rhysmcc

However this is not within the constitution, elected directors are only appointed to the board after an Annual General Meeting. Such a meeting will need to be held within 6 months of the end of 2015/16 FYE to comply with both the special resolution and the constitution. This has been raised pages ago, Don is investigating further.

It does not need to be a special resolution, a normal members resolution would be fine (i.e. 50%+1 vote in favor) as you are not changing the constitution but providing direction to the company. The election of directors under the constitution happens only at an AGM, not a general meeting. You don't need 75% or a special resolution, 50%+1 is enough for a member resolution. You also don't need to call a general meeting, just put forward the resolution at the next meeting. It can have immediate effect.

Sorry I can't help too much (not familiar with Tamworth). ERSA suggests an arrival procedure tracking via Duri Gap if coming from 160R to 295r. No mention of any other arrival procedure outside of that arc, however it doesn't indicate that you MUST approach from direction. There is a remark for unfamiliar pilots to contact the tower for briefing prior to departure. I can only assume the Duri Gap procedure is about operating the 2 different circuits with separate tower frequencies and controllers? Maybe give them a call or failing that call inbound for a clearance, if they tell you to expect inbound from Duri Gap you'll know you need to go the long way around?

6 makes for easy election terms (2 each year for 3 year terms) but many would be worried about having an even number. 5-7 seems fine to me, as does the power for the board to decide. At the end of the day members can always force the boards decision via a members resolution.

I like the idea of low level VFR freq (aka 126.7) for circuit, low level over flying etc and save Area Freq for Nav type flights at higher level.

Sorry Don you've confused me here. At first I thought you were agreeing with me, that at the 2017 AGM at least 2 directors must retire. It does not state those directors have to have been elected (i.e. Can be initial directors, appointed from a casual vacancy or elected). Directors must also retire after 3 years, but that doesn't mean if you've only served 18 months your exempt from Clause 36.1. Conclusion: at the 2017 AGM at least 2 of initial directors will need to retire unless one of the newly elected directors in 2016 calls it quits early.

Surely as a current board member you've had disclosure of the "plans" and seen the board resolutions to cause this action. Or has the executive made the plan?

The special resolution does not give the board authority to act outside the constitution. It concerns me that 1 of the 3 initial directors believe they could be given such authority. Another example of a show stopper. The constitution needs to be water tight so that the board can not interrupt meanings to suit their will.

Assuming a Board of 7 Directors, at the 2017 AGM, 4 seats will be up for (re)election, the 2 new positions and the 2 directors who must retire. While the board appears to be performing much better, and a lot of newsletters are coming out, The board is still as secretive as ever. No board minutes, no board resolutions, no draft ops manual or tech manual to the membership (we've been told they exist). I'm sure you can understand why some are concerned.

We can always sack the lot at the AGM if they don't do a decent job and vote in 7 more. (jest)

Ian, may I suggest at the first general meeting you propose a member's resolution to bring the board size to 7. This of course won't take place until the following Annual General Meeting, as required (in some parts) of the new constitution.

Come 1st of July 2016 (assuming that's the day of registration), I nor any member will have any right to make the board disclose any of the "books" from RAAus Inc from the 2015/16 year.

It is fact; the constitution allows for the AGM to be held within 18 months from the registration of the Company. the constitution (clause 36.4) states a director's term starts at the end of Annual General Meeting at which they were elected. the special resolution requires the initial directors to "cause an election to be called as soon as is practical, and in any case no longer than six months after the end of the 2015/16 financial year, to bring the board size to no less than five members. What the special resolution does not authorise is for the election (and thus appointment of directors) outside of the conditions set out in the constitution. In common terms, the members are telling (by voting YES to the resolution), that we expect such an election (as per the condition) to happen within 6 months. Don, I put to you that the word "annual" in clause 36.4 may in fact be an error (clause 34.4 does not include this term). These "typo" type errors, which the constitution is riddled with are in my opinion show-stoppers. The resolution calls for at least 5 directors by end of 2016. After that time it's up to the board to decide it's numbers between 3-7. Members always have the option of bringing a resolution to a general meeting to override the board's decision (providing it's not against the constitution)

Will all respect Ian, how do you know if a site user is a member of RA-AUS?

As a member I would expect nothing less... However as the proposed constitution stands, we the members have no way to ensuring such actions are taken once the constitution gets up.

Don, my point is the resolution calls for the election to bring the number of directors to 5. Our constitution (new) dictates how directors are elected. The resolution does not over ride that process (i.e. At the AGM).

Tony, that is not correct. Under the new constitution 2 directors must retire at each annual general meeting unless there are fewer than four current directors. At the AGM2017 there will be 5 current directors, in which case 2 of the longest serving directors will need to retire (and be reelected). This will need to be repeated in 2018 at which time all initial directors would have faced an election. However it's my belief (and one I hope the ASIC will share) that in order for the initial directors to meet the requirement of the resolution to bring the total number of directors no less than 5 within 6 months, an AGM will be held in 2016 in which case all initial directors would have faced reelection in 2017).

Is this a rule written down somewhere? It's not in the constitution.PS Annual doesn't mean after 1 year. It means once a year, could be the start, at the end or in the middle.

I assume the board would have discussed and passed a resolution (or multiple) on the constitutional reform issue to get to this stage... So my question is has anyone seen the results of the board resolutions as is required under our current constitution to be published within 7 days?

Remember this thread was started based on CASA inviting discussions changing the rules so most of what is listed in this thread is peoples opinions on what the rules should be, not what they are currently. You shouldn't use the forum as the defence of not following the correct rule or procedure, these are found in AIP or directly from CASA (Regulations etc). ATC just like Pilots are told the rules by CASA, they don't get to make them.

126.7 below 5,000 and Area at 5,000 and above seems reasonable, but maybe 3,000AGL would be better for the higher altitude aerodromes.

Thanks for your reply, I'm not convinced that once the new company is formed and the new constitution is enacted that any further directors can be elected contray to what the constitution dictates. A special resolution allows for an amendment to the constitution not to over ride it. Why not just call the AGM prior to the end of the year? Surely it costs us no more then a standard general meeting and would save any future legal challenges of an incorrectly appointed board?

Thanks Don, so is it the legal advice that the directors elected within 6 months as per the resolution are the initial directors with the former executive? If not then I don't see how any resolution can override the constitution (without replacing). We couldn't say for example in 2 years time pass a resolution for Don Ramsey term to be extended to 5 years without actually changing the constitution. As far as I can tell there is nothing within our constitution that allows directors to be elected other then at the AGM regardless if it's within 6 months or not. A better option would be to include the 2 directors as initial directors together with former executive, however this would require an election prior to the establishment of the new company.

Don, has the board been given legal advice regarding these resolutions? I fail to see how a resolution of the assosicstion can override the constitution of the new company. Any resolutions passed prior to the assosicstion being wound up would have no legal effect to the new company. The constitution implies directors are elected at the Annual General Meeting, and that their term starts at the conclusion of such a meeting. It's my belief if we require an AGM once the new company is formed to meet the constitutional requirements.

We will only be voting for 2-3 directors at a time, the board decides how many directors we need between at least 3 but no more then 7. Unless the board resigns we won't see an election for all 7 positions ever.