DonRamsay

This is part of an initiative to get a handle on how well we keep our logs. From it will come options for training. RAAus has adopted as a principle that if you are having a go but make an honest mistake, you won't get into serious trouble. If you want to get into proper strife you have to be clearly doing the wrong thing knowing it is wrong.

Bruce, that is unfortunate to say the least. As a part of the modernisation of office systems we are looking at how we better manage correspondence from initial acknowledgement of receipt through to finalisation. Sounds like that needs a push along if you are not even getting an acknowledgement of receipt. Don

That's a question better directed to the Tech Manager. I fly a couple of aircraft type that operate in both RA and GA . If I get notified of an AD from Tecnam or The Airplane Factory I am certainly not going to treat it as advisory.

That certainly is the corporate plan. If we did go back to the bad old ways then, under the proposed reforms, the directors responsible would want to be very sure that they have acted in good faith and done the best for all the members. Otherwise they just might get a tap on the shoulder from ASIC who carry a very big stick. You might be asking the wrong person here, Bill. If it were up to me, I wouldn't send out any reminder notices. Just a waste of money to my way of thinking. RAAus ove the years has spent tens of thousands of members dollars sending out reminder notices. Try 10,000 pilots memberships p.a., 5,000 pilot BFRs p.a. , 3,500 aircraft regos p.a., hundreds of ASIC card renewals. This function has been automated and emails sent to people with registered email addresses and a lot of this stuff is readily available from the Members Portal oh, and then there are those pesky plastic cards with renewal dates. How hard can it be? Have you sorted this out with the Office yet Bill or are you going to have the same stuff-up again next year as well? You may not have noticed but RAAus does not write CAOs but it is obliged to ensure members are following the regs otherwise CASA jumps all over RAAus. RAAus does not write the regs. I can't comment on those issues for legal reasons. RAAus did all that was possible to make sure everyone at CASA from the CEO on down was very well aware that RAAus objected vehemently to the "Instrument" as having been issued without just cause. Jabiru now seem to prefer that it is a matter between them and CASA. When you go for years without quality governance and management why would you not run into deficits? And yes, the Board was held accountable. Have you forgotten about the extraordinary General Meeting at Queanbeyan where the Board were called before the members to give account for having overseen failures of 4 successive CASA Audits that resulted in hundreds of aircraft being grounded for lengthy periods? Poor record keeping and poor supervision of decision making contributed to the poor state of RAAus records. Do prices for anything ever stop increasing? A large component of your Pilot Certificate fees is to cover the Insurance. Have you noticed any insurance policy prices coming down in the last ten years or so? The current Board has invested hundreds of thousands of dollars on modern information systems to improve productivity and member facility. We have fewer staff in the office now. Board and other costs are being trimmed. The reform agenda will see big savings that will be passed on to members. I'd say about 75% of the members who read it online for free. Thousands of non-members who can read it for free are probably pretty happy and may be encouraged them to take up our sport. The couple of thousand who pay for the printed version get value for money. Why should I pay higher fees so you can have an expensive magazine when I prefer the electronic version? That's your view and you are entitled to it. My experience is that the CEO is doing a great job cleaning up the mess left behind by earlier failed CEOs. He is handling a workload that is extraordinary. In my long experience, he is one of the most capable executives that I have ever worked with. And I agree that "the problems of the past should have been picked up by those in charge and rectified" - but they didn't and the members with their apathy allowed them to get away with it until the Queanbeyan General Meeting made it very plain to the Board that they had to improve or be sacked by the members. Happily almost all of those Board Members are no longer on the Board. CASA said when they introduced the RPL that the Recreational Pilot Cert was the equivalent of the RPL and set up a process for a minimal amount of formality to swap and RPC for an RPL. However, the RPL allowed recreational pilots to fly aircraft up to 1,500 kg MTOW and, with the appropriate endorsements and suitably equipped aircraft, access to CTA. RAAus is not seeking a "weight increase" we are requiring CASA to keep to its word and make the RPC and RPL truly equivalent. RAAus is requiring CASA to prove that any restriction that they have on our flying has a genuine safety case to support the restriction. It is true that we are clawing our way out of the worst period in the history of RAAus . It may seem like it, but we didn't get into that deep mess overnight. It took a decade or more of bad decisions and poor supervision to get into that state. And the organisation was allowed to deteriorate because 80% to 90% of ordinary members took no interest in what was happening at Board level. They didn't want to know about the "politics" they just wanted to go flying.

Geoff, thanks for writing this it is helpful in understanding why a person I think is a considered thinker comes to the a conclusion different to, until very recently, a 13 person Board that's been working on this for the last 18 months. This is a matter of judgement and experience counts in forming judgement. I respect your judgement and I guess we'll have to agree to disagree on this one. I'd be interested in the causes of the failure you mention - might help RAAus to avoid a similar fate. I, personally, could never support RAAus remaining an Incorporated Association under the ORS. Well, one thing is for sure that we've never, in my experience had a 13 active member Board. Apart from the fact that some are just happy to carry the title "Board Member", the three person Board Exec has a delegation from the full Board to act for the Board between the two face-to-face Board Meetings. The Exec does 95% of the governance and top level decision making. Under the reform, we would typically have 5 Board Members involved in every Board decision. Again though we get back to a matter of judgement. Yours, for good reason, says 7, some others have argued for 6 and some say 5. Then there is the idea that we start at 5 and go to 7 if there is some demonstrated need to, or advantage in having 7. Under the reform proposal, 5 to 7 not 3 will be the norm. Without the reform, we will remain an organisation that is run mostly by just three - the Exec. Personally I'd be comfortable with 5 or 6 or 7 but remaining at 13 with postcode voting is, for me, the stuff of nightmares. Again, I guess we will have to agree to disagree Geoff, the Constitution is already some 67 Clauses long. The disputes/disciplinary procedure is about that size again. The Members Charter is not a small document. Jam all these into the Constitution and it starts looking like a Sydney phone book. By tripling the size of the Constitution document the one certain thing you would achieve is that most ordinary (sane) members will never look at it. They would have difficulty knowing that the Members Charter and Disciplinary/disputes procedure were even in there. I could accept the Members Charter requiring a Special Resolution to be amended and that requirement could be seen as an enhancement of Members Rights. If anything, I think it too early to have our first ever Members Charter being that inflexible. Perhaps with a few years experience with a Charter we would be in a position to do that but, at the moment we don't have one at all. What we do have is a badly worded constitution that is better suited to a bridge club than a 10,000 member aviation body. (Strictly speaking there is only one Special Resolution sub-paragraphs were numbered to make it easier to reference what part of the SR you were talking about.) Thanks again Geoff for taking the trouble to set down your concerns so coherently. In the end, I keep coming back to the worry that we could be stuck, indefinitely, with no reform because we can't get agreement to do any reform. The indefinitely could become a very long time because if we fail to achieve it this time the desire for reform could just fade away and we'll be stuck in the mud. But, that's the democratic process and we must all accept the outcome or else it is just chaos.

How about Maintenance Log Books? ADs up to date, servicing recorded, etc.

Perfectly legit to ask for clarifications but I imagine Tech Staff would get tired eventually of people who haven't studied the manual asking them what's in it.

Why do you need to ask what might or might be in the Tech Manual, Keith? Surely, since you know the Tech Manual and comply with everything in there you would KNOW what is required - or not. I know, don't call me surely. Don

Thanks Jim. There is a fellow who is one of the bravest people I've met. Despite the unrelenting hostility he faced early in his term he went on to be a very good Treasurer. It was from Jim that we got the first decent Financial Reports out of RAAus after absolute rubbish reports. Jim was at the centre of the near perfect storm that took RAAus within weeks of winding up and it was Jim and one or two others that pulled RAAus, kicking and screaming, out of the poo. Jim knows the current Constitution better than most if not all who post on here and had a hand in the proposed constitution. He is easily in the best position to know if it is worth saving the current constitution or if we needed a rewrite and whether the proposed constitution meets the needed reform and is fair to members.

Have a good one! Don

Bruce, I don't understand why you'd address this question here when the only people who can give you a reliable answer are at RAAus. Just give Jared a ring and ask him. He's a very reasonable fellow and he can give both the legal basis for the request and the policy thinking behind it. Unfortunately, not everyone keeps their paperwork as up to date as is required and RAAus would be negligent for not having a checking process. As far as I know, RAAus does not issue any kind of penalty (CASA's job) but, if your paperwork was not up to date they would ask that it be brought up to date and explore as to why it wasn't so that they can better understand our ordinary members. I would guess that a request to see the paperwork would be enough for most aircraft owners to ensure it was up to date before sending it in. It would be interesting to know the reason behind the incredible cynicism expressed above but I think I can guess - the calamitous result of 4 failed CASA audits of RAAus paperwork and the grounding of RAAus aircraft until the paperwork was brought up to date. No way RAAus would ever want to end up in that situation ever again.

Bill, it may not be a fair comparison but compare (in your own mind) RAAus under Michael Linke and Mr Tizzard. Almost from the day ML walked in the door things started to happen. Consider the balls he has in the air at the moment: Constitution, Members Charter, Disputes procedure, a Board Meeting, a General Meeting, a brand new, ground up Tech Manual, a significant revision of the Ops Manual, a submission to CASA to equalise the MTOW for Rec Pilot Cert and Rec Pilot Licence and, another submission to CASA for access for Rec Pilots to CTA. That's a workload that would kill a brown dog and yet ML is ploughing through with less staff. Consider a CEO tasked with getting just an Ops Manual rewritten. Four years later . . .

Absolutely no need for any apology for caring Ian. As we all know, RAAus got into strife because not enough members cared enough. As long as we stick to attacking a viewpoint not the person with that viewpoint the mods should let us go at it which is how you have the site structured now. The discussion on here has put the flame to the belly on several positions I've argued and conclusions I've reached. At times it gets a bit wearing but it has been for me a useful process for clearing my mind. I have no objection to anyone holding any view they like. But I will always step up and counter an argument that contains factual errors and there by a false conclusion. I will also attempt to persuade people with the logic of my conclusions. No doubt I have occasionally lost it on here and then calmed down and apologised. I can think of probably 3 occasions on this thread alone. I've given, I think a detailed explanation as to why I, personally, would vote to start with 5 directors so I won't repeat that other than to use it as an example of how decisions like that have to be made. The way this argument has gone is fairly typical and the opposite of "not listening". Typically, somebody expresses a view that they would like to see us start at the maximum number of 7, perhaps because they have fear of concentration of power in the hands of a few. We then have a discussion that may run to thousands of words. One says 13 is too many and dilutes power to the extent nothing ever gets done or it takes forever and costs too much to get anything done. Somebody argues for 3 as being most effective and cost efficient. Somebody else likes 6 because of the numerology advantages - it is an even number and works well with the fact that 2 directors retire at each AGM and directors terms are a max of 3 years. Somebody else likes 5 because if you start at 7 it will be too hard to go to 5 once you have 7 on the Board. In the end, somebody has to make a decision - should we start with 5, 6 or 7? This is where the members who were elected to make decisions come into play, the Board Members. So, a decision is made. Not everybody is going to like the decision especially if the answer is 5, those who thought 6 or 7 were better numbers. The Board "enjoys" limited powers delegated to them by the members via the Constitution. But, ultimate power rests solely with the members. If you don't agree with the decision of the elected officials, you, as a member can: vote the elected officials out of office if you can persuade enough fellow members to vote that way and campaign to have a member elected who likes your number better. This is of course not a quick solution. And could take a year or two to achieve if the membership generally preferred your number. you can propose a Special Resolution to require your opinion, say 7, to be both maximum taking all discretion in the matter off the the Board. This can be quicker and takes just a proposer and a seconder to get it on the agenda of a general meeting - either normal, scheduled general meeting or one you and 99 mates call. It could take between 1 and 3 months. This may appear a trivial matter to be going to a special General Meeting about as RAAus is not going to fall in a hole whether it had 5, 6 or 7 Directors on the Board. But it is typical and the same logic applies to the other issues you raise as examples where opinions of individual members contributing here differ from the proposed reform. What you say is "a defensive view being taken by the board", i.e. defending a position, could also be seen as offering an explanation as to why that position was adopted, the logic behind it, and countering false assumptions and clarifying factual or legal errors that underpin a counter position. Surely you aren't suggesting that the person whose decision is being criticised should just roll over and agree to whatever is put to them by another poster? In a reasoned debate, both sides state their position and the facts and logic that support their decision. Then both sides test the other side's logic and facts. Then it's just a matter of weighing up the arguments and agreeing one position or the other or agreeing to differ and move on. A reasonable discussion is not demonstrated by one person putting forward the basis of their decision and the other side saying you are wrong, we are right and you should listen to us and change your position to ours. What I said could be better was the process of rolling out the drafts to the members, not its fundamental direction. Everything can always be better but it is almost, by definition, impossible to achieve perfection. As you move from very good towards perfect, there is a diminishing return. To get from ordinary to good doesn't take a huge effort. To get from good to very good takes a lot of effort. Getting from very good to perfect usually requires infinite resources with no guarantee of ever getting there. Near enough is not good enough but we must not lose a very good reform for the sake of striving for unachievable perfection at the cost of yet more delay and more expense.

You may have noticed that I'm having a little trouble handling the pace and keeping up with all that is written here and providing responses in real time. I hate to see stuff written that would benefit from clarification and doesn't get it leaving people with misconceptions. There is one concept that needs clarification and that is elections and when directors take up their position. There are some things that appear to conflict especially: the direction from the SR that says the Board must ensure an election is run before the end of calendar 2016 and the Constitution that says that elections are triggered by the need to replace directors whose term expires at the end of an AGM and that the first AGM has to be within 18 months of start-up. It is not unarguable but I still believe that the Special Resolution is a one-time variation on the Constitution in the startup phase and that the directors elected under the SR to bring numbers up to a minimum of 5 can take up their appointments as soon as the election has been declared. This has nothing to do with By-elections or casual vacancies. This is a one-off election not triggered by an AGM as is the general case thereafter. It would be illogical to think that the directors elected because of the direction from the SR can not take up their seats until something like 12 months after they were elected because the first AGM doesn't need to happen until 18 months after start-up. Rhys (and possibly 01rmb) suggested that a solution would be to have an AGM for RAAus Ltd in 2016 at around the usual time (Oct 2016) and the election of the extra directors declared at that AGM. They would take up their appointment at the end of the AGM in Oct 2016 with no clash with the Constitution provisions. Having an AGM for RAAus Ltd only a couple of months after incorporation would seem a bit odd but is doable. Of the three initial directors in office at the beginning of that AGM, one would have to retire but could be available for re-election if they desired to nominate. The downside to doing things that way is that, of the Board that was in office with RAAus Inc., as few as two would still be in office after the Oct 2016 AGM, and that could represent a risk to continuity and "corporate memory". Not the end of the world though. Don

We need to remember that the Board is a governing body in charge of policy and overseer of Corporate Strategy and to a lesser extent tactics. Broad based skills are required rather than specific specialist skills and experience. For example every director must be able to read financial reports and understand the implications of what's in the reports. That cannot be delegated to a Board member who is a CPA. A volunteer director could not reasonably be asked to prepare formal legal advice or take a matter to court on behalf of RAAus. If RAAus is in need of legal advice, you need to know enough about law to know what questions to ask the law firm assisting and whether the answer you get is the answer to the question you were asking. You do not need a law degree and admission to the Bar to be on the Board of RAAus. Chances of getting a Spencer Ferrier on the Board of RAAus would be close to zero. The Board has no right to require a particular skill of a candidate. The election process is intended to give voters an idea of generic director skills not specialist skills. The Board could publish a statement that the Board did not have a lot of skills in the area of aviation engineering but cannot dictate that a candidate must have that skill to be allowed to stand for election to the Board. Don

Kasper, if you have a look at s82 of the Inc Assoc Act, the process for morphing from Inc Assoc to company limited by guarantee is enabled. There is zero legal doubt that all of RAAus Inc become RAAus Ltd. The members, all assets, liabilities, contracts, staff, members, everything that was RAAus Inc becomes RAAus Ltd. The contract RAAus Inc had with their legal advisers becomes novated so as to be the same contract with a slight change of name. RAAus Ltd can sue for failures to RAAus Inc. as if RAAus Ltd was RAAus Inc. Sorry for reiterating all that, I had posted that before, I'm sure. Who knows what thread that was in . . .

Geoff, I agree "perfect" is unlikely in any endeavour and where a free democratic vote is involved . . . . but I believe we can do much better than we have in the past. Starting with five directors will give the Board an idea of the skills they have on deck and the skills and/or experience that would enhance the Board's capabilities. Directors do not need to barristers or CPAs. It certainly wouldn't be a disadvantage to have one of each on the Board but not essential. What is more useful than a "one trick pony specialist" is a number of directors who have a cross section of skills. For example, all directors should be clear about how to read a balance sheet and P&L statement. They don't have to be able to prepare one just have experience of interpreting the numbers into a picture of the soundness or otherwise of the corporations finances. As I see it, two things have to happen to get a sound, capable Board in place. We have to get capable candidates to stand for election; and We have to give voters the information that enables them to make an informed choice. We can't make anyone stand for election and we can't make voters choose the best candidate. But, we can all get off our butts and have a look around amongst our friends and fellow club members and find people who would make a good candidate. We could try and persuade them to accept nomination and offer to help them with campaigning. We can also all try and get a much greater percentage of our members to give up on their complacency (sounds better than apathy) and vote. Or, we could all leave it up to somebody else and then you will probably be right with "inconceivable". Having every member, regardless of where they live, able to vote for any candidate, regardless where they are from, is likely to give us a better result than happens now when a Board Member is "elected" unopposed or wins with a tiny percentage of members voting. With just the two Board positions contested in a given year, it is extremely unlikely that we will have a shortage of candidates. At the moment we frequently have only one candidate for one Board position. Sometimes we have had zero candidates for a Board position. With an election statement having to have reference to a generic list of preferred skills for a director of any corporation, it is reasonable to expect it won't be just a "beauty Contest" / "popularity poll" but a genuine considered choice by voting members. Many election statements in the past just quote years of experience as a pilot as their main claim to become a director. Perhaps for the first time, members will have the basic information on which to make an informed choice and that has not always been the case over the last 10 years or so that I know of. And potential candidates will have a generic list of knowledge and skills that would make for competence as a director. Many members now don't vote because they don't know the candidate and their election statement provided no incling as to whether the candidate would make a good director. Geoff, if it is not too annoying for you, could you succinctly list the particular issues you have with the draft Constitution and I will respond with whether we can agree or agree to disagree. Regards, Don

Could you have a look at my response to Ian on this question. I've tried to set out a balanced discussion and, to the best of my ability, I think that, in that discussion, I've answered the thrust of your question. Don

Ian, Can we please settle this Corporate versus Association once and forever? The facts are: RAAus Incorporated is . . . a corporation - formed under an Act of the ACT Parliament. RAAus Limited is . . . . . . . a corporation - formed under an Act of the Commonwealth Parliament. What you can and can't say in your constitution in both cases is defined by an Act of Parliament. Neither is more or less flexible just the penalties for a director who breaches his duty is much more severe under the Commonwealth Act . Because RAAus currently operates outside the ACT, it has to be registered with both the Commonwealth and the Aus Capital Territory. Please, can we not have any more suggestions that somehow we lose some flexibility by being a Company Limited by Guarantee. If you really want RAAus to be set up as an unincorporated Club then all the members will need to accept UNLIMITED LIABILITY. Clearly, the reason for incorporating is to obtain protection for the members by invoking LIMITED LIABILITY. That great benefit, bestowed by the respective Act of Parliament, comes with conditions that are not avoidable. If anyone does not get that then they should not be considering a stint as a Director of a Corporation regardless of what act, of which parliament the corporation is incorporated under. I am very happy to listen to members but I am obliged not to act on the advice of members who do not appreciate applicable law. I'm no legal expert and we don't have any corporate lawyers on the present Board so we do what a prudent director does and seek the best legal advice available - and listen to it. Critically, we act on that advice. We do not dismiss their advice and act on the advice we heard from less qualified people who happen to be recreational aviation pilots. I think you would agree, Ian, that there is clear support for Board numbers to reduced from 13 to around half that number. I have not heard one coherent argument against that - and I have been listening. Should the number be left at the initial three directors? It would certainly make for a very efficient and low cost Board but members may feel that might be too few Directors and I'd agree. We can use a bit more diversity of views and range of skills than is likely to be available from just 3 amateur pilot/maintainers. Five is a workable number to start with and the Special Resolution of the Members agrees with that and requires that as soon as is practically possible, the initial Directors will cause an election to be held to achieve at least a five person Board. It would be reasonable to expect that to have happened by the end of the AGM in Oct 2016. While the initial 3 Directors were not directly elected to RAAus Ltd, they were elected by the people who make up the initial members of RAAus Ltd. and made the initial Directors by the same Special Resolution that made all the members of RAAus Inc the initial members of RAAus Ltd. The Constitution that is created by the Members' Special Resolution sets a maximum of 7 directors and I think most would agree that that is a practical maximum. Beyond 7 and we would have more directors than managers plus assistant managers and that would be just too many chiefs . . . So what is the right number and does it really make that much difference whether it is 5, 6 or 7. Well, it could. If we started with 7 you could never know for certain whether 5 might have been the right number. And, it would be practically difficult to impossible to ever to go down to 5 once you have 7 on the Board. So, who/which members will be in the best position to work out whether five is enough or not enough? How about the five directors that have been democratically elected by the members. They will have worked on a five person Board at RAAus? They should know. And, if the members decide that those five directors are wrong and it should be 6 or 7 then all it takes is for one member to write a motion for a Special Resolution and get one other member to second the motion and send it to the Secretary who is obliged to put the motion on the agenda for the next general Meeting or AGM. It is very clearly not up to "just 3 people" and it troubles me that you could come to that conclusion when the facts are so clear.

I'm not sure what the problem is about Board numbers. Their appears to be little or no support for having 13 Directors in a corporation with just 15 employees. BHP might find it useful to have 14 Directirs but their business is a bit bigger and more complex than ours. The draft constitution could not be clearer. Min of 3. If numbers fall below 3, the remaining directors can do nothing but increase the number to three.We start with three initial directors (same number as the current Exec). The Special Resolution directs the Board to lift that number to a min of five ASAP. The Constitution allows a max of seven. Not too complicated. There is currently a 3 person Board Exec that is deputised by the full Board to govern between the two face-to-face Board Meetings each year. Like it or not this is the way RAAus was set up decades ago, back in the last millennium. Under the new constitution there will be a Board that starts with what was the Exec of the old Board. Their first job is to arrange for an election to build the governing committee (the Board) up to a minimum of 5 directors and a maximum of seven directors. All directors will participate in the governance of RAAus all year long so, under the new constitution there will be fewer directors in total but more directors engaged in governance over the whole year. The Costitution requires the Board to use its judgement to decide whether the right number is 5, 6 or 7. To my way of thinking the answer is just a matter of what works best.

There is no problem with an even number of directors. The Chair does not need a casting vote. If a motion does not get majority support it fails.

And myself. Can we park this for a day or two? I want to look at your preference for an RAAus Ltd AGM in Oct 2016. Could make for a much cleaner transition and eliminate a lot the concerns I've previously expressed. I'll get back to you in a day or so. Thanks for persisting!

Ian, Corporations Law does not allow that whether as an incorporated association and even more so as a company limited by guarantee. Every Director is required to fully inform himself/herself on every aspect of the corporation. Yes, it might be nice to have some of these sorts of specialists but it is the CEO who needs to embody these skills. The Board is there for governance not to run the business day to day.

Frank, If you have a read of the Special Resolution you find the answer.

Rhys, I really have to go and do something else soon but allow me to assist you with this last one. "Secretive" is a bit strong I think. At the 2017 AGM, two Directors must retire - being the longest serving Directors. The Directors who were elected (not appointed) can serve up to three years from the date they were elected or, as it turns out, in terms of satisfying the rule that two directors must retire at each AGM. There is no requirement for them to retire on the same basis as any Director who was appointed to fill a casual vacancy. All Board Meeting Minutes including Board Resolutions in those meetings have been published to the Members within 7 days of the meeting as is required by the Constitution. There has been a long and practically wide consultation on the total rewrite of the Tech Manual (V4.0) . It is on the Agenda for the May Board Meeting. The Ops Manual revision is not as far advanced but has had exposure to CFIs. It was discussed at the Oct 2015 Board Meeting and will be again at the May Board Meeting.