RAAus election process

[kasper]

OK - today is the last day for calls for 'nominations' to the board and I am afraid that the entire calls process appears to be totally flawed and I will be calling the CEO today to ask them to formally cancel the process as it stands and to do it properly.

 

1. The calls were for nominations under Clause 34 of the RAAus Ltd Constitution

 

2. the RAAus Constitution with Clause 34 only becomes effective on registration of RAAus with ASIC ie after transfer from Canberra incorporated association to federal company limited by guarantee

 

3. as of this morning ACIS have NOT registered the RAAus Ltd and issued an ACN - see attached extract from ASIC

 

On the basis that the document under which nomination calls were made is NOT the operative document for the management of the RAAus the calls for nominations are functionally invalid and I will be asking the RAAus CEO to confirm this and to then confirm with the Board that the entire process should be communicated to be invalid.

 

Sorry to anyone who nominated or was nominated but this process and the operations of the RAAus as a professional well run organisation needs to be sorted out ASAP.

 

ASIC Extract.pdf

 

ASIC Extract.pdf

 

ASIC Extract.pdf

[storchy neil]

1st strike or the 5th off many that have happened over time looks like 2008 all over again just saying not the first time neil

 

 

[Keith Page]

What intrigues me, all those at steering end of RAAus are claiming to be so perfect.

 

The post from Rod claiming lies and the counter post from the president claiming lies, that post is still harping in my mind as who is telling the real truth.

 

Regards,

 

KP.

 

 

[kasper]

I have now spoken with Mick Monke and he confirmed:

 

1. RAA ltd. has not been registered with ASIC due to admin delays at ASIC end

 

2. as a result of 1. the new Constitution is no 'technically' effective so the election process being called is not required to comply with it (!!!!!!!!)

 

3. He has legal advice that despite 1. and 2. it is in the spirit of the mandate from the members and the new constitution to continue with the elelctions

 

4. of course I cannot see the legal advice without suing the association - confirmed by Mick

 

5. I should have called him 4 weeks ago rather than waiting 4 weeks until its the eleventh hour (even though I called the RAA office to talk to the CEO weeks ago)

 

6. its too late to stop the process as it would waste RAA members funds that have already been spent on magazine printing etc (hord to see how as nominations are still open so nothing could be finalised already but thats the reason given to me)

 

So the position is that RAA Inc. constitution (old) is operating and under that constitution the executive and board are spending our money on an election process that is not under that constitution and cannot comply with the new constitution as it legally does not exist.

 

This is a prime example of trust me - its in the spirit of what the members have authorized even if on a 'technicality' (Micks words here) its not correct under the constitution.

 

So today I sent off a complaint under the old constitution to all directors under the old constitution pointing out that the election process is not compliant with the RAA Inc constitution and specifically requesting that they stop expending member funds on an process that is not under the constitution.

 

Please note guys and gals that are elected directors of RAA Inc that unless you have in writing resigned as a director of RAA Inc you are still a director of the RAAus because the cancellation of your directorship of the Inc is not automatically cancelled yet because the new constitution is not in place.

 

Copy of email to directors is:

 

Mick,

 

Following our conversation this morning after being directed to call you by the RAAus office this morning I note that you agree that as of todays date RAAus has not been registered with ASIC and as such the new constitution is not yet effective.

 

All directors of RAA Inc:

 

I am raising as a member complaint under the 2014 Constitution of RAA Inc. the current call for nominations for directors of RAA Ltd under clause 34 of the constitution of RAAus Ltd. by the Board of RAA Inc. currently in process.

 

The call for nominations for directors currently being run by RAA Inc on the basis that:

 

1. RAAus is currently NOT registered with ASIC therefore the new constitution approved by the membership is not operative.

 

2. Without the new constitution being operative ANY call for nominations under clause 34 of the constitution is ineffective and invalid.

 

3. the call put forward by RAA Inc. mistrpresents that it is in fact a call for nominations under RAA Ltd constitution

 

4. the call as it does not comply with the requirements of RAA Inc elections as it is not in line with the requirements of the regions set out in Appendix B of the effective constitution

 

I am formally asking the directors of RAA Inc to halt the election process and to cease expending member funds on a election process that is not in compliance with the effective constitution of the association as it stands today.

 

 

[fly_tornado]

unbelievable

 

 

[Riley]

unbelievable

Why is it unbelievable? Have we not seen the full spectrum of 'unbelievable' activities by various boards on behalf of the mute membership over the years?

 

 

[Yenn]

Looking at the new constitution and finding stupid faults with it I am not surprised that the whole thing is a pigs breakfast. I only hope that the flack does not fall on the members who are office bearers according to the old (current) cconstitution. Those responsible for the stuff up should be made to explain>

 

 

[facthunter]

The way the membership has behaved has been anything but mute in the last at least 8 years. I don't know about this matter, in particular. In transition there are obviously going to be some change over issues . You could justify conducting something in the "Form" of the new structure, anticipating it's adoption reasonably as happening rather than continuing as previously incorporated, which is unlikely and not desired. It's too legalistic for me to give an informed opinion. Surely it's not far from a commonsense way to do it. What OTHER way should it be done in the circumstances? Nev

 

 

[kasper]

The way the membership has behaved has been anything but mute in the last at least 8 years. I don't know about this matter, in particular. In transition there are obviously going to be some change over issues . You could justify conducting something in the "Form" of the new structure, anticipating it's adoption reasonably as happening rather than continuing as previously incorporated, which is unlikely and not desired. It's too legalistic for me to give an informed opinion. Surely it's not far from a commonsense way to do it. What OTHER way should it be done in the circumstances? Nev

What SHOULD have happened was the people running the changeover should have

1. written up an election process to be adopted by the directors of RAA Ltd the week its incorporation registration with ASIC became final

 

2. written up members comms and calls for nominations aligned to the election process to be kicked off as a call for nominations the week the ASIC incorproation became final

 

3. WAITED until ASIC registration was confirmed and then kicked off 1. and 2. by effective communications to ALL members under the NEW Constitution of the election process and calls for nominations.

 

What they should NOT have done is:

 

1. write a half arsed set of processes for use under the new constitution (no consideration of the fact that there are non-online members that MUST be written to)

 

2. kick off calls for nominations under a constitution that IS NOT in operation (but they did)

 

3. get pissy with a member on the basis that the member should have raised the issue with the President earlier than the last last day of nominations

 

What will the out come be of the nomination process and any election?

 

1. they CANNOT be elected under the RAA Inc structure (old structure) because they are not nominated and/or elected to the old state based representative structures.

 

2. as RAA Ltd has already lodged its application with ASIC they CANNOT be listed as proposed directors under 34.2 of the new Constitution

 

3. as they are not initial directors under 34.2 of the new constitution they cannot be appointed as elected directors under the new Constitution 34.3 because the 'members' they are elected by were NOT members under the new constitution BECAUSE it was not the operative constitution at the time the nominations were called.

 

Basic problem is running ahead of the legal process of changing incorporation from Inc to Ltd.

 

Now lets assume that Mick and co want to push ahead with this ... we will have people appointed as director who have a dubious basis for their appointment and the situation is from Mick is that he has legal advice that its all AOK (but you can;t see that advice) and if you have a different view your option is to sue the association ...Great member association we are having.

 

No let's just see what the directors of the Inc make of my complaint ... because the next step for me will not be suing the board but looking at the appropriate constitution and asking other members to look at what can be done within special resolutions and special meetings.

 

 

[Keith Page]

Thank you for that kasper.

 

KP.

 

 

[SDQDI]

Well FWIW (not much admittedly) I think that calling for nominations nice and early is a good thing and I don't mind them jumping the gun a little to get things rolling. Personally I think more people would be unhappy if they waited months and months to dot the eyes (yes yes I mean the letter but I am grammatically lazy) and cross the Ts.

 

As far as not letting everyone know through snail mail about the opening of nominations............ Well I am one of the ones who doesn't read the online mag (too lazy) and I miss my paper copy (too lazy to subscribe, notice a pattern?) but when it comes to looking for people to run/direct RAA if they aren't electronically capable then I don't want them at the helm. No matter what their skills are in this day and age with a membership as broad as ours I at least expect them to be able to read an email and if they aren't interested enough in RAA to read the RAA newsletter then sorry but IMO (humblish, I have to work on that still) they are not good enough to be a director.

 

Kasper if you put half the effort you put into finding the faults into nominating for a spot and sitting on the board you could be a huge help to the whole membership but (to me anyway) the attitude that you seem to have towards RAA just comes across as argumentive without really wanting to get things better. Of course I don't know all the ins and outs of how that has come to be but it does seem to me that it would be better for all (including you) if you could soften your attitude and be a little more constructive.

 

Anyway that's probably enough of my opinion for one day:whistling:

 

 

[turboplanner]

Kasper if you put half the effort you put into finding the faults into nominating for a spot and sitting on the board you could be a huge help to the whole membership but (to me anyway) the attitude that you seem to have towards RAA just comes across as argumentive without really wanting to get things better. Of course I don't know all the ins and outs of how that has come to be but it does seem to me that it would be better for all (including you) if you could soften your attitude and be a little more constructive. Anyway that's probably enough of my opinion for one day:whistling:

SQ, some Associations would give their eye teeth to have a lawyer like Kasper in the trench with them.

 

When you start to bend the rules, even if you have obtained a lawyer's opinion, you start to risk the members assets.

 

Look at it another way; we now have two lawyers' opinions, and that should be enough to wake people up.

 

Several people sold this change on the basis that the Association was too big to be run like a local club, and the group's interests needed to be run as a Company.

 

I just wonder how many people took the trouble to read the new company constitution.

 

I would expect to see a very well drafted document, much more complicated than the old "Model Rules plus a few thoughts", with clauses to suit RAA as it is today, and reflecting a sound corporate policy; I would expect to see an array of powers which would ensure the results that what various people who endlessly touted the Company model were selling.

 

Well did you have a look?

 

Did you see those complex corporate clauses ready to guide the new Directors? Did you?

 

 

[facthunter]

The CASA is influenced by Lawyers excessively and look at it's performance. Nev

 

 

[kasper]

The CASA is influenced by Lawyers excessively and look at it's performance. Nev

Agreed - that was why I was expecting the CEO as the professional to understand the process of changeover and to ensure that scheduling of steps were done in the correct order ... its a pretty basic thing to make sure that if you are calling for nominations under clause 34 of the new constitution you would actually make sure that you were already actually operating under the new constitution - factually they did not.

Not rocket science and should not actually need a lawyer to tell them the basics ...

 

 

[2tonne]

Hi Kasper, I qualify what is coming next by stating that I am not a lawyer. However, it is my understanding that under the Corporations Act, there is no period in which a company can be registered without the minimum required directors (3 for RAA). So, effectively every company must elect its directors before the company officially exists through completion of registration. I know that in the current circumstances RAA has already elected the three initial directors, and hence what I have outlined may not be relevant. Or perhaps the process of seeking registration is sufficient to allow for the election of the additional directors?

 

 

[Geoff13]

There is always the option of putting a complaint to ASIC and one to the controlling authority for where we are registered under the old constitution as well.

 

It fairly simple in my opinion, we should operate under the constitution we are registered under until we become registered under a different one. Then and only then should things change. They really do need to get the legalities correct first.

 

What happens if something goes wrong and someone elected under an invalid constitution is found negligent and someone gets hurt as a result. Who wears the flack for that.

 

 

[terryc]

Well FWIW (not much admittedly) I think that calling for nominations nice and early is a good thing and I don't mind them jumping the gun a little to get things rolling. Personally I think more people would be unhappy if they waited months and months to dot the eyes (yes yes I mean the letter but I am grammatically lazy) and cross the Ts.As far as not letting everyone know through snail mail about the opening of nominations............ Well I am one of the ones who doesn't read the online mag (too lazy) and I miss my paper copy (too lazy to subscribe, notice a pattern?) but when it comes to looking for people to run/direct RAA if they aren't electronically capable then I don't want them at the helm. No matter what their skills are in this day and age with a membership as broad as ours I at least expect them to be able to read an email and if they aren't interested enough in RAA to read the RAA newsletter then sorry but IMO (humblish, I have to work on that still) they are not good enough to be a director.

 

Kasper if you put half the effort you put into finding the faults into nominating for a spot and sitting on the board you could be a huge help to the whole membership but (to me anyway) the attitude that you seem to have towards RAA just comes across as argumentive without really wanting to get things better. Of course I don't know all the ins and outs of how that has come to be but it does seem to me that it would be better for all (including you) if you could soften your attitude and be a little more constructive.

 

Anyway that's probably enough of my opinion for one day:whistling:

Well if your want to have such a strong opinion you owe it to yourself to be more informed. Kasper is correct in his understanding and we owe him a debt of gratitude to go to all this trouble on our behalf. I say on our behalf because the board are heading straight back to where we were a couple of years ago and if someone doesn't take them on we will be in deep trouble. I have been 100% behind the board up until they spend their time [ which I pay for] on promoting only one option, [their option] for the new direction of raa under the guise of information sharing. I'm sickened by their approach. Also having Don on this forum promoting the same, I had such high hopes for this new board but they have shown themselves to be the same as the previous mob with just a little bit of communication to try and appear different. What they fail to understand is ''communication'' is not transparency. Thank you Kasper.

 

 

[kasper]

Hi Kasper, I qualify what is coming next by stating that I am not a lawyer. However, it is my understanding that under the Corporations Act, there is no period in which a company can be registered without the minimum required directors (3 for RAA). So, effectively every company must elect its directors before the company officially exists through completion of registration. I know that in the current circumstances RAA has already elected the three initial directors, and hence what I have outlined may not be relevant. Or perhaps the process of seeking registration is sufficient to allow for the election of the additional directors?

RAAus has two types of directors as it moved from Inc to Ltd.

The first type are the 'initial Directors' under new constitution 34.2 and they are distinctly different from elected directors under 34.3 in that they are note required to be nominated or elected in any way.

 

RAAus Ltd was/is (communications is poor here) to have three initial directors and one was to retire and face appointment as an elected director in the first round of elelctions - but given that the initial directors nominated on the ASIC forms have not actually become initial directors yet (that only happens on registration) IF one has already resigned then RAAus Ltd may face another 'issue' with its registration with ASIC as it must have a minimum of 3 directors and if one of the initial directors has 'resigned' already to face nomination then the application MAY be defective as it has insufficient directors to allow ASIC registration.

 

See all the little rabbit warrens you may have to look into when you first start shortcutting the procedural steps in a VERY procedural change process dictated by statute?

 

 

[Keith Page]

Looking at the new constitution and finding stupid faults with it I am not surprised that the whole thing is a pigs breakfast. I only hope that the flack does not fall on the members who are office bearers according to the old (current) cconstitution. Those responsible for the stuff up should be made to explain>

No Yen it is a scrambled pigs breakfast.

KP.

 

 

[Keith Page]

Well FWIW (not much admittedly) I think that calling for nominations nice and early is a good thing and I don't mind them jumping the gun a little to get things rolling. Personally I think more people would be unhappy if they waited months and months to dot the eyes (yes yes I mean the letter but I am grammatically lazy) and cross the Ts.As far as not letting everyone know through snail mail about the opening of nominations............ Well I am one of the ones who doesn't read the online mag (too lazy) and I miss my paper copy (too lazy to subscribe, notice a pattern?) but when it comes to looking for people to run/direct RAA if they aren't electronically capable then I don't want them at the helm. No matter what their skills are in this day and age with a membership as broad as ours I at least expect them to be able to read an email and if they aren't interested enough in RAA to read the RAA newsletter then sorry but IMO (humblish, I have to work on that still) they are not good enough to be a director.

 

Kasper if you put half the effort you put into finding the faults into nominating for a spot and sitting on the board you could be a huge help to the whole membership but (to me anyway) the attitude that you seem to have towards RAA just comes across as argumentive without really wanting to get things better. Of course I don't know all the ins and outs of how that has come to be but it does seem to me that it would be better for all (including you) if you could soften your attitude and be a little more constructive.

 

Anyway that's probably enough of my opinion for one day:whistling:

Sdqdi. Go easy on kasper he is correct. The structure of guideance must be in place before the board can move forward not this dog's breakfast we have at the moment. One can not operate under two sets of rules. The ring leaders of the instigation of this new constitution and saying how wonderful it is are same members who made so much noise regarding the previous board now they are out there making a monumental stuff. The yell from them was poor governance. We have poor governance being displayed in way never seen before. This deliberate bending of the rules.

 

KP

 

 

[Keith Page]

RAAus has two types of directors as it moved from Inc to Ltd.The first type are the 'initial Directors' under new constitution 34.2 and they are distinctly different from elected directors under 34.3 in that they are note required to be nominated or elected in any way.

RAAus Ltd was/is (communications is poor here) to have three initial directors and one was to retire and face appointment as an elected director in the first round of elelctions - but given that the initial directors nominated on the ASIC forms have not actually become initial directors yet (that only happens on registration) IF one has already resigned then RAAus Ltd may face another 'issue' with its registration with ASIC as it must have a minimum of 3 directors and if one of the initial directors has 'resigned' already to face nomination then the application MAY be defective as it has insufficient directors to allow ASIC registration.

 

See all the little rabbit warrens you may have to look into when you first start shortcutting the procedural steps in a VERY procedural change process dictated by statute?

Hello kasper,

 

With regard to the Deed of Agreement issued by CASA so RAAus can operate.

 

Will this mess RAAus has found its self in, will this jepodise the Deed of Agreement?

 

As I see the situation there is no structure at the top of safety which CASA is insisting on.

 

Regards,

 

KP

 

 

[2tonne]

Hi Kasper, I guess what I was trying to say is that the Corporations Act, and the application of it, already anticipates the election of office bearers before a corporate entity formally exists through registration. Hence, it may not necessarily be an issue. But, I can certainly see your point.

 

 

[kasper]

Hello kasper,With regard to the Deed of Agreement issued by CASA so RAAus can operate.

Will this mess RAAus has found its self in, will this jepodise the Deed of Agreement?

 

As I see the situation there is no structure at the top of safety which CASA is insisting on.

 

Regards,

 

KP

Almost certainly not.

1. The legal entity that is RAAus is unchanged with the change in regulation - so the deed of agreement migrates from Inc to Ltd.

 

2. The operations of RAAus on a delivery basis against the deed of agreement sit with the paid staff in Canberra and that is running along normally

 

The issues I have with the management of the changeover and when appointment calls for elected directors are made are not critical to the deed of agreement or the operations of RAAus in the short term.

 

As for safety structures at the top of RAAus its a bit hard in my opinion to identify actual effective steps addressing issues from a pilots perspective but I do see a lot of what I see as window dressing and additional rule making to appear to address what CASA may want.

 

That last paragraph is pure opinion not supported by a constitution or two - but Keith asked the question and in my opinion RAAus is running to the GA esk path of CASA regulation

 

 

[kasper]

Hi Kasper, I guess what I was trying to say is that the Corporations Act, and the application of it, already anticipates the election of office bearers before a corporate entity formally exists through registration. Hence, it may not necessarily be an issue. But, I can certainly see your point.

Yep and the new constitution also specifically addresses that as completely separate groups - the initial directors without election and elected directors with election. The initial directors are a once off never to be used again power in the new constitution.

My comments around the issue of one of the initial directors being stated to have retired to stand for election is worrying only because the Ltd registration is not complete and if he has in fact resigned/declined to be an initial director then the registration with ASIC to Ltd form may become problematic as we are required to have as a minimum 3 initial directors.

 

 

[Keith Page]

Almost certainly not. 1. The legal entity that is RAAus is unchanged with the change in regulation - so the deed of agreement migrates from Inc to Ltd.

2. The operations of RAAus on a delivery basis against the deed of agreement sit with the paid staff in Canberra and that is running along normally

 

The issues I have with the management of the changeover and when appointment calls for elected directors are made are not critical to the deed of agreement or the operations of RAAus in the short term.

 

As for safety structures at the top of RAAus its a bit hard in my opinion to identify actual effective steps addressing issues from a pilots perspective but I do see a lot of what I see as window dressing and additional rule making to appear to address what CASA may want.

 

That last paragraph is pure opinion not supported by a constitution or two - but Keith asked the question and in my opinion RAAus is running to the GA esk path of CASA regulation

Thank you for the answer, one never knows how far up the line and down the line change is effected. There are so many bush barristers about with opinions and views.

KP