Editorial Comment on RAAus Constitutional Reform

[Admin]

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

Special resolution #5 states

5. Ordinary Resolution: Appointment of New Directors: That the President, Secretary and Treasurer of Recreational Aviation Australia Incorporated shall be the initial directors of that organisation on registration as a company from the date of effective registration of Recreational Aviation Australia Limited by the ASIC. Those directors shall cause an election to be called as soon as is practical, and in any case no longer than six months after the end of the 2015/16 financial year, to bring the board size to no less than five members.

 

The current constitution places the responsibility for the affairs of RAAus Inc on the executive of the board. This clause maintains that responsibility for the transition period prior to a full board being appointed. Furthermore, this resolution compels the new directors to call an election within six months of the end of the financial year to bring the new board to a minimum of 5 members.

 

HOW does that transfer our rights

 

 

[DonRamsay]

Special resolution #5 states5. Ordinary Resolution: Appointment of New Directors: That the President, Secretary and Treasurer of Recreational Aviation Australia Incorporated shall be the initial directors of that organisation on registration as a company from the date of effective registration of Recreational Aviation Australia Limited by the ASIC. Those directors shall cause an election to be called as soon as is practical, and in any case no longer than six months after the end of the 2015/16 financial year, to bring the board size to no less than five members.

The current constitution places the responsibility for the affairs of RAAus Inc on the executive of the board. This clause maintains that responsibility for the transition period prior to a full board being appointed. Furthermore, this resolution compels the new directors to call an election within six months of the end of the financial year to bring the new board to a minimum of 5 members.

 

HOW does that transfer our rights

Sorry Ian, I've mislead you. The By-law 5 that I was referring to I should have clarified is the By-law 5 that currently exists for RAAus Inc and will be transferred to RAAus Ltd in the Special Resolution proposed for a vote at the General Meeting on 14 May:

"That Recreational Aviation Australia Incorporated adopt a new form of Constitution in the form circulated with the notice of meeting and placed before the Meeting and signed by the Chairman for identification; until altered or varied in accordance with the replacement constitution,

 

the by-laws of the organisation shall mutatis mutandis apply.

 

"

 

This says that the By-laws that exist now will apply in RAAus Ltd exactly as they apply now. The right to attend a Board meeting now will be exactly the same and does not change. "mutatis mutandis" is a cute Latin phrase you may not have come across. I couldn't remember what it meant so looked it up. In this context it simply means that as soon as the arrangements for the formation of the new company are in place, the old By-laws will apply with equal force in RAAus Ltd. No change to the members rights to attend a Board meeting.

 

 

[Admin]

Col, I'm not sure you can logically link your corporal punishment peccadillo and sociopathy with an attempt to explain why some people resist change. But, I grant you it is your right to do so.

Funny, about change...it was only a couple of weeks ago I compiled a project management guide on Organisational Change Management so Don I think what you have posted goes against proper change management processes

Organisational Change Management Guide v1.pdf

 

Organisational Change Management Guide v1.pdf

 

Organisational Change Management Guide v1.pdf

[Admin]

So Don, if the bylaws still exist and the only thing changing is the constitution to provide for a commercial company, why not just have put the same amount of effort and cost into changing our Constitution keeping the association as the bylaws are still there. It is many of the bylaws that have caused our issues in the past.

 

As I keep saying, for example take the bylaws apart by consulting the membership first, implement a member charter, etc etc etc then write a constitution with these in mind. This is getting silly in what I currently believe is not very well planned, sorry to say, I could be wrong but I can only comment on what is being said and what I see is being done and pushed to us.

 

 

[DonRamsay]

Funny, about change...it was only a couple of weeks ago I compiled a project management guide on Organisational Change Management so Don I think what you have posted goes against proper change management processes

Not sure I follow you here Ian unless you are commenting on the entire process from conception to the vote on 14 May. If this is what you meant then I can agree with impunity because I was late to the party. However, I know I would not have done it any better than it has been done.

RAAus recognises that it has to become much better at change management than it has been in the past. The major changes coming soon in the form of the Tech Manual and Ops Manual revisions are close to the end of the project but RAAus is very keen to get much better at how these changes are managed in future.

 

I believe that the process used over a number of years on the Tech Manual has been better than we've ever done in the past but we are determined to do it much better in future.

 

One thing is for sure and that is that it will be much more readily managed with a smaller Board than it has been with 13 on the Board.

 

Don

 

 

[Admin]

Oh Don, you post that AFTER you requested to have your post deleted "Ian, could you do me a favour and delete this inappropriate post. Thanks, Don" saying it was inappropriate and once gone say this

 

 

[fly_tornado]

There are plenty of ways you can serve the flying community Don apart from running the RAA, start a flying club, organise a fly in etc. are all good solid efforts that hold you in good stead with the community.

 

 

[DonRamsay]

So Don, if the bylaws still exist and the only thing changing is the constitution to provide for a commercial company, why not just have put the same amount of effort and cost into changing our Constitution keeping the association as the bylaws are still there. It is many of the bylaws that have caused our issues in the past.As I keep saying, for example take the bylaws apart by consulting the membership first, implement a member charter, etc etc etc then write a constitution with these in mind. This is getting silly in what I currently believe is not very well planned, sorry to say, I could be wrong but I can only comment on what is being said and what I see is being done and pushed to us.

Ian,

I had a crack at doing it piecemeal over a number of years and in the process proposed some 25 Special resolutions. What we ended up with was starting to look like a patchwork quilt and still had many defects. The reason I kicked off the first Constitution Review Committee in 2012 was because I had read the constitution and thought it looked like it had been written as a High School project.

 

I agree that it is difficult for the average member to get their head around such a big change. I've been at constitutional reform for years and it took me several days of intense work to go through the draft. I came up with pages of questions and suggestions for changes. All were accepted or a good reason was given as to why the suggestion should be declined. I was very happy with the hearing I got and had no issues outstanding at the end of that process.

 

This big change will set RAAus up for many years into the future. I expect big changes in the future like the higher MTOW and access to CTA that could swell the RAAus membership. Problems with administration in the other RAOs could see further expansion of RAAus. I'd like to see RAAus on a professional footing that will be hard to wreck compared with the soft target RAAus was back in 2010.

 

It will still be open for any member to do, as I did, and propose a Special Resolution for a change they think is required.

 

 

[kasper]

I know I shouldn't but . . .

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 . . ." 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.

 

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.

I'll give you one VERY large practical issue that was raised and not addressed ... and it applies to every single one of the 10,000 off initial members

Under the current operations RAAus has moved from paper notification to electronic notification and moved from positive individual notification to passive we posted it and you have to make/keep yourself aware. Not arguing the rights or wrongs of that situation but given that IS the current situation the draft constitution fundamentally changes that as RAAus under this new constitution CANNOT infer acceptance of a Member of any form of electronic communications and CANNOT even infer that an email address already held can be used for ANY purpose under this Constitution ...

 

Now lets assume that this is accepted and we all become initial members ... RAAus will have to WRITE to use in old fashioned paper through the post to get acceptance of ANY form of electronic communications permission.

 

Not an argument about or against the structure being put forward but PRACTICAL difference in process current to new required that WAS raised with RAAus for over 5 months during the draft cycles and NOT addressed.

 

 

[DonRamsay]

. . . RAAus will have to WRITE to use in old fashioned paper through the post to get acceptance of ANY form of electronic communications permission. . . .

Kasper,

Can you help me with references to things you've read that support that conclusion?

 

Thanks

 

Don

 

 

[Admin]

Ian,I had a crack at doing it piecemeal over a number of years and in the process proposed some 25 Special resolutions. What we ended up with was starting to look like a patchwork quilt and still had many defects. The reason I kicked off the first Constitution Review Committee in 2012 was because I had read the constitution and thought it looked like it had been written as a High School project.

 

I agree that it is difficult for the average member to get their head around such a big change. I've been at constitutional reform for years and it took me several days of intense work to go through the draft. I came up with pages of questions and suggestions for changes. All were accepted or a good reason was given as to why the suggestion should be declined. I was very happy with the hearing I got and had no issues outstanding at the end of that process.

 

This big change will set RAAus up for many years into the future. I expect big changes in the future like the higher MTOW and access to CTA that could swell the RAAus membership. Problems with administration in the other RAOs could see further expansion of RAAus. I'd like to see RAAus on a professional footing that will be hard to wreck compared with the soft target RAAus was back in 2010.

 

It will still be open for any member to do, as I did, and propose a Special Resolution for a change they think is required.

Sorry Don, and I say with all thanks for trying and with respect, but perhaps you may not have been the right person to do it then if you consider that you couldn't do it by piecemeal. Perhaps a better business decision would have been to say it was beyond you and get more appropriately skilled resources to do it. WE ALL can do at least one thing better than everyone else...a very successful person has been able to find it or gets another person who is successgul at it to do it

 

 

[Guest Andys@coffs]

I'll give you one VERY large practical issue that was raised and not addressed ... and it applies to every single one of the 10,000 off initial membersUnder the current operations RAAus has moved from paper notification to electronic notification and moved from positive individual notification to passive we posted it and you have to make/keep yourself aware. Not arguing the rights or wrongs of that situation but given that IS the current situation the draft constitution fundamentally changes that as RAAus under this new constitution CANNOT infer acceptance of a Member of any form of electronic communications and CANNOT even infer that an email address already held can be used for ANY purpose under this Constitution ...

 

Now lets assume that this is accepted and we all become initial members ... RAAus will have to WRITE to use in old fashioned paper through the post to get acceptance of ANY form of electronic communications permission.

 

Not an argument about or against the structure being put forward but PRACTICAL difference in process current to new required that WAS raised with RAAus for over 5 months during the draft cycles and NOT addressed.

Kasper

 

If you feel you've been duded then you, and anyone else of a like mind, feel free to contact the ACT Office of Regulator Services and get them motivated to address the obvious shortcomings.......In the meantime we'll just wait for progress in addressing that........

 

Alan

 

I believe I've already agreed that in having learnt the lessons of the last EGM we would not replicate exactly what was done last time if we ever found ourselves in the position of having to rinse and repeat.... However, it is clear that the vast majority of the problematic board members of the time are no longer with us.....so success may have been even more successful if we did things differently, but by no means can you stretch what was success to be failure, except by bounding to a very small timeframe...... Also, I apologise for having the mistaken belief that if a state/territory/federal government legislates, and expects people to apply the rules then they must enforce. Legislation without enforcement is just so much wasted breath and taxpayer $.... We went down that path because to us, and you at the time if I recall correctly, the Committee members had failed in meeting their legislated requirements, and to Get ORS to address meant we as individuals and collectively as members didn't need to spend $$$$ of our own, or the organisations money we could all ill afford to get it addressed democratically, I mean surely it was reasonable to expect that the EGM would be held at Coffs, and not 2 commercial plane tickets away from me..... If ORS could have investigated and sanctioned any proven failings then we would not have needed to all spend that $250k or so to address ultimately, through the ballot box.....

 

At the end of the day people are as entitled to their view as I am to mine, one of us will be wrong, how we will ever establish which of us that was, and agree on it, is likely as elusive as a new constitution......FT for you to call on Don to resign is on the one hand simply stunning in a leap from where we are to somewhere I cant see, on the other hand, not really that much of a surprise at all........ In an attempt to understand can you please tell me in a logical sequence how you read everything here and logically then came to believe that the only right and proper thing for Don to do is to Resign??? What exactly is it that he has failed to do for you?

 

Andy

 

 

[kasper]

Kasper,Can you help me with references to things you've read that support that conclusion?

Thanks

 

Don

57. Notice to Members

57.1 Notice or any communication under this Constitution may be given to a Member:

 

(a) by posting it to, or leaving it at the address of the Member in the register of Members or an alternative address (if any) nominated by the Member for service of notices,

 

(b) sending it to the email or other electronic address nominated by the Member as an alternative address for service of notices (if any),

 

© if agreed to by the Member, by notifying the Member at an email or other electronic address nominated by the Member, that the notice is available at a specified place or address (including an electronic address), or

 

(d) any other means made available by the Company and agreed to by the Member.

 

57.2 A Member may agree to receive notice by publication of a notice on the Company’s website.

 

So reading this it is very clear in 57.1(b), © and 57.2 the member must either nominate or agree to any form of notification that does not involve 57.1(a) written paper notice sent to the address on the register.

 

Until the constitution is passed I am NOT a member so any agreement or nomination to the predecessor organisation cannot be ported across as it is a positive requirement of the Member holding the power to agree to or nominate.

 

So there you go - its written VERY clearly in the Constitution and this was all pointed out MONTHS ago.

 

And as I have posted on another thread I WILL excersie my right to not nominate electronic acceptance of anything under the constitution - not because I do not think they may be good methods of info distribution but because I will FORCE the RAAus company to address the serious practical issues wothin the drafting that WILL without a bastard like me mean that the first time the organisation calls an GM or anything they WILL breach their own Constitution and the whole process will be subject to challenge.

 

Nothing here about not wanting change - but EVERYTHING about wanting change that has been not only aligned to a strategic change plan but HAS been assessed against current operating processes ... this Constitution has not.

 

 

[Admin]

One of the points made is interpretation and the above is a good example. It says "communication under this Constitution may be given to a Member" not WILL be given to a member by either". Again interpretation is that communication MAY not be given.

 

The point I am making here is that given history of past boards and having no guarantee that we could ever find ourselves again with a different president, different board members, different CEO etc like before who tried to manipulate interpretations such as "disrepute", why change from the frying pan into the fire. ASIC or ORS would not be bothered with such a little loop hole unless it is a regulatory communication. Fix what we have now for the members without the radical change that will AGAIN need fixing.

 

 

[kasper]

But you MAY only use email or website IF I as member agree to or nominate that ... if that is not permitted then you MAYNOT use that method and as a fall back you are left with 57.1(a) written delivered to the address of the member.

 

Sorry but this is legal drafting 101 ... not rocket science but basic drafting that does not take account of current process ...

 

 

[pmccarthy]

If you rely on Australia Post these days then the meetings will have been held and resolved before you get a notice of meeting. Several other organisations that I am a member of have gone electronic, why would RAAus stay in the steam age? It beggars belief.

 

 

[Hargraves]

Hello Ian. Thank you very much for your constitutional change imput.

 

As a 65 year old retired fellow, flying for recreation the last 5 years who aquired an information package on the slepchev storch aircraft 21 years ago and at last got one in january this year I feel I am very representitive of persons who make up the backbone of what recreational flying used to be and should still be. ( ie people who were to busy working, paying mortgage,s and raising kids to be able

 

To afford it earlier) . While i was waiting my life experience has taught me that bigger and comercial is seldom better for members. One only has to join a cattle race type bank que to see what record bank profits get you in terms of customer service.

 

 

[Hargraves]

My point is Ian that I am looking for a member to act as my proxy to vote no in the upcomming issues and would appreciate it if you or any one you know of the same mind are able to do so for me. My email is [email protected]. kind regards. Hargraves

 

 

[billwoodmason]

Me too!!

 

 

[Admin]

You can list the chairman as your proxy with either a YES or NO vote by using this attached form

 

proxy-form-2.pdf

 

proxy-form-2.pdf

 

proxy-form-2.pdf

[DonRamsay]

. . . So reading this it is very clear in 57.1(b), © and 57.2 the member must either nominate or agree to any form of notification that does not involve 57.1(a) written paper notice sent to the address on the register.Until the constitution is passed I am NOT a member so any agreement or nomination to the predecessor organisation cannot be ported across as it is a positive requirement of the Member holding the power to agree to or nominate.

 

So there you go - its written VERY clearly in the Constitution and this was all pointed out MONTHS ago.

 

And as I have posted on another thread I WILL excersie my right to not nominate electronic acceptance of anything under the constitution - not because I do not think they may be good methods of info distribution but because I will FORCE the RAAus company to address the serious practical issues wothin the drafting that WILL without a bastard like me mean that the first time the organisation calls an GM or anything they WILL breach their own Constitution and the whole process will be subject to challenge.

 

Nothing here about not wanting change - but EVERYTHING about wanting change that has been not only aligned to a strategic change plan but HAS been assessed against current operating processes ... this Constitution has not.

Putting it simply, RAAus Inc morphs into RAAus Ltd with no effect on the members. As a member of RAAus Inc you can simply scratch out "Inc" and substitute "Ltd". All records are transferred to RAAus Ltd as if you had always been a member of RAAus Ltd. The records of RAAus Inc. will become the records of RAAus Ltd.

 

If that were not the case, I would be voting NO!!!!!

 

I wonder if you were also expecting to be re-sitting all your Pilot Certificate exams and re-doing the flying hours necessary to qualify for your RPC and endorsements? Or were you hoping those qualifications just might retain their validity in RAAus Ltd.?

 

 

[storchy neil]

well I put up my hand for some changes to the con so as to the shit that was going on could be stopped the accountability that was none applictable to some and the underhanded state off afairs that was going on

 

why in the hell are we trying to change the set up what will work provided that all decisions made are out in the open and complied with by all neil

 

 

[kasper]

Putting it simply, RAAus Inc morphs into RAAus Ltd with no effect on the members. As a member of RAAus Inc you can simply scratch out "Inc" and substitute "Ltd". All records are transferred to RAAus Ltd as if you had always been a member of RAAus Ltd. The records of RAAus Inc. will become the records of RAAus Ltd.If that were not the case, I would be voting NO!!!!!

 

I wonder if you were also expecting to be re-sitting all your Pilot Certificate exams and re-doing the flying hours necessary to qualify for your RPC and endorsements? Or were you hoping those qualifications just might retain their validity in RAAus Ltd.?

Well Don I suggest you vote No ... because LEGALLY we are not able to just scratch out Inc and insert Ltd with members just porting all MEMBER items across ... and if you doubt this ask the LAWYERS why they HAD to put the Initial Member concept into the Constitution ... they had to because in LAW you can MAKE someone a member of a company without their consent or by direct application ...

And if the RAAus board have LEGAL advice to state unequivocally that what has been drafted WILL just port across the Inc members to become Ltd members with all prior IMPLIED consent to use of electric comms and over-ride the direct provisions of the Constitution as it will apply to new members NOW is the time to publish it ... because the words of the Constitution and resolutions do not in my opinion work as you seem to think they will.

 

 

[DonRamsay]

Kasper,

 

I'm happy to accept the advice of the lawyers RAAus engaged and if they've got it wrong then there is always professional indemnity.

 

And, if it is wrong, then I'll be happy to resign in your favour if you're prepared to stand and do more than just bang away at your keyboard.

 

Don

 

 

[Admin]

So Don we don't comment on the biggest change to RAAus unless we are the actual person creating the change, is that what you are saying? I thought you and RAAus wanted feedback and open discussion with our input which is what is being given. You can choose to listen to the members or not but if the members are not heard due to fear of being ridiculed then RAAus does so at its own peril.

 

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