RAAus general meeting

[kasper]

OK riddle me this

 

- the Constitution allows member resolutions under 27.1

 

- the Constitution allows that a member statement about those resolution can be provided and that is to be distributed by the Company to all members ahead of the general meeting

 

- the Constitution provided that "A request to distribute a Members’ statement must be given to the Company at least seven (7) days prior to a general meeting and set out the statement to be distributed and be signed by the Members making the request"

 

Now I provided notice to the CEO of:

 

1. three member resolutions; and

 

2. a member statement including a request for it to be provided to all members on the 22nd day before the general meeting

 

so how surprsied should I be as a member to have Michael Linke call me to say that the initial directors at a meeting on Tuesday decided to reject my member resolutions as they had not been made on day 23 before the AGM AND that they would not be distributing the member statement.

 

So there you go members - really looking forward to reading the letter they have sent to me about this rejection of member resolutions.

 

And it was extremely telling that when I said that even if you refuse to distribute the statement (in direct and flagrant disregard of the constitution) I am attending the AGM and will raise them from the floor - and he said fine, the chair will decide IF they can be raised !!!

 

The past board of RAAus may have ignored the old constitution but the behaviours of the current directors is gob smacking.

 

As this thread has lots of branches I am opening a new thread to provide background to the resolutions and provide a proxy form for the resolutions I will be putting at the AGM.

 

The proxy form is very limited and allows both a positive and negative proxy for members - unlike others seeking proxies for votes I am looking to fairly represent the members views either positive or negative - just give some thought to just how the directors are actually working because they appear very happy to completely ignore the few powers and rights reserved from members directly set out in the constitution.

 

 

[David Isaac]

OK riddle me this- the Constitution allows member resolutions under 27.1

- the Constitution allows that a member statement about those resolution can be provided and that is to be distributed by the Company to all members ahead of the general meeting

 

- the Constitution provided that "A request to distribute a Members’ statement must be given to the Company at least seven (7) days prior to a general meeting and set out the statement to be distributed and be signed by the Members making the request"

 

Now I provided notice to the CEO of:

 

1. three member resolutions; and

 

2. a member statement including a request for it to be provided to all members on the 22nd day before the general meeting

 

so how surprsied should I be as a member to have Michael Linke call me to say that the initial directors at a meeting on Tuesday decided to reject my member resolutions as they had not been made on day 23 before the AGM AND that they would not be distributing the member statement.

 

So there you go members - really looking forward to reading the letter they have sent to me about this rejection of member resolutions.

 

And it was extremely telling that when I said that even if you refuse to distribute the statement (in direct and flagrant disregard of the constitution) I am attending the AGM and will raise them from the floor - and he said fine, the chair will decide IF they can be raised !!!

 

The past board of RAAus may have ignored the old constitution but the behaviours of the current directors is gob smacking.

 

As this thread has lots of branches I am opening a new thread to provide background to the resolutions and provide a proxy form for the resolutions I will be putting at the AGM.

 

The proxy form is very limited and allows both a positive and negative proxy for members - unlike others seeking proxies for votes I am looking to fairly represent the members views either positive or negative - just give some thought to just how the directors are actually working because they appear very happy to completely ignore the few powers and rights reserved from members directly set out in the constitution.

Very concerning Kirk; have you re read and checked the constitution? I will have a good look myself and come back. Probably be a day or two though before I can come back. If you are correct, the actions will have to be challenged.

 

 

[jetjr]

Although the importance is appreciated, id prefer RAA staff time and money inc legal budget, be spent on other issues

 

 

[David Isaac]

Although the importance is appreciated, id prefer RAA staff time and money inc legal budget, be spent on other issues

We all would, but does NOT change the fact that all members and directors are legally bound by the terms of the constitution. If a members rights under the constitution are denied we return to the bad old days.

 

 

[jetjr]

I dont disagree, but the larger picture is that a member complaining, maybe correctly, about poor legal process, which was unlikely to have resulted in any different outcome, is now complaining about further protocol problems

 

Anyone from RAA, board or management, will have to get legal advice before even responding. Its easier to make clams than defend them.

 

Best result?, RAA suitably chastised, wont do it again, pay the advice bill for thousands. Maybe someone gets sacked even, months to replace them with someone dearer, their work sits stalled.

 

Other posibility, more likely, is there is no major fault found, or honest mistake, still bill for advice and show rolls on

 

A win for all? Maybe it will make them read consitution twice i suppose

 

 

[David Isaac]

I also agree with you. The pity is it would appear the member in attempting to put the resolution has been blocked rightly or wrongly. It would have been better to allow the resolution to be put and voted on and we all know what the outcome would have been and the matter would have ended for the reasons you have stated.

 

The problem now is that it appears their has been a denial of members rights, compounded by the fact the resolutions were the subject of a matter the member had previously raised.

 

Whereas if the resolutions were to be put the matter would have ended ... But alas ... The matter is now unnecessarily complicated.

 

And now this issue of denying resolutions has put a spoke in the wheel for any other member wishing to raise any legitimate resolution when they believe they are following the process In the constitution.

 

Oh what a tangled web we weave ...

 

But we should wait until we hear the official reason for denying the resolution in fairness to the Board.

 

 

[storchy neil]

So Casper so I'm not only one to be denied my rights as a member to be heard

 

Bet they deny you the voice from the floor just wait for that to happen Neil

 

 

[Riley]

I dont disagree, but the larger picture is that a member complaining, maybe correctly, about poor legal process, which was unlikely to have resulted in any different outcome, is now complaining about further protocol problemsAnyone from RAA, board or management, will have to get legal advice before even responding. Its easier to make clams than defend them.

Best result?, RAA suitably chastised, wont do it again, pay the advice bill for thousands. Maybe someone gets sacked even, months to replace them with someone dearer, their work sits stalled.

 

Other posibility, more likely, is there is no major fault found, or honest mistake, still bill for advice and show rolls on

 

A win for all? Maybe it will make them read consitution twice i suppose

How benevolent. Constitutional law is either mis-understood (unlikely) disregarded or deliberatley and blatantly contravened by persons at the helm and you advocate

 

" let it ride 'cause it's too much hassle to resolve", "don't do it again", "we take your word that you're doing the right thing by us even though it's in an underhanded and unacceptable manner". jetjr, I wish I had a small bit of your Christian charity and/or blind optimism. Hell, we've been thru all of this just recently and barely survived. I doubt there is enough resilience in the thinking membership to suffer it again. Small wonder that alternatives to RAA are being looked at with more than curiousity by rec flyers.

 

 

[David Isaac]

So Casper so I'm not only one to be denied my rights as a member to be heardBet they deny you the voice from the floor just wait for that to happen Neil

Not sure that would happen in a General Meeting Neil. The chair can control the protocol to a degree, but he can't silence members. An attempt to do that should be met with a 'Point of order' from the floor.

 

 

[storchy neil]

David when members don't understand protocol any thing is possible Neil

 

 

[DonRamsay]

. . . .- the Constitution allows member resolutions under 27.1

- the Constitution allows that a member statement about those resolution can be provided and that is to be distributed by the Company to all members ahead of the general meeting

 

- the Constitution provided that "A request to distribute a Members’ statement must be given to the Company at least seven (7) days prior to a general meeting and set out the statement to be distributed and be signed by the Members making the request"

 

Now I provided notice to the CEO of:

 

1. three member resolutions; and

 

2. a member statement including a request for it to be provided to all members on the 22nd day before the general meeting

 

so how surprsied should I be as a member to have Michael Linke call me to say that the initial directors at a meeting on Tuesday decided to reject my member resolutions as they had not been made on day 23 before the AGM AND that they would not be distributing the member statement.

The Constitution at 27.1 actually states:

 

"Where the Company has called for resolutions, any current Member with voting rights may give:

 

(a) written notice to the Company of a resolution they propose to move at the general meeting (Members’ resolution), and/or

 

(b) a written request to the Company that the Company must make available to its Members a statement about a proposed resolution or any other matter that may properly be considered at a general meeting (Members’ statement)."

 

For normal administration purposes and to save RAAus the costs of a special mailing to 10,000 members ($10,000 postage + stationery + staff effort) a resolution must be received by the organisation in sufficient time to meet the 21 days notice required for an AGM (Cl 21.2). N.B., 21 days is a minimum.

 

Therefore, RAAus was prudent in refusing your tardy request and thereby preserving members funds.

 

And it was extremely telling that when I said that even if you refuse to distribute the statement (in direct and flagrant disregard of the constitution) I am attending the AGM and will raise them from the floor - and he said fine, the chair will decide IF they can be raised !!!

It would be grossly unfair to all members of RAAus for a resolution of any kind to be put to a General Meeting (including an AGM) where Notice of the Resolution has not been provided with the Agenda. The exception would be, I think, a resolution in relation to the conduct of the meeting. It is unlikely we will ever see more than a couple of hundred members ever attend an AGM or GM. Having a vote of such a small proportion of the membership deciding anything would be grossly unfair to the entire membership.

 

The past board of RAAus may have ignored the old constitution but the behaviours of the current directors is gob smacking.

From what I read of your complaint, you have no grounds for such a statement. A statement that defames people and is manifestly untrue and is published could be grounds for an action. You might like to be more cautious what you publish Kirk.

 

Under the Constitution the Board was not required to even have an Annual General Meeting (AGM) until up to 18 months from the date of registration. If the Board was trying to avoid scrutiny it could have held the first AGM for RAAus Ltd late in 2017. Instead they opted to have it very early, just a few months from incorporation - just long enough to have an election to take the Board numbers to the MAXIMUM 7 not the minimum (5).

 

To me this seems like just another example of distortion to blacken the reputations of the RAAus Board and management and make the vapourware alternative seem more attractive.

 

Don

 

 

[DonRamsay]

With regard to the Tech Manual some facts would not go astray:

 

• This was not just a minor revision of the old Tech Manual - it was a blank sheet total rewrite.That is a huge job and difficult enough to do with a small committee but impossible to get done in our lifetime with a committee of 10,000.
  It will never be a consensus document - you cannot please everybody.
   
   
  
• It was done at the same time as The Tech Manager was digging RAAus out of the incredible hole dug by the Board of which Rod was a member (Rod was often in the minority on that Board dominated by the likes of Runciman, Middleton and Reid).
   
   
  
• There was a limited seeking of input to the drafts and I agree this was undesirable but necessary having regard to the urgency to replace the old, out-of-date manual that CASA had been complaining about for years. The people consulted were some of the foremost maintainers in RAAus and included L4, L3 and L2.
   
   
  
• There was considerable time allowed to the Board for review and comment and Board members are always free to seek advice. Personally, I was content to rely on the views of top notch maintainers like (L2/L3) Trevor Bange and (L4) Keith Rule.
   
   
  
• The new manual is not cast in concrete and is completely open for revision by members recommendation. Complaining about it here seems to me to be of little or no value. Giving constructive, well argued feedback to the CEO for consideration by the Tech Manager would seem to be a much more productive way to go about it.
   
   
  
• There is a phase-in period that can allow any unintended consequences to be identified and rectified before it goes final.Yes, it would be good to get it right from day 1 but there can always be unintended consequences.
   
   
  
• There is the opportunity for further revision for the next minor update as Ver 4.1
   
   
   
  
• Regardless of the view of the many "experts" here, in my view we have been fortunate in the extreme to have a Tech Manager of the capability of Darren Barnfield - he stands head and shoulders over virtually all Tech Managers who preceded him. He is uniquely qualified for the job and would be extremely difficult to replace. WIth Board Members like Frank, Tony and Trevor, he was also well supervised to ensure members interests were protected to the extent CASA would allow. There was considerable argy bargy with CASA in finalising the document and I consider we got the best of it.
   
   
  

 

 

Plenty may not agree with my view and you are entitled to do so of course. Difference is those like Frank that have a good go and those like (insert your favourite armchair critic) who plonk away on their keyboard and make no difference to anything.

 

 

[DonRamsay]

. . . I am wondering why all the moaning.

Perhaps you should avoid standing outside a brothel window if you don't want to hear moaning?

 

I can remember the crowd yelling long and hard regarding the constitution none of them were really listened to. In my view that is very unfair that their concerns were not addressed, so now this situation has arisen.

Keith,

 

Perhaps they were listened to, assessed as wrong and left in the position of a tiny minority? Everyone in a democracy is entitled to their view - they are not entitled to have their tiny minority view outweigh a massive majority.

 

Just because a tiny group yell "long and hard" does not mean they are correct or their voluble opinion is shared by the vast majority.

 

To top all that I must ask, why the Tech Manual was not shown to the members before it was sent to CASA for approval?

It was shown to a number of highly capable and experienced members as I've answered in a separate post.

 

What is next?

I expect you are going to show us all how an RAAO should be formed and run.

 

In my view, looks like there was some poor advice handed out.

By whom to whom? Sorry, a bit too cryptic for me to respond.

 

 

[Keith Page]

No Don,

 

It is a membership based organisation and something as big as that dose not get done in secrecy. Even though you will get a lot of noise it should have been reported that it was being done. There are a lot of clever people out there and only reason they were not consulted because they would not rubber stamp what was being done.

 

I do believe a lot of people will abandon RAAus be cause it is moving to a over governed organisation.

 

I suspect you are referring to me as one of those arm chair critics, news for you, that is not correct. I am out and about pushing the correct cause.

 

KP

 

 

[01rmb]

Why categorise one person to be an "expert" and another an "armchair critic" simply because they are not the CEO or a board member? Just because somebody is not on the board does not make them less capable or able to contribute in a positive way. There are lawyers, engineers, accountants, business leaders including any number of very experienced pilots and aircraft builders/maintainers with a wide range of qualifications and experience - why not make use of them rather than disparage them as armchair critics?

 

Changes to the constitution and supporting documents, operations manual and technical manual were sent out accepting there were flaws that needed to be corrected. Why not send it out for comment and then actually listen to what comes back so it can be better first time? The board, CEO and the technical manager are not the only people who can provide the answers. Plan the consultation period and you will not be caught out with no time to engage with the people that will be affected by the changes. Change 101!

 

The problem comes when people in board, CEO and other leadership roles believe they are above the people they are meant to be serving. They do not have all of the answers so why not consult with the members on significant changes?

 

 

[DonRamsay]

. . . It is a membership based organisation and something as big as that dose (sic) not get done in secrecy.

Keith,

Even you must see that there are more stakeholders in an RAAO than just its members. This is not a local sporting club - it is a body that acts for members in administration of matters delegated to it by CASA.

 

As Dr. Aleck writes:

 

"It is still intended that RAAOs will perform a great many functions pursuant to the

 

delegated authority

 

conferred on them under the regulations." (my emphasis)

 

As everyone knows, RAAus does not create rules in a vacuum. CASA supervises RAAus in all matters of Safety and they have the force of Law behind them. RAAus does not have the power to tell CASA what to do when CASA can and does invoke legislation, regardless of what members may prefer in a "members organisation".

 

RAAus is, and continues to be, a "Members Organisation" but it is also an organisation with powers delegated to it by CASA and supervised by CASA. You might like to note that FACT for reference when you are next in a Board Meeting for E&LAAA or telling SASAO how to do their job.

 

Even though you will get a lot of noise it should have been reported that it was being done.

Not sure I understand that weird and vague sentence but I'll have a go anyhow. Anyone who has had anything to do with RAAus for the last at least 2 or possibly 3 years would have been aware that the Tech Manual was being rewritten. Especially anyone who happened to read newsletters and SportPilot. A number of L4, L3 and L2 authorities were consulted and the entire Board. This is in clear contrast to your suggestion that "nobody" was consulted or that it was "done in secret". I completely reject Rod's statement that it was commenced in secrecy. It was never a secret at any time to my knowledge.

 

There are a lot of clever people out there and only reason they were not consulted because they would not rubber stamp what was being done.

That's your conspiracy theory but one completely lacking evidence and therefore not one to which I could give any credence.

 

I do believe a lot of people will abandon RAAus be cause it is moving to a over governed organisation.

Time will tell. It will be very interesting to see how you go about funding the start up of an RAAO and maintaining it financially until (if ever) you have sufficient subscribing member numbers to become self-funding.

 

I suspect you are referring to me as one of those arm chair critics, news for you, that is not correct. I am out and about pushing the correct cause.

Nobody could call you an armchair critic KP. Clearly you have taken a very bold step with other disgruntled RAAus members to form a breakaway RAAO. I won't wish you good luck with that endeavour but I do sincerely hope that you achieve more good than harm.

Don

 

 

[planesmaker]

Don

 

CASA does not require stage inspections, so where did that regulation come from? nobody can give a good reason for it.

 

Tom

 

 

[DonRamsay]

Why categorise one person to be an "expert" and another an "armchair critic" simply because they are not the CEO or a board member? Just because somebody is not on the board does not make them less capable or able to contribute in a positive way. There are lawyers, engineers, accountants, business leaders including any number of very experienced pilots and aircraft builders/maintainers with a wide range of qualifications and experience - why not make use of them rather than disparage them as armchair critics?

Clearly I have mislead you. Allow me to clarify what I was getting at. Experts of any field can be armchair critics and some Board Members have been know to just turn up for the sandwiches and actually contribute very, very little - if anything at all. The difference I was alluding to are the writers versus the people who get off their butts to actually do something to make change happen. Being an armchair critic does not make you wrong (or right) or an expert but it achieves little other than make the writer feel they have actually done something.

 

In early 2010, I was an armchair critic, appalled by the way RAAus was being operated. Then I campaigned extensively (at considerable personal expense) and got elected to the Board in Sep 2011 only to resign under duress in about May 2012. Off the Board I continued to campaign for change and personally presented some 25 amendments to the Constitution to try and force the Board to pay some regard to Governance. I worked very hard with the members who managed to call the extraordinary General Meeting at Queanbeyan in 2013 despite virulent opposition from the then Board to be held accountable including the famous "legal advice" paid for by you and me that Runciman to this day has refused to disclose. I suspect considerable members funds were used by that Board to defend their entrenched position. I campaigned for and contested a casual vacancy and was again elected to the Board in 2015. I have attended every General Meeting and AGM since 2010 again at the personal cost of several thousands of dollars.

 

This may just sound like blowing my own trumpet but the point is that since about April 2010 until the commencement of RAAus Ltd., I don't think anyone could level a claim of "armchair critic" at me (and plenty would not suggest "expert" either).

 

Changes to the constitution and supporting documents, operations manual and technical manual were sent out accepting there were flaws that needed to be corrected. Why not send it out for comment and then actually listen to what comes back so it can be better first time?

There were, iirc, 8 or 10 weeks of consultation and as many versions of the resolutions on the basis of changes suggested by members.

 

The board, CEO and the technical manager are not the only people who can provide the answers.

Agreed and they have never claimed that.

 

Plan the consultation period and you will not be caught out with no time to engage with the people that will be affected by the changes. Change 101!

Refer comment above about the many weeks of consultation that resulted in changes.

 

The problem comes when people in board, CEO and other leadership roles believe they are above the people they are meant to be serving. They do not have all of the answers so why not consult with the members on significant changes?

Again, I contest that their was no consultation.

The recent elections were a significant and positive endorsement of the direction the current Board has taken.

 

If you want to see things done differently you have to engage in the democratic process. Writing on this or other forums has not made a big difference. For example, the balance of views on this forum you may recall was overwhelmingly opposed to the changes that received an "in favour" vote from an overwhelming majority of the members who engaged in the democratic process by voting.

 

 

[DonRamsay]

DonCASA does not require stage inspections, so where did that regulation come from? nobody can give a good reason for it.

Tom

Tom,

I don't claim expertise in this area. You would get a better answer from Tony King or Trevor Bange.

 

Personally, if my life were to depend on an aircraft I had designed and built or just built from a kit or plans I would absolutely want somebody to do stage checks of my work - preferably a L4 but almost any other set of eyes could see things I had wrong..

 

Don't SAAA require stage checks?

 

Don

 

 

[kasper]

The Constitution at 27.1 actually states:

"Where the Company has called for resolutions, any current Member with voting rights may give:

 

(a) written notice to the Company of a resolution they propose to move at the general meeting (Members’ resolution), and/or

 

(b) a written request to the Company that the Company must make available to its Members a statement about a proposed resolution or any other matter that may properly be considered at a general meeting (Members’ statement)."

 

For normal administration purposes and to save RAAus the costs of a special mailing to 10,000 members ($10,000 postage + stationery + staff effort) a resolution must be received by the organisation in sufficient time to meet the 21 days notice required for an AGM (Cl 21.2). N.B., 21 days is a minimum.

 

Therefore, RAAus was prudent in refusing your tardy request and thereby preserving members funds.

 

It would be grossly unfair to all members of RAAus for a resolution of any kind to be put to a General Meeting (including an AGM) where Notice of the Resolution has not been provided with the Agenda. The exception would be, I think, a resolution in relation to the conduct of the meeting. It is unlikely we will ever see more than a couple of hundred members ever attend an AGM or GM. Having a vote of such a small proportion of the membership deciding anything would be grossly unfair to the entire membership.

 

From what I read of your complaint, you have no grounds for such a statement. A statement that defames people and is manifestly untrue and is published could be grounds for an action. You might like to be more cautious what you publish Kirk.

 

Under the Constitution the Board was not required to even have an Annual General Meeting (AGM) until up to 18 months from the date of registration. If the Board was trying to avoid scrutiny it could have held the first AGM for RAAus Ltd late in 2017. Instead they opted to have it very early, just a few months from incorporation - just long enough to have an election to take the Board numbers to the MAXIMUM 7 not the minimum (5).

 

To me this seems like just another example of distortion to blacken the reputations of the RAAus Board and management and make the vapourware alternative seem more attractive.

 

Don

Don,

Much of what you write is what people MIGHT have wanted to be the case but NOTHING you wrote is what we actually have in the Constitution.

 

Factually the 21 day notice period is NOT a cut off for the submission of Member Resolutions - it is the cut off for RAAus paying the costs of sending it out to all members .. .and 21 days is 21 days even if due to work weeks and the fact the AGM is on a Saturday t would be more administratively convenient were it to be 23 days.

 

And FACTUALLY RAAus can communicate the Member Resolution to all members other than probably me by posting it on the website so there is and never was a question of wasting $10k+ of member funds with my resolutions

 

And FACTUALLY RAAus would have to put a member resolution calling for up to and including the dismissal of the entire board regardless of who unpleasant or baseless the reasons - thats the nature of a MEMBER organization. Provided the subject mater of the resolution is within the allowable coverage of a general meeting any member resolution that is not defamatory MUST be put to the general meeting is has been put forward for.

 

And I find it intriguing that NOW when a couple of hundred members or proxies MIGHT get up a resolution of two its all terribly unfair for the majority - I can see this word hypocracy being dragged out and considered for application here. When you have a generally apathetic membership and a relatively small active membership small numbers of votes are the norm - and just because a small number may be against what you might personally want does not mean you call foul of the result ... I have accepted the changes to the corporate form and the constitution and EVERYTHING I have been doing has been to the end of getting what we now have to work better AND to be actually applied.

 

And it is not defamatory to state that Mr X and Mr Y in calling an election factually failed to comply with items a-d of the constitution - factual failing being highlight and put forward by members is not defamatory.

 

And finally - I am not blackening the name of RAAus - I am calling the management of the organization to account for their actions and behaviors as measured against the requirements of the constitution under which they are required to operate ... and AGAIN I repeat I am not associated with the 'vapourware' alternate of ELAAA and have not even spoken to the person who is apparently putting it together.

 

Give it a rest Don, I am working WITHIN RAAus in an attempt to make it work better and operate as it is supposed to. I've said it before, if I was out to get an alternate off the ground I would not have spent the past year working within the RAAus as provided and requested by the RAAus management to review and apply the RAAus governance.

 

But yes, I am at the point where an alternate to RAAus does have appeal simply because I am nearing the end of my ability to deal with RAAus and the managements apparent intent to ignore members and disregard the governance controls that are supposed to exist.

 

 

[DonRamsay]

. . . Much of what you write is what people MIGHT have wanted to be the case but NOTHING you wrote is what we actually have in the Constitution.

No point debating with you Kirk when I quote literally the Constitution and you say "NOTHING you wrote is what we actually have in the Constitution". You may read the Constitution any way you like but I will stick with the facts.

 

Just because you say something is a "FACT" does not make it so. On review of what I wrote, I am comfortable that the essence of what I was saying was correct and on review of your response I am satisfied that you are actually wrong in fact.

 

So, like I said, no point in us arguing if we can't even agree what a fact is.

 

Don

 

 

[kasper]

No point debating with you Kirk when I quote literally the Constitution and you say "NOTHING you wrote is what we actually have in the Constitution". You may read the Constitution any way you like but I will stick with the facts.Just because you say something is a "FACT" does not make it so. On review of what I wrote, I am comfortable that the essence of what I was saying was correct and on review of your response I am satisfied that you are actually wrong in fact.

 

So, like I said, no point in us arguing if we can't even agree what a fact is.

 

Don

Agree to disagree but I will clarify - quoting the section on calls for member resolutions and incorrectly linking it to the 21 day requirement in another related section that has nothing to do with legitimacy of the resolution AND then calling it tardy because it did not meet an arbitrary and not constitutionally specified 23 day requirement thought up for administrative convenience is not in my opinion factually within the requirements of the Constitution - that is what I meant.

 

 

[bull]

The Constitution at 27.1 actually states:

"Where the Company has called for resolutions, any current Member with voting rights may give:

 

(a) written notice to the Company of a resolution they propose to move at the general meeting (Members’ resolution), and/or

 

(b) a written request to the Company that the Company must make available to its Members a statement about a proposed resolution or any other matter that may properly be considered at a general meeting (Members’ statement)."

 

For normal administration purposes and to save RAAus the costs of a special mailing to 10,000 members ($10,000 postage + stationery + staff effort) a resolution must be received by the organisation in sufficient time to meet the 21 days notice required for an AGM (Cl 21.2). N.B., 21 days is a minimum.

 

Therefore, RAAus was prudent in refusing your tardy request and thereby preserving members funds.

 

It would be grossly unfair to all members of RAAus for a resolution of any kind to be put to a General Meeting (including an AGM) where Notice of the Resolution has not been provided with the Agenda. The exception would be, I think, a resolution in relation to the conduct of the meeting. It is unlikely we will ever see more than a couple of hundred members ever attend an AGM or GM. Having a vote of such a small proportion of the membership deciding anything would be grossly unfair to the entire membership.

 

From what I read of your complaint, you have no grounds for such a statement. A statement that defames people and is manifestly untrue and is published could be grounds for an action. You might like to be more cautious what you publish Kirk.

 

Under the Constitution the Board was not required to even have an Annual General Meeting (AGM) until up to 18 months from the date of registration. If the Board was trying to avoid scrutiny it could have held the first AGM for RAAus Ltd late in 2017. Instead they opted to have it very early, just a few months from incorporation - just long enough to have an election to take the Board numbers to the MAXIMUM 7 not the minimum (5).

 

To me this seems like just another example of distortion to blacken the reputations of the RAAus Board and management and make the vapourware alternative seem more attractive.

 

Don

Therefore, RAAus was prudent in refusing your tardy request and thereby preserving members funds.

Tardy??? nice lanquage mister {note not king or boss or president] Ramsay ,your use of legal threats using members funds to challenge a VERY REAL member concern is not very "'professional''as you try to make us all think that you are ,,ah.............

 

vapourware alternative

Vapours can turn to gas real quick mister Ramsay and gas could be deadly for RAA

[01rmb]

The Constitution at 27.1 actually states:

"Where the Company has called for resolutions, any current Member with voting rights may give:

 

(a) written notice to the Company of a resolution they propose to move at the general meeting (Members’ resolution), and/or

 

(b) a written request to the Company that the Company must make available to its Members a statement about a proposed resolution or any other matter that may properly be considered at a general meeting (Members’ statement)."

 

For normal administration purposes and to save RAAus the costs of a special mailing to 10,000 members ($10,000 postage + stationery + staff effort) a resolution must be received by the organisation in sufficient time to meet the 21 days notice required for an AGM (Cl 21.2). N.B., 21 days is a minimum.

 

Therefore, RAAus was prudent in refusing your tardy request and thereby preserving members funds.

 

...

 

Don

Don - you have cross referenced the notification time of 21 days which is the minimum time the board must advise members of an AGM to occur (Constitution Section 21 Notice of general meetings) with the time allowed for members to propose a resolution (Constitution Section 27 Members’ resolutions and statements) which is a minimum of 7 days. IT IS NOT THE SAME.

 

The relevant section for members to request a resolution/statement is Constitution Section 27.3 A request to distribute a Members’ statement must be given to the Company at least seven (7) days prior to a general meeting and set out the statement to be distributed and be signed by the Members making the request.

 

In the notification of the AGM, it states "Any member intending to submit a resolution must do so in writing prior to 23 September 2016." Why this is a contradiction of the 7 day notice from the constitution I don't know other than possibly to allow time to forward such resolutions to the members. BUT then the constitution should have allowed more time than the minimum of 7 days.

 

If the time to provide notice of a proposed member's resolution to members is sufficient then it must be done at RAAus cost as per Constitution Section 28. Or if not enough time then at the cost of the member proposing the resolution (but a resolution may be passed to reimburse those costs). But what is the cost for sending out an email to all members since that is how I was advised of the AGM in the first place and received an update from the CEO only yesterday? Certainly NOT the $10,000 you speak of.

 

It is important that the rules detailed in the constitution be followed by everyone - especially the board and CEO charged with carrying them out. Hopefully the board has received better advice than what you are providing here.

 

 

[Happyflyer]

Kasper, I wonder why you did not submit your resolutions one day earlier and meet the deadline given when the AGM was advertised? Did you really want your resolutions to go before the board or did you submit them late, knowing the board had got the date wrong, hoping for rejection to give yourself more ammunition in your campaign? If you did the latter, well done, you got 'em.