RAAus AGM member resolution - request for proxy

[kasper]

On a separate thread I set out three member resolutions and the member statement that had been provided to RAAus for the upcoming AGM.

 

The directors have decided to reject the resolutions and not distribute the member statement. I believe this is in breach of the Constitution but in any event I am going to the AGM in person and at the very least will attempt to raise the resolutions from the floor - but Michael Linke also said that they would decide on the day IF they would accept the resolutions being raised!

 

Not sure on what power they would reject them as they are all directly on the point of the member election which IS within the AGM but in any event I am asking for proxies from members of RAAus for the resolutions.

 

Attached are two files:

 

1. the background to the resolutions; and

 

2. the proxy form itself.

 

As Michael Linke called and confirmed that they have rejected the resolutions and member statement after I drafted the proxy form can I ask that if you send the proxy form direct to RAAus you also email me to let me know. Sorry but I really no longer trust RAAus to actually be honest about what they have received.

 

RAAus have sent me a letter setting out why they have rejected the member resolutions and statement and when it is received I will post here for information.

 

Any questions please PM me through here.

 

Appointment of Proxy Recreational Aviation Australia Limited ACN 070 931 645.docx

 

Background for proxy.docx

 

Appointment of Proxy Recreational Aviation Australia Limited ACN 070 931 645.docx

 

Background for proxy.docx

 

Appointment of Proxy Recreational Aviation Australia Limited ACN 070 931 645.docx

Background for proxy.docx

[David Isaac]

On a separate thread I set out three member resolutions and the member statement that had been provided to RAAus for the upcoming AGM.The directors have decided to reject the resolutions and not distribute the member statement. I believe this is in breach of the Constitution but in any event I am going to the AGM in person and at the very least will attempt to raise the resolutions from the floor - but Michael Linke also said that they would decide on the day IF they would accept the resolutions being raised!

 

Not sure on what power they would reject them as they are all directly on the point of the member election which IS within the AGM but in any event I am asking for proxies from members of RAAus for the resolutions.

 

Attached are two files:

 

1. the background to the resolutions; and

 

2. the proxy form itself.

 

As Michael Linke called and confirmed that they have rejected the resolutions and member statement after I drafted the proxy form can I ask that if you send the proxy form direct to RAAus you also email me to let me know. Sorry but I really no longer trust RAAus to actually be honest about what they have received.

 

RAAus have sent me a letter setting out why they have rejected the member resolutions and statement and when it is received I will post here for information.

 

Any questions please PM me through here.

Kirk,

Please post the RAAus letter denying your resolutions as soon as you get it, along with a copy of your correspondence to the Board making the request to lodge the resolutions.

 

 

[Keith Page]

Thank you for that kasper.

 

I have some friends interested, I will let then know.

 

KP

 

 

[David Isaac]

For the benefit of members; the following is from our new constitution:

 

Members’ resolutions and statements

 

27 Members’ resolutions and statements

 

 

27.1 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).

 

27.2 A notice of a Members’ resolution must set out the wording of the proposed resolution and be signed by the Members proposing the resolution.

 

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.

 

27.4 Separate copies of a document setting out the notice or request may be signed by Members if the wording is the same in each copy.

 

27.5 If the Company has been given notice of a Members’ resolution under Clause 27.1(a), the resolution must be considered at the general meeting for which the resolution was called.

 

27.6 This Clause does not limit the right that a Member has to propose a resolution at a general meeting under the Corporations Act.

 

28 Company must give notice of proposed resolution or distribute statement

 

28.1 If the Company has been given a notice or request under Clause 27:

 

(a) in time to give notice of a proposed Members’ resolution or a copy of the Members’ statement to Members with a notice of meeting, it must do so at the Company’s cost, or

 

(b) too late to give notice of a proposed Members’ resolution or a copy of the Members’ statement to Members with a notice of meeting, then the Members who proposed the resolution or made the request must pay the expenses reasonably incurred by the Company in giving Members notice of the proposed Members’ resolution or a copy of the Members’ statement. However, at a general meeting, the Members may pass a resolution that the Company will pay these expenses.

 

28.2 The Company does not need to give notice of a proposed Members’ resolution or a copy of the Members’ statement to Members if:

 

(a) it is more than 1,000 words long,

 

(b) the Directors consider it may be defamatory,

 

© Clause 28.1(b) applies, and the Members who proposed the resolution or made the request have not paid the Company enough money to cover the cost of giving notice of the proposed Members’ resolution or a copy of the Members’ statement to Members, or

 

(d) in the case of a proposed Members’ resolution, the resolution does not relate to a matter that may be properly considered at a general meeting or is otherwise not a valid resolution able to be put to the Members.

 

 

[Happyflyer]

For the benefit of members; the following is from our new constitution:Members’ resolutions and statements

 

27 Members’ resolutions and statements

 

 

27.1 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).

 

27.2 A notice of a Members’ resolution must set out the wording of the proposed resolution and be signed by the Members proposing the resolution.

 

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.

 

27.4 Separate copies of a document setting out the notice or request may be signed by Members if the wording is the same in each copy.

 

27.5 If the Company has been given notice of a Members’ resolution under Clause 27.1(a), the resolution must be considered at the general meeting for which the resolution was called.

 

27.6 This Clause does not limit the right that a Member has to propose a resolution at a general meeting under the Corporations Act.

 

28 Company must give notice of proposed resolution or distribute statement

 

28.1 If the Company has been given a notice or request under Clause 27:

 

(a) in time to give notice of a proposed Members’ resolution or a copy of the Members’ statement to Members with a notice of meeting, it must do so at the Company’s cost, or

 

(b) too late to give notice of a proposed Members’ resolution or a copy of the Members’ statement to Members with a notice of meeting, then the Members who proposed the resolution or made the request must pay the expenses reasonably incurred by the Company in giving Members notice of the proposed Members’ resolution or a copy of the Members’ statement. However, at a general meeting, the Members may pass a resolution that the Company will pay these expenses.

 

28.2 The Company does not need to give notice of a proposed Members’ resolution or a copy of the Members’ statement to Members if:

 

(a) it is more than 1,000 words long,

 

(b) the Directors consider it may be defamatory,

 

© Clause 28.1(b) applies, and the Members who proposed the resolution or made the request have not paid the Company enough money to cover the cost of giving notice of the proposed Members’ resolution or a copy of the Members’ statement to Members, or

 

(d) in the case of a proposed Members’ resolution, the resolution does not relate to a matter that may be properly considered at a general meeting or is otherwise not a valid resolution able to be put to the Members.

27.1 Where the company has called for resolutions.......

Has the company called for resolutions?

 

 

[David Isaac]

27.1 Where the company has called for resolutions.......Has the company called for resolutions?

Companies normally call for resolutions ahead of any announced general meeting, they clearly have an obligation to do so. If I recall correctly they did for the AGM.

 

 

[kasper]

yes they did call for resolutions with the notice of the AGM - it was in the printed mag sent to all members.

 

It incorrectly stated that they all had to be in by day 23 before the meeting (before Friday last week) and mine was received on day 22 before the meeting (on Friday of last week) and as such it complied with the Constitution

 

 

[Scotty 1]

General business is not discussed at AGM's . I would be worried if they refused your resolutions at the General Meeting held after the AGM.

 

Cheers Scotty.

 

 

[David Isaac]

T

 

General business is not discussed at AGM's . I would be worried if they refused your resolutions at the General Meeting held after the AGM.Cheers Scotty.

True Scotty, but a resolution put my members to an AGM is Not general business.

 

 

[David Isaac]

This was the notice to members of the AGM and the invite for resolutions.

 

Not sure where the date of the 23rd came from, certainly doesn't appear to match the constitution requirements.

 

RAAus AGM & Safety Summit

 

The Board of RAAus invites all members to the 2016 Annual General Meeting

 

15 October 2016

 

Adelaide Biplanes Flight School

 

Aldinga Airfield, Colville Road,

 

Aldinga SA 5173

 

The day will begin with an RAAus sponsored safety forum from 2:00PM - 3:30PM.

 

The AGM will be held from 4:00PM - 5:00PM

 

Any member intending to submit a resolution must do so in writing prior to 23 September 2016. Members may appoint proxies to represent them.

 

Both the safety forum and AGM will be broadcast live on the RAAus Member Portal on the day.

 

Following the AGM, RAAus will host a BBQ dinner at 6:00PM where the 2016 Maintainer of the Year awards will be presented. This will be a ticketed event (free BBQ with a cash bar) and seating will be limited to 120 people.

 

 

[Scotty 1]

The AGM notice in the mag did indeed mention members resolutions and proxies. This is not normal for AGM's. They are to inform the members of the condition of the organisation and not consider any general business other than that ariseing from the minutes of the previous AGM. 27 and 28 of the Constitution are in regard to General Meetings and not AGM's. 20 of the constitution is in regard to Annual General Meetings and 20.4 states

 

20.4 The Chairman of the Annual General Meeting must give Members as a whole a reasonable opportunity at the meeting to ask questions or make comments about the management of the Company.

 

but there is no mention of any resolutions.

 

I believe the notice of the AGM that included the submitting of resolutions was incorrect as it is not the normal practice for an AGM.

 

Cheers Scotty.

 

 

[David Isaac]

Scotty,

 

I think you will find that a General Meeting that is called an Annual General Meeting is just a General Meeting that has certain minimum statutory requirements. These minimum requirements are stated in the constitution. Usually once the formal statutory requirements are met in the AGM it is usually announced as completed and the meeting still continues as a General Meeting, so I dont see any impediment to putting up duly notified resolutions.

 

There is some confusion out there about AGMs, and I may also be confused, but I dont see any error in the calling of the AGM or the call for resolutions. Maybe someone else can explain it better than me.

 

The confusing issue is the date for resolutions being called for prior to 23 September. Prior to 23 September is at least 23 days before the AGM; that date appears to conflict with the requirements for member resolutions found in Clause 27 of the constitution.

 

Any one else care to offer an opinion on this?

 

 

[Scotty 1]

So David why are there different sections and rules in all the constitutions and model rules that you and I have seen and operated under if the AGM is just another General Meeting?

 

It may be normal to conduct the business of the AGM and then declare the meeting closed followed closely by a General Meeting (usually after a coffee and sanga break) but it would be in breach not to close the AGM first.

 

What is not normal in the calling of this particular AGM is the fact that resolutions were also called for. Can you show us anywhere in the constitution that states members resolutions can be heard at an AGM? In fact it goes to the extent of stating resolutions at General Meetings.An AGM is not for conducting normal business. As stated in the constitution a member may ask questions or pass comments about the way the organisation has been run but to take any action or to put forward a resolution I believe it would need to be done at a General Meeting or Special General Meeting.

 

I am not passing any opinion on anything that kasper is trying to do but would like to point out the need to dot your i's and cross your t's.

 

Cheers Scotty.

 

 

[David Isaac]

I don't necessarily disagree Scotty. I am not entirely clear on the matter either as I said.

 

But an Annual General Meeting is still a General Meeting called for a specific purpose to fulfill certain requirements under the Corporations act. There are certain things that must be done at an AGM. The AGM is certainly the one compulsory meeting per year for any Australian corporation.

 

I don't think we use the terms Special General Meeting or Extraordinary General Meeting anymore; they are just General Meetings called for specific purposes where only resolutions with required notice to all members can be voted on.

 

Yes usually the AGM is closed and then it becomes a General Meeting which is no longer the AGM, so it may just be a protocol thing that really has no basis is law for all I know. Certainly there is always another meeting after the AGM obligations have been dealt with. The question is, does it need to be specifically separated?

 

Maybe some legal person on here can advise whether it is that rigid.

 

One thing is for sure, it ain't that clear in our new constitution is it?

 

 

[Aldo]

Any questions please PM me through here.

Kasper

 

Time to give it a break mate, you lost, RAA won the new organisation is what we have got let it get on with operating RAA. I was one of the members who voted for what we have now and I'm happy with what we have got. Your efforts are not enhancing recreational aviation but they are helping to destroy it, if that's what you want continue but your resolutions will not be getting my vote. If you happen to destroy RAA I will just go back to GA not a problem for me but I'm sure it will be a problem for lots of others, be careful what you wish for.

 

Aldo

 

 

[planesmaker]

Aldo I understand what you are saying, however the constitution has to mean something, if it can be disregarded you won't have much of an organisation.

 

 

[frank marriott]

Whatever ones individual views on the change to RAA it is fair to say it has resulted in a serious split in the membership - which is not a healthy situation.

 

People can push their for and against positions as much as they like, but I doubt it is a recoverable situation without a change in a couple of personalities.

 

A consultative approach with a members organisation is a must to avoid gaining the disapproval status similar to that enjoyed by CASA.

 

 

[01rmb]

You can't have the case of 'we set the rules and you must follow them and you will face consequences if you don't' but we can do as we please even to the point of breaking legal constitutional rules on the basis of it does not matter! If the board and CEO are not following the rules then why should they expect different from the members?

 

If someone says "Trust us" then they need to demonstrate they deserve and continue to earn that trust. The board and CEO, above all else, need to be be doing and be seen to be doing the right thing and held to account if they don't.

 

 

[Keith Page]

Well said Frank. Looks like no return from there.

 

One has to listen to the people, incorrect or correct and they will respect the opportunity not this.....

 

....."This is what you are getting"..... that was done without any consultation. To me RAAus looks like it is on a similar path as the Canberra RSPCA had found its self. It is such a dreadful situation for RAAus from such a great organisation to this shambles now, the other interesting point the one who were yelling just a few years ago, you are doing it wrong, the bulk of them are and have been at the helm for RAAus to get to where it is.

 

The jury and judges are saying how great things are now, I would hate to see it if they say things are bad.

 

KP.

 

 

[Admin]

Warnings about RSPCA ignored, say staff

 

And

 

Fair Work Commission told of alleged bullying by former RSPCA chief Michael Linke

 

 

[Keith Page]

Warnings about RSPCA ignored, say staffAnd

Fair Work Commission told of alleged bullying by former RSPCA chief Michael Linke

Thanks Ian.

Kp

 

 

[SDQDI]

Well firstly let me say I strongly disagree with Kasper's 3 resolutions.

 

I do not know all the ins and outs of what is required as far as notice in writing so many days before the meeting BUT it would be unnacceptable if his motions were not aloud if the 23 days was incorrect.

 

As I said I disagree with his proposals and would happily send a no vote but I strongly support his right to put them forward no matter how silly I think they may be!

 

 

[kasper]

Clarifications

 

1. AGM verses General Meeting – An AGM is simply a General Meeting with set specific items (Constitution 20.2) that must be included in the meeting even if not within the agenda and dealt with ie it is a General Meeting with additional items required. The result it that anything in the Constitution relating to General Meetings applies to the AGM and in addition the AGM sections apply.

 

2. Notices – this is one of the areas where I pointed out practical problems with the Constitution as drafted and passed which need to be clarified/carefully worked through because as passed they are not tightly defined. I will be very up front here –this is one of the areas I have been testing the RAAus on by using the words of the Constitution as they are written and NOT accommodating RAAus by limiting it to what they might have intended or what it should say. For example where the Constitution remains silent as to when during a day a day ends I am using the entire day … member resolutions and statements were sent at 9pm on Friday … still received more than 21 calendar days before the meeting as potentially required by the Constitution to avoid the Member having to pay the costs of distribution but outside business hours … loose drafting that I am highlighting.

 

3. Timings – this is where I believe that RAAus management and the Initial Directors have actually misinterpreted the Constitution and in refusing the member resolutions and member statement they are factually wrong:

 

a. Notice to all Members of an AGM is in 21.2 “Notice of a general meeting must be provided at least twenty-one (21) days before the meeting.” And there are several items that MUST be included set out in 21.3 21.3 Notice of a general meeting must include the place, date and time for the meeting (and if the meeting is to be held in two or more places, the technology that will be used to facilitate this), the general nature of the meeting’s business, if applicable, any resolution that is to be proposed and the words of the proposed resolution, and a statement that Members have the right to appoint a proxy.

 

Issues with this as it has applied to the upcoming AGM – the Notice was not sent on Friday last week – in paper it went out with the Magazine 6 weeks ago and through the RAAus website it went out prior to 1 September as that is the last edit date on the notice. Given that NO notice was given on Day 22 before the general meeting and Member Resolutions exist the RAAus Directors have not complied with 21.3 of the constitution and have made no attempt to comply with the requirements as they apply to member resolutions.

 

b. Member Resolutions - 27.1 covers this areas

 

i. Where the Company has called for resolutions – They did in the notice of AGM in the Magazine notice of the AGM

 

ii. any current Member with voting rights – I am a current member and have voting rights

 

iii. may give written notice to the Company of a resolution they propose to move at the general meeting (Members’ resolution) – I did in writing - email to an email address provided by the Company is effective notice and include signature per Constitution 56 ©

 

iv. 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) – I did by separate email on the same day the resolutions were sent

 

And here is in my opinion the primary error in the RAAus Directors refusing the Member Resolutions – they have confused timings on when they MUST be provided to all Members at the cost of the Company with the legitimacy of the resolution itself.

 

Under the Constitution the Company must provide the Member Resolutions and Member Statement to all members at the Companies cost if

 

1. the Resolutions are provided in time to go with the Notice of AGM – under the constitution that’s 21 days prior to AGM and these were provided on day 22 before AGM

 

2. the Member Statements if they are provided more than 7 days prior to the AGM – they were provided 22 days before

 

Even if the Member Resolutions were provided within the 21 days the Director have NO authority under the Constitution to reject them its just a question of the Member having to make payment tot eh Company for the reasonable costs of communicating them to members.

 

The ONLY powers to refuse a Member Resolution are set out in Constitution 28.2 if:

 

1. it is more than 1,000 words long – mine was not

 

2. the Directors consider it may be defamatory – The resolutions cannot be taken to be defamatory

 

3. If the Member has to make payment for distribution to Members under 28.1(b) and the Members who proposed the resolution or made the request have not paid the Company enough money to cover the cost of giving notice of the proposed Members’ resolution or a copy of the Members’ statement to Members – factually not an issue as they did not ask for funds but simply rejected out of hand

 

4. in the case of a proposed Members’ resolution, the resolution does not relate to a matter that may be properly considered at a general meeting or is otherwise not a valid resolution able to be put to the Members – this AGM has as one of its agenda items the confirmation of the election results and appointment of Directors – all three resolutions are directly on the election process and the appointment of Directors so cannot fall within this area

 

Result is that RAAus Directors have no authority to reject the Member Resolutions and under the Constitution 27.5 the Members’ resolution must be considered at the general meeting for which the resolution was called.

 

So there is the background to timing

 

1. AGM notice has to be at least 21 days before meeting and the fact we have AGMs on weekends is a practical problem when we have work weeks BUT the Company has no authority to make it 23 days for administrative simplicity

 

2. Member Resolutions when called for are NOT required to even meet the 21 day timeline of AGM notice … 21 days ONLY sets who pays for the distribution of the notices to Members

 

3. Member Statements are NOT required to meet the 21 day timeline of AGM notice, only 7 days before AGM

 

4. Directors have NO authority to refuse a Member Resolution or Member Statement unless the resolutions are within the VERY limited exclusions set out in the Constitution

 

The Directors in refusing to put the Member Resolutions received forward to Members are breaching the Constitution.

 

If they want to argue the toss on costs of distributing the Member Resolutions to Members then they have to ask me to make payment to cover the cost of posting them on the Member Portal of the RAAus Website and to pay printing and postage for any Member who has elected to not receive electronic communications under the Constitution.

 

 

[kasper]

Well firstly let me say I strongly disagree with Kasper's 3 resolutions.I do not know all the ins and outs of what is required as far as notice in writing so many days before the meeting BUT it would be unnacceptable if his motions were not aloud if the 23 days was incorrect.

 

As I said I disagree with his proposals and would happily send a no vote but I strongly support his right to put them forward no matter how silly I think they may be!

Well I absolutely respect your right to disagree with the resolutions - and I have provided on the Proxy form a tick box of voting AGAINST my own resolutions. PLEASE feel free to fill out the Proxy form and put a x against each of the vote against the resolutions. I will hold them and vote them per your directions.

And yes - it will seem strange that I will be moving a resolution and holding proxies for and against them - that's the way Proxies are meant to work.

 

I am NOT out to just get support for what I am putting forward by just seeking positive proxies - I want the Membership to give their opinions both ways.

 

 

[Aldo]

Aldo I understand what you are saying, however the constitution has to mean something, if it can be disregarded you won't have much of an organisation.

Planey

 

I agree the constitution must mean something and realistically you must abide by it, I'm sure RAA have had sufficient legal advice on how to set up the structure and get the organisation moving along to a workable operation and yes it all takes time but the constant chirping from the sidelines from people who don't want the job of implementing the change (or just didn't want change in the first place) doesn't help.

 

Any time you change from one structure to another and try to keep the business operating at the same time there are bound to be some things missed or not done to the letter of the law but it is not the end of the world.

 

A consultative approach with a members organisation is a must to avoid gaining the disapproval status similar to that enjoyed by CASA.

Frank

 

The consultative approach works with smaller organisations but once you get over a certain size it just doesn't work because of all the differing opinions and positions that people take, you never achieve anything. In both large and small organisations you are never going to please all the members/shareholders all of the time in fact you will be lucky to please some of them some of the time.

 

If you just look at the recent change of structure of the organisation there are a number of members/shareholders not happy with the change but the majority of the members/shareholders who voted chose this direction.

 

Now that the structure of the organisation has been determined it is time to let the directors determine the direction of the organisation, the administrative team CEO etc to implement that direction and the rest of us to go and enjoy our flying.

 

If shareholders are not happy with that direction at the next elections they will have a choice to vote for someone else.

 

Anyone who thinks CASA will allow another new organisation to run its own little show for the benefit of a few types is dreaming.

 

I think the direction that will happen in the medium term will be that RAA will be pushed to take over all non-commercial GA below 5700kg so we best be a robust organisation.

 

Aldo