Why I will be voting AGAINST the new constitution

[David Isaac]

And your approach of using the words "killing off the reform agenda" to describe me as a member pointing out errors and omissions is the reason I am drawing a close.Final point - contractual migration from entities is fundamentally different from migration of membership - and migration of consent even if migration of membership exists is fundamentally different from migration of membership when during that migration the power to use a communication pathway is reversed from RAAus having power to Member having power. Nothing you have posted clarifies the point BUT as its too late to change the drafting ahead of the vote (the words are irrevocably fixed now) and you wording in the post above is inflammatory in the extreme to anyone posting what you perceived to be against you I am withdrawing.

Jeez Kasp, just a little over reactionary buddy. Don is saying if you kill it off because you are correct, we would need to fix and resubmit. I don't read that as an insult at all, it is unfortunate you see it that way.

Obviously I have come late to the party, so hopefully not as sensitive YET ...

 

And even if you are correct on this consent issue Kasper ... and I suspect you are ... there is no impediment, because RAAus Ltd can simply write to one and all and the problem is fixed. I still say it is NOT a case to reject the whole constitution.

 

I have now read the latest draft and it is an improvement in many ways over our current Association constitution.

 

I can see no reason to vote NO and many reasons to vote YES.

 

 

[David Isaac]

Similar to Ian. I won't be taking part in any further forums on the content, suitability or desirability of a new constitution until I am satisfied that all us members have been asked the most important question first, namely a simple, do you want the constitution changed or not. Until that time comes the answer is an equally simple, no, to the changes.

Hargraves, were you around during our 2012/13 management crisis?

It is much more than changing our constitution and there is very much a ground swell to do just that to reduce the number and consequential cost burden of the current number of Directors, not to mention the confused and poor wording in places.

 

Because we are changing our entity from a state based 'Association' to a National 'Company', we need a new constitution and there is no way we would cut and paste our old constitution into a new Company one, it wouldn't comply with the Corporations Act and Regulations. The Corporation Act and Regulations better protects us as members and always overrides our constitution and / or Directors actions where the actions are in breach of the Act and Regulations.

 

Do yourself a favour and read the old constitution and compare it with the proposed new one and tell us where we the members are not better served by the new arrangement.

 

 

[DWF]

This is taken care of via the Special Resolution which in part refers to By-Laws of RAAus Inc being transferred to RAAus Ltd. If you think of the nature of a By-Law, it is just a standing Board Resolution. Consider By-Law 5 (below) for example. The instant that RAAus Ltd comes into being this By-Law will apply to RAAus Ltd the same as it did for RAAus Inc. ......

Don

 

 

 

I do NOT agree that the special resolution in any way fixes the lack of inclusion of a provision for by-laws in the draft constitution.

 

It says in part "...: until altered or varied in accordance with the replacement constitution, the by-laws of the organisation shall apply "once the necessary changes have been made" (mutatis mutandis).

 

It looks like an afterthought tacked on in a hurry to try to fix (another) big hole in the draft constitution.

 

It still does not really give any authority to by-laws or indicate how they are made or apply, what authority they have or who can make them.

 

The actual content of any or all of the current by-laws is not the issue here. The issue is that by-laws are not provided for in the draft constitution.

 

 

 

*********************

 

 

 

I recognise the need to amend or replace the current RAAus constitution, am comfortable with a change from Incorporated Association to Company limited by guarantee (although I think arguments put forward for it are vastly overrated) and applaud the reduction in number of directors and changes to nomination and voting procedures.

 

 

 

The devil, however, is in the detail.

 

 

 

I think the draft constitution that has been presented for voting at the next General Meeting is inadequate in a number of respects.

 

I feel it will be better to get the constitution right before putting it to the vote rather than trying to change it once the change in structure has been implemented.

 

 

 

Unless I can be convinced otherwise in the mean time I will be voting NO on the resolution and encouraging others to do likewise.

 

 

 

My main areas of concern are:

 

Clauses 6 “Objects”,

 

Clause 12 “Classes of Membership”,

 

Clause 14 “Membership Approval”,

 

Clause 17 “Dispute Resolution”, and

 

Clause 54 “Member’s Charter” and the charter itself.

 

(I have a little list of relatively minor corrections as well.)

 

 

 

DWF

 

 

[DonRamsay]

Thanks David for your frank and well written expression of your concerns with the draft Constitution.

 

. . . I do NOT agree that the special resolution in any way fixes the lack of inclusion of a provision for by-laws in the draft constitution.

What the Special Resolution simply says is that the current By-Laws (without change) transfer as soon as the arrangements are in place for RAAus Ltd to exist.

The reference to "until altered or varied in accordance with the replacement constitution" means that the By-laws remain as they were in RAAus Inc until the Directors of RAAus Ltd alter or delete them.

 

The " in accordance with the replacement constitution" simply states the bleeding obvious - that Directors of RAAus cannot make or amend a By-law so that it is in conflict with the Constitution of the day.

 

The power to create By-laws (that do not conflict with the Constitution or Corps Law) does not need to be separately recorded in the Constitution as Directors have, by virtue of CL38.2 the full powers of the Company to govern all aspects of the Company's activities.

 

By-laws are nothing special. They need to be thought of as simply a Board Resolution that applies to a given situation as long as the Resolution is not amended or deleted.

 

If the Board passed a Resolution that "on the next Tuesday, the garbage is to be taken out" that is a simple, one-off Resolution. If the Board passed a Resolution that "the garbage is to be taken out every Tuesday" then you have what amounts to a By-law. A rose by any other name . . .

 

It says in part "...: until altered or varied in accordance with the replacement constitution, the by-laws of the organisation shall apply "once the necessary changes have been made" (mutatis mutandis).It looks like an afterthought tacked on in a hurry to try to fix (another) big hole in the draft constitution.

It still does not really give any authority to by-laws or indicate how they are made or apply, what authority they have or who can make them.

Definitely not an afterthought but a legalistic way of saying something that could have been said in much plainer English that lawyers seem incapable of.

 

. . . I think the draft constitution that has been presented for voting at the next General Meeting is inadequate in a number of respects as listed in the comments and suggestions I am preparing. . . .Unless I can be convinced otherwise in the mean time I will be voting NO on the resolution and encouraging others to do likewise.

My main areas of concern are:

 

Clauses 6 “Objects”,

 

Clause 12 “Classes of Membership”,

 

Clause 14 “Membership Approval”,

 

Clause 17 “Dispute Resolution”, and

 

Clause 54 “Member’s Charter” and the charter itself.

I look forward to seeing exactly what it is that you feel could be better about these Clauses.

 

But, a couple of brief comments by guesswork.

 

Clauses 6 “Objects”

 

No apology for these being phrased very broadly. They are intended to be enabling rather than restricting. Most companies set their objects as broadly as possible.

 

Clause 12 “Classes of Membership”

 

The important thing to remember here is that no member can have their rights reduced.

 

Clause 14 “Membership Approval”

 

This was originally faulty in not having to give reason for a rejection. Now a reason must be given and there are tight time frames imposed. Denial would be extraordinary on recommendation from CEO and agreed by the full Board.

 

Clause 17 “Dispute Resolution”

 

Able to be modified by the Board but within the requirement for "procedural fairness" (special legal meaning). RAAus will not be a copper. Actual disciplinary action would be rare as it has been in the past. Mostly advice on how to avoid repetition of error.

 

Clause 54 “Member’s Charter” and the charter itself

 

Charter able to be amended by Board but within the restriction that no member may have rights reduced.

 

Over to you,

 

Regards

 

Don

 

 

[Hargraves]

David post 152 Thanks very much for your imput and explanations on the issue but i,e been around long enough to witness that the greens partys "groundswell of opinion" doesn't even come close to a tide change, and yes i flew through on through that fiasco and am actually ok with our current boards preformance with the exception of this issue.

 

 

[01rmb]

Don - I agreed with DWF - to add to his comments in my opinion the constitution is in need of improvement in the following areas.

 

• Clause 6 - to include space craft in the constitution is ridiculous - Was this somebodies idea of a joke because it really can't be taken seriously?
   
   
  
• Clause 14 - The lack of the right of appeal for membership rejection is not fair and reasonable given the CEO can reject the application.
  Don, your comments on the CEO being able to recommended to not approve an application and to be agreed by the board is lost in the translation of the constitution drafting. The constitution gives the Directors the ability to delegate the actions to the CEO so it is then the CEO that is able to reject an application and the Company that writes to the applicant - Nothing about the application being referred to the board where they must agree on the decision. Your interpretation of the constitution may well be interpreted different by someone else in power in the future.
   
   
  
• Clause 17 - Missing the dispute resolution process. Relying on a legal definition of procedural fairness is not adequate.Your comment that RAAus is not a copper is not reflected in the constitution which gives the Company the right to discipline and remove a member - with no right of appeal.
   
   
  
• Member's Charter - A number of points including the drafting of this document looks to be cobbled together from different documents and lacks structure and consistency.
   
  Referring to draft constitution rather than the constitution requires this to be rewritten as if it were to be attached to the final constitution.
   
   
  
• The member must act with integrity but RAAus and staff has no requirement to do so.
   
   
  
• The Staff accountabilities section focusses on a member providing feedback as long as it is not harsh or non-constructive feedback. It has nothing on staff being accountable for doing their job as required other than what a member can expect of RAAus in the expectations section.
   
   
  
• The Communication section identifies that RAAus will communicate via social media channels but the current facebook site is purely marketing and the CEO and board are unwilling to participate in a widely used recreational aviation forum (the occasional board member does so as an individual). The feedback received from this forum would appear to generally be open and honest and of benefit to the development of an acceptable constitution so why ignore it.
   
   
  

 

 

 

 

 

 

 

 

[pmccarthy]

Keep this up and you will invent the Wankel engine.

 

 

[David Isaac]

01rmb,

 

These are my take on a couple of issues you have raised ...

 

Clause 6 - to include space craft in the constitution is ridiculous - Was this somebodies idea of a joke because it really can't be taken seriously?

Does it really matter, why limit what we may be able to do in 20 or 30 years

• Clause 14 - The lack of the right of appeal for membership rejection is not fair and reasonable
  

  Agree that no right of appeal to a rejection is problematic given we currently hold a monopoly on Pilots Certificates.
  

  Don, your comments on the CEO being able to recommended to not approve an application and to be agreed by the board is lost in the translation of the constitution drafting. The constitution gives the Directors the ability to delegate the actions to the CEO so it is then the CEO that is able to reject an application and the Company that writes to the applicant - Nothing about the application being referred to the board where they must agree on the decision. Your interpretation of the constitution may well be interpreted different by someone else in power in the future.
  

  The Directors can only delegate the ability to approve a membership to the CEO (see 14.2). Only the Directors can reject a membership application (see 14.3).
   
   
   
  

• Clause 17 - Missing the dispute resolution process. Relying on a legal definition of procedural fairness is not adequate.
  

  Procedural fairness enshrines the right of appeal legally.
   
   
  

 

 

 

 

Member's Charter - A number of points including the drafting of this document looks to be cobbled together from different documents and lacks structure and consistency.

• Referring to draft constitution rather than the constitution requires this to be rewritten as if it were to be attached to the final constitution.
   
  

• there is no reference to a draft constitution in Members Charter section.
   
   
  

 

 

 

 

• The member must act with integrity but RAAus and staff has no requirement to do so.
  

• The Staff accountabilities section focusses on a member providing feedback as long as it is not harsh or non-constructive feedback. It has nothing on staff being accountable for doing their job as required other than what a member can expect of RAAus in the expectations section.
  

  Cant find these references in the current draft.
   
   
   
  

• The Communication section identifies that RAAus will communicate via social media channels but the current facebook site is purely marketing and the CEO and board are unwilling to participate in a widely used recreational aviation forum (the occasional board member does so as an individual). The feedback received from this forum would appear to generally be open and honest and of benefit to the development of an acceptable constitution so why ignore it.
  

  Cant find this reference in the current draft
   
   
  

 

 

 

 

[01rmb]

Thanks David - Numbering would assist referencing

 

• 'Proposed Constitution' and 'Charter when adopted' is on Page 1 Purpose of the Charter Paragraph 1 Sentence 2 and 'Draft Constitution' is on Page 3 Accountability Directors Paragraph 1 Sentence 1. The charter document is not written well and would need to be edited post constitution being accepted.
   
   
  
• The references for integrity are on page 2 - What can a member expect from RAAus? and page 3 - What RAaus expects from members? and page 4 Staff Accountability
   
   
  
• Social media communications channel is on page 2 - Communication.
   
   
  

 

 

In my opinion, the constitution document really just needs to address a couple of things around the dispute resolution and appeal process. On the other hand, the members charter is poor and needs a fair bit more work to be acceptable.

 

And pmccarthy - do as you please with your wankel - you vote however you see fit but if the constitution and members charter is poorly written and does not address reasonable concerns then don't expect me to support it. You can't please all the people all the time but critical constitutional and supporting documents should be better prepared than this. Given that our rights to fly are at stake they have to be right. Take the time and do it right - It is not that hard.

 

 

[pmccarthy]

I have no objection to the thorough analysis and suggestions being made by members to the RAAus, it is appropriate and commendable.. What has really got me seething is the people (who may or may not be members) using this forum to urge members to vote no and to denigrate the members who have worked so hard and patiently to explain the changes.

 

 

[Admin]

Don, David etc, you guys are pushing so darn hard that I personally would liken it to bullying everyone that says they disagree with the changes into trying to force them into voting Yes or stopping comment in fear of your replies, please cut it out...that's from me personally.

 

I have stated several times that I am voting a big NO because it is only half way there and I don't accept the other half. I know that after the vote and if it does get in, my one single lonely voice will mean bugger all in trying to change the things that I don't like. If it gets in then I will have to accept that there is no way I will be able to get things improved like complaint process being kept in house and being controlled by the board, the clarification of 'disrepute', the communications to members, member representations to be heard, individual policies that we have now that are wrong but are being carried over to the new structure and STILL be wrong, and a lot more. All things that individually I will not be listened to but collectively add up to a lot.

 

Every one of these elements should have been addressed individually through member input over the last year instead of trying to push through a half baked solution that is STILL wrong with little chance of the members being able to change them after the fact. With respect

 

 

[Admin]

Ok, I have decided that with all that is going on regarding these changes, the next available opportunity I get to go on the board I will vigorously be putting my hand up

 

 

[Keith Page]

Sorry KP, it's probably just me being thick but I didn't understand a single word of that. Anyone assist me?

Have you worked it out yet Don?

KP.

 

 

[David Isaac]

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.

 

 

[Keith Page]

Don, David etc, you guys are pushing so darn hard that I personally would liken it to bullying everyone that says they disagree with the changes into trying to force them into voting Yes or stopping comment in fear of your replies, please cut it out...that's from me personally.I have stated several times that I am voting a big NO because it is only half way there and I don't accept the other half. I know that after the vote and if it does get in, my one single lonely voice will mean bugger all in trying to change the things that I don't like. If it gets in then I will have to accept that there is no way I will be able to get things improved like complaint process being kept in house and being controlled by the board, the clarification of 'disrepute', the communications to members, member representations to be heard, individual policies that we have now that are wrong but are being carried over to the new structure and STILL be wrong, and a lot more. All things that individually I will not be listened to but collectively add up to a lot.

 

Every one of these elements should have been addressed individually through member input over the last year instead of trying to push through a half baked solution that is STILL wrong with little chance of the members being able to change them after the fact. With respect

With regards to Admin's upper post. I have questions as well.

Reference from another thread:- "Query to RAA CEO".

 

nong has contributed to this so eloquently. Go to the thread and read #5.

 

Go and have a read it is so wonderful, I am quite suspicious of all this drum beating saying how this new constitution is so wonderful. Have a read of nong's view.

 

Regards,

 

KP.

 

 

[David Isaac]

With regards to Admin's upper post. I have questions as well.Reference from another thread:- "Query to RAA CEO".

nong has contributed to this so eloquently. Go to the thread and read #5.

 

Go and have a read it is so wonderful, I am quite suspicious of all this drum beating saying how this new constitution is so wonderful. Have a read of nong's view.

 

Regards,

 

KP.

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 ...

 

 

[Keith Page]

Hello David, proves a point you and Don are buddies singing off the same song sheet.

 

If nong is thinking along those lines there will be others with the same view.

 

You, Don and who ever else can defend it however those people will still maintain their interpretation.

 

See you are defending the new constitution to the hilt.

 

Regards,

 

KP

 

 

[Admin]

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 ...

David, that is uncalled for

 

 

[David Isaac]

.........See you are defending the new constitution to the hilt.Regards,

KP

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.

 

 

[David Isaac]

David, that is uncalled for

Which bit was uncalled for?

 

 

[Keith Page]

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.

I have your posts beginning to end and also I have read Don's posts beginning to end.

Regarding your posts, Inference covers then nicely.

 

Regards,

 

KP

 

 

[johnm]

[pmccarthy]

Even if there are minor aspects that you don't like, you can still vote yes, that's how democracy works. No one will get 100% what they personally want. You don't pick up your marbles and go home. There is no reason to disrespect the people, the process and the work that has been done, or to make inferences about the volunteers involved.

 

 

[Keith Page]

I am stuck here. pmccarthy.

 

For my way of thinking this is what all the current yelling is about, put in simplistic terms this is amending on the run.

 

In my view something as important as a constitution should be correct at the beginning of the journey.

 

Like navigation ya don't start ya journey knowing full well the navigation is incorrect. Yes you do the amending on the way that is after you have done your checks and the plan is not going to work. Called correction.

 

Regards,KP

 

 

[Keith Page]

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 ...

Eloquent = appropriate expression.

KP