RAAus AGM member resolution - request for proxy

[David Isaac]

Must have been a good night up there; members are irrational?

Well some certainly appear so.

"The whole world is mad except me and thee; and I'm not so sure about thee ...."

 

 

[Keith Page]

Why not have it correct to start with?KP

Looks like this comment was taken out of text.

I am not one to write a novel just to give an answer, I endeavour to keep all as short as can be.

 

Why not have the constitution as correct as possible as of the time of implementation. A number of areas were identified pre the voting. These areas were the ones which were preferred to be ignored.

 

How ever there will be other areas which need updating as time progresses then these can be updated as members see fit as to what the correct can be.

 

Still does not get away from the fact, have it correct as possible at the beginning of the journey.

 

KP

 

 

[David Isaac]

Looks like this comment was taken out of text.I am not one to write a novel just to give an answer, I endeavour to keep all as short as can be.

Why not have the constitution as correct as possible as of the time of implementation. A number of areas were identified pre the voting. These areas were the ones which were preferred to be ignored.

 

How ever there will be other areas which need updating as time progresses then these can be updated as members see fit as to what the correct can be.

 

Still does not get away from the fact, have it correct as possible at the beginning of the journey.

 

KP

Cant argue with that Keith,

It would appear the Board at the time didn't agree with some of the proposed changes and in their view published a document that was 'good enough' to start with.

 

Whats done is done.

 

Now the members need to act and put appropriate resolutions to correct any areas of concern and if the general membership agree the changes will be made.

 

Why this has to be a major issue is beyond me. Lets just do it.

 

In your new organisation, a Pty. Ltd. Company, the 'Customers' will NOT be members (shareholders) as we are in RAAus and will have absolutely NO say in your constitution or your ops manual or your tech manual, and will NOT be able to hold your management or yourself for that matter accountable on any issue.

 

You appear to have a disproportionate criticism to what RAAus is doing. It is NOT a good look from where I sit.

 

 

[facthunter]

Do it ONCE , do it RIGHT is OK if you are assembling or repairing say, a gearbox . It's not applicable if you are designing the same type of gearbox, as with the passage of time, many factors will affect the design. (availability of a certain ball bearing for example) or newer materials of lesser or more suitability. When you are dealing with People, It adds a big layer of complexity to any process. How THEY perceive what you are doing comes into it. Nev

 

 

[kasper]

Please note that under the Constitution any proxy must be with the Company 48 hours before the General Meeting - and as that is 4pm Saturday all proxies must be with the Company by 3.59pm Thursday 13th.

 

If you wish to provide a proxy and have not already sent it to RAAus please forward it by email to [email protected] or deliver by hand to the Fyshwick offices of RAA as these are the only methods likely to meet the cut off time.

 

Thank you.

 

 

[Yenn]

Unless Kasper with the proxy gets up we have lost any control of RAAus. It is now a company and run by the board and all we can do is vote in or out of the board.

 

It is obvious that RAAus now can do what it likes and i hope for the sakes of those who want to fly that they look after us, but going on their past performance their attitude is stuff you Jack Im'e alright.

 

 

[David Isaac]

Unless Kasper with the proxy gets up we have lost any control of RAAus. It is now a company and run by the board and all we can do is vote in or out of the board.It is obvious that RAAus now can do what it likes and i hope for the sakes of those who want to fly that they look after us, but going on their past performance their attitude is stuff you Jack Im'e alright.

Yenn,

With great respect, the fact that RAAus is now a company limited by guarantee changes nothing as far as members' rights. We still as members have the same powers to call special meetings, censure the Board, sack the Board etc as we had previously. The fact that Kasper's resolutions didnt get up changes nothing.

 

We need to stop harping this old story and get on with fixing the confusing parts of the constitution. We CAN STILL DO that; it is still our organisation.

 

 

[Yenn]

Yes it would be great to fix the constitution, burt why was it pushed ahead when it was obviously flawed?

 

We may in theory have all those rights David, but they havn't worked for Kasper. The way I see it his proposal should have been put to the membership according to the constitution, and it hasn't happened. Tell me is Kasper completely incorrect in his reading of the situation, or is the board acting with disregard to the constitution?

 

 

[SDQDI]

Unless Kasper with the proxy gets up we have lost any control of RAAus. It is now a company and run by the board and all we can do is vote in or out of the board.It is obvious that RAAus now can do what it likes and i hope for the sakes of those who want to fly that they look after us, but going on their past performance their attitude is stuff you Jack Im'e alright.

I don't quite see it that way Yenn.

I have said before that I disagree with Kasper's resolutions but I support his right to put them up BUT after reading the relevant part of the constitution it appears that RAA has the correct interpretation this time so I can understand him being refused.

 

Having said that a LOT of people are saying the constitution needs refining so I think the best thing for everyone involved would be for those who are dissatisfied to put together a list of amendments and ensure they are put in in time for the next meeting.

 

I was going to go on but David has summed it up a lot better while I was typing.

 

 

[SDQDI]

Yes it would be great to fix the constitution, burt why was it pushed ahead when it was obviously flawed?We may in theory have all those rights David, but they havn't worked for Kasper. The way I see it his proposal should have been put to the membership according to the constitution, and it hasn't happened. Tell me is Kasper completely incorrect in his reading of the situation, or is the board acting with disregard to the constitution?

This might help explain it all a bit clearer Yenn, Don explains it pretty well.

 

After my near death experience with man flu, I am finally back on deck and will now attempt to clear up the misunderstandings surrounded the refusal of the Company to consider at the 2016 AGM the resolutions proposed by Kirk.Firstly, as a long time agitator for the Board of RAAus to abide by the Constitution, I would the last person to defend any Board that did not abide strictly to the terms of the Constitution.

 

In this instance, I consider that the Board has acted properly and in accordance with the precise terms of the Constitution in refusing to consider the resolutions proposed by Kirk at the 2016 AGM and refusing to send out his Member's Statement.

 

I also contend that the current Constitution is a workable document and is quite clear on how elections and general meetings are to be conducted and the process for the putting and voting on resolutions including special resolutions. Having said that, it could be worded better to make it easier for members to see why Kirk's proposals should not and cannot be considered at the 2016 AGM.

 

Clause 21 requires:

 

• a minimum of 21 days notice of a general meeting (including an AGM) - Cl 21.2.
   
   
   
   
  
• the notice to go to ALL members (my emphasis) - Cl 21.1(a)
   
   
   
   
  
• notice to include any resolution to be considered at the General Meeting (including AGM)
  (my emphasis) - Cl 21.3©
   
   
  

 

 

It is critical to the fundamentals of a democratic organisation to accept that If a proposed resolution is not on the formal Notice it should not and cannot be considered by the general meeting.

 

Clause 27.3 sets 7 days as the minimum period that a request for the distribution of a Member's statement must reach the Company. However, if a Member's statement relates to resolutions that were not included in the Notice of Meeting then it would be false, misleading, confusing and pointless to send out such a Member's statement as it relates to resolutions that are not on the agenda.

 

Clause 27.5 states:

 

"If the Company has been given notice of a Members resolution under Clause 27.1(a), the resolution must be considered at the general meeting for which the resolution was called" (my emphasis)

 

Since Kasper's resolutions were not provided in time for them to be included in the formal Notice of Meeting, they do not meet the test of Clause 27.5 in that they were not proposed for consideration at the 2016 AGM. Kirk's proposed resolutions were received by the Company long after the Notice had been sent to Members.

 

In the olden days when I was proposing many motions for Special Resolutions to amend the Constitution of RAAus Inc., I was always mindful of the need to get the motions to the Company Secretary in time for them to be included in the Notice for the meeting at which I wished to have the motions considered. Despite facing a Board largely hostile to what I was proposing, I never had any issue with my proposed resolutions being accepted by the Board for inclusion in the formal Notice of the general meeting.

 

You can't just cherry pick a word here and there from the Constitution you must read it as a comprehensive document.

 

Don

[David Isaac]

Yes it would be great to fix the constitution, burt why was it pushed ahead when it was obviously flawed?We may in theory have all those rights David, but they havn't worked for Kasper. The way I see it his proposal should have been put to the membership according to the constitution, and it hasn't happened. Tell me is Kasper completely incorrect in his reading of the situation, or is the board acting with disregard to the constitution?

Kasper is correct on his 21 days, but the Board cannot meet the required 21 days notice to members unless they receive the notice on a business day ahead of 21 days required notice for the GM. So the Board is NOT disregarding the Constitution, the Board is acting n good faith on behalf of the members. The constitution is sloppy and needs fixing, so we must do it and the Board will support fixing it.

 

 

[terryc]

The board will support fixing their mess. Is that good management, I don't think so. Should not the board fix their own ball's up. I know, isn't Don sitting around doing nothing, give him the job. Now that it's done can someone please explain what was the great hurry all about.

 

 

[David Isaac]

The board will support fixing their mess. Is that good management, I don't think so. Should not the board fix their own ball's up. I know, isn't Don sitting around doing nothing, give him the job. Now that it's done can someone please explain what was the great hurry all about.

Terry,

Firstly the constitution is NOT a mess. There is some confusion around some clauses that has a logical requirement when you work it through. Making small changes could provide a lot more clarity. The issue has been amplified to make a point. The board cannot fix it; it has to be fixed by a resolution from the members which is a simple process. The Board could propose an amendment and they may do so, but so can any member. As long as a resolution is put before the next GM, the issue will go away.

 

Yes it could have been clarified before the vote but it wasn't and that is now history. So lets just get on and fix it.

 

 

[turboplanner]

David, I don't think there's a problem with the constitution in this case; I've put a detailed answer to you in this thread: Change is in the air

 

 

[David Isaac]

David, I don't think there's a problem with the constitution in this case; I've put a detailed answer to you in this thread: Change is in the air

yep but you isolated Clauses under General meeting. go see my reply.

 

 

[FlyingVizsla]

No Constitution will be entirely correct, even on its 100th iteration. A Flying Club I belong to adopted the Model Rules - a quorum (the minimum number of members necessary to have a valid meeting) was set at 'the Executive plus one". Over time they created 18 positions held by 6 people and then had to argue was that office titles?, or office bearers? 7 or 19? They offered cheaper rates to members, so people travelled in, joined, learnt and left. More than 75% never came to a meeting and the other 10% scrapped over whether any meetings (and resolutions) were valid. Another Club I was with had 28 (Twenty-Eight!) pages of transitional clauses from the 1986 to 1989 version of the 12 page constitution, with much contradiction and confusion between them. I re-wrote it to 5 pages and restricted changes to it at the AGM with a month's notice in writing. They too, did argue over "at least 21 days notice" to be interpreted as exactly 22 days and directed the Secretary to buy stamps on Friday but not to post until Saturday, but not before Sunday. Explains my grey hair.

 

The old RAA constitution had many amendments put up, some succeeded, some didn't. This illustrates the power of the RAA Members to propose and also to dispose. The whole thing really needed a re-write. It got it, and the majority of the members who voted said it was a step in the right direction. It might not be right, it can be made right-er, but will never be Perfect. It's in; now up to Members to tweak it.

 

Sue

 

 

[terryc]

Thank you all for your comments and of course you are all correct, I will adjust my thinking accordingly.

 

 

[David Isaac]

I copied this from the other thread "Change is in the air to a question from Tubz ...

 

I can understand 21 days notice of a Meeting; which allows people to make arrangements to travel etc.However if you're suggesting that members will need 21 days to make their mind up I would suggest a cattle prod or two.

Clauses 27 and 21 are not co-dependent, Clause 27 clearly shows the pathway.

 

You said not to mention Corporations law, but can you point to something which would overturn Claus 27 in this Constitution.

Hi Tubz,

I found this on the ASIC website about model rules. It seems that 21 days notice is required at least for Special resolutions.

 

http://www.asic.gov.au/for-business/changes-to-your-company/company-resolutions/

 

"Company resolutions

 

A resolution is the formal means by which decisions are made by a meeting of company members. There are two types of resolutions: ordinary and special. The Corporations Act 2001 (the Corporations Act) requires many decisions that affect a company to be made by resolution, some of which must be by special resolution. In addition, the constitution of a company may also require that other decisions be made by either an ordinary resolution or a special resolution.

 

 

 

General requirements for passing resolutions

 

 

 

The general requirements under the Corporations Act for the passing of any resolution are:

 

• The resolution—
   
   
  is passed at a meeting, which is properly convened and satisfies the quorum requirements, and
   
   
  
• is entered in the books kept by the company for that purpose within one month after the meeting is held.
   
   
  

 

 

[*]The minutes must be signed by the chair of the meeting at which the resolution was passed or by the chair of the next meeting.

 

Non-compliance with these requirements could invalidate the outcome of the resolution.

 

 

 

Voting on resolutions

 

 

 

Where a company has share capital, a member has one vote for each share held subject to any rights or restrictions attached to any class of shares.

 

 

 

For a company without share capital, every member is entitled to one vote. The chair has a casting vote, and if a member, also a member’s vote.

 

 

 

Proxy documents for members of listed companies

 

 

 

A notice of meeting for a meeting of members of a listed public company:

 

 

• must specify a place and a fax number; and
   
   
  
• may specify an electronic address for the purposes of receipt of proxy appointments.
   
   
  

 

 

Listed companies are required to record the total number of proxy votes exercised validly and how those votes were exercised in the minutes of meeting of members, in respect of each resolution in the notice of meeting.

 

 

 

These requirements apply despite anything in the company’s constitution.

 

 

 

Ordinary resolutions

 

 

 

Ordinary resolutions are not specifically defined in the Corporations Act and require only a simple majority to pass (i.e. more than 50% of the members present at the meeting, either in person, or by proxies, if allowed by the constitution).

 

 

 

Some of the matters on which an ordinary resolution is sufficient are:

 

• election/re-election of directors
   
   
  
• appointment of an auditor
   
   
  
• acceptance of reports at the annual general meeting
   
   
  
• strategic, commercial decisions
   
   
  
• increase or reduction in the number of directors
   
   
  
• passing a board limit resolution (for public companies)
   
   
  

 

 

Special resolutions

 

 

 

Calling a meeting of members of a company or registered scheme

 

 

 

The notice of meeting sent to members advising them of the meeting must set out an intention to propose the special resolution and state the special resolution. This is in addition to the other information required to be provided in a notice of a meeting including the place, date and time of the meeting, the general nature of the meeting’s business and information about proxy votes where applicable.

 

 

 

Generally, notice of a meeting to members of a company must be given 21 days before the meeting is to be held. A listed company must give a least 28 days notice. Shorter notice can be given where members with at least 95% of the votes that may be cast at the meeting agree beforehand. However, the provision for shorter notice does not apply to a resolution to remove or appoint a director or to remove an auditor.

 

 

 

Notice of a meeting to members of a registered scheme must be given at least 21 days before the meeting is to be held. Registered schemes can’t give shorter notice.

 

 

 

Passing a special resolution when holding a meeting

 

 

 

At least 75% of the votes cast by members entitled to vote on a special resolution must be in favour of the resolution for it to be passed. However, it will not always be necessary for the members to physically meet in order to consider the resolution.

 

 

 

Passing a special resolution without holding a meeting

 

 

 

A proprietary company with more than 1 member can pass a resolution by circulating a document and having all the members entitled to vote sign a statement on the document that they are in favour of the resolution. Where two or more people hold shares together, each member of a joint membership must sign. The resolution is passed when the last member signs (i.e 100% of members entitled to vote agree). A ‘circulating resolution’ cannot be applied to a resolution to remove an auditor. The 75% requirement for votes in favour of the special resolution only applies when a company holds a physical meeting.

 

 

 

A proprietary company with only one director who is also the only member of the company can pass a resolution just by signing a document setting out the resolution.

 

 

 

Advising us about special resolutions

 

 

 

In most cases, the passing of a special resolution must be lodged with us on Form 205 Notification of resolution or Form 2205 Notification of resolutions regarding shares. ....."

 

 

[frank marriott]

Interesting to see the pro and against opinions.

 

Whether it is a good move or not is up to the individuals opinion.

 

Whether creating such a division in members is a good idea - well time will tell. Personally I have reservations but that is just another opinion.

 

 

[kasper]

Well the AGM was not live streamed due to technical issues but it was filmed and will be up on the RAAus youtube site for all to watch at a later date.

 

On the proxies thank you to those who provided them but as one noted the chair and legal adviser closed down the discussion and refused to allow any resolution to be put from the floor so thank you but my coming to the meeting was mostly a wasted effort.

 

Not entirely,

 

I met Don Ramsay and he apologized to me for his comments over time where he was thinking I was out to cause mischief and not improve drafts,

 

I spoke to the Ops Manager about the lack of Groups C and F in the Ops Manual and

 

The absolute refusal to even allow a resolution on the validity of the election to even be moved from the floor very strongly firmed up my opinion that members may as well print the constitution on very soft paper and leave in the smallest room of the house for all the good it provides in holding the board to account at a general meeting.

 

So the outcomes are clear.

 

1. effectively you may as well fly with ELAAA as a fee-for-service because you are not getting an awful lot more in terms of actual governance control

 

2. after a quarter of a century I am going to allow my membership of RAAus to lapse and not be renewed.

 

I will call HGFA next week on how to get a certificate and how to re register the weightshifts with them.

 

On that basis on here I am signing off in relation to RAAus - I no longer care if you survive - and despite the very upbeat CEO report presented I can read a set of accounts and I am afraid any serious competition from ELAAA will bring RAAus undone in shorter rather than the medium term.

 

Kirk

 

RAAus 7019

 

Groups A, B and C - past 21 years

 

Endo 2S, HF, HP, LP, NW, Pax, R, TW & X

 

Rating Senior Instructor (not current)

 

Maintenance Level 2 (not current)

 

 

[Admin]

Speaking personally you may have also noticed that I am not giving RAAus any thought any more as I also have seen what they have done a lot more recently. I and many that I have spoken to recently are simply waiting for ELAAA to be up and running. Paying my subscription to them tomorrow...I think RAAus is about to find themselves and their arrogance in a lot of trouble very soon both financially and membership numbers. The names heading the RAAus ship currently will be remembered for a very long time for all the wrong reasons.

 

Go strong ELAAA and serve the recreational aviation community

 

 

[Keith Page]

Regarding Kasper's post #120.

 

Only what I can say in that case "hypocrites". What hypocrisy, should have heard the noise when Middo brought legal help to a meeting.

 

The rumblings regarding that attendance continued till not that long ago. Last bit of information --The current president was attempting to contact Steve Runciman regarding payment and reason for attending with legal aid. That is the last information I have heard no mention of late - not interested.

 

I special point of observation:- Some of this current board and their cronies were the ones who yelled the longest and hardest regarding the legal attendance hence "hypocrites".

 

How disgraceful, a members concerns not being addressed, he was shut down, that just gives resentment more traction. What they (Board/Management) do not realise a number of silent members have the same view, how are those members views going to be addressed. I guess under the carpet with rest of the issues. I do ask what happens when the carpet gets that lumpy and no one can walk on it?

 

KP

 

 

[facthunter]

So are we going to have more of this Keith, because you should leave it lie, at some point. You have your show and it will go or not go. What we don't need is ongoing sniping , for the sake of aviation and those who sail in her. Nev

 

 

[turboplanner]

So are we going to have more of this Keith, because you should leave it lie, at some point. You have your show and it will go or not go. What we don't need is ongoing sniping , for the sake of aviation and those who sail in her. Nev

Here we go again, the old broomstick in the spoke trick to try and choke discussion.

 

 

[facthunter]

Anything but Turbs. Keith is now hardly a non involved person. That's ok and I don't mind him being part of the new organisation but he has a vested interest in bagging the RAAus. It the RAAus bagged the new show I would be just as vocal. It falls into the category of " they would say that, wouldn't they"..?

 

Some little time back I warned about bad vibes between groups sharing the same turf. People generally don't want this kind of thing all the time. It's not intended to stifle real figures and serious problems being aired if the need be. Nev