Board Member Costs Advice Sought

[Spriteah]

ladies and Gents,

 

As a new board member I have recently been asking to be provided with paperwork of issues. I cannot enter into the details of some of the issues as they do fall into the confidential side of things and others don't.

 

Now what I am asking here is what do the membership on this site want? Are you happy that all the board get a copy of full documentation of all important issues we are dealing with?

 

The reason I am asking is that I have been denied at this stage to receive some documentation becuase of the size. However, the bigger the documentation normally the bigger the issue and the great need for independant evaluation from board members.

 

Oh, addon, obviously the cost of providing board members this information is your money. Jim

 

 

[pudestcon]

ladies and Gents,As a new board member I have recently been asking to be provided with paperwork of issues. I cannot enter into the details of some of the issues as they do fall into the confidential side of things and others don't.

Now what I am asking here is what do the membership on this site want? Are you happy that all the board get a copy of full documentation of all important issues we are dealing with?

 

The reason I am asking is that I have been denied at this stage to receive some documentation becuase of the size. However, the bigger the documentation normally the bigger the issue and the great need for independant evaluation from board members.

 

Oh, addon, obviously the cost of providing board members this information is your money. Jim

Anything less would be unacceptable in my view Jim.

I want my rep, Gavin Thobaven, to have all the facts available so he can make an informed decision. Likewise for all member reps.

 

Pud

 

 

[greybeard]

Pretty much most documents these days are created electronically. Apart from the cost of a data connection I'm not sure how there is an issue with distribution.

 

 

[Guest Andys@coffs]

ladies and Gents,As a new board member I have recently been asking to be provided with paperwork of issues. I cannot enter into the details of some of the issues as they do fall into the confidential side of things and others don't.

Now what I am asking here is what do the membership on this site want? Are you happy that all the board get a copy of full documentation of all important issues we are dealing with?

 

The reason I am asking is that I have been denied at this stage to receive some documentation becuase of the size. However, the bigger the documentation normally the bigger the issue and the great need for independant evaluation from board members.

 

Oh, addon, obviously the cost of providing board members this information is your money. Jim

Jim just for clarity....the solution to this problem is to send you reams of paper???????

 

I know the computer literacy of many in RAAus is below average, but really Paper?????

 

Jim, from my perspective you have a duty as an elected member, you must assure yourself however possible that in the future you will not be judged as having failed in that duty without trying your hardest to overcome opposition.

 

As to the question of what do we on this site want, I would rather answer it as what do I want as an RAAus member, the two are not the same and forwhatever reason those who contribute to this site are seemingly judged as troublemakers...... Bottom line I want you to manage the organisation. It seems to be that the practical reality is that the exec "manages" the organisation and the rest endorse the exec position or get ostrasized. What we want is that the board set policy and the employees enact it. Of course right at the moment, and arguably for some time, that has been impossible because the employees didnt want to, and the board apparently didnt want the employees to do it.....

 

The costs you speak of are as chicken feed in the context of the members reserves (whatever they are held for ????) so do what you need to and if it means that the "profit" that we are told should be made of 100 to 200k per annum is now $500 less then so be it!

 

Perhaps you could ask that the reams of paper be converted to Microfiche as a technology that some of those opposing sharing would be familiar with....... This is said with tongue in cheek but sadly is, in my opinion, at the core of many of the problems. Take the confussion (or worse) over membership numbers............I mean WTF are they doing counting stones kept in a clay jar? We have an apparent computerised front end to renewals but its all asham....all the web site does is collect info which is then transacted on a single PC in the office......There is no redundancy........ we might have 9000 memebers or thereabouts but our backend systems are reflectiove of a 900 member organisation, and yet we have millions in the bank doing nothing!!!! We could have close to a paperless office.....and yet......

 

Andy

 

 

[Spriteah]

Andy, Thanks for the reply. I'm sure you realise why I asked the question. To be informed that it's too much paper to provide was not acceptable to me. I now would like members of the association to agree. As stated as an Ex Police Im used to dealing with reams of paper. As you said the cost to all board members might be thousands however if we use the knowledge for good might save us hundreds of thousands.

 

Again. I'd like to say 100 members support me in this issue. None are against.

 

Jim Tatlock

 

 

[drifterdriver]

Good luck with it Mr Tatlock. Hope you have greater success than others.

 

Nick

 

 

[ave8rr]

Andy, Thanks for the reply. I'm sure you realise why I asked the question. To be informed that it's too much paper to provide was not acceptable to me. I now would like members of the association to agree. As stated as an Ex Police Im used to dealing with reams of paper. As you said the cost to all board members might be thousands however if we use the knowledge for good might save us hundreds of thousands.Again. I'd like to say 100 members support me in this issue. None are against.

 

Jim Tatlock

Jim, you must have ALL the information on a subject that you are to consider before you can support or not that information.

I can't believe that you are being denied information and if this is the case with you then probably the case with other reps as well.

 

Who in the exec is deciding what information you should have? Sounds like th OLD school keeping things to themselves STILL.

 

 

[drifterdriver]

I'm curious Jim. Has anyone had any luck with getting a copy of the CASA audits yet or are they exec confidential?

 

Nick

 

 

[fly_tornado]

Let me get this right the RAA is saying "no you can't have the paperwork, its too expensive to send it too you"? and there is a $1.3M of the members money sitting idle in a bank?

 

 

[ports]

G'day Jim,

 

As a Victorian member of RA-Aus, I can assure you I expect that my representative is provided any information that is required for them to fulfil their duties, plain and simple.

 

I applaud your asking members, and giving us your concerns surrounding your requests, be they pros or cons. Please keep up the good work, because many have clearly felt let down by the executive and the board as a whole, to say the least.

 

Regards,

 

Ian

 

 

[metalman]

Jim, you have my support in this ,regardless of cost you have been elected to represent us the members and should have access to all the relevant information,

 

cheers Mat

 

 

[FlyingVizsla]

Jim, please add my vote to the need for all Board Members to have all information. My Council manages it for 9 Councillors and staff every fortnight, by scanning etc to produce a .pdf type document, which is also available on the website to constituents so they can understand the issues to be considered at the upcoming meeting and have an opportunity to give their member an informed opinion. To do anything less than full disclosure to Board Members, is to deny OUR right to representation.

 

Sue

 

 

[facthunter]

Jim when things are not normal extra expense is justified.To argue a small extra expense as a reason for not acting doesn't make sense at all. I will back you. You can spend a penny to save pounds. Nev

 

 

[Pete Greed]

I agree with Sue....there are very simple, efficient, in-expensive ways of doing it. What appears to me however is the lack of reporting via the CEO/General Manager directly to the Board. Seems that the important stuff is/has been filtered through the Executive Committee. Just the same I think the penny is finally dropping and progress is being made. Keep up the good work Jim.

 

Pete

 

 

[fly_tornado]

The RAA has no digitalised document storage process? Someone should put forward a motion for the RAA to implement this at the next meeting so that the staff and reps can access these documents via the internet. Once everything is digitised and OCR'ed it makes those documents a lot easier to manage.

 

 

[turboplanner]

I'm curious Jim. Has anyone had any luck with getting a copy of the CASA audits yet or are they exec confidential?Nick

My formal inquiry is being processed by CASA. They legally have x number of days to produce a result. This is a non-negotiable process with some political and legal issues if they were to try to squirm out of it.

 

 

[turboplanner]

Jim, no board member can be denied any information.

 

There is nothing confidential at board member level; the executive are only supposed to get involved in fill in matters between board meetings, and they should be ratified at those meetings.

 

Denying something to a board member on the grounds of cost is not an acceptable excuse, provided the board member's request has a sound basis.

 

All of these extreme actions to bury facts which are not "in confidence" matters only seems to point to something very big behind the scenes which needs to be hidden.

 

 

[Captain]

Jim,

 

I support your request 100%.

 

You have every right to obtain whatever data you need to do your job on the Board & to meet your obligations under the Act and the Constitution.

 

The cost of providing data to 13 Board Members is minor if RAA is being run effectively.

 

You know my membership number so include me in your 100 please.

 

This will come as a complete surprise to this Executive, but they are servants of the Board as a whole. If a Board Member asks for data, the President, Secretary and Treasurer should & must jump to the height required, or through whatever hoops you see as necessary to answer your questions.

 

Go for it.

 

Regards Geoff

 

 

[cscotthendry]

+1 for me Jim. Board members cannot govern if denied accurate and timely information. Board members being denied ANY information, is my definition of a dysfunctional organisation.

 

 

[Thirsty]

You have my "vote" as we'll jim.

 

A question though, what if one board member wants this information but the majority of the board don't? Can the rest of the board vote to deny the one member the info? Is this what's happening or is it one of the exec that is denying the info?

 

 

[bernieh]

Me too Jim...............rgds Benieh

 

 

[Guest Andys@coffs]

If you can deal with it now then good luck, if not let us know a few days prior to the 9th of feb and, motions allowed from the floor, we will create an appropriate motion that makes it clear that as Captain has said that the exec is a subserviant subset of the board, not a superset

 

andy

 

 

[Admin]

Jim, as you know everything that you are going through, I went through a couple of years ago that started this entire member "awareness" of the goings on with the board. I was verbally attacked in a board meeting, I was ousted, I fought and fought for the members to the point that my health completely deteriorated and even then many members tried to stick the boot into me saying what I was saying couldn't be true however, the difference with you is the door has been opened making it easier to get the full support of the members now as their eyes have finally been opened...well done and please keep up the fight, but watch your health, and truly represent the members...as I said to you on the phone I will say publicly, you have my full support and if this site can assist in any way then please let me know.

 

Ian Baker

 

PS, maybe I may stand at the next election in another State and join you in the fight again...heck I would even put my hand up for President and THEN you will see some communication to the members and the rest of the board!

 

 

[cazza]

Jim, When you became a Board member, you would have been given a book that outlines the responsibilities of a Board member according to the law. Another member of this form posted this information, which is the same as is expected of Associations. So you must know what is going on and you must have access to the information that the exec has. in the eyes of the law, the exec have no special privileges, in fact they don't exist except to carry out Board policy. Technically, they are just ordinary Board members with a specific role, but that does NOT entitle them to information that is denied the rest of the Board or any Board members.

 

What does the law expect of you personally?

 

As a director, you must:

 

• be honest and careful in your dealings at all times
   
   
  
• know what your company is doing
   
   
  
• take extra care if your company is operating a business because you may be handling other people’s money
   
   
  
• make sure that your company can pay its debts on time
   
   
  
• see that your company keeps proper financial records
   
   
  
• act in the company’s best interests, even if this may not be in your own interests, and even though you may have set up the company just for personal or taxation reasons, and
   
   
  
• use any information you get through your position properly and in the best interests of the company. Using that information to gain, directly or indirectly, an advantage for yourself or for any other person, or to harm the company may be a crime or may expose you to other claims. This information need not be confidential; if you use it the wrong way and dishonestly, it may still be a crime.
   
   
  

 

 

If you have personal interests that might conflict with your duty as a director, you must generally disclose these at a directors’ meeting. This rule does not apply if you are the only director of a proprietary company.

 

What work must a director do?

 

You and any other directors will control the company’s business. Your company’s constitution (if any) or rules may set out the directors’ powers and functions.

 

You must be fully up-to-date on what your company is doing:

 

• Find out and assess for yourself how any proposed action will affect your company’s business performance, especially if it involves a lot of the company’s money.
   
   
  
• Get outside professional advice when you need more details to make an informed decision.
   
   
  
• Question managers and staff about how the business is going.
   
   
  
• Take an active part in directors’ meetings.
   
   
  

 

 

Only be a company director or a company secretary if you are willing, able and have enough time to put in the effort.

 

Avoid any company where someone offers to make you a director or secretary on the promise that ‘you won’t have to do anything’ and ‘just sign here’. You could be exposing yourself to many legal liabilities.

 

............................

 

What company records must you keep?

 

As a director, the law makes you personally responsible for keeping proper company records.

 

You must see that the company keeps up-to-date financial records that:

 

• correctly record and explain its transactions (including any transactions as a trustee), and
   
   
  
• explain the company’s financial position and performance.
   
   
  

 

 

 

All companies must have financial records so that:

 

• true and fair financial statements of the company can be prepared if needed
   
   
  
• financial statements can be conveniently and properly audited if necessary, and
   
   
  
• the company can obey the tax laws.
   
   
  

 

 

 

If your company is a ‘small proprietary company’ or a small company limited by guarantee (as defined in the Corporations Act), it will generally not have to prepare formal financial reports under that Act each year and lodge them with ASIC. However, you must still keep financial records, and may need financial reports for managing and monitoring your company’s financial position and performance for tax purposes or for raising finance.

 

In most cases, large proprietary and public companies—even not-for-profit public companies—will have to prepare financial reports, have them audited and lodge them with ASIC.

 

Some public companies limited by guarantee are exempt from these financial reporting obligations and others have reduced auditing and reporting obligations. For more details on the obligations of limited by guarantee companies, see Information Sheet 131 Companies limited by guarantee—simplified obligations (INFO 131).

 

What are financial records?

 

Some of the basic financial records that the law may require a company to keep are:

 

• general ledger, recording all the company’s transactions and balances (e.g. revenue, expenses, assets, liabilities) or summarising transactions and balances detailed in other records
   
   
  
• cash records (e.g. bank statements, deposit books, cheque butts, petty cash records)
   
   
  
• debtor and sales records (e.g. a list of debtors and their balances, delivery dockets, invoices and statements issued, a list of all sales transactions)
   
   
  
• creditor and purchases records (e.g. purchase orders, invoices and statements received and paid, unpaid invoices, a list of all purchases, a list of all creditors and their balances)
   
   
  
• wage and superannuation records
   
   
  
• a register of property, plant and equipment showing transactions and balances in relation to individual items
   
   
  
• inventory records
   
   
  
• investment records (e.g. contract notes, dividend or interest notices, certificates)
   
   
  
• tax returns and calculations (e.g. income tax, group tax, fringe benefits tax and GST returns and statements), and
   
   
  
• deeds, contracts and agreements.
   
   
  

 

 

Cazza (Carol Richards, former Board member)

 

A company would also normally prepare the following statements regularly (e.g. monthly) to manage its business performance and provide to lenders:

 

• Statement of Comprehensive Income: a statement showing the company’s revenue and expenses and the profit or loss that results from these items
   
   
  
• Statement of Financial Position: a statement showing the things of value the company owns and the debts the company owes, and
   
   
  
• Statement of Cash Flows: a statement summarising cash inflows and outflows.
   
   
  

 

 

 

Get professional advice if you have any doubt about the content or type of financial records to keep. The lists above give examples only, because the financial records you need will vary from company to company.

 

You may keep some financial records electronically, but you must be able to convert them into hard copy so that you can give them to anyone entitled to inspect them. Make backup copies of electronic records regularly (for example, weekly or daily).

 

See also Information Sheet 76 What books and records should my company keep? (INFO 76).

 

Your company must also keep some other basic records: see ‘Company housekeeping: other records and registers’ for more details.

 

Company housekeeping: Other records and registers

 

All company officers must make sure that the company attends to some basic ‘housekeeping’ matters. The directors remain ultimately responsible for the company’s compliance with the Corporations Act.

 

When a company is

 

• register your company name with ASIC and obtain an Australian Company Number (ACN)
   
   
  
• have a registered office. (If your company doesn’t occupy the same address as the registered office, then you must have written consent from the person who occupies the registered office.)
   
   
  

 

 

 

Make sure that you:

 

• display the company name at every place at which your company carries on business and that is open to the public. Also, a public company must display its name and the words ‘registered office’ prominently at its registered office.
   
   
  
• display the company name, the words ‘Australian Company Number’ (or ‘ACN’) or ‘Australian Business Number’ (or ‘ABN’) and the relevant number on:
   
   
  the common seal (if the company has one)
   
   
  
• every public document of the company
   
   
  
• every negotiable instrument (e.g. cheque, promissory note ) of the company, and
   
   
  
• all documents lodged with ASIC.
   
   
  

 

 

 

 

 

 

 

Your company must keep:

 

• registers of members (shareholders)
   
   
  
• registers of option holders (if you have them)
   
   
  
• minutes of general meetings
   
   
  
• minutes of meetings of directors
   
   
  
• registers of charges created by the company over company property (s271 of the Corporations Act was removed from registration under the Personal Property Securities Act 2009. You are required to have this register and make entries up until this point in time), and
   
   
  
• financial records that enable an assessment of the company’s financial position and performance and are sufficient for financial statements to be prepared (and audited if necessary) for at least seven years after the transactions are completed.
   
   
  

 

 

set up, you must:

 

For more about the ASIC forms your company must lodge, see Information Sheet 20 Checklist for registered companies and their officers (INFO 20).

 

 

[facthunter]

Jim, It would be taken as fact, that ALL records available to YOU would be the same as applied to any other member of the board, otherwise you cannot carry out your responsibilities, effectively. You are a constitutionally elected member of that board. There can't be degrees of board member. You either legally there or you aren't. I think most here will support you, and posting here should make no difference to how you are perceived by the rest of the board. Nev