Editorial Comment on RAAus Constitutional Reform

[facthunter]

The "Moderators " do that for you. Nev

 

 

[DWF]

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.

 

" .....

 

Don

 

There is no provision for By-laws in the draft constitution.

 

How can by-laws be adopted, altered or varied "in accordance with the replacement constitution" if there is no provision for this (the making and authority of by-laws) in the replacement constitution?

 

 

 

This is just one of the holes I (and others) see in the draft constitution. (I am working on a list of things I would like to see amended in the draft.)

 

I am becoming increasingly of the opinion that it would be preferable to get it a bit better sorted out before voting on it.

 

 

 

DWF

 

 

 

[turboplanner]

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

Brave words indeed; any lawyer is only as good as the briefing he gets, and I'll bet he hasn't been shown comments from the very limited, take it or leave it consultation visible so far.

 

 

[kasper]

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

You might be happy to accept the advice of the lawyers ... I as a member would be happy to SEE the advice of the lawyers and particularly take interest in have they addressed (or at least been given) the lists of issues/queries and changes requested by members through the consultation process? Because if they HAVE then I will stop banging on at the keyboard ... but given it took 5 months and three drafts to address the FIRST of my errors in the drafting AND RAAus asked for written consultation banging on at the keyboard is what you as a board asked for.

I know that they (or the board) accepted SOME of the practical issues I wrote about in the final draft so clearly they (or someone) actually read the issues ... but the simple concept you put forward of just changing Inc to Ltd and it all works just flatly does not work in law without very clear and complete coverage of the items covered ... and this constitution does not.

 

As for standing for the board - I have already said I do not have the time to do it properly at the moment. I am still sorting out the company I work for and as that pays the bills it has to come first. Might be different in a couple of years but given your aggressive comments to many on here who dare to point out errors or issues with the draft constitution do not feel obliged to wait for me to be available to take up a seat on the board of RAAus ... I'm sure there are others who can do it so resign at your leisure.

 

 

[frank marriott]

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.

This and the other (insulting) post by Don pretty much sums up the approach by at least some - basically I am right and if you don't agree you are both uneducated and dumb. Communication skills? I guess the members will decide - interesting times to say the least! I am insulted for one.

 

 

[octave]

All I want to know is what good/bad things could happen if I vote no and what good/bad things could happen if I vote yes?

 

I am a member because I want to continue to FLY, although I do understand that this relies on people giving their time and effort to be board members something I do not have the time or skills for.

 

I do not know whether Don is a good bloke working for our flying privileges or an evil man working only for his own evil purposes, but at least is here and communicating.

 

I do find post #21 offensive, Phil as a non member you don't really get to demand the resignation of a board member of MY organisation.

 

If you are concerned about the organization because you my want to fly in the future then why not join and even nominate for a board position, I am sure you have much to offer.

 

By the way I am not really interested in the opinions of non members of RAAUS

 

 

[cooperplace]

as a member of RAAus, I'm concerned to see personal comments here. It's fine to disagree with someone's views, but can we please do so in a respectful way?

 

 

[David Isaac]

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 ...

Hi mate,

I don't quite see the problem as you do, but I agree with your point.

 

The way I see it, the wording regarding notice is very clear as you have said. Subject to the success of the special resolution at the meeting, then RAAus Ltd. will be REQUIRED to write to all members physical addresses (in accordance with the new constitution) advising of the success of the resolution and the resultant changes to their membership. In that letter the RAAus Ltd will be required to seek approval for 'other' means of notice acceptable to the member.

 

Surely it is that simple and that should end any confusion on the matter.

 

 

[kasper]

Hi mate,I don't quite see the problem as you do, but I agree with your point.

The way I see it, the wording regarding notice is very clear as you have said. Subject to the success of the special resolution at the meeting, then RAAus Ltd. will be REQUIRED to write to all members physical addresses (in accordance with the new constitution) advising of the success of the resolution and the resultant changes to their membership. In that letter the RAAus Ltd will be required to seek approval for 'other' means of notice acceptable to the member.

 

Surely it is that simple and that should end any confusion on the matter.

Yep they could do that ... but the only board member posting on here is absolute that there is no need of this and this was raised through the CEO as part of the consultation months ago without comment. And this is the result of poor planning for change on the part of the people who wrote the constitution - wish it were not so and I have done my best to help them avoid things like this by engaging positively through the process

 

 

[DWF]

The current constitution allows notices to be sent by email.

 

The simple solution for RAAus would be to send and email notice to members asking them to agree to receive future notices by email.

 

The email address of those members agreeing to receive notices by email would then be on the Membership Register when the new company was registered.

 

Those members not agreeing to receive email notices would (following the registration and approval of the new constitution) have to be sent notices by snail mail. (As is pretty much the case now.)

 

 

 

DWF

 

 

[kasper]

The current constitution allows notices to be sent by email.

The simple solution for RAAus would be to send and email notice to members asking them to agree to receive future notices by email.

 

The email address of those members agreeing to receive notices by email would then be on the Membership Register when the new company was registered.

 

Those members not agreeing to receive email notices would (following the registration and approval of the new constitution) have to be sent notices by snail mail. (As is pretty much the case now.)

 

 

 

DWF

Nope. The email allowance under the Rules is purely for notices required under the rules and the need to gain the consent is not in those rules but the new Constitution and that requires the member to give consent under the constitution and unless/until its received you can't use electronic means to gain that consent. Thats the practical idiocy of the current drafting of the new constitution that I tried to get fixed ... I support electronic means of comms but the drafting of the constitution is just plain deficient

 

 

[David Isaac]

Yep they could do that ... but the only board member posting on here is absolute that there is no need of this and this was raised through the CEO as part of the consultation months ago without comment. And this is the result of poor planning for change on the part of the people who wrote the constitution - wish it were not so and I have done my best to help them avoid things like this by engaging positively through the process

Im not so sure Don was saying that. I just don't see it as a problem at all , it just forms part of the letter that has to go out either way.

 

 

[DWF]

Kasper

 

I agree that there are still quite a few clauses in the new constitution that need correcting, rewording or replacing.

 

However, I think you are trying to split hairs with your argument re 57.1

 

57.1(b) does not specify when or how a member should/can nominate to receive notices by email.

 

If such agreement is in place before the change-over what is the problem in accepting it - like the rest of the info in the Membership Register?

 

 

 

DWF

 

 

[pmccarthy]

The analysis and criticism on this and other threads seem to be driven by

 

1. Distrust of the elected directors past, present and future
    
    
   
2. Fear of change
    
    
   

 

 

Discussion on this forum is not the same as a submission to RAAus for which ample time was given IMHO. Let's get the necessary changes in place and then trust that people of good will, the elected representatives and the members, will make it work. Of course there will be changes over time, but let's not kill the baby before it draws first breath.

 

 

[kasper]

Kasper

I agree that there are still quite a few clauses in the new constitution that need correcting, rewording or replacing.

 

However, I think you are trying to split hairs with your argument re 57.1

 

57.1(b) does not specify when or how a member should/can nominate to receive notices by email.

 

If such agreement is in place before the change-over what is the problem in accepting it - like the rest of the info in the Membership Register?

 

 

 

DWF

Unfortunately no - the 'member' under the Inc body is not the same as the 'member' under the Ltd body ... that is why we have to specifically in the constitution have the concept of an initial member ... and by remaining silent on the consents required from members of the Ltd in that Initial Member concept RAAus effectively shot themselves in the foot on bringing in consent required under the Constitution.

It may appear to be a hair splitting bloody mindedness on my part BUT the legal implications of using an electronic communication path after conversion where there is no validity to its use are actually quite large ... notices of AGMs not beiing being given in time - liability on directors for failing to comply with notice requirements - failing to give valid notice of calls for elections - members being able to challenge any election process

 

its a procedural nightmare and its all of our own making

 

 

[David Isaac]

Unfortunately no - the 'member' under the Inc body is not the same as the 'member' under the Ltd body ... that is why we have to specifically in the constitution have the concept of an initial member ... and by remaining silent on the consents required from members of the Ltd in that Initial Member concept RAAus effectively shot themselves in the foot on bringing in consent required under the Constitution.It may appear to be a hair splitting bloody mindedness on my part BUT the legal implications of using an electronic communication path after conversion where there is no validity to its use are actually quite large ... notices of AGMs not beiing being given in time - liability on directors for failing to comply with notice requirements - failing to give valid notice of calls for elections - members being able to challenge any election process

 

its a procedural nightmare and its all of our own making

Yes ... but simply solved by RAAus Ltd sending all members a letter which they will have to do if the resolution is successful in any case, to advise all members of the change in member status.

 

 

[01rmb]

I am still on the fence based on the supporting documents of the constitution not being complete with less than 3 weeks to the special general meeting. Without the dispute resolution and disciplinary policy and procedures referred to in clause 17 the constitution can't be considered complete and the vote is premature until it is properly considered by the members. Why fix it later when it should be right before being voted on by the members.

 

The one reason we are members of RAAus is to fly (and maybe register an aircraft). Without the disciplinary document there is no explanation of what reasons and how a member could be disciplined and lose their flying privileges, change aircraft registration or how to appeal a decision if it is deemed to not be fair. Ian's experience is a case in point. Also, whilst the constitution has now been updated so the directors must provide a reason for the rejection of an application to become a member there is no appeal process to have the application reviewed if rejected.

 

While some people feel the comments are directed at the current board and whilst the current people may be good, this may not be the case in the future and a smaller board can much more easily lose the plot putting members flying and aircraft ownership benefits at risk. All we have as members are the rights in the constitution, policies and operations/technical manuals to protect what we need to fly. Relying on a special meeting to overthrow a disfunctional board should not be required to fix a problem that can be avoided by having good policy and management oversight ensrigned in the key constitutional, policy and operational documents.

 

How can we vote yes to something that is not complete when your ability to fly and value of a member's aircraft are at risk based on the say of whatever CEO and/or directors and the interpretation of procedural fairness in the future may be? The constitution should not be pushed through just so it can be completed by the May meeting.

 

 

[kasper]

clippedDiscussion on this forum is not the same as a submission to RAAus for which ample time was given IMHO. Let's get the necessary changes in place and then trust that people of good will, the elected representatives and the members, will make it work. Of course there will be changes over time, but let's not kill the baby before it draws first breath.

Ample time was given = Yep, BUT was ample consideration and response provided by the people receiving the submissions?

 

And sorry but the 'baby' should not be born until its fully formed ... if you like the metaphore premature babies often have significant complications running across several years of their life ... How's our constitution looking on completeness and preparedness for stand alone life ?

 

 

[facthunter]

The kangaroo is born in an unrecognisible form. Nothing is born fully functional, but that's not any more relevent than some other comments here. The use of the "Net" for communications has legal implications for most of modern society or business/commerce. The RAAus is not unique. I wonder how we get anybody to volunteer to work for you people sometimes. They who do don't get paid one cent and YOU elect them. Nothing's perfect ever. It must function with some predictability and member input to be representing your wishes . We are a BL***** sight closer to it than about 7 years ago. Nev

 

 

[kasper]

The kangaroo is born in an unrecognisible form. Nothing is born fully functional, but that's not any more relevent than some other comments here. The use of the "Net" for communications has legal implications for most of modern society or business/commerce. The RAAus is not unique. I wonder how we get anybody to volunteer to work for you people sometimes. They who do don't get paid one cent and YOU elect them. Nothing's perfect ever. It must function with some predictability and member input to be representing your wishes . We are a BL***** sight closer to it than about 7 years ago. Nev

Love these analogies - a Kangaroo is born unrecognizable after about 33 days ... then spends nearly 6 times that in the pouch before its actually able to function as a kangaroo ... our draft constitution took a year to get to this stage ... should we expect 6 years before its workable??

Much prefer the Constitution to be like a lamb - stands up after 10 minutes and with just regular nourishment operates pretty well straight off

 

 

[facthunter]

Haven't noticed sheep to be high in the thinking department. Without trying to be too combative you brought in the analogies. I said they have little relevence. I don't think it's much of a look to have constant angst against the RAAus here . We had our revolution didn't we? Work with the people you elected. If you didn't bother voting you deserve nothing much. Nev

 

 

[Admin]

Work with the people you elected. If you didn't bother voting you deserve nothing much.

I think that's what a lot of members are trying to do by putting their points across Nev, however the question I think a lot of members are asking is whether their points are being heard and acted on or whether there is an acceptance that it isn't right but we will push ahead anyway.

Granted some points have been acted on and that is a credit to those concerned but I am personaly seeing, and hearing, a lot of frustration that the vote is basically that they have to accept everything even if it is only 55% there. A better way may have been:

 

1. Find out if the members want an Association or Ltd first

 

2. Find out what constitution is needed (determined by association or ltd)

 

3. Develop the policies, procedures, processes, charters etc needed

 

4. Develop the constitution as per the member required association or Ltd and per #3 above

 

5. Develop a member accepted implementation plan

 

The above is just an example and may sound like more work but in fact it isn't because each step would be done as per the members acceptance before proceeding to the next step but it would be far more accurate, correct and what the members want. The current way is everything at once which may only be 51% correct and what the members want but they have to accept the 49% that is not and then the fight starts probably requiring change after change to the Constitution if it can even be possible with the constraints that are proposed in the one we would have voted in.

 

I am voting no for these reasons and hope that if the No vote gets up then RAAus will still continue with it in a more controlled manner i.e. build the new Constitution up from its singular components based on member consultation and input piece by piece

 

 

[Admin]

I have said my piece both personally and the views of Recreational Flying .com so I will now bow out of the discussions and pass on to you the members. Irrespective of your feelings on this important matter before us, I plead with you to vote, if you have never ever voted in a board election or anything else with RAAus, I am asking you to vote on this one, vote no, vote yes, whatever you choose but please vote

 

 

[Admin]

This thread is now closed and any more posts regarding the RAAus constitutional change can be made and seen here:

 

http://www.recreationalflying.com/threads/why-i-will-be-voting-against-the-new-constitution.147715/