DonRamsay

Ian, Probably makes most sense to start at CL 38 Powers of Directors. Cl 38.1 and 38.2 state the Directors' responsibilities and powers. Essentially, they are responsible for everything and may use all the powers of the Company subject to The Corporations Act and the Constitution. That is the case now of course. Cl34.1 is surely impossible to misunderstand. Cl34.4 compares with By-law 1 of the Current Constitution but has much more clearly defined requirements for the process to be sound i.e. the process "shall be consistent with those methods accepted by the Australian Electoral Commission or an equivalent body.". The Board does not have free range on this matter. The Board is also bound by the requirement to act in good faith and for the benefit of all members. I'd be amazed if anyone can find fault with the requirements for process. Cl 34.6 This is a common practice and will save RAAus the hassle and expense of by-elections. Anyone appointed must retire and face an election before the next AGM. Hard for me to know your understanding of these clauses. They seem reasonable and straightforward to me. Don

Rhys, This is a good one and a bit of a "chicken or the egg" question. Had me wondering for a minute. I think we all understand that there has to be a beginning and once-only transitional arrangements. These are as stated in the Special Resolution. That the President, Secretary and Treasurer of Recreational Aviation Australia Incorporated shall be the initial directors of that organisation on registration as a company from the date of effective registration of Recreational Aviation Australia Limited by the ASIC. Those directors shall cause an election to be called as soon as is practical, and in any case no longer than six months after the end of the 2015/16 financial year, to bring the board size to no less than five members. It seems clear to me that the election "as soon as practical" is intended to build the Board to a workable number with immediate effect. The rules of the Constitution apply to all subsequent retirements and elections.

Rhys, An AGM for RAAus Ltd in 2016 does not make much sense to me as the entity would only have been operating for a few months - hardly and Annual GM. What happens about the terminating RAAus Inc. is a topic the Board will consider at their Meeting in May 2016. There will certainly be audited annual financial results and reports from the Board.

5 is, for example, more than 2 and less than 7 Perhaps you missed it in the Special Resolution, they are not easy to read and comprehend. The answer to WHO is "the members of RAAus": "That the President, Secretary and Treasurer of Recreational Aviation Australia Incorporated shall be the initial directors of that organisation on registration as a company from the date of effective registration of Recreational Aviation Australia Limited by the ASIC. Those directors shall cause an election to be called as soon as is practical, and in any case no longer than six months after the end of the 2015/16 financial year, to bring the board size to no less than five members." True, and ably assisted by the CEO and the employed staff and bound by the Constitution. You may also have missed the bit where it says "Those directors shall cause an election to be called as soon as is practical . . . ". This is all about what is practical in the short run. You need a small number to sign the application for incorporation and kick it off. As you would expect from Directors bound by the Corporations Act to act in good faith and for the benefit of all members,we will be in "Caretaker" mode until the elections have been held. There will be no major shifts in policy other than executing the will of the members as written in the Special Resolution and the Constitution. Talk about "pressing so darn hard" what do you call that? I don't see that serving the members of RAAus for no reward of any kind is benefit or in any way imaginable "padding one's own pocket". When I spend several days working through over 200 pages of Board Papers and then get out of bed at 0400 to catch a crummy flight to Canberra and spend three nights over the weekend in Canberra with my days taken up with intense Board and General Meetings and get home at 2030 on Sunday evening I find it hard to describe as "padding one's own pocket". I find that crack totally offensive and would think that it would be fair for you to withdraw that comment as in breach of the site rules. I'm having difficulty continuing this "discussion" but I'll try to answer this factually inaccurate allegation for the benefit of the members. Firstly, in the current Constitution it used to require 5% of the Members (approx 500) to call a General Meeting. That was changed down to 100 members by a Special Resolution I personally wrote and put to a General Meeting. Without that change to the Constitution, the members would not have been able to demand the General Meeting that was held at Queanbeyan in 2013. We felt 100 was a reasonable number - too many for nuisance calls but not too many to address a serious problem. Anyhow, you do not need a General Meeting called by the members to move an ordinary or special resolution. You can do that at any General Meeting held by RAAus now and with the new constitution.

Under the Regional Representation model, there have been times when nobody nominated for a given region and the seat remained vacant. In some cases a member from another region has been nominated for a region that they don't live in - that was allowed by the old Constitution. Under the new Constitution, I don't think we will have trouble getting sufficient nominations from 10,000 members. Then we will actually have contested elections instead of somebody nominated by just two members getting on the Board without having to face a single vote by the members.

I haven't become any less thick yet.

Much of your post has been answered by others but I'll add a few more words below. It is worth restating here that the new Constitution gives the same right to the Board as exists under the old Constitution - the right to refuse membership. The difference is the the legally defined term "Procedural Fairness". The procedure must be fair and that includes having the right to go to the highest authority in RAAus - the elected full Board. A rejected applicant could ask CASA to intervene, could appeal to the Ombudsman, their MP, the Dept., and all the way to the High Court if they had very deep pockets - that may be a just bit fanciful but it still leaves a lot of room for appeal. The CEO has used eNewsletters very effectively. The Facebook page is there and is used however anyone wants to use it. And yes it is an effective marketing tool. Regarding participation on RecFlying, you can make your own assumptions why over a long period of time very few Board Members have posted here. Put the shoe on the other foot and see how comfortable it is. The fact is few do post. One of the reasons given by RAAus Board Members for not posting on RecFlying is that all members should have access to information provided by RAAus. When you look at it, we have about 10 active posters in the "Governing Bodies" section and some of those are not even RAAus Members. We have perhaps another 100 "lurkers" who are informed and influenced by it. Even if it was reaching as many as 1,000 RAAus Members, that is still a very small proportion of the membership being advantaged. The other 9,000 choose of their own volition to participate even at the lurker level. Some Board Members have in the past been very inactive regarding any form of electronic communication even with other Board members and Online anything is just not their cup of tea. Not all posters on Rec Flying are as articulate or open to intelligent debate as yourself, DWF, pmccarthy, DavidIsaac, Kasper, ColJones, FactHunter and a few more. Some Board Members have expressed their dislike of being bombarded with negativity and suggestions of improper motives and hidden agendas which does get very wearing and eventually results in them walking away. Some have been banned from the site being judged to have acted contrary to the Site's policies. No right of appeal there.

Thanks for taking the trouble David. I'll have a look at it and get back to you as soon as I can. I'm having a bit of difficulty keeping up with the traffic at the moment - not helped by my wife pulling the plug on the computer every so often so I'll talk to her.

Rhys, The service as a Director of RAAus Ltd for the initial Directors commences from the date of incorporation. All three will have equal service when the 2017 AGM deadline for retiring comes around. They will be the longest serving Directors of RAAus Ltd because the other Directors will have been appointed later following the election that is due before 31 Dec 2016. In anticipation of retirement, the two that retire will need to accept nomination to be a candidate for the "General Election" in the second half of 2017 - if they wish to continue to serve as a Director. I wonder if it counts as to who signs the application for incorporation first is the first Director appointed and therefore the longest serving of the three initial Directors? Not really, it will be a draw from the hat or one or two of of the three can volunteer to retire. Don

All true but that election will be to add 2 more Directors to the Board and there is no requirement for any of the initial Directors to retire as there will not have been an AGM for RAAus Ltd. the trigger for retiring under Cl 36.1(b) By 31 Dec 2016, The initial Directors will have served a maximum of only six months on the Board of RAAus Ltd and not faced an AGM. Agreed, the election process has to be completed before 31 Dec 2016 to build the Board up to at least 5 Directors. The first "General Election" will need to be timed so that the new Directors will be in a position to take office in accordance with Cl 36.4, at the end of the AGM, in this case, the AGM in Oct 2017. Regards, Don

Impossible to logically argue against unstated suspicions, Keith. The intensity comes from having struggled for 6 years to get RAAus on to a more secure footing. There were plenty of people who reasonably thought in 2012 that RAAus was weeks away from collapsing in a shambles. The Board managed to fail four CASA audits in succession and there were hundreds if not thousands of it craft grounded. But, all that was OK by you? Nothing needed to change? RAAus didn't need to reform? The need to reform is nothing new. You may recall that early in 2012, I made a submission to the Board that we form a Constitution Reform Committee to rewrite the Constitution. While initially approved unanimously, it was subsequently scuttled by the old guard and nothing happened until early 2015 (before I was elected to the Board this time). The point is, there was an urgent need for RAAus to become better managed and better governed. While some very capable people were elected to the Board since 2013 and have done a very good job of turning RAAus around, with just the old Constitution in place it could very well go back to the way it was in 2012- 2013 when those good people eventually move on. We need a new Constitution to lock in forever the improvements achieved over the last 3 years. Keith, If you list your suspicions I might be able to assuage them for you and show how the new constitution would better prevent them being realised. The new Constitution protects members rights far better than the old one. Where is the Members Charter in the old Constitution? Keep your suspicions to yourself and they are just ghosts that are untouchable.

Usually best to start with the CEO rather than a Board Member if you want quick answers.

Rhys, As we now know from the proposed Special Resolution, Mick Monck, Tony King and I will be the initial Directors who sign the application for incorporation, etc. We, via the Company Secretary (Michael Linke), will call for nominations and run an election before 31 Dec 2016 to take the numbers on the Board up to at least 5 but no more than 7. There will be no Executive on the new Board - no need with the smaller numbers. We will of course have a Board Chair elected by the Directors. The first AGM of RAAus Ltd will be held in Oct 2017 at which 2 Directors (longest serving) retire but may stand for re-election.

Neil, No. Getting kicked out of RAAus is an extreme measure. I don't know of anyone who has ever been kicked out although there have been at least two people in the past that I know were on the hit list of a former Board. Neil, the restriction is 3 terms not 3 years. Could be on the Board for 9 years. We do that now and will in future continue to do so. A good question. Look back over the years and you will see plenty of Board Members tried to maintain a presence on here but most went away after flack became relentless. Thanks Don

Casual vacancy has the ordinary English meaning - a vacancy created between elections by: the easy way . . . by a Director leaving the Board by resignation the hard way . . . dismissal by a General Meeting, or the really hard way . . . deceased. The plan as outlined in the Special Resolution is that there will be an election for RAAus Ltd held before 31 Dec 2016 to lift the numbers on the Board from 3 to at least 5. No appointments likely. RAAus Ltd will be incorporated on 1 Jul 2016 and must hold its first AGM within 18 months of incorporation = 31 Dec 2017. The first AGM of RAAus Ltd is likely to be in Oct 2017. At that AGM, two of the initial Directors will need to retire and may accept nomination to run again and face an election. There is no need for an Exec for RAAus Ltd because of the smaller Board. Not quite. See my comment above re first AGM of RAAus Ltd being Oct 2017 at which time retirements as prescribed by Cl 36 will operate. True but in Oct 2017 not 2016 The Board by majority vote.

Sounds like a hypothetical question and no sensible politician would answer a hypothetical. However, as I'm not a politician, just your 'umble servant, I can advise that the answer lies in reading plain English as plain English. I can't see how starting a competitor RAO to RAAus could ever be bringing RAAus into disrepute - unless you used false statements to slag off RAAus and thereby, literally, bring RAAus into disrepute. A Director of RAAus who formed or even attempted to form a competing RAO might have to look very hard as to how appropriate remaining a Director would be. This is not just a theoretical exercise because a former Board Member of RAAus set out to do just that while on the Board of RAAus. He did voluntarily resign from the Board but it was not in relation to his interest in an alternative RAO. I'm a strong believer that competition is a powerful agent for improvement. However, the cost and effort to set up an Administration function the size of RAAus would take, I'd estimate, an absolute minimum of $1 million and 6 months to a year before you could open your doors and accept memberships. Daunting.

Rhys, The Executive are the logical group to sign the initial incorporation application and I doubt you would want the entire Exec to disappear in the first year? Similarly for the entire Board - I think we need a degree of continuity and a degree of "fresh blood". No way I'll wait until 2018 to get off the Board. Don

Kasper, I agree with most of that but I'd like to stress that the motive for moving from the multi-regional representation model (get elected on the basis of your postcode) to a single region model (i.e. "Australia"): Under the ACT Act, Directors now cannot favour the region they were elected from and still won't be able to under the Commonwealth legislation; All aviation law is National with no regional differences; Members should be entitled to vote for all candidates;* Ensure that one vote has one value;** and thereby, have the most capable people available on the Board, regardless of their postcode. *We had the unfortunate situation in the last election in the SA Region where we had two excellent candidates in Barry Windle and Jim McDowall. Both are very capable and experienced people and would have made excellent Board Members. But, as SA only has one regional rep, only one of them could be elected. **The Regional Representation model is not one vote one value. Members in the less populous regions had a much smaller quota to get elected compared with, e.g., NSW or Vic. Don

Or Keith, here's an idea, try reading it and use your own judgement and just maybe, give the people who have worked so hard to pull RAAus out of the dark hole the old Constitution got us into - the benefit of the doubt - not the opposite.

That is so disrespectful! You really should be ashamed of yourself - like that's ever going to happen. Eugene has stood for election and been elected by members (not appointed himself) for something like 25 years. He's done that for not one cent of reward or other benefit. Runciman pushed him into the Treasurer role and refused to let him have any contact with me after I offered to do all the leg work for the Treasurer. Not Eugene's fault - he's a CFI not an accountant. Over a very long period of time he's served as a Board Member, a President and a Treasurer and has put more into RAAus than anyone other than perhaps Middo. Did I always agree with him? No, not always but there is no doubt that he put his heart and soul into it. To sit at your keyboard and have pot shots at a person not able to defend themselves without you ever, in my experience, doing anything positive in your entire time on RecFlying takes real courage. Maybe not? Gets a bit wearing after the first 7,187 negative posts.

RAA is a form of a company now. A company is a legal entity as an incorporated body. RAAus as an incorporated association is a body corporate. RAAus as a company limited by guarantee is a body corporate. CASA set up a competitor to RAAus when it introduced the Recreational Pilots Licence. However, they set it up in such a way that it has not been a very popular option. The silly medical and the need to employ a LAME has not done it any favours. Mostly, it seems it's been used as a replacement for the GFPT. For Trikes the option is the HGFA.

Thanks David for your frank and well written expression of your concerns with the draft Constitution. What the Special Resolution simply says is that the current By-Laws (without change) transfer as soon as the arrangements are in place for RAAus Ltd to exist. The reference to "until altered or varied in accordance with the replacement constitution" means that the By-laws remain as they were in RAAus Inc until the Directors of RAAus Ltd alter or delete them. The " in accordance with the replacement constitution" simply states the bleeding obvious - that Directors of RAAus cannot make or amend a By-law so that it is in conflict with the Constitution of the day. The power to create By-laws (that do not conflict with the Constitution or Corps Law) does not need to be separately recorded in the Constitution as Directors have, by virtue of CL38.2 the full powers of the Company to govern all aspects of the Company's activities. By-laws are nothing special. They need to be thought of as simply a Board Resolution that applies to a given situation as long as the Resolution is not amended or deleted. If the Board passed a Resolution that "on the next Tuesday, the garbage is to be taken out" that is a simple, one-off Resolution. If the Board passed a Resolution that "the garbage is to be taken out every Tuesday" then you have what amounts to a By-law. A rose by any other name . . . Definitely not an afterthought but a legalistic way of saying something that could have been said in much plainer English that lawyers seem incapable of. I look forward to seeing exactly what it is that you feel could be better about these Clauses. But, a couple of brief comments by guesswork. Clauses 6 “Objects” No apology for these being phrased very broadly. They are intended to be enabling rather than restricting. Most companies set their objects as broadly as possible. Clause 12 “Classes of Membership” The important thing to remember here is that no member can have their rights reduced. Clause 14 “Membership Approval” This was originally faulty in not having to give reason for a rejection. Now a reason must be given and there are tight time frames imposed. Denial would be extraordinary on recommendation from CEO and agreed by the full Board. Clause 17 “Dispute Resolution” Able to be modified by the Board but within the requirement for "procedural fairness" (special legal meaning). RAAus will not be a copper. Actual disciplinary action would be rare as it has been in the past. Mostly advice on how to avoid repetition of error. Clause 54 “Member’s Charter” and the charter itself Charter able to be amended by Board but within the restriction that no member may have rights reduced. Over to you, Regards Don

OMG Nong, that is an awfully pessimistic view of your volunteer Board Members and hardworking staff. Is there nobody in the world that donates a considerable amount of time and effort other than for personal advantage? "entrenches the position of" Does the opposite . . . sets a max term that Directors can stay on the Board without having to get a 75% vote from the members to serve longer. At the moment Directors can stay on the Board forever if they get enough votes or nobody stands against them. Also, the new Constitution exposes Directors to the wrath of ASIC rather than the toothless tiger of the ORS. "enwealthens, it's officers" Directors are unpaid volunteers. I have yet to work out how anyone can get a benefit from being on the Board - not that I'm seeking one. In my limited experience all you seem to get is dissatisfaction and once in a while thanks. And then they vote you back on the Board. I suppose we should be grateful? Don

Can't say I'm slow even if only now I finally figure out what you were referring to. I wasn't on the Board at the time that matter blew up (exploded!) and appreciate you leaving it to RIP now as it was never to my knowledge proven to be the case and cannot be defended. Board Members should be crystal that they do not speak for RAAus. Only the President (representing the agreed Board position) and the CEO (in consultation with the President) can present themselves as representing RAAus. Don

David, Thanks for your comments on the value of a Company limited by Guarantee formed under national law versus a Company formed under the law of a single Territory (the ACT). I agree with virtually all your comments including the regrettable apparent lack of responses to Kasper. That will be looked at in the debrief of this process to see how that could have happened. RAAus gets that approval through the transfer of all of RAAus Inc rights and obligations to the new body. Everything transfers including the members and all their rights such as Pilot Cert and endorsements. RAAus Inc is "born" fully clothed and developed not as a newborn naked infant. That's the law. New Members will be able to indicate on their membership application form that they will or will not accept Notice by electronic means. I agree and am confident that there are no show stoppers but that's just my understanding. It is the ordinary duty of every member to all the other members to advise anything they see as "show stoppers". There is the same provision for RAAus ltd as there is for RAAus Inc to amend any aspect of the Constitution. One ordinary member can do what I did (25 times) and propose a Special Resolution to repair an issue they see as being in need of repair. It takes the same 75% majority to pass as the transfer to the new form of incorporation. If it is a sensible proposal then it will get the support required. Don