TK58

Rod is being somewhat disingenuous here. He knows very well that Board member contact details are published in Sport Pilot.

I'm sure if RAAus came up with a way to provide free aircraft to everyone with no strings attached there would still be people on this forum complaining about what a lousy job RAAus was doing. The Tech Manual is out for member consultation NOW. The 6 month phase in period is the time for members to digest the manual and let RAAus know what works and what doesn't. At the end of the 6 months if changes are required they will be made. So don't just have a whinge on here. Write your concerns or suggestions for improvement down and send them in. In regard to stage inspections, they are required by SAAA as well (so it's incorrect that they've been abolished in GA) and they are not that onerous. All that's required is to get another person with a L1 (i.e. an RAAus owner/maintainer authority) to look over the work. It is NOT a requirement to get an Amateur Built Inspector to do stage inspections. Is anyone seriously suggesting that a first time builder getting all the way to final inspection without anyone else having looked over their work at various points is a safe approach to amateur building? Very few people would actually do that. Nearly everyone would be showing it to their mates as the build progresses. All that's required is for one of those mates to have an L1 ( or higher) and the requirement's been met. As for Frank's concers in relation to instrument calibration, the requirements haven't changed. All that's changed is the new Tech Manual is much clearer about what the requirements are. Is it perfect? Of course not, there will always be room for improvement. But improvement will only come from members providing constructive feedback to RAAus, not just having a whinge with their mates.

RAAus's position on giving out members' details is driven by the collective wishes of the members (who by and large don't want their details disclosed) and the requirements of the Privacy Act (which says that personal information may not be used for any purpose other than the purpose(s) disclosed at the time the information was collected except in response to a lawful request from an authority - for example CASA or a coroner, or if the person concerned gives explicit permission). RAAus believes members should pay landing fees and any other charges they may incur. However providing contact details to airfield operators in order to facilitate debt collection is not part of the role of RAAus and members repeatedly indicate they don't want their details made available. Having said that, Part 149 will require the RAAus aircraft register (and HGFA and ASRA, etc.) to be public the same as the VH register. So change is coming.

In response to a few points raised in this thread over the past few days: There are two factors behind the drop in member numbers. A couple of years ago we stopped including non-flying members in the count. That reduced the count by about 700 as I recall. Secondly, we have seen a steady decline over recent years of about 300 per year. The reasons for this are uncertain however it's probably safe to say some of our major issues of the not so distant past (e.g. registration debacle) and the economy are both factors. Addressing this decline is a focus of both the Board and the CEO. Member numbers have not been kept secret - they've been reported at every General Meeting I've attended and discussed at every Board meeting. RAAus has never had a marketing strategy until now. At its meeting last weekend the Board approved a marketing budget and strategy designed to arrest the decline in membership and promote growth. This is something the CEO indicated he wanted to pursue when framing the budget for the current year (this time last year) however the Board made a decision to focus on the major changes already in progress including the systems modernisation project, the new Tech Manual and the updated Ops Manual. Now that those projects have come to fruition we now have the capacity and the foundation to pursue growth. As Andy has pointed out, we don't have the resources to run with every good idea all at once. RAAus does not restrict free speech. Members are free to hold whatever opinions they wish and to express them wherever and whenever they wish. They are also free to agitate against the decisions and directions of RAAus if they wish. However when dissent turns to misrepresentation or personal abuse a line will be drawn. One of the key responsibilities of the Board, the CEO and all the staff is to protect and enhance the RAAus brand. That should be something the members want as well. It's a brand that's taken a beating in the past, perhaps fairly so, and I have no doubt that underlies at least some of the membership decline. Part of protecting the RAAus brand is to address misinformation and misrepresentation. Don't be holding your breath waiting for anyone from RAAus to apologise for that. Three Board members voted against the SR to adopt a new constitution and form of incorporation, not six as some have claimed. No Board member voted against anything to do with the new Constitution in any Board discussions prior to the General Meeting. We are not starting a new organisation. We are changing the form of incorporation of our existing organisation which will remain and prosper. All the contracts, liabilities, members, staff, obligations and assets of RAAus remain unchanged. It is true that members are now exposed to a downside risk of $1 each should the organisation ever be wound up. But think about this; how likely is it that the organisation will ever be wound up and, if it was, how likely that an administrator or liquidator would spend the money necessary to pursue every member for $1? The cost of calling in the guarantee would far outweigh the amount that would be recovered so it won't happen. It's true that the organisation will be overseen by myself and two others until we have an AGM later this year. So what's changed? Mick Monck, Don Ramsay and I have been overseeing the organisation since the October Board meeting last year. Prior to that it was Mick, Jim Tatlock and me since the May Board meeting last year and so on going back. There's nothing new in the Executive overseeing the organisation between Board meetings - that's what the current constitution mandates and that's why this was chosen as the transition strategy. What is new is that for the past 2 or 3 years the Executive has actually been paying attention and doing the job with diligence. That will continue. As will a spirit of openness and transparency. There are some things that must remain confidential, however if you want to know something ask any of us. If we can't tell you for reasons of confidentiality, we'll at least give you an honest explanation why. Criticism of the President and CEO travelling to flyins and other gatherings to meet with members has been unfairly characterised as campaigning for a YES vote at last weeks's General Meeting. They've been attending flyins since the decision was made to not hold NatFly in 2016 - long before the new constitution was drafted. NatFly was a valuable opportunity for the staff, CEO and President to meet with members. But it was only once per year and support for the event was declining. The current approach has given several times more members the opportunity to meet face to face with the leaders of our organisation. What will the criticism be going forward now that the 'campaigning for a new constitution' has ended?

I have seen both sides of the correspondence in question. There was definitely no request or requirement for secrecy so far as RAAus is concerned.

Kasper, be careful accusing me of dishonesty.

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.

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.

Setting aside that you've contracicted yourself in the first paragraph, your basic argument seems to be that we should have set this whole thing up with an immediate board headcount of seven? You're entitled to that opinion, as are others who share it. Personally I'm not opposed to having a Board of seven and, as far as I know, neither is anyone else involved in this process. But whatever the number it needs to be soundly based on a rationale that benefits the organisation. It's not sufficient to just say "because Ian Baker and others think that's a good number". How does it benefit RAAus to have a Board of seven rather than say five? What downsides might there be? Do the benefits outweigh the downsides? The decision was made that the new Board should have the opportunity to consider that and act accordingly. And there has to be a transitional arrangement. The approach that's been adopted is to have the Executive of the day (which is elected by the Board) be the initial directors and require them to hold an election to increase the numbers as soon as practicable and not longer than 6 months after incorporation. It's certainly true that other approaches could have been taken. It's also likely sections of the membership would have objected to those as well.

Ian, the fact that RAAus is presently an Incorporated Assosication does NOT mean we are not governed by the Corporations Act, we are. We are in fact presently governed by both the Incorporated Associations Act (ACT) and the Corporations Act (Cth), which is why we have to report to both the ACT and the Commonwealth regulators. We are listening, but what I'm hearing is that you want us to take advice from people who clearly don't understand the relevant law over that of the legal experts who have been working on this for over a year? Am I hearing you right? As to the argument about numbers, once again you clearly do not understand the new constitution. Members do have a right to have seven directors if the members decide that's the magic number.

That's just nonsense. The Board minutes have been published promptly after each meeting and are available online at https://members.raa.asn.au/governance/the-board/meeting-minutes/. Likewise any resolutions that have been passed between meetings. The Board also has not held an in camera session for at least the past 2 meetings, so there's nothing that was on the agenda that's not in the minutes. And unlike times past, the voting record is published for each resolution. Any member can attend Board meetings as observers. Typical attendance by members ranges from zero to one. I'm guessing you are not the one person who turned up last time.

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.

What an outstanding demonstration of the fact that some people are entirely resistant to facts and logic. Where is your evidence that behind the scenes unilateral decisions have happened in recent times? I'm certainly not aware of any. What is the basis for your suggestion that the Board is not operating transparently? Is it because we haven't published transcripts of every discussion? Perhaps you've forgotten what it was like a few years ago when the minutes of Board meetings were published months after the meeting (if at all) and the organisation's financial reporting to members consisted of nothing more than a couple of photocopied pages handed out at a general meeting with no explanation? Had you ever seen a strategic plan from RAAus before last year? You'll be pleased to know (if you care to read the document) that there's no three person executive in the new constitution. In response to your suggestion that there's been a lack of openness and transparency in relation to the changes to the constitution I can only conclude you've been asleep for the past 18 months.

Ian, what is the factual basis for your claim that RAAus does not utilise this site as a source of member opinion? As I said earlier, we do. We just don't treat it as the only source.

Ian, are you suggesting that unanimous support is required before this thing can be put to a vote? That anyone's ill-informed (or even well informed) opinion should be allowed to derail the process? As in most aspects of life, it's important not to let perfect become the enemy of good here.

Ian, you seem to think the membership of this forum is representative of the membership at large. I don't share that view. The members of this forum are more active but also in general more negative than what I (and other Board members) encounter elsewhere. You may think we don't take the views of this forum into account, but I can assure you we do. We just don't accept that the views expressed here are the last or only word on any particular subject. Representing all the members involves getting input from as many sources as possible then making a decision. It doesn't mean bending to the wishes of any group just because they make the most noise. Cheers, Tony

All directors will be directly elected under the new Constitution. The initial three directors will step down and face an election (if they wish to continue) in successive years - one in year 1, one in year 2 and the third in year 3. This is to ensure continuity. Incidentally, all of the current Exec members were re-elected last October and still have 17 months in their term. So two of the three initial directors of RAAus Ltd will be up for election either before or no later than when the existing cycle would have seen them face election in any case. And the third will face election a year later than otherwise would be the case.

Section 11(iv) of the current constitution states: "The President, Secretary and Treasurer shall form the Executive of the Association and shall be responsible for all matters relating to the affairs of the Association whenever the Board is not meeting and, subject to any decisions of the Board, shall make all the decisions necessary in relation to the Association's business and shall act in the case of emergency." That certainly looks like running the organisation between Board meetings to me. Yes, there is a Board forum that is used to discuss and vote on any policy matters that arise between meetings. However there are many interactions between the Executive and the CEO that don't involve the full Board for a variety of reasons including that they don't require a policy decision to be made, they need a rapid decision to be made, or the CEO simply needs some guidance. The Executive doesn't run all decisions past the Board before acting, for the same reason the Board doesn't run all decisions past the members before acting. What would be the point of having an Executive if it couldn't act independently? The Executive is required to act in accordance with the policy direction set by the Board, and to report to the Board; just as the Board is required to act in accordance with the wishes of the membership as a whole and is accountable to the membership as a whole. And in practice the current Executive does refer anything of significance to the Board beforehand when possible, and as a priority otherwise. But it is in no way a lie to suggest that the Exec is running the organisation between Board meetings.

Folks, here's the email Mick Monck sent the Board on this subject last night. Mick has approved me posting this. All, I’ve been made aware of an email from a board member that is doing the rounds and contains misleading information that is nothing short of lies. I remind everyone that they are bound by the law which states: “A director or other officer of a corporation must exercise their powers and discharge their duties: (a) in good faith in the best interests of the organisation; and (b) for a proper purpose” I cannot possibly imagine how misleading members could be consistent with this. The full text of the offending email is attached minus the name of the person who sent it. Selected parts are quoted below with the correct, factual information. I urge everyone here to read and understand the text of both the current constitution along with the new one before commenting on any aspect of it with members. To do otherwise is a clear indication that you do not understand your obligations as a board member and simply reinforces the need for reform. “Regional Board member representation will be lost if the proposed constitution is introduced. There will be no local Board member, no one to call, no one with any ability or authority to effect change, and no one to work with local authorities on any matter that may affect RAAus. This is not not (sic) a step forwards.” LIE Members can and will continue to be able to contact board members, office staff, etc. under the new constitution. To suggest that this will not be the case simply because someone lives in a different postcode is patently false. Only this morning I was involved in conversations with several members from WA and the CEO and staff are in constant contact with members from around the country. I can only imagine this statement was made to protect the interests of an individual board seat and not the interests of members in general. The board will continue to be able to effect change and there will always be channels of communication. Read the newsletters and magazine articles that have been published, we’ve been talking about this for months. “If passed at the meeting, the current Board will be removed. The new Board will consist of only 3 persons (The President, Secretary and the Treasurer) until elections are called to top up the new Board (to a minimum of 5 persons). This action does not represent good governance of our organisation and should not be supported.” LIE This is maintaining the status quo. That is, the executive which consists of three people currently runs the organisation for six months at a time. If maintaining this is indeed poor governance then it simply serves to highlight that we need change. “In terms of accountability, the proposed constitution reduces the minimum number of general/board meetings that members can attend from the current two (23iv) to 1 each year. The first AGM under the new constitution is proposed to occur in October 2017. The current executive will not face any election for an additional 18 months term (on top of their current term) which raises the issue of having a self nominated executive moving to paid positions with no accountability in terms of an election until October 2017.” LIE Read the special resolutions and the constitution. The constitution states (cl44.2) that “The Directors shall meet face to face on not less than two (2) occasions in any calendar year” which allows for more than two if desired or needed. The third part of the special resolutions state that once the new structure begins operating that the old by-laws will apply. The by-laws state that “Observers may attend Board meetings”. Thus the statement that members can attend less board meetings as observers each year is false. “The Board will be reduced from 12 to a maximum of 7. This was proposed as a way to save money. The current RAAus Board is made up of volunteers who meet together twice a year, the new Board will be paid positions and meet as often as they chose - there will be no cost savings.” MISLEADING The new board will not be paid positions by default. The members may elect to pay the directors but this is entirely up to them and must be done prior to any such payment being made. See cl40.4 – “Prior to any payment being made under Clause 40.1 the amount proposed must be approved by a resolution voted on by Members.” “An individual or incorporated body can become a RAAus member (11.2) yet only members who are natural persons shall be eligible to vote (29.0). This represents a poor policy position and is clearly unfair. All members (club, school or private) who are financial and are bound by the rules of the organisation should be entitle to a vote. Also all members should be able to bring resolutions forward should they so wish. This will not be the case as defined in the new constitution (27.1). If you are an RAAus club or flying school and you pay the required membership fee, you should have the right to have your say and a vote.” MISLEADING This implies that there is an erosion of rights for members which is untrue, there is no change whatsoever. Ironically, giving corporate members a vote would be an erosion of ordinary members rights! Under the current constitution corporate members would be considered as Affiliate Members which, under cl2(i)c(ii) are not entitled to “hold any office of the Association and shall not be entitled to vote”. Not only is this not poor governance but if it was, the author of this email has once again reinforced the need for reform in order to correct the so called poor governance that has pervaded our history to date. Moreover, the author has practiced extremely poor governance by not declaring their interest in this issue. By being a current flying school operator and an aircraft importer they have significant material interests in this issue and should have declared this when debating the issue and seeking to gain additional rights from which they would benefit. “The proposed constitution states (17.1) that RAAus shall have the right to “discipline” its members. Our new constitution should be a reform document. We really do not need this provision included in the constitution in the way it is, particularly when the Board and RAAus members have not signed off on what the disciplinary powers will be.We have no need to follow CASA along the path of defining every mistake as a breach of the regulations, and that every breach should be punished with a penalty.” LIE Under Part 149, which the constitution is designed to be compliant with, we do need provisions for discipline. The astute reader would note that the section is titled “Dispute resolution” as we believe that not every issue requires discipline but nonetheless, it is required under the new regulations. Moreover, any dispute resolution is better than the current option which is to either ignore any responsibility and risk the wrath of the regulator or simply expel the member in question. In either case we risk the members rights being eroded. Is that what we’re trying to do here? “With the current RAAus membership, 100 members will be the minimum number of members needed to call for a general meeting. Realistically future constitutional amendments by members will be difficult to achieve, due to the number of supporting RAAus members required to make a change. The bar remains set too high.” LIE There is no change whatsoever here. The old constitution has an identical requirement and this has not changed. Compare cl23(ii) from the old constitution – “The Board shall, on the requisition in writing of the lesser of 5% or 100 Members, convene a general meeting of the Association” – with cl18.2 from the new constitution – “If at least one hundred (100) Members or 5% of the membership, whichever is the lower, [the Directors must call a meeting]”. Furthermore, cl27.1 of the new constitution clearly states that “any current Member with voting rights may give: (a) written notice to the Company of a resolution they propose to move at the general meeting”. In other words, a single member can propose a special resolution at any general meeting. “A further restriction to future constitutional reform will be in place with at least 75% of the votes cast by members required (para 65.0) to pass a special resolution. Allowing the current proposal to proceed with a plan to “fix it later” will be a challenge due to the high acceptance required for any future amendment.” LIE This, once again, is not true. There are no further restrictions placed on members. The Corporations Act defines a special resolution as “in relation to a company, a resolution of which notice as set out in paragraph 249L(1)© has been given; and that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution”. S249 details the contents of the notice and requires that 21 days notice be given. Under the Associations Incorporation Act special resolutions are treated in cl20 which states that a special resolution must be passed at a meeting “being a meeting of which at least 21 days notice” and that it must be “passed by at least ¾ of the votes”. Anyone who is up to speed with their obligations under the law and the current constitution as well as being familiar with the new constitution will quickly see that there are no further restrictions. It is extremely disappointing to see that a board member has flagrantly ignored their fiduciary duties, displayed such a lack of integrity and blatantly misled a portion of the membership. Although I don’t expect that such a person would do the honourable thing and retract their comments with a detailed explanation of why the comments are false, I would urge them to do so nonetheless. Regards, Michael

Rod's recent contribution on this subject (post #150) contains many falsehoods and distortions that Don has ably dealt with (see post #166). At no time has Rod raised any of these 'concerns' at a face to face Board meeting, on the Board forum, or via email with the Board, the Executive, the President or the CEO. This is not a case of a Board member going public because their views have been shouted down or otherwise stifled by the Board. This is someone who has made no attempt at constructive engagement on these issues and who thinks it's OK to undermine the process he voted for. That's not how effective change should be undertaken. Just to be clear, I have no issue with Rod (or anyone else) holding a contrary view on the constitution or any other subject. However peddling falsehoods to promote such a view is not the sort of behaviour we should expect or accept from any Board member.

Agree completely. We DO NOT want the Board getting hands on in the business - we've seen how that turns out. But directors do need to have a sound understanding of the functions that are performed by the business and how an organisation should operate - how else can they effectively oversee the CEO and the senior managers? That doesn't mean all directors need to have years of university and multiple degrees. A post-graduate education doesn't guarantee someone will be an effective director, although it does increase the likelihood. Similarly, a lack of education doesn't mean someone won't be an effective director. But all directors do need to have acquired the necessary skills in some manner, and the corporations law doesn't distunguish between those with and those without any particular training or qualification when it comes to assigning liability in the event of problems. All directors are equally and individually liable if things turn bad. Vision for the future is important, but it's not sufficient. Like it or not, RAAus is a business - a not for profit business that exists for the purpose of furthering the members' interest in flying for fun. Sound business management at all levels of the organisation is necessary to ensure long term viability of the enterprise, and that means having people who know what they're doing - including at director level.

Not sure why you would think that. The current board is the most capable we've had for a number of years, but that's by luck rather than design. What we're trying to do now is put in place a system to take the luck element out and ensure that future boards will always have teh required capabilities. Of course the performance and capability of individuals varies - it's rare indeed to find someone who is strong in all the areas a board needs, which is why boards are made up of several individuals. The proposition that the entire board should step down suggests you don't see any value in maintaining stability and continuity in the leadership of the organisation. Such a view is misguided. There is absolutely a need for stability and continuity on the Board. Gradual turnover of the board, as proposed in the new Constitution, addresses that need whilst still delivering renewal over time. The members have already populated the board with people to lead RAA forward. That's what the current board is - 13 people elected by the members to lead the organisation. Apart from compeltely undermining any possibiity of an orderly transition, how would what you've suggested be any different from what the current board has been doing?

The arguments for changing the form of incorporation are basically that there is administrative duplication in the current (incorporated association) approach and, since the Constitution needed a complete rewrite in any case (to address multiple issues - size of the board, disciplinary process, increased flexibility in a number of areas, etc.), it was decided to seek legal advice on the most appropriate form of incorporation as part of the exercise. That advice was that a company limited by guarantee is a better fit for the nature of RAAus' activities.

Yes, and that's one of the key issues we face. Winning a popularity contest (or a no contest in the case of more than half the board) is no way to be confident the board will have the necessary skills. We're not talking about the committee of the local aero club or SAAA chapter. RAAus is a multi-million dollar business and flying instructors (who by and large are good people and have dominated boards past and present), or others with the profile to win a popularity contest, don't necessarily have the right skills. They know a lot about flying, and the board needs some of that, but it needs a whole lot more including business finance skills, legal knowledge and understanding, risk management, policy development, strategic thinking, etc. At the same time, we need a system that still gives the members control over appointments to the board and the power to remove non-performers. By defining a skillset, calling for nominations from members who have those skills and then putting all the nominees up for election by the members, the new Constitution strikes an appropriate balance between ensuring we have a skilled board and ensuring the members have control.

Haven't been to most of the other capitals either. That's because we've been targetting flying gatherings likely to be attended by RAAus members, and those tend not to be in places like Sydney (or Brisbane, or Melbourne). We have been to airfields within a couple of hours drive of most capitals. And face to face contact is not the only way to get a feel for the mood of the membership on various issues.