Query to RAA CEO

[TK58]

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.

Rhys, the plan at present is to hold a General Meeting of RAAus Ltd later this year (probably October) at which the final annual reports of RAAus Inc will be presented. Note it will not be an AGM of RAAus Ltd because there won't be any annual reports for that entity at that time, and it can't be an AGM of RAAus Inc because that entity will probably have been wound up by that time.

 

 

[TK58]

But be HONEST - the elections within 6 months have NO EFFECT until they are appointed as directors of the company ... and THAT occurs at the end of the first AGM which is MORE than a year after incorporation ... go to post #270 for the walk thorugh

Don has already addressed this in post #236. The directors elected later this year will take up their seats as soon as the election is declared - the same as Frank Marriott did after the by-election for NQ earlier this year.

 

 

[TK58]

But be HONEST - the elections within 6 months have NO EFFECT until they are appointed as directors of the company ... and THAT occurs at the end of the first AGM which is MORE than a year after incorporation ... go to post #270 for the walk thorugh

Kasper, be careful accusing me of dishonesty.

 

 

[kasper]

Don has already addressed this in post #236. The directors elected later this year will take up their seats as soon as the election is declared - the same as Frank Marriott did after the by-election for NQ earlier this year.

But that answer is a very strong stretch of the natural meaning of the words in the Constitution

34.4 says casual vacancy ... natural meaning is that it becomes vacant after a resignation of an existing director NOT we added a director to the count

 

36.1 requires that it be at an AGM ... and thats not possible immediately after the election as even you accept in your posts

 

Basic problem - we have a Constitution that DOE NOT do what we expect from reading the Yes case material says it will

 

 

[rhysmcc]

The actual number can be set by the Board or the members can pass a special resolution at a general meeting to set a particular number.

additionally the members can increase the directors to any number they see fit by special resolution at any time.

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.

 

They can do that by calling a general meeting or an Anual General Meeting. But they MUST call an election.

The election of directors under the constitution happens only at an AGM, not a general meeting.

 

with 100 signatures and ensure it gets 75% of the vote

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.

 

 

[kasper]

Kasper, be careful accusing me of dishonesty.

Sorry Tony - I consider it dishonest to represent that an election within 6 months will have an effect of increasing the directors as we under the constitution only appoint at the end of the AGM following the election

Don is plain wrong in post #236 that we can ever use 36.1 to appoint those elected at a point in time ahead of the AGM AND if you attempt to use 34.4 to make them casual appointments 36.1 will AUTOMATICALLY expire them at the first AGM

 

 

[rhysmcc]

Don has already addressed this in post #236. The directors elected later this year will take up their seats as soon as the election is declared - the same as Frank Marriott did after the by-election for NQ earlier this year.

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.

 

But that answer is a very strong stretch of the natural meaning of the words in the Constitution34.4 says casual vacancy ... natural meaning is that it becomes vacant after a resignation of an existing director NOT we added a director to the count

36.1 requires that it be at an AGM ... and thats not possible immediately after the election as even you accept in your posts

 

Basic problem - we have a Constitution that DOE NOT do what we expect from reading the Yes case material says it will

This has been raised pages ago, Don is investigating further.

 

 

[Admin]

So Kasper are you saying that at the meeting in Sept that a resolution can be put up forcing the board to immediately hold another election to bring the board to 7 providing it gets 50% + 1 votes from those present at the meeting

 

 

[rhysmcc]

So Kasper are you saying that at the meeting in Sept that a resolution can be put up forcing the board to immediately hold another election to bring the board to 7 providing it gets 50% + 1 votes from those present at the meeting

I'm saying you could pass a resolution at the meeting prior to the election telling the board they need to conduct the election to bring the board to 7. Assuming at least 4 people have stood for election, the same election that was planned would happen but the top 4 instead of the top 2 would be elected.

 

 

[kasper]

So Kasper are you saying that at the meeting in Sept that a resolution can be put up forcing the board to immediately hold another election to bring the board to 7 providing it gets 50% + 1 votes from those present at the meeting

Technically yes, the membership CAN change the requirements relating to numbers by passing a resolution that replaces the special resolution passed for incorporation ...

BUT those elected still face the issue of not becoming directors until after the end of the first AGM which will be Sept-Dec 2017

 

Unless Don and Co can get an opinion that 'casual vacancy' does not require the position to have been filled previously ... and even then IF that can be sustained they would be casuals only until the AGM when they would expire at the end of the AGM and then I suppose get appointed for a 2 year term instantly at the end of the AGM ... so would have to go through two sets of ASIC notifications and would effectively get nearly three years on board (1 as 'casual' then 2 as 'elected')

 

 

[kasper]

I'm saying you could pass a resolution at the meeting prior to the election telling the board they need to conduct the election to bring the board to 7. Assuming at least 4 people have stood for election, the same election that was planned would happen but the top 4 instead of the top 2 would be elected.

Sorry that will not work. The requirements of election fairness etc require that if nomination are called for 2 positions and after close of nomination you expand it to 4 it is inherently unfair.

How? Simple. If there are only 2 positions available and you KNOW that X and Y are standing and you want to support them getting on you would not nominate ... but if you had known that there were 4 positions available you might have nominated ... sorry calls for elections have to be followed through to completion to be within AEC fairness principals

 

 

[Admin]

How silly...and we are told this is better

 

 

[rhysmcc]

Technically yes, the membership CAN change the requirements relating to numbers by passing a resolution that replaces the special resolution passed for incorporation ...BUT those elected still face the issue of not becoming directors until after the end of the first AGM which will be Sept-Dec 2017

Unless Don and Co can get an opinion that 'casual vacancy' does not require the position to have been filled previously ... and even then IF that can be sustained they would be casuals only until the AGM when they would expire at the end of the AGM and then I suppose get appointed for a 2 year term instantly at the end of the AGM ... so would have to go through two sets of ASIC notifications and would effectively get nearly three years on board (1 as 'casual' then 2 as 'elected')

I don't think Don and Co were of the opinion that they were using the casual vacancy rule to bring the number of directors to 5. I believe some confusion lies to what the special resolution is asking for and what the constitution requires. Don said he was investigating making the "planned" general meeting actually our first AGM.

 

Sorry that will not work. The requirements of election fairness etc require that if nomination are called for 2 positions and after close of nomination you expand it to 4 it is unfair.How? Simple. If there are only 2 positions available and you KNOW that X and Y are standing and you want to support them getting on you would not nominate ... but if you had known that there was 4 positions available you might nominate ... sorry calls for elections have to be followed through to completion to be within AEC fairness principals

I'd need to take another read, but I don't believe calling of nominations have a time period. That is nominations could be called for at the AGM and the election take place immediately... not what I would desire but it does appear to be what the constitution had in mind (elections taking place at the AGM rather then just the announcing of the results)

 

 

[kasper]

clipped ...I believe some confusion lies to what the special resolution is asking for and what the constitution requires. Don said he was investigating making the "planned" general meeting actually our first AGM.

What do I hear? The DRAFTING of the Constitution MAY NOT actually DELIVER what they intended?

 

Strange nobody raised this with them before the constitution and special resolution became irrevocably FIXED ...

 

Oh wait, there were people saying EXACTLY THIS .. people saying not don't change but saying THIS change is premature and not effective ...

 

 

[facthunter]

Post# 288, Last line. It is generally accepted that significant meeting ie extraordinary GMs have notification requirements to stop things like that happening. Generally 21 days by postal notification to eligible voters. This is for good and obvious reasons. Nev

 

 

[rhysmcc]

Post# 288, Last line. It is generally accepted that significant meeting ie extraordinary GMs have notification requirements to stop things like that happening. Genererally 21 days by postal notification to eligible voters. This is for good and obvious reasons. Nev

All our constitution states of the issue

 

34.5 The Directors shall ensure that the process of calling for nominations and the election of Directors shall be made available to members and candidates and take account of the skills and experience reasonably required to have oversight of the Company

No timeframe is mentioned.

The Corporation's Act (and supported by Clause 27.6) allows a member to raise a member's resolution at the meeting, with no prior notice required.

 

 

[kasper]

Post# 288, Last line. It is generally accepted that significant meeting ie extraordinary GMs have notification requirements to stop things like that happening. Genererally 21 days by postal notification to eligible voters. This is for good and obvious reasons. Nev

Indeed. Were an attemtp to be made to call for nomination at an AGM and hold votes only of those present at the AGM it would equally fall foul of the AEC fairness principals given the Constitution requires ALL members be entitled to vote and even with notice of an AGM and the possibilities of proxies without knowing ahead of the call for the general meeting who was available to vote for at the AGM it would not be fair

 

 

[rhysmcc]

Directors are voted and appointed all the time at company AGMs. All members are entitled to attend the AGM or assign someone else their proxy. I don't think you'd be able to argue fairness just because a member doesn't attend the AGM.

 

 

[kasper]

Directors are voted and appointed all the time at company AGMs. All members are entitled to attend the AGM or assign someone else their proxy. I don't think you'd be able to argue fairness just because a member doesn't attend the AGM.

Well then lets try that one and see how long it takes to end up in court ... or with a member revolt and dumping of the entire board that tried it

 

 

[gandalph]

you have decided to not listen to the members

How many members do you say haven't been listened to? 6, 7 or maybe even a dozen? Out of how many?????

Time for a reality check

 

 

[rhysmcc]

Well then lets try that one and see how long it takes to end up in court ... or with a member revolt and dumping of the entire board that tried it

I don't believe it's what the company has in mind, I assume they will do the normal postal vote, however it is permissible under constitution and Corp law.

 

I don't see a great member revolt, only about 5-10% actually bother to vote in elections anyway, most likely the same members who go to the AGMs or nominate proxies.

 

If a member informed the board of a resolution to bring the board size to 7, surely they won't call for nominations for only 2 positions, knowing full well another election will need to be held straight after. Let's leave this here because it's really a moot point until after the weekends meeting and we have a decision one way or the other.

 

 

[turboplanner]

I don't see a great member revolt, only about 5-10% actually bother to vote in elections anyway, most likely the same members who go to the AGMs or nominate proxies.

I don't see a great member revolt either, and I agree on the numbers; about 9800 will be blissfully unaware of what we are talking about, and it's probable that among the people passionately discussing the issue right now, none of them will be the ones to have a problem and sue, however, among the other thousands will be an innocuous little character who owns a timber company and has a good lawyer and when he gets tangled up in one of the many, sometimes nonsensical reasons that he cannot fly his $180,000.00 dream machine, his lawyer will start looking at what RAA does and doesn't have the authority to do, and that's when you want a robust organization model and Constitution, and that's what the board of management should be trying to achieve, and barging ahead when serious issues have been pointed out to them by their members is only going to end in tears.

 

 

[coljones]

The numbers on the board should be driven by the needs of the organisation, and the key question is what would RAAus gain from a 7 member board that it couldn't get from a 5 member board? A follow on question is are the benefits worth more than the costs?There are both advantages and disadvantages to any particular number. Even numbers are gererally avoided due to an increased likelihood of deadlock, although that's not an insurmountable problem. The larger the number the less effective a group is at making decisions and the more it costs to convene meetings, the smaller the number the more likely a clique could hijack the agenda.

 

The actual number can be set by the Board or the members can pass a special resolution at a general meeting to set a particular number.

 

The Board has no power to remove or not accept a person voted as a director by the members - only the members can appoint and remove directors with the one exception being that the Board can appoint someone to fill a casual vacancy until the next General Meeting.

Tony, mate, you were doing well.

I don't understand why you don't just make it 7 from the first election.

 

I am getting a little weary of the proponents sliding around, saying it should be 7, but maybe 5. If this was your business I couldn't care less but it also belongs to me and the the other 9,999. The proponents still haven't really justified moving from 13 other than the rumours that half the 13 are a waste of space but we then get told that they are all good guys (and ladies). If half the current board are duds then there will be every expectation that half the new board will also be duds.

 

Ian, we don't need a collection of half baked lawyers, beancounters, door to door power scheme salesmen or kleanafone ladies. It is a pity that our elections are governed by the laws of libel and slander otherwise we could really say what we feel about some on the current board, their predecessors and we still won't be able to prosecute the truth into the future.

 

I am still minded of "the rise and rise of Michael Rimmer"

 

Tony, just run an election to fill all positions and be done with it. Hold a meeting in October to clear the accounts of RAA Inc. (if these look crap we will know that current executive and interim board is crap). Hold another meeting in May next year so we know we are heading in the right direction and, yes, by all means have a real AGM in October next year. Future boards and the rank and file will sort out the rest.

 

Cheers

 

Col

 

 

[pmccarthy]

If the legal advice proves to be defective then the legal advisor's PI policy will respond. If the directors have obtained and acted on legal advice then that is all they can reasonably do.

 

 

[pmccarthy]

I missed the edit time. While the second sentence above is ok, I may be wrong about PI insurance. What I said holds true about insurance brokers, but I think that lawyers may be immune from prosecution for poor advice ( they are in the club) and so don't hold PI insurance, so your only recourse is to the Law Society. There is a compensation fund.