David Isaac

I'm driving down to SA Eyre Peninsular to visit my son, daughter in law and grandkids this week and going to the Airshow. Any one on here going and like to catch up?

 

 

Doesn't look too easy to get out of. Nev

That is always my fear in a low wing bubble canopy Nev. Wouldn't want any flames!!!

 

 

A resolution put to meeting of members under the notice provisions of the constitution cannot be amended at the meeting; It either succeeds or fails. That is why you need to put carefully considered resolutions with good explanations with due notice if you expect them to be understood clearly and passed by those present or by proxy. Put up a bad resolution that doesn't have good support or good explanations and watch the proxies come out of the woodwork and rightly so.

 

This is particularly so when you propose a special resolution to change the constitution or an organisation's rules.

 

 

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.

NO ... because I don't have time, I am supposed to be finishing reports and invoicing before we go on a holiday to Sth Oz tomorrow and if Shirley catches me on this forum I am dead meat . LOL.

 

 

The problem is that the Constitution as written allows a member resolution under 27 and 28 after the 21 day notice period and SPECIFICALLY allows for that communication to members to be at the cost of the member putting the resolution forward - it is impossible to read our Constitution as requiring 21 days for ALL resolutions and have any legitimacy to the clauses 27 and 28.In addition the fact that from a procedural timing point of view the 21 days for Member Resolutions TO RAAus AND the 21 days FROM RAAus to members creates an impossibility WAS noted to the former board on the draft and I was ignored.

 

And the fact that the 21 days FROM RAAus to members can't be complied with on the 21st day due to weekends is also a problem noted to them and ignored.

 

What SHOULD be in there is:

 

Member resolutions to be communicated at RAAus cost to member should have

 

1. a requirement that RAAus notify the members of the call for them 48 days before the meeting

 

2. all resolutions to be with RAAus 26 days before meeting

 

etc

 

All of this if properly stepped through would have avoided the situation where for admin reason (in part) the board are ignoring the Constitution.

Agreed,

So lets draft some resolutions to fix it.

 

 

Yes, I did read the following.The clause I quoted clearly points out how a request, which is not in time for the 21 day Notice point, is to be handled.

The applicable resolutions sent out with the Notice of Meeting would be those in hand at the Notice send out.

 

As someone mentioned earlier, you have to get a Notice of a Meeting to know there's one on, and you may well decide to submit a resolution in response to something in the Notice.

 

You can do this via clause 27 right up to the meeting to the end point where the Company can no longer reasonably deliver the resolution(s) to all members prior to the meeting.

I don't think that is correct Tubz. Neither is it fair or equitable to not give ALL members 21 days notice of any resolution especially if it involves significant issues and I think you will find the 'model rules' require a company to give all members 21 days notice of a resolution no matter what the individual constitutions state ... not to mention Corporations law.

You should not read clause 27 in isolation of clause 21.

 

 

Where will I find the proxy paper¿

33.4 An appointment of proxy (proxy form) must be in the form prescribed by the Company and must be signed by the Member appointing the proxy and must contain:

 

(a) the Member’s name and address

 

(b) the Company’s name

 

© the proxy’s name or the name of the office held by the proxy, and

 

(d) the meeting(s) at which the appointment may be used.

 

 

 

33.5 The proxy form must be delivered to the Company at its registered address or the address (including an electronic address) specified in the notice of the meeting and must be delivered to the Company at least 48 hours before the meeting.

 

 

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.

 

 

Clause 27 from the Constitution says:"27 Members’ resolutions and statements

 

"27.1 Where the Company has called for resolutions, 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 (Members’ resolution), and/or (b) a written request to the Company that the Company must make available to its Members a statement about a proposed resolution or any other matter that may properly be considered at a general meeting (Members’ statement).

 

"27.2 A notice of a Members’ resolution must set out the wording of the proposed resolution and be signed by the Members proposing the resolution.

 

"27.3 A request to distribute a Members’ statement must be given to the Company at least seven (7) days prior to a general meeting and set out the statement to be distributed and be signed by the Members making the request.

 

27.4 Separate copies of a document setting out the notice or request may be signed by Members if the wording is the same in each copy.

 

"27.5 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.

 

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

 

"28 Company must give notice of proposed resolution or distribute statement

 

"28.1 If the Company has been given a notice or request under Clause 27: (a) in time to give notice of a proposed Members’ resolution or a copy of the Members’ statement to Members with a notice of meeting, it must do so at the Company’s cost, or (b) too late to give notice of a proposed Members’ resolution or a copy of the Members’ statement to Members with a notice of meeting, then the Members who proposed the resolution or made the request must pay the expenses reasonably incurred by the Company in giving Members notice of the proposed Members’ resolution or a copy of the Members’ statement. However, at a general meeting, the Members may pass a resolution that the Company will pay these expenses." Source: Constitution of Recreational Aviation Australia Limited.

 

(a)

 

In the Meeting Notice, did the Company call for resolutions in accordance with Clause 27?

 

If so, then 27.1, 27.2, 27.3, 27.4, 27.5, 27.6, 28, 28.1 apply

 

 

 

If the Company did not call for resolutions, then the member is covered by 27.6 which notes that Clause 27 does not limit the right that a Member has to propose a resolution at a general meeting under the Corporations Act.

 

 

 

There are no 21 day limits mentioned here, just 7 days

 

(b)

 

If it isn't practical for the Company to include the resolution details with8ing the 21 day time limit for announcing the meeting then 28.1 (b) kicks in; the resolution is distributed before the meeting.

 

"28 Company must give notice of proposed resolution or distribute statement

 

"28.1 If the Company has been given a notice or request under Clause 27:

 

(a) in time to give notice of a proposed Members’ resolution or a copy of the Members’ statement to Members with a notice of meeting, it must do so at the Company’s cost, or

 

(b) too late to give notice of a proposed Members’ resolution or a copy of the Members’ statement to Members with a notice of meeting, then the Members who proposed the resolution or made the request must pay the expenses reasonably incurred by the Company in giving Members notice of the proposed Members’ resolution or a copy of the Members’ statement. However, at a general meeting, the Members may pass a resolution that the Company will pay these expenses."

 

I don't see any room in that to refuse to accept a Member's written Notice.

Talk about thread drift ... LOL

 

I assume you didn't read the following ... my underlining ...

 

21 Notice of general meetings

 

21.1 Notice of a general meeting must be given to:

 

(a) each Member entitled to vote at the meeting, and

 

(b) each Director.

 

21.2 Notice of a general meeting must be provided at least twenty-one (21) days before the meeting.

 

21.3 Notice of a general meeting must include:

 

(a) the place, date and time for the meeting (and if the meeting is to be held in two or more places, the technology that will be used to facilitate this),

 

(b) the general nature of the meeting’s business,

 

© if applicable, any resolution that is to be proposed and the words of the proposed resolution, and

 

(d) a statement that Members have the right to appoint a proxy.

 

 

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.

 

 

Very damn sad. What is it with our country and manufacturing?

 

 

Your quote only applies to pre-1972 aircraft. Even then, given a choice of a possible uncomfortable pitch down and bending the airframe I would risk a slip.

Where is the risk? But you are wasting your time if you have 40 of flap to use, just dive the bastard, easy to do without exceeding white arc.

 

 

 

Weight makes a big difference in that type of maneuver. I suspect it wouldn't be at all difficult to exceed flap limits in a later model 172 with only 30 degree flaps when fully loaded. There are also many aircraft with low flap limits so it's not a good habit to teach without some consideration for the specific model.

Sure but a 30 degree 172 might just slip, but I haven't tried it and white arc speed rules apply no matter how you fly. The Auster has a 56 KIAS flap limit speed, gotta be careful with those old girls, but they slip beautifully anyway without flaps. After all they are just a bigger faster Cub.

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.

 

 

Did you get a chance to compare that response to the current constitution?

Yes,

And the 21 days notice of a resolution is a definite requirement of the new constitution and the Corporations Law AFAIK. The fact that falls on a weekend means the Board cannot provide the required notice to members unless received on a business day in time to get the resolution to members. Its is unfortunate the new constitution is sloppy in this area, so it needs to be fixed.

 

 

Coljones. What you say in upper case may be correct in theory, but it doaesn't seem to be working in practice. the constitution is being ignored by the board and i think the members are being similarly treated.

Yenn,

Again with respect, the constitution is NOT being ignored by the Board. The Board believe they have acted in good faith on behalf of all members, read their response to Bull.

 

 

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.

 

 

(Lyle) David I often slip without flaps. I would consult the POH if I could find one, but I doubt it would help; the standard D9 didn't have flaps. My little "D-918" is so heavily modified that I rely on the experience of the broader flying community.

Yes well I wouldn't slip a modified aircraft on approach if flaps had been experimentally added, I'd maybe try it at plenty of altitude wearing a chute ... you are almost in test pilot mode doing that with modified aircraft.

DJP has just pointed me to the 172N POH which states "Avoid slips with flaps extended" which I have just found under 'Placards'; interesting there is no other detail on slipping in the limitations section like there is for spinning etc. I had it demonstrated by my instructor who let me do it to show me it was a waste of time with 40 out. I must admit I never experienced any buffet of any kind but certainly ran out of rudder and the slip was more of a skid when compared to what I have done in Cubs, Citabrias, Drifters and Austers.

 

 

Suggest that you read earlier posts in this thread for discussion re wots in the POH about sideslipping the 172s ...

I guess I better ... LOL. All I know from experience under instruction is that side slipping a 150 or 172 with 40 down is a waste of time and diving is more effective.

 

 

I had heard ppl say don't side slip a Cessna with full flaps because you lose authority in the rudder and elevator due to the flaps being such big barn doors hanging down blocking the air flow

Not true buddy, however if you are talking about a 150 or 172 still with the 40 degree flaps fitted, side slipping is less effective because the rudder doesn't have enough authority to hold the aircraft in a significant slip. You will never run out of elevator authority in any Cessna I have flown. I'd imagine the ones with the STC reducing flaps to 30 degrees might slip better, just haven't tried. In any case when you have 40 degrees of flap on a Cessna, you don't need to sideslip, just point the nose down steep and stay within the white arc (pretty hard to exceed with the barn doors down), and you will go downhill like an elevator and when you round out, the drag is so high the speed reduces very quickly.

I was once told to not slip with flaps extended. Haven't found anything to explain why.

Not so Lyell, but always read the POH. The Citabria and Auster slip beautifully with flap down. It just gives an extra dimension to sink rate

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.

 

 

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 ...."

 

 

Why not have it correct to start with?KP

I agree, but I think you mean as correct as possible ... nothing is 'correct' first time that is why there are provisions for change within the constitution. A constitution is a dynamic set of rules that changes as needed and agreed by the members. When there are 10,000 members the differing opinions can be interesting. But the test is fair and equitable for the members and within the restraints of Corporations Law.

 

 

David.Just a point which is not considered anywhere in all thes posts.

If a registered document is altered in any way that document has to go through all the accepting and registering process again as it is for the purpose of the exercise a new document.

 

Hence that will a another colossal task.

 

That is my reason for having it correct before registering the document.

 

KP.

Keith, IT has NEVER been a colossal task. It is a simple straight forward task we have done it many times with the old constitution. Re registering a constitutional change is a simple administrative process carried out by RAAus management the same as for all other changes such as the annual change of directors..

 

 

The problems were high lighted early in the process. There was a long time before the voting happened to correct the constitution and no interest was demonstrated to correct the problems.As I have said here many times have the planning correct before we start on the journey none of this correcting on the trip.

KP

Keith, Constitutions are NEVER set in stone. Our last one had many changes. It is not unreasonable to change ours as needed and it is NOT a major process. The members should just stop bitching and put up the appropriate changes. But put up balanced and proper resolutions or they will not succeed.

 

 

.... Was also some pretty harsh accusations thrown around too.

Agree and if rational heads had been held we could have discussed this in a more constructive manner. However, in fairness to Kasper, this issue has highlighted the constitution needs amendment to tidy up some clearly confusing clauses. The members should stop bitching about it and put up constructive resolutions for the change. We have done it many times before and it is a relatively simple process if you hold a rational head.Michael's letter explains the dilemma and even though the constitution appears to imply that a member resolution can be put to members with less than 21 days notice, I don't think Corporatuions Law permits less than 21 days notice to members of any resolution and rightly so. Corporations Law will always override our constitution. That in fact may have been part of the legal advice.