Recreational Aviation Constitution Amendment - URGENT!

[coljones]

12 hours ago, FlyingVizsla said:

So I guess Rod's group were hoping to raise the No Confidence from the floor, and didn't get the opportunity. 

And without due notice to the rank and file - an abuse of process.

[turboplanner]

Going back over the past 15 years RAA members haven't had a good record of studying their Constitution  and following through with the correct procedure, which meant that even with good intent, actions which would have corrected of improved conditions failed on technicalities with the people trying to make things better leaving the sport. Or they couldn't keep their powder dry and were beating by proxy votes, which in some cases might have been disallowed.

 

Self Administering means administering of an organization by the members.

You can look at the 10,000 members and correctly say around 9900 have repeatedly ignored their duty to manage situtations which compromise their flying.

 

However, particularly within Incorporated Associations, that ratio is very common; it almost always occurs and the secret to success is to get as many members possible to vote in god and fair performers.

If you study some of the best, they are quick to offload any ego-driven self-centred people and keep the ones with drive who have the best interests of their Associations at heart. The result is that a small nucleus or even one person becomes the driving force and gets the things done that make the Association a great place to be, and the Association grows year after year. Those Associations don't have clauses in their constitutions requiring officials to leave after a certain time. (Well some do, when the Constitution is changed by ambitious but skill-less challengers, and the Association goes off a cliff.)

 

If people aren't happy with the way an Association is going they have to do a lot of groundwork behind the scenes instead of a lot of bleating to empty air.

 

 

 

[FlyingVizsla]

2 hours ago, turboplanner said:

Going back over the past 15 years RAA members haven't had a good record of studying their Constitution  and following through with the correct procedure,

It appears this is the case here - the motion of No Confidence was raised from the floor after the formal business of the AGM, which had to be adjourned while it was considered.  It was found to be invalid.

 

The RAAus Communique notes:  The disruptive behaviour by a minority of members has resulted in unnecessary and significant costs to members and is disappointing. 

 

The Communique says - Today sees the conclusion of the 2023 Annual General Meeting. In summary, a Board resolution (Resolution 4) that sought to make some updates to the constitution was withdrawn by the Board due to concerns about administrative procedures that may have affected our ability to conduct a fair and reasonable process. Member Rodney Birrell had also put forward a resolution (Resolution 5) to make changes to the constitution and was offered the opportunity to withdraw the resolution for the same reasons. He chose not to do this and after being put to members the resolution did not reach the required majority of 75% and therefore was not passed.

 

I would like to know what the "administrative procedures" were that failed the membership.  I guess it was with Proxy Votes, or maybe the communication of the Resolutions?

Both the No Confidence and the Administrative Procedures have unnecessarily cost RAAus and therefore members.

 

[facthunter]

If some process is alleged to cost some money is that used as a reason to create Opposition to it without discussing the issue involved? Plenty of organisations have fixed term  CLAUSES for the Principal Officers. Left alone there's a risk of "Cosy Little Arrangements "and the you OWE ME a couple of favours, Let's not ruin a good thing when we are on it. We'll keep it between US.. type of stuff.  Nev

[turboplanner]

1 hour ago, FlyingVizsla said:

It appears this is the case here - the motion of No Confidence was raised from the floor after the formal business of the AGM, which had to be adjourned while it was considered.  It was found to be invalid.

My question here is:

"had to be adjourned": Is there an adjournement process in the Constitution? was the there a motion to adjourn? if so was it seconded? If there are doubts here it may be that the adjournment was invalid and so falls away. Whan you act agains other people they have the right to be just as picky as you.

"considered": who considered it? was there a process in the Constitution to form a committee to "consider" matters? if so were the members who considered the matter formally authorised? If not there's a quastion about who they were and the validity of their decision. Remember that if you make a decision that's going to affect people they have the right to natural justice.

1 hour ago, FlyingVizsla said:

 

The RAAus Communique notes:  The disruptive behaviour by a minority of members has resulted in unnecessary and significant costs to members and is disappointing. 

 

If the action wasn't within the rules of the Constitution, then the "disruptive" action may not have been the correct description, and given that a single member can move a motion or query an action where the Constitution the term "minority of members" might just be wishful thinking.

 

1 hour ago, FlyingVizsla said:

The Communique says - Today sees the conclusion of the 2023 Annual General Meeting. In summary, a Board resolution (Resolution 4) that sought to make some updates to the constitution was withdrawn by the Board due to concerns about administrative procedures that may have affected our ability to conduct a fair and reasonable process. Member Rodney Birrell had also put forward a resolution (Resolution 5) to make changes to the constitution and was offered the opportunity to withdraw the resolution for the same reasons. He chose not to do this and after being put to members the resolution did not reach the required majority of 75% and therefore was not passed.

 

I would like to know what the "administrative procedures" were that failed the membership.  I guess it was with Proxy Votes, or maybe the communication of the Resolutions?

 

I would suggest someone go through all the points you raised matching them to the Constutution.

If the action was invalid, or worse, the members should do what they have to do.

[facthunter]

It should be LEGAL, and observably so, or the problem gets worse. Bad management  won't welcome scrutiny That's fairly normal, but Fobbing it off has to meet the Pub test and not raise any questions of impropriety.. I'm NOT saying THIS management is good or Bad, but I do know they've slandered  Rod Birrell in the Organisations magazine ruthlessly in the past when he had no  right of reply. I thought at the time that it was extremely POOR Form and unfair in the extreme and certainly did not  win any brownie Points from me.  Nev

[facthunter]

The AGENDA for the meeting should be notified or at least available to the members so that IF there's something of interest to anyone they have the opportunity to attend. or communicate their views to their reps.  Nev

[turboplanner]

On 16/12/2023 at 8:48 AM, FlyingVizsla said:

The Communique says - Today sees the conclusion of the 2023 Annual General Meeting. In summary, a Board resolution (Resolution 4) that sought to make some updates to the constitution was withdrawn by the Board due to concerns about administrative procedures that may have affected our ability to conduct a fair and reasonable process. Member Rodney Birrell had also put forward a resolution (Resolution 5) to make changes to the constitution and was offered the opportunity to withdraw the resolution for the same reasons. He chose not to do this and after being put to members the resolution did not reach the required majority of 75% and therefore was not passed.

 

I would like to know what the "administrative procedures" were that failed the membership.  I guess it was with Proxy Votes, or maybe the communication of the Resolutions?

Both the No Confidence and the Administrative Procedures have unnecessarily cost RAAus and therefore members.

 

I would think it's also a concern that some members are reporting on here that they've been given new numbers for  the proposed Group G

Has CASA now approved Group G?

What would be the impact on Members if Group G was approved and people who couldn't meet the GA medical standard flowed into RAA Ltd for a lower standard and started making demands to get the same flying priviledges as they had in GA? etc.

What other flow on effects could occur.

These would normally be discussed in general meetings, and in some cases rules changed and others new conditions applied, and for that you ideally need open meetings taking as long as it takes to ensure the changes don't compromise the flying of the existing members and the structure of the organisation with new negative impacts.

 

I looked at the RAA Ltd Constitution. If you remember the change was done in a hurry, and it's not ideal for things like no confidence motions and urgent Member resolutions.   

 

Clause 19 discusses calls for General Meetings by Members.

Clause 27 refers to Members resolutions and statements

  27.1 to 27.5 cover the process. In my opinion the current clauses work against the Members and make if very difficult for a Member to get something fixed.

Clause 27.6 says "This Clause does not limit the right that a member has to propose a resolution at a general meeting under the Corporations Act."

               (Under Clause 65, Corporations Act means the Corporations Act 2001 (Cth).                       http://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/

This is a big document to wade through.

 

To participate in these decisions, you really need to get to the ability to ensure there is a General Business section in every General Meeting, and each Member in attendance has the right to raise without notice an issue in General Business, explain the contents and move a resolution to be voted on by the quorum present.

 

 

[facthunter]

Raising such business WITHOUT NOTICE won't be good government. Getting there Physically is difficult and expensive with Australia being the size of the USA..  Then there is a question of proxies. If the business is KNOWN, the proxy can be directed on the issue.  IF the proxy is on behalf of a committee member that proxy's  expenses are covered. Nev

[coljones]

3 hours ago, turboplanner said:

I would think it's also a concern that some members are reporting on here that they've been given new numbers for  the proposed Group G

Has CASA now approved Group G?

What would be the impact on Members if Group G was approved and people who couldn't meet the GA medical standard flowed into RAA Ltd for a lower standard and started making demands to get the same flying priviledges as they had in GA? etc.

What other flow on effects could occur.

These would normally be discussed in general meetings, and in some cases rules changed and others new conditions applied, and for that you ideally need open meetings taking as long as it takes to ensure the changes don't compromise the flying of the existing members and the structure of the organisation with new negative impacts.

 

I looked at the RAA Ltd Constitution. If you remember the change was done in a hurry, and it's not ideal for things like no confidence motions and urgent Member resolutions.   

 

Clause 19 discusses calls for General Meetings by Members.

Clause 27 refers to Members resolutions and statements

  27.1 to 27.5 cover the process. In my opinion the current clauses work against the Members and make if very difficult for a Member to get something fixed.

Clause 27.6 says "This Clause does not limit the right that a member has to propose a resolution at a general meeting under the Corporations Act."

               (Under Clause 65, Corporations Act means the Corporations Act 2001 (Cth).                       http://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/

This is a big document to wade through.

 

To participate in these decisions, you really need to get to the ability to ensure there is a General Business section in every General Meeting, and each Member in attendance has the right to raise without notice an issue in General Business, explain the contents and move a resolution to be voted on by the quorum present.

 

 

Nah, raising stuff from the floor without prior notice prevents those not in the know having a voice and a vote.  The proper way to deal with floor matters is for members to raise the issues and the meeting can discuss, the board can then take the issue on board for possible resolution. If it is not resolved to the members are entitled to bring the matter back to an AGM or GM with due notice and then the attendees and potential proxies can take an informed decision.  

The reason for allowing the corporations law to have an impact on motions at a meeting is that there may be issues under corporation law where a particular resolution must, may or may not be moved or carried. I'm not a great fan of the corporations law as it forced companies and their members into the claws of lawyers and whackjobs at ACCC and ASIC. But on the other hand it attempts to keep everyone honest (but fails miserably in the case of big business and the NSW Club industry). It appears that the behaviour of the RAAus Board was to prevent gaming of the system - NRMA was pretty good at that.

[turboplanner]

1 hour ago, coljones said:

Nah, raising stuff from the floor without prior notice prevents those not in the know having a voice and a vote.  The proper way to deal with floor matters is for members to raise the issues and the meeting can discuss, the board can then take the issue on board for possible resolution. If it is not resolved to the members are entitled to bring the matter back to an AGM or GM with due notice and then the attendees and potential proxies can take an informed decision.  

The reason for allowing the corporations law to have an impact on motions at a meeting is that there may be issues under corporation law where a particular resolution must, may or may not be moved or carried. I'm not a great fan of the corporations law as it forced companies and their members into the claws of lawyers and whackjobs at ACCC and ASIC. But on the other hand it attempts to keep everyone honest (but fails miserably in the case of big business and the NSW Club industry). It appears that the behaviour of the RAAus Board was to prevent gaming of the system - NRMA was pretty good at that.

That gets you what you've got now - just goes around in a circle.

If you don't have a General Business section in a meeting, the members lose a lot of control on fast moving issues.

Proxies should not be used as weapons; if there is a quorum at the meeting you can get a decision on the day instead of things dragging out for months. Where you have to forecast a routine business item, you can be beaten by proxies every time, so you don't have a democratic association.

 

 

[facthunter]

Ordinary general meetings should not be able to make procedural and constitutional  changes at all unless an emergency and ALL members contacted  at least 21 days prior by an acceptable method written in the rules. Use of Proxies should  be  well controlled or not permitted.   Nev

[coljones]

It is quite easy to stack a meeting - the youth wings of the ALP, Liberal Party and Country Party are experts.

 

In a national organisation like ours proxies are the only way to maintain democracy.

Edited December 17, 2023 by coljones
Addition

[turboplanner]

42 minutes ago, coljones said:

It is quite easy to stack a meeting - the youth wings of the ALP, Liberal Party and Country Party are experts.

 

In a national organisation like ours proxies are the only way to maintain democracy.

Meetings can be stacked by people or by proxies. If you go back to the last Extraordinary Meeting, proxies best the vote in the room. So you need a Constitution which prevents proxies in general meetings.

[coljones]

3 hours ago, turboplanner said:

Meetings can be stacked by people or by proxies. If you go back to the last Extraordinary Meeting, proxies best the vote in the room. So you need a Constitution which prevents proxies in general meetings.

I don't see the problem with properly informed proxies beating the privileged voters in the room. And motions from the floor discriminate against proxy givers.

[turboplanner]

5 hours ago, coljones said:

I don't see the problem with properly informed proxies beating the privileged voters in the room. And motions from the floor discriminate against proxy givers.

OK, but with uninformed proxies gathered for a stack if needed, a result can be the opposite of good governance.

 

Proxies are usually reserved for voting on known events, e.g. elections at AGMs or Extraordinary General Meetings where there is an advertised decision to make, and Members can't be there, or where the Constitution specifies.

 

General meetings are just that. If you show up, you're part of the vote; if you don't you accept the decisions made at the meeting.

This takes a load off Committee Meetings which is usually where the members shove the hard work.

General Business can often have around a dozen items.

Where there's a very active President or Committee acting in the best interests of the group, listing proposed decisions, all researched, all checked and ready to go in General Business it allows members to have a say and be part of the decision. It's not unusual for 10  resolutions to rattle though and be processed under 30 minutes unless there's some controversy.

 

 

 

 

 

 

 

 

 

[FlyingVizsla]

That's fine at the Flying Club where at least a third of members attend in person and nearly all live within an hour's drive.  If there is something brewing they can turn up, listen to the motion from the floor and vote.  Even then, our Constitution allows members to appoint a proxy to vote for them, no specific instruction needed.  Usually a mate "you know how I feel on things."

 

RAAus is a national organisation.  I would be very cheesed off if I lived in WA and a handful of blokes in Canberra, who could get to the meeting, made decisions that impacted me.

 

Less than 10% bother to vote in elections.  Far fewer attend meetings. Even with video links, the date/time may be inconvenient.  I missed the AGM because we were away. 

 

I registered for the resumed AGM but was admitted only to hear the last 30 seconds - which I consider poor form.  The registrations closed the day before, I logged on 10+ minutes before and they were still unable to process the number of registered members in time.  Something I will be taking up with them.

[turboplanner]

30 minutes ago, FlyingVizsla said:

That's fine at the Flying Club where at least a third of members attend in person and nearly all live within an hour's drive.  If there is something brewing they can turn up, listen to the motion from the floor and vote.  Even then, our Constitution allows members to appoint a proxy to vote for them, no specific instruction needed.  Usually a mate "you know how I feel on things."

 

RAAus is a national organisation.  I would be very cheesed off if I lived in WA and a handful of blokes in Canberra, who could get to the meeting, made decisions that impacted me.

 

Less than 10% bother to vote in elections.  Far fewer attend meetings. Even with video links, the date/time may be inconvenient.  I missed the AGM because we were away. 

 

I registered for the resumed AGM but was admitted only to hear the last 30 seconds - which I consider poor form.  The registrations closed the day before, I logged on 10+ minutes before and they were still unable to process the number of registered members in time.  Something I will be taking up with them.

In my case I had about 1900 members throughout Victoria. In theory all were within 7 hours travel to a meeting. In practice, attendance was about 30 month by month, year by year. It's the in practice that you set your Constitution for because that's the one which will work because that's the reality. You very soon get to know if your are not communicating well enough because people are quick to complain, and you then have to adjust the constutution to suit.  Out of a hundred constitutions, all should be different to suit the purpose. There are some cases where the members take no notice of the constutution at all but just have a way of getting by. In some cases the constitutions are changed to disperse a clique which has rebuffed all others to do what they want to do. In some cases people who have never held a management position in their lives develop a Hitler ego and the Association becomes a can of fighting worms. Your flying club is pretty typical of groups which work around Australia.

 

The bottom line is you can't sit still; if things aren't working you have to identify they cause and a majority of members have to want to fix it. There is an issue if the Constitution has been set to prevent that change.

[facthunter]

AS long as your Synagogue doesn't turn into a Mosque over night. You might need essential "Of the Essence"  Clauses in some constitutions.   Under those circumstances Moving of certain types of amendments would be ruled "Out of Order" immediately to preserve the original INTENT and PURPOSE of the Organisation.  Nev

[turboplanner]

26 minutes ago, facthunter said:

AS long as your Synagogue doesn't turn into a Mosque over night. You might need essential "Of the Essence"  Clauses in some constitutions.   Under those circumstances Moving of certain types of amendments would be ruled "Out of Order" immediately to preserve the original INTENT and PURPOSE of the Organisation.  Nev

Yes, in some cases that might be necessary.

[FlyingVizsla]

Most Clubs just adopt the Model Rules for incorporation.  Some go on to ignore them, some change them to suit, the majority work within them.  Our club ignored them from the start.  The President decided who could vote, if you disagreed with him you didn't have a vote, such that the Secretary, Treasurer and most hangar owners couldn't vote.  The Quorum is set as Executive plus one, with only two people holding all positions they only needed one more, so enrolled his wife, with an unwritten proxy this being 2 votes to 1 and passing anything he liked.  Things have improved in the last 15 years, and the Quorum is now 9

 

Fortunately RAAus can't get away with too much as there are people who take an interest and they are subject to the Corporations Act.  But I still think they could lift their game with regard to communicating decisions and issues to the membership.

[turboplanner]

On 18/12/2023 at 1:38 PM, FlyingVizsla said:

Most Clubs just adopt the Model Rules for incorporation.  Some go on to ignore them, some change them to suit, the majority work within them.  Our club ignored them from the start.  The President decided who could vote, if you disagreed with him you didn't have a vote, such that the Secretary, Treasurer and most hangar owners couldn't vote.  The Quorum is set as Executive plus one, with only two people holding all positions they only needed one more, so enrolled his wife, with an unwritten proxy this being 2 votes to 1 and passing anything he liked.  Things have improved in the last 15 years, and the Quorum is now 9

The Model Rules for Incorporated Associations were only ever meant to be a starting template because some people got lost trying to build one from scratch. The idea was you went through the model rules crossing out the ones you didn't need, changing the ones you needed to change to suit your sport, and adding new ones needed. The State/Territory governments indemnify officials from PL suits if they are operating within their constitutions, so you needed to think very carefully about the risks and include them, plus how they would be mitigated. For a high risk sport such as motor racing or flying, you need to add what sanctions are going to apply to manage behaviour (risk), natural justice procedure (tribunal), safety control of machines, operating procedures, safety equipment specifications etc. so the Constitutions for these Associations were two or three or more times the size of the model rules. I think a lot of people get confused because "no one tells them they have to expand on the Model Rules." The governments don't have to; if the Associations don't do it they bear the risk. There was a dirt bike track near Frankston which usually had 30 or 40 bikes going through the trees and some big jumps, sometimes 10 metres high. One landed from that height on another one, killed him and the track doesn't operate any more. Rules and officials would have saved them. The ones who just use the standard Model Rules in some ways are playing a kind of Russian Roulette.

On 18/12/2023 at 1:38 PM, FlyingVizsla said:

 

Fortunately RAAus can't get away with too much as there are people who take an interest and they are subject to the Corporations Act.  But I still think they could lift their game with regard to communicating decisions and issues to the membership.

Well although this thread is called "Urgent" and it would appear there could be shortfalls in the Rules, we've heard no more from Rod Birrell, and whenever we discuss something publicly that seems to be countered with proxies, while its interesting to look at the ways of optimising an organization through its Constitution, it's probably not worth putting an effort in.

[facthunter]

"I JUST wanna go Flying" I'll leave all that stuff for others to do. . Sgd, A Pathy. 

[kgwilson]

In NSW the original model rules became the "Model Constitution" when the Associations Incorporation Act 2009 was passed in to law. For organisations that adopted the original model rules, the new model constitution was initiated by default. Those who had their own constitutions had to modify their current one to address a number of issues. Our Club and Hangar Owners had to do this. Two of the issues that had to be addressed were the number of consecutive terms that a member could hold an executive position and unless specifically allowed proxy voting is automatically disallowed. There were a number of others as well.

 

When I joined the club there was a lot of dis-satisfaction with the management committee and funds were being depleted. What would happen is that one or more of the committee executive members would contact a lot of apathetic members & get them to sign a proxy appointing that executive member so the existing committee had a continued stranglehold over the club management.

 

That is now history with the process being more transparent and open with major benefits including the club assets going from around 25k to now over 300k in 12 years.

 

The problem really is that a number of Incorporated Associations ignore the rules, and many have no idea what the rules are and just continue the way they always have, completely illegally. They get away with it because no-one ever challenges them and they just file the annual report. Unless someone makes a formal complaint to NSW Fair Trading nothing gets done about it.

 

There is very little difference between an Incorporated Association and a Limited Liability company. The former has members whose liability is limited by law to the amount they owe the association, usually just the membership fee. The latter usually has articles of association dealing with all things they do and has listed shareholders with a specified limit of liability.

[turboplanner]

15 hours ago, kgwilson said:

In NSW the original model rules became the "Model Constitution" when the Associations Incorporation Act 2009 was passed in to law. For organisations that adopted the original model rules, the new model constitution was initiated by default. Those who had their own constitutions had to modify their current one to address a number of issues.

 

New South Wales: This is the current Act

Associations Incorporation Act 2009 as at 22/11/23  Source: Austlii

https://www8.austlii.edu.au/cgi-bin/viewdb/au/legis/nsw/consol_act/aia2009307/

 

The NSW Model Constitution under the Associations Incorporation Act 2009 – 18 pages

 

An example of a comprehensive Constitution applicable to a specific sport:

            Sporting Shooters Association of Australia (New South Wales) Inc. 

                       Constitution under the Associations Incorporation Act 2009 – 83 pages

 

The good thing about self management since the mid 1980s is that only the people directly involved have to worry about what is needed to cover themselves and what is not; previously our governments spent a lot of taxpayer money sending inspectors around, trying to vover every thing in every sport.

 

 

 

15 hours ago, kgwilson said:

The problem really is that a number of Incorporated Associations ignore the rules, and many have no idea what the rules are and just continue the way they always have, completely illegally. They get away with it because no-one ever challenges them and they just file the annual report. Unless someone makes a formal complaint to NSW Fair Trading nothing gets done about it.

Since they made the rules, if they ignore the rules, they are responsible, not the government.

Under Self administration, no one ever will challenge them, because if they did they would assume some or all liability.

They also have to work out what is financial liability and what is public liability.