DonRamsay

Kasper, It would be unfortunate if you "stop posting here on the topic." because your contributions have provoked explanations that as far as I can tell you have now accepted, e.g. legality of transfer of documents between Inc and Ltd such as email Notice agreement. If I am wrong and you have continuing specific objections they are still very much worth discussing even if you are successful in killing off the reform agenda because, if you are correct, clearly we would need to fix those issues before re-submitting for member approval of a revised document. Don

David, This is taken care of via the Special Resolution which in part refers to By-Laws of RAAus Inc being transferred to RAAus Ltd. If you think of the nature of a By-Law, it is just a standing Board Resolution. Consider By-Law 5 (below) for example. The instant that RAAus Ltd comes into being this By-Law will apply to RAAus Ltd the same as it did for RAAus Inc. The Board of RAAus Inc or Ltd could pass a Board resolution to allow observers at a particular Board Meeting. Or, it can state the Resolution as attendance at all Board Meetings. In the latter case the Board Resolution stands over time (not for just one instance) and is reported as a "By-law" for convenience. The Constitution of Inc and Ltd both require that any By-Law does not contravene the Constitution just the same as any Board Resolution can not override the Constitution. David, I would be happy to review your list and I am confident I will be able to clarify the issues and law on any of the matters that may be concerning you. Please don't leave it too long. Please consider what we are trying to achieve: a Board with a sensible number of Directors instead of having as many or more Directors than paid staff; having everyone have the right to vote for all Directors not just one from their region. better supervision of Directors actions by ASIC instead of ORS so we don't fall back into the calamitous state of 2013 requiring another AGM to sort out. less cost and admin because we would report only to ASIC. a coherent document written specifically for RAAus instead of a hacked around version of the "model rules" of the Incorporated Associations regulations. a national body under modern national legislation not the antiquated ACT legislation. The only reason this is being done is for the benefit of all members of RAAus - there is no other agenda. Thanks Don BY-LAW No. 5 OBSERVERS AT RA-Aus MEETINGS 1. Observers may attend Board meetings (except in Section 3 below) provided: a) Observers who hold and produce the proxy of a member must be members. b) Observers must not electronically record the proceedings of any part of the meeting except with the approval of the meeting. c) Observers will be required to leave the meeting when a majority vote of the meeting resolves that the meeting be held "in camera", or the Board resolves to go into Committee of the Whole. d) Observers will at all times refrain from questions, comments, or disruption of any kind, during the meeting. e) Observers will be subject to the same provisions of confidentiality as board members. 2. Failure of an observer to comply with this By-Law may result in the removal of that observer from the meeting or discipline under the provisions of the Constitution. 3. Observers are not permitted to attend any specialist sub-committee meeting where matters of a confidential nature may be discussed. 4. Section 3 does not limit the rights of members to ask to attend all or part of any such meeting nor for the specialist sub-committee to call members to attend part or all of such meetings.

Kasper, Allow me a more considered, less emotional response to your suggestion. Perhaps if this is your only concern, I can persuade you to vote in favour of the Special Resolution? In any case I would very much appreciate your consideration of the following and your conclusions once you've had a chance to go through it. The legal advice we sought and were provided can be summarised as follows: We have a special resolution to form a company limited by guarantee. We apply to the state based authority to transfer to the new structure. The new structure begins operating. All contracts, agreements, etc. apply to the new company as though it was the same entity. This applies to members as well as there is a contract between them and the company/association which is binding on both parties. Perhaps my shorthand term of "scratching out" was less articulate than it could have been. I this you would agree that if it didn't work like this then no organisation could ever change its form of incorporation? I do hope this puts the matter finally to bed but if you have legal advice to the contrary or can show that the advice we have is wrong, please advise. Don

No. Thanks. On the subject of the proposals to be voted on at the General Meeting on 14 May 2016, I have assiduously read the many thousands of words that have appeared on RecFlying and I have posted thousands of my words in reply. Despite the flat out insults of "incompetence" and much worse and insinuations that somehow the Board is trying to put one over to benefit themselves, directed at me personally , I think there has been substantial useful comment both ways and from all sides of the argument. I would hazard that 99% of my comments have been reasonably polite. Occasionally, when provoked, I have lost my cool but usually recognise that and apologise. I am only human. Everyone who understands the structure of any corporation like RAAus Inc., would appreciate that, while I am presently a member of the Board, my comments on here can only be my personal view and not the views of RAAus. Obviously, I have no authority to speak for RAAus or the Board as only the President or the CEO can do that. As we all know, RAAus has been calling for responses to the proposals since before the October 2015 AGM and that there has been an intense period of consultation over the last 6 weeks in particular. Some useful amendments have been suggested and on balance most have been accommodated. Could the consultation process have worked better? Yes, of course it could. Has the consultation process been a quantum leap forwards compared with any other matter related to RAAus over its history? I think that it has been. For instance: The two-way broadcast of the Q&A session at Bundaberg was a first. The eMail newsletters another first. Had the Office not been buried in an avalanche of work on this matter plus V4.0 of the Tech Manual (its biggest ever rewrite), V7.1 of the Ops manual and the submissions to CASA to lift the MTOW and to gain access to CTA, responses to suggestions would, I am sure, have been better. The broad thrust of these reforms came out of the very unhappy experience that you and I worked hard to bring to the attention of the then Board of RAAus, then to all the members of RAAus and to the Office of Registry Services. I had proposed some 25 amendments to the current Constitution as I thought at the time it was fixable. I tried that approach and, in the end, have admitted it was not successful. In all that time, nobody else stepped up to the plate to do it better. None of the thousands of members of RAAus who are more capable than I and not one of the critics on here were prepared to have ago themselves. The Board led by Mick Monck, Tony King and Jim Tatlock (a Board of which I was not a member) with the assistance of our CEO and the best aviation legal brain in Australia came up with the current proposal. It has been subject to rigorous review by a specialist lawyer to ensure it complies with Corporations Law. The proposal provides for a more efficient and competent Board but does not change the Purpose of RAAus and does not change the fact that Directors are elected by the members. Their is no reason why any member should feel that they have less involvement because they are a shareholder of a corporation formed under federal Law than when they were a member of a corporation formed under an ACT Act. RAAus reason for being remains unchanged. It will be better governed in the long run and it is very unlikely it could degenerate into the shambles that RAAus was under the present constitution and "supervision" by the ORS. The proposal does up the pressure on Directors to be on their game. Directors of RAAus Ltd will be unpaid volunteers as they are now. While there is a provision for the future for Directors to receive compensation for their governance work, remuneration requires the approval of a General Meeting. The Directors can not just award themselves a salary. Don

Keith here is what your mate Myles said about the Constitution proposal at Bundaberg last October in the Q&A session that followed the AGM and was broadcast to the world: Seems Myles thought we were on the right track. Don

Kasper, I'm happy to accept the advice of the lawyers RAAus engaged and if they've got it wrong then there is always professional indemnity. And, if it is wrong, then I'll be happy to resign in your favour if you're prepared to stand and do more than just bang away at your keyboard. Don

Putting it simply, RAAus Inc morphs into RAAus Ltd with no effect on the members. As a member of RAAus Inc you can simply scratch out "Inc" and substitute "Ltd". All records are transferred to RAAus Ltd as if you had always been a member of RAAus Ltd. The records of RAAus Inc. will become the records of RAAus Ltd. If that were not the case, I would be voting NO!!!!! I wonder if you were also expecting to be re-sitting all your Pilot Certificate exams and re-doing the flying hours necessary to qualify for your RPC and endorsements? Or were you hoping those qualifications just might retain their validity in RAAus Ltd.?

I am unaware of which you write.

Kasper, Can you help me with references to things you've read that support that conclusion? Thanks Don

Not sure I understand this jetjr - is there a typo in that post?

Ian, I had a crack at doing it piecemeal over a number of years and in the process proposed some 25 Special resolutions. What we ended up with was starting to look like a patchwork quilt and still had many defects. The reason I kicked off the first Constitution Review Committee in 2012 was because I had read the constitution and thought it looked like it had been written as a High School project. I agree that it is difficult for the average member to get their head around such a big change. I've been at constitutional reform for years and it took me several days of intense work to go through the draft. I came up with pages of questions and suggestions for changes. All were accepted or a good reason was given as to why the suggestion should be declined. I was very happy with the hearing I got and had no issues outstanding at the end of that process. This big change will set RAAus up for many years into the future. I expect big changes in the future like the higher MTOW and access to CTA that could swell the RAAus membership. Problems with administration in the other RAOs could see further expansion of RAAus. I'd like to see RAAus on a professional footing that will be hard to wreck compared with the soft target RAAus was back in 2010. It will still be open for any member to do, as I did, and propose a Special Resolution for a change they think is required.

Not sure I follow you here Ian unless you are commenting on the entire process from conception to the vote on 14 May. If this is what you meant then I can agree with impunity because I was late to the party. However, I know I would not have done it any better than it has been done. RAAus recognises that it has to become much better at change management than it has been in the past. The major changes coming soon in the form of the Tech Manual and Ops Manual revisions are close to the end of the project but RAAus is very keen to get much better at how these changes are managed in future. I believe that the process used over a number of years on the Tech Manual has been better than we've ever done in the past but we are determined to do it much better in future. One thing is for sure and that is that it will be much more readily managed with a smaller Board than it has been with 13 on the Board. Don

There was zero input from RAAus and RAAus was unaware of the document until after its release. The RAAus Board Member who signed did so, no doubt meaning well but perhaps without being conscious of the implications of his mentioning that he was a Board Member of RAAus. AOPA have been asked to remove the reference to RAAus Board Member from the Eureka document. The RAAus Board Member who signed the Eureka document is well supported at elections because he is a very able person with more aviation experience than perhaps anyone in Australia still flying.

Sorry Ian, I've mislead you. The By-law 5 that I was referring to I should have clarified is the By-law 5 that currently exists for RAAus Inc and will be transferred to RAAus Ltd in the Special Resolution proposed for a vote at the General Meeting on 14 May: "That Recreational Aviation Australia Incorporated adopt a new form of Constitution in the form circulated with the notice of meeting and placed before the Meeting and signed by the Chairman for identification; until altered or varied in accordance with the replacement constitution, the by-laws of the organisation shall mutatis mutandis apply. " This says that the By-laws that exist now will apply in RAAus Ltd exactly as they apply now. The right to attend a Board meeting now will be exactly the same and does not change. "mutatis mutandis" is a cute Latin phrase you may not have come across. I couldn't remember what it meant so looked it up. In this context it simply means that as soon as the arrangements for the formation of the new company are in place, the old By-laws will apply with equal force in RAAus Ltd. No change to the members rights to attend a Board meeting.

Keith, first my apologies for my crack about not reading my 700 words of wisdom. That was uncalled for and wrong. The Meeting you will recall was in two parts, a formal AGM the business for which is, as you say, quite restrictive followed by an open Q&A session. In the second part, there was no requirement for questions on notice and no need for motions from the floor. Questions were received from members present and from those not physically present via the internet and responses given on the spot. But the draft has moved on from then and particularly so in the last 6 weeks with the intensive consultations. The new Constitution does not provide for a Board Executive. The smaller number of directors and modern communications and professional management means we do not require a Board sub-committee to run the show between Board Meetings. Mick Monck has talked about establishing members representatives in the regions who can collect and funnel members views to the Board. I personally think that is a good move and will yield benefits. While I will be on the new Board initially, I can see a time in the near future when I could be more the regional representative in the Hunter Valley/Central Coast, and not on the Board. Don

By-law 5 that, by the Special Resolution, continues the right to attend unchanged.

I know I shouldn't but . . . Name one or all . . . - preferably a few weeks ago so that they could have been corrected before members were asked to vote on it. "I can't see . . ." I'm no optometrist but perhaps it could have something to do with acute myopia? Not familiar with the concept of a ballot box FT? How are recalcitrant directors going to avoid the Ballot Box? At least we've now limited their term from the previous life sentence. You may have missed the fact that Directors can only be paid if the payment is approved by a General Meeting of, guess who, the members. See "myopia" and "ballot box" above. Seriously, why do you still do this FT? You got my goat years ago. Please, do us all a favour and give it a rest.

We could probably also use a "block posts from this sender" button, couldn't we FT?

Kasper, The current Constitution does not give Ordinary Members any right to attend a Board Meeting. The right for a member to attend a Board Meeting is contained in By-law 5 which includes several practical constraints on that attendance. By the Special Resolution that members are being asked to vote on that right continues unchanged. To me this is an example of an unfounded suspicion that I find so confronting. The very people who have worked so hard to dig RAAus out of the morass that was created by undisciplined Boards in the past are somehow suspected of trying to destroy the organisation that they've worked so hard to save. Let's make it crystal clear, the Board Members of RAAus Ltd will be elected by the exactly the same group of people who elected the current Board. There is no pre-qualification other than those set out in the draft constitution and those are the same eligibility rules as for the current constitution with the addition of two matters required by corporations law: are a Member of the Company, are nominated by two (2) Members entitled to vote, give the Company their signed consent to act as a Director of the Company, and are eligible to be a Director under the Corporations Act. All directors will be Recreational Aviation pilots/builders/maintainers exactly the same as now. Why would that cause a change in the culture of the Board and of RAAus? Both Incorporated Associations and Companies Limited by Guarantee are legal entities: bodies corporate. The form of incorporation has no impact on the purpose of the corporation - the purpose is that spelled out in the constitution. The ramifications of misbehaviour by a Director under ASIC are much more severe compared with the ORS. Why would a Board suspected of making life easier for themselves want that? AS Andy says above, we didn't go to the ORS on political issues we went about actual breaches by Board Members of their duties to the detriment of the members. And the ORS told us to sort it out for ourselves. I can't see ASIC being presented with facts of a breach of good faith by a Director of RAAus Ltd shrugging their shoulders - that would be a breach of the corporations law.

Keith, So, I write 700 words and your reasoned criticism of it is a " Bit of drum beating"? How is that helpful to the discussion in any way? I'm not a betting man but I might be prepared to wager you didn't get past the first paragraph. Must admit I'm having great difficulty in understanding how you would arrive at the conclusion that a nationally circulated document and a nationally broadcast meeting with two-way questions across and answers the Country (at considerable expense) constituted some sort of carefully organised gag on discussion? There was no limit placed on any questions and none on time. Every question asked was answered. Every one of the 10,000 members was given the opportunity to participate. It finished when the questions finished. My recollection was that there was a broad acceptance of what was trying to be achieved. You must have been at the same meeting because I finally had the pleasure of meeting you in person. Don

All 13 Board Members were invited to contribute a bio - 8 did.

Thanks Ian, I will attempt to answer your concerns once I've had a chance to read them. My great worry is that if we do not get the necessary reform done now, it might go into the "too hard" basket and we will have to limp on with the structure that has served us so poorly in the past. If you want to talk on the phone tomorrow, feel free to give me a call. Don

Yenn, And I replied to you in the other place. I agree that would be a poor and unacceptable excuse. I think it has been "cleaned up" but whether we are likely to get 10,000 "Yes" votes is unlikely in a democracy. The pass mark for a Special resolution is severe and Australians are notorious for not wanting to approve constitutional change. Lets hope that we are not confined to repeat the mistakes of the last ten years by having the same organisation structure as facilitated that calamity. I'd much prefer we took a step forwards to a Board obliged to maintain the highest level of good governance than continue on with the structure that let us down so badly in the past. Yenn, It is a pity that you still feel this way. I hope you have looked carefully at the last draft and have given it a fair consideration against what we currently have. If you feel it can be further improved then you will always have the right to propose a motion for a Special Resolution to make the new constitution more to your liking. It only takes a few lines of text and a 75% majority of those who vote to get a Special Resolution approved. I've done about 25 in the past and all but a few got that level of support from fellow members.

Ian, The composition of the Board now and in the future is made up of member-elected representatives. The Members will, as they do now, decide who is elected to govern RAAus based on their judgement as to who is best qualified and experienced and dedicated to sit on the Board of RAAus. The change is that we will all get to vote for all the Directors of RAAus. There are no identifiable reasons for regional differences as we all fly under the same regulatory system whether you live at Cape Leeuwin or Thursday Island, Mallacoota or Darwin. Could not agree more. All Directors will be pilots and members of RAAus who have volunteered to do the best they can for RAAus. There are business aspects to the running of RAAus that have to be attended to and there are regulatory matters that RAAus is required to administer but, first and foremost, RAAus is about pilots going flying safely with low regulation and low cost. The fundamental reason for RAAus existing is to advocate for members - all the rest are, if you like, "necessary evils" to allow us that safe affordable flying. Under Corporations Law, all Directors must fully inform themselves on RAAus affairs and ensure that the organisation is well run for the benefit of the people who elected them - Australian Recreational Pilots/Builders/Maintainers.

Yenn, I agree the early drafts looked a bit premature but we were very keen to get the ideas embodied in the new Constitution circulating to all members and to give it an airing at the last AGM in Bundaberg and invite input. The drafting was not brilliant but the key features were there for all to see six months ago. The drafting has since been cleaned up and the cleaned up version reviewed by a very picky corporations law specialist lawyer. We had to fight pretty hard to try and keep the legalese to a minimum and get as much of it as possible in plain English. On this conclusion we must, I'm afraid, agree to disagree. Your dismissal of the new Constitution is too broad for me to try and contend with logic. I know the current Constitution very well having proposed some 25 Special Resolutions to fix it only to come to the conclusion I was fiddling at the edges when what was required was a fresh approach. There I was busily polishing a turd when the time would have been much more productive with a blank sheet of paper re-write. You say its rubbish and I say it's the work of the skilled people who campaigned for and were democratically elected to ensure RAAus has a future and a much brighter one than was apparent in early 2013. You will recall at that time that RAAus could best be described as a shambles. Our aircraft and membership records were a complete mess and our information and processing systems antique and labour-intensive. We had hundreds of aircraft grounded after failing 4 CASA audits in a row and the future looked very bleak as members gave up flying in droves and pilots stopped converting from GA to RA. A few of us got off our asses and campaigned against what we saw as the gross mismanagement of the Board and ended up getting the Constitution changed so that it was practically possible for the Members to demand an extraordinary General Meeting (at Queanbeyan) to put the Board on notice to improve or go or be removed. As happened, the bulk of the poorly performing Board Members walked away and the ordinary members who had demanded a better structure stood for and were elected democratically by the members to get on and fix RAAus. If you look at the way RAAus has come back from the brink over the last 18 months you would have to agree it has been a remarkable turnaround. That turnaround has been achieved by employing capable managers to manage not gifting jobs to mates from the local aero club whose most notable management skill might well have been organising drinks in a pub. Point is, all the improvements have been achieved despite the old Constitution still being in place, albeit with something of the order of 20 amendments to try and strengthen the governance requirements. So why not do as you say and just transcribe the old Constitution? The main reason for me is that if we left the old Constitution in place, it might just be a question of time before RAAus drifted back into the shambles it was in 2012/2013 with CASA jumping all over us - again. We need a structure and supervision that will not allow poor governance to become the RAAus way - again. The new Constitution has been developed with the participation of the Board that has been democratically elected to fix the issues of the last few years and set RAAus up to be successful for the foreseeable future. We have had great assistance from one of Australia's top aviation lawyers and a corporations law specialist. In my view we have the basis for a successful future for RAAus with the new form of incorporation guaranteeing that the Board can not return to the poor governance practices of the past and a Constitution requiring a Members Charter that guarantees the rights of members to be treated fairly with due regard for due process and natural justice. If you think you can do better feel free to go about it the democratic way. Taking pot shots from the armchair this late in the piece does nothing positive for me.