David Isaac

Bit silly there Kasp ... not what I said. Read my post #111.

The Company should only appropriately gag directors on matters of 'in camera' discussion and matters of 'commercial in confidence'. Directors should also use 'good judgement' on matters not yet decided. It is up to the Board to declare what matters fall into these categories. General gagging is a destructive culture.

Oh you British boys are so proper ... That doesn't happen here, we stay where we are and lobby buddy, if you resign you lose your influence, stay and put up a better argument for support ... this is Australia, don't make the mistake of pissing off an Australian director. LOL.Im not having a go at you buddy.

Ian, you are confusing the issue. RaAus Ltd will be a company limiuted by guarantee, a NOT FOR PROFIT. The Board is NOT permitted to make a distributed profit to the members. In all corporate structures, the shareholders are members of the company and all members are shareholders. Why complicate the issue with smoke and mirrors. Our Board is compelled to maintain the freedoms and rights of its members within the law in our new constitution so what s the problem. This argument is not helpful or logical. RAAus is no different in the sense of obligations to members and their rights than any of the 1000s of associations and clubs that have a company limited by guarantee structure.

There is nothing in the structure of a company limited by guarantee to prevent an elected director from communicating what he should with any member. All it ever required was a director with courage of his convictions and it still will require a director with courage of his convictions How can we lose in any case. We the members of the company have the right to put up any special resolution at any time, this paranoia is exasperating.

Kasp, This is a 'Not for profit' structure limited by guarantee as you know. The members / shareholders are not permitted to receive financial reward (except when providing a service to the company). This is NOT a normal corporate structure where the directors are compelled to get the best financial returns for the members. This structure is especially suited to large clubs and associations. I have been both director and chairman of companies limited by guarantee. Whenever the board presents a special resolution to the members, the Board have obviously voted in favour of it, but should still provide opposing views to the members (hasn't happened this time I regret to say), not so if a member(s) presents a special resolution, the board cannot prevent the special resolution unless it contravenes the law, in such cases the board should present the affirmative and opposing views to the resolution. The company limited by guarantee is essentially set up to provide better governance but still MUST operate to the protect the members interests. Of course there will be dissension at board level from time to time and we would be naive to think that wasn't communicated / lobbied to the members, that is what the right of speech and democracy is all about. Don't ever make the mistake of thinking you can muzzle an Australian Director on any issue of dissension ! I don't know what circles you limit yourself to but every Club that I have been a member of that is a company Ltd by guarantee has Board dissension from time to time. I'll name at least one for you 'The Central Coast Aero Club Ltd. established 1972, I have been a member since 1980.

Come on Kasp ... give me break, Im not that badly edumacated. I understand what 'convention' is. My query was your application of the specific convention you mentioned to RAAus Ltd. Are you saying the Board is obliged to follow 'that' convention in the revised structure? Do Boards of Companies limited by guarantee always follow that convention ... I think not. Members / Shareholders still communicate with directors whether dissenting or not.

Kasp, Help me out here ... where in Corporations Law or the proposed constitution does it say or imply ... "if this association moves to Corporate structure and abides by convention that Board members must hold the company line or failing that resign ". The situation specifically in this matter is no different in the new constitution to the old organisation, but at least the board gets to govern for 12 months uninterrupted and if we don't like what they do we have the power to turf them out at the next election and further in the new constitution we can force the board to publish our concerns to the members.

Ian, What you have raised are two separate issues. The first issue is separate from the resolution issue and I agree with your first point, we don't have a party politics based board so an individual board member should communicate to whom he represents without fear or favour. The voting on the special resolution is a separate issue and we should all vote as we see fit and my vote may yet change from my first position as it would be better to get some issues resolved first. I am attempting to get across that no matter what happens with the special resolution we can still make changes; it is not all lost or set in stone if the new constitution is voted in.

You arguably can under our current representative model PM, although not quite a good look.

Guys, I think we all agree that some changes are necessary. I am not entirely happy with a couple of issues. Whether the current special resolution gets up to adopt the new constitution or not, we need to get the changes done. If the current special resolution gets up, it is a simple matter of getting the appropriate changes formed, checked legally and then we collectively put them up as special resolutions at the next AGM. If the current special resolution got up, the new constitution as it happens, forces the board to put up any members submission to all the members and that would be the case in addition if we moved for some special resolutions. If the current special resolution does not get up, we simply get on with making the case for the changes. I really don't see a major issue here, either way we can get the necessary changes done, anyone can move a special resolution and if it had support it would get up.

FFS FT why would that be necessary. If the resolution fails members & the board will have to work on whats needed to fix the impasse. No matter which way we go, we need a new constitution.

Not sure where you get your multi layered paid management idea from. I can't recall that in any of the documents. However, if the membership feel widely there are show stoppers, I agree it would be better to cancel the meeting and delay the resolution until the issues are sorted. I just can't see the show stoppers, but I would be happy with a delayed meeting because I can't attend this one which I would like to do.

I don't disagree with you. There were many options available. What we have is one of them.

Or the current board could cancel the meeting, fix the issues and put a resolution with revised docs to the AGM. If there really are serious issues that would be a tidier outcome.

Kasper that was not quite what Don was saying. What he meant was that the existing constitution is so convoluted and poorly worded that making changes was NOT worth the effort. We have made many changes over the years by simply putting up special resolutions, I was a member of the constutional review committee back in those days with Don until Rinciman canned it. So why would it be any harder to amend this new constitution when this new one is infinitely better and better structured with members rights better protected than the existing constitution. I do understand your point of getting it as 'right' as possible before putting it up to a resolution and that is always my preference. My point is that no matter how 'right' you think it might be when it finally goes to the vote, you will still ultimately need to amend it several times over its life. A constitution is NEVER set in stone, but it must not conflict as you know with Corporations Law.

Or, FT ... Change one lot of dead wood for another. Any Board of Directors is only ever as good as the quality of the nominees and the intelligence or apathy of the elecotrate. Changing the whole board at any single time is potentially disastrous. You must have a rule for maximum term but it must be arranged to rotate through the board such that current knowledge is NOT lost.

and some aint so pretty ... LOL

Correct, and even if the resolutions were successful, you would have to follow the notice process for a general election, so it could NOT occur at the 14 May meeting, but it is required to held as soon as is practical with a Dec 2016 date limit.

Too late to change it now. There must be 21 days from memory from the final document before the vote (whatever the required notice is under the current constitution). By my calcs too late for the 14 May vote. It is still a better document than the current constitution. All it takes is a special resolution at the next meeting to sort the remaining issues, who wouldn't support that? Where does this paranoia come from that it cannot be changed once adopted?

And that was my point ...

Which bit was uncalled for?

Read my posts again Keith. Not defending it to the hilt. It has need of some amendments. But is infinitely better than the current constitution. So I am voting yes. We can fix any minor issues with follow up resolutions as we have in the past as I have said above.

You have an interesting perspective on eloquent Keith, vastly different to mine. All Nong succeeded in doing was obfuscate the valid points raised by Riley in his opening post in that thread. I thought Don's following post answered Nongs cynicism quite well. Here I go again ... Defending Don, how foolish of me ...

Ian, I am amazed you consider my comments bullying. Not sure why you think that my support of the resolutions (with some reservations) is in any way bullying the members any more than any other comments not supporting the resolutions. I have attempted to put my perspective no different to any other contributor. Of course the alternative is I pull my head in and say nothing, would you prefer that? At the end of the day, only the members that get off there asses and vote will collectively decide whether we accept the resolutions as currently put. Either way, whether we stay an Association or move to a Company, we will still have the same issues you imply. The process to change those issues remains the same whether an association or a company. Collectively we can change anything whether we are an association or a company. The process for change is exactly the same ... Lobby to have the constitution or policy changes and put up robust sensible resolutions. We have done that successfully in the past and we will do it again in the future if a need arises. What you refer to as a half baked change is a fair way down the road to improvement on the current constitution and I agree some further changes are still necessary. The process to change anything in the future is exactly the same as it is for the current constitution and any individual member can put up a resolution for change at any time. However for a proposal to be successful it needs to have robust arguments and it needs support. We have done that in the past and will do it in the future where necessary.