 

I can't see any mechanism to stop the current board cementing themselves into paid work for the next 9 years . . .

"I can't see . . ." I'm no optometrist but perhaps it could have something to do with acute myopia?

 

Not familiar with the concept of a ballot box FT?

 

How are recalcitrant directors going to avoid the Ballot Box? At least we've now limited their term from the previous life sentence.

 

You may have missed the fact that Directors can only be paid if the payment is approved by a General Meeting of, guess who, the members.

 

. . . nor can I see any mechanism strong enough to evict the directors once in power.

See "myopia" and "ballot box" above.

Seriously, why do you still do this FT? You got my goat years ago. Please, do us all a favour and give it a rest.

 

 

[coljones]

To me it is simple. People who have experience of good corporate governance are in favour of the change. People who jump at shadows are afraid of change. They start with opposition to change, then work remarkably hard to justify their position. It is a well known psychological trait and many of the worlds problems and business failures arise from it. It is well intentioned, but wrong.

Just a rant!! I used to get the same pathetic rubbish from my teachers who would say "this will make a man of you" as they laid in with 6 of the best assuaging their own inadequacies and failings.

ASIC can't/won't protect anyone. The directors and staff are having great difficulty protecting their kids's money boxes from the banks. Bond got banged up but not for his biggest crimes and I suspect that Palmer will be long dead (or living in Bermuda) long before anyone will lay a feather on him.

 

 

[DonRamsay]

Having read the latest iteration of the proposed charter and constitution, am I wrong in saying or have I misinterpreted that there is no provision for a member to have the right, as we have now, to sit in on non in-camera directors meetings?

By-law 5 that, by the Special Resolution, continues the right to attend unchanged.

 

 

[Admin]

The current Constitution does not give Ordinary Members any right to attend a Board Meeting. The right for a member to attend a Board Meeting is contained in By-law 5 which includes several practical constraints on that attendance.By the Special Resolution that members are being asked to vote on that right continues unchanged.

Personally I see nothing in the last resolution that continues our current privilidges. It simply states that existing members will be transferred, the plain english version to me seems a misrepresentation of the resolution;

6. Ordinary Resolution: Appointment of Members: That the persons who are members of Recreational Aviation Australia Incorporated shall be the initial members of the company on registration with ASIC.

 

The final resolution ensures that the current membership will be transferred to the new company without any interruption of rights or privileges that any member currently has