DonRamsay

Jab Joe, I've just read through 100 posts and concur with the suggestion to escalate your issue to the CEO Michael Linke. Regards the tragic Sting accident at Goulburn, I have been privy to a great deal more information than has been revealed on this thead and all I can suggest is that you may as well move on because unless the matter is reopened in a legal process, you will never get to hear the full facts. Legal privilege and confidentiality agreements have sealed the matter. Speculation then really is a waste of everybody's time - however entertaining some may find it.

Even the things he got wrong? I understand your concerns Shags. I must admit I thought this was a bit generous when I first read it. Where RAAus has close to a monopoly in some branches of aviation, refusal of membership by directors perniciously or frivolously would, I imagine, be actionable because of the denial of "Natural Justice". How long have you felt this way about the draft/ Since last October and the AGM? Or, more recently? Would the President Mick Monck or CEO Michael Linke or any Board Member be aware of your concerns, Shags? Would you be prepared to put in the missing effort to get the Constitution up to a standard you would judge to be at least satisfactory? If not, is it fair to campaign here that the proposal is flawed and should be voted down? If you have advised them, have you had any response at all? So, as I understand you, the new Constitution is of poor quality, suffers from lack of effort being put into drafting it and the result is "appalling" but that is not a putdown of the Board Members responsible for it? Who is it a put down of? The drafting fairy? Give me a break. Oh, and remember how we said it was an early draft and that there would be revised drafts and serious consultation before the final draft is put to a vote. Doesn't that mean that the thing you are going to vote against (the current draft) will have been superseded? Would you be surprised to learn that you are not the only one of our 10,000 avid draft constitution readers who see this one aspect as an issue? So, other than your post on here today bagging the first draft (but not the drafters) please tell us all about the effort you've put into modernising RAAus? Or would you just be an armchair negative critic who just wants to fly? It seems that sometimes when I am not accused of putting in insufficient effort and not thought to have produced appalling work which I clearly have no intent of remedying I somehow lose my sense of what's funny.

CASA can not vary the contract amongst RAAus Members as it is not a member of RAAus. CASA backed by federal legislation directs RAAus to do its bidding in certain aspects of its operations. We don't get to vote on that. Sorry but I must disagree with just about all of the above. RAAus Incorporated is a Corporation right now, in its present form of incorporation. Because it operates nationally, it is registered and comes under ASIC. The form of incorporation being proposed ends up with RAAus still being a Corporation. Companies via the Board must act in the best interests of the members of the company. Corporations, no matter in what form, may not favour one member over another. The current Board may be elected by regions but, once elected, the Board Members must act in the best interests of the corporation even if somehow that disadvantaged the members of their region. On the contrary, members can direct the board by moving a motion at a General Meeting and having the motion supported by the majority required by the Constitution and the directors ar obliged to carry out the direction of the members (if lawful).

David, You are completely correct about the Role of RAAus having two almost competing objectives. Advocate for members and keep 'em in line. This very proposal in similar form was discussed back in the days when Geoff Kidd teamed up with the Board Committee on organisation re-design. In the end it was decided to keep it simple. Apart from cost, the complex organisation structure could see the two heads moving away from each other to the detriment of the members. You could have Ops and Tech departments that no longer needed to see themselves as advocates for members become another CASA style gestapo. Don

David, It is always a pleasure to discuss or even debate with you. While I have some relevant qualifications and experience in corporate matters, I happily defer to people like yourself who have good business acumen, a sharp mind, a wealth of aviation experience and can hold a very civil discussion. Back in 2012 I proposed that RAAus provide a forum facility of its own. However, as soon as I left the Board, that got put in either the "too hard basket" or "don't mention it" file. I don't think now that it would be feasible for RAAus to take it on now when there is a successful facility here. It has never been a popular place for current Board Members to frequent and those that have who lack an impervious exterior soon tire of the abuse and go away. Agree 100% and neither should it be accepted if put on that basis. I am sure I have said a number of times in this thread that we are still at a relatively early stage of development and that there will be revised drafts and meaningful consultation. What is not possible is to accommodate everyone's views and preferences. Listen and evaluate and offer arguments as to why or why not for sure but at some point your elected representatives will need to make decisions and come to a final draft for presentation to the membership. In the, I think, unlikely situation that the answer is "No" then the process will have failed and it is quite possible we will have to just limp on in our current form because I doubt there will be any appetite to have a second go at it. I guess I was trying say, not as a threat but as a prediction, that I would be "constitutioned-out" by then. Perhaps a new Constitution Review Committee will be formed to understand why the process failed and try again but I can't see how I, personally, could be involved in that work. We have a group of people elected to govern RAAus who are well supported with the best legal advice. Incidentally, we don't work for the lawyers, they are there to advise us. It is very difficult to bring everyone along for the ride at a very detailed level. But I agree there are some big issues that need to be determined and determined not on parochial, self-interest basis but on what is going to be the best for RAAus as a whole into the future. We have looked extensively at this question and received legal advice. Being a National Body incorporated in one State or Territory under "club rules" was easily ruled out. Moving the Corporation to another Territory or State provides no significant benefits. Mick Monck has published the reasoning behind going the way you suggest David. Anyone who wants to read these can in SportPilot and the explanatory documentation presented at the last AGM. I have sat through meetings with 13 Board Members (only in RAAus) and I can assure you it is inefficient and highly unproductive. If there is a small point to be decided, and everyone has a say on it and they can contain their contribution to just 10 minutes (as if) then 2 hours and 10 minutes has shot by. Flying 12 Board members to Canberra or 13 Board Members plus CEO and Ops & Tech Manager and support staff to a location like Bundaberg is a pretty expensive proposition. When you have a Club (or Association) that has no employed staff, then the Board does all the work and the more the merrier. But, when we have 15 staff who should do all the work then a Board of 5 can do as good or better job than 13 and for much less cost. From my experience with RAAus, a 5 to 7 person Board is an easy conclusion to reach and it seems we agree on that. In terms of identifying suitable candidates . . . While it is the members who elect directors, it is the obligation of any member who thinks they know of who could be a good director and campaign for that individual to nominate and be elected. While I have argued that relevant qualifications and skill is an advantage, in the end, the members can elect any member who accepts nomination.

I also agree with that Geoff. But, by the same token, some relevant qualifications and experience never reduced anyone's capability to do a good job. Don

Frank, I can't see anywhere that I said I would not accept a democratic vote. By all means quote it back to me if you can. And, even in the illogical situation where I were to refuse to accept the democratic vote of the members what on earth difference would that make to anyone? The democratic vote wins ever time - as it should (except perhaps in Russia). I have no doubts that the day I call it quits there will be a very able person who can step in and do as good or better job than I could ever do. Is this not a lesson you learn as you move through your career? I know of nobody in any job where the organisation fell over because one person moved on.

I was having a bad day - sorry if I offended you . . . or are you one of those people who like a bit of stick? Being serious for just a moment, I don't see myself as anything other than an "everyday normal member". Like a few others on here, I probably try a bit harder than many to understand the issues and work towards a secure future for RAAus. I don't get any financial benefit for the hours put in just the satisfaction that we might have improved prospects for RAAus into the future.

Col, I agree with pretty well every word you wrote in #162. Seems I may have over-emphasised the value of commercial/legal/management qualifications. Qualifications don't always show up as skills and a passion for good governance can be owned by anyone. And plenty of non-financial, non-legal people have made excellent directors. The over-emphasis was intended a counter to the floor sweepers make good directors argument and not meant to exclude engineers. We have an excellent example or two on the Board at the moment, Teresa Avila being one. My qualifier of "other things equal" was meant to imply that but clearly didn't. Having slept on it, yesterday is a good example when you should know when to walk away from an argument and come back later.

Rhys, The last few months over Christmas/New Year and the CEO's leave may have been a bit quiet but the test will be whether there is sufficient *genuine* consultation (not the kind politicians apply) before putting the new constitution to a vote. What we all need to be careful of is letting "perfect" (in our own, individual opinions) get in the way of "very much better" or even "very good".

You are right Nev. As soon as the heat turns up, light goes out the window. Who needs mods when we have champions like you. It is true that my frustrations were getting the better of me. Apologies to all.

Just because it is your democratic right, as I pointed out, doesn't mean it is not a threat. Unless I have again misconstrued what you were saying, I understood it to mean that if we don't change the constitution to perfectly suit your personal tastes, you will campaign against it. If that isn't a threat I don't know what is. That it is, as I said, your democratic right is incidental. A threat is a threat. Well, I didn't yell so how about your calming down a bit. Believe me, I may have felt like yelling but trying hard to keep this civil. I will offer you a promise Kasper. You probably know that every Board Member who has ever come on to Rec Flying (with the exception of the great Maj Millard) has eventually pulled out because of the unrelenting unconstructive criticism. Unless this discussion regains civility I am not prepared to contribute further. Everybody else has managed to retain their composure perhaps you could regain yours? Incidentally, I was not suggesting that if you actioned your threat that you would be part of a block of dissenters. As you were to be the person collecting dissenting proxy votes, you would be, strictly speaking, the leader of a block of dissenters. Dissenting by its nature is a negative thing. I've never heard dissenting termed "positive". Since all you were proposing in response to not getting your own way was dissent, I couldn't see too much positive you were planning to do. By "positive", I was meaning something like putting your own motion for a Special Resolution for an alternative constitution, one that met your requirements. Or, standing for election to the Board, being elected and persuading a majority of the Board that you view was the correct one. After all those are things that I have done at great personal expense and expenditure of effort. I've campaigned from Holbrook in Southern NSW to Lismore in North. And you have operated a keyboard. I hope you now have a better understanding of what I understand as the degrees of "positive". There is a big difference between being ignored and somebody not agreeing with everything you write. Try counting the words required to, in your terms, "get ignored". Sorry don't understand.

Voting "NO" doesn't require much effort. But, getting off their butts and coming up with a cogent, viable alternative and persuading a majority to support it takes a mountain of work. Do you think they have that in them? I can assure you that we'll only get one shot at modernising RAAus and I believe it will be make or break. But, that's just one person's opinion . . .

Threat noted. I would just suggest that you should be careful what you wish for Kasper. It would be easy to imagine that if we were forced to drop modernisation of RAAus because of a block of dissenters with no intention of actually doing something positive, your perfect democratic right, you might just find an unwillingness of the currently successful Board to continue. The alternative could be along the lines of " well, we did our best, now it is up to you". If RAAus were to descend again into the quagmire it has just been dragged out of I think it would be very short lived. I know with certainty, that if a sensible proposal for a revamped constitution were rejected without good reason, it would also be the end for me with serving RAAus.

Fair point. But, the CEO sits between the staff and the Board. He is ideally suited to funnel to the Board anything that he thinks is in their domain and to handle any other matter. As I've said a couple of times now, this matter will be discussed at the next Board Meeting in Canberra.

Frank, The change is to a max of 7 directors not 6 if that's what you meant by "the change to 6". By "click" I assume you mean "clique" - pardon my French. And why would there be any more reason to "shut up" because we have 6 directors instead of 13? A Board of Directors is a Board elected by the entire RAAus membership regardless whether it is 6 or 13 in number. How on earth can that be described as a clique? "Regional Representative" is an urban myth. People who were elected by region still have to vote in the best interests of the whole of RAAus and not just to advantage their region. And they only get one vote on the Board same as everybody else. You will also have the opportunity to supply your comments at the next General Meeting (6 months before the AGM) and in response to revised drafts as they are produced. I seriously hope they vote according to their thinking and research and answers to their questions on the matter and not just "beliefs". Don

As I said above, this matter will be re-visited at the next RAAus Board Meeting. Rhys, we are not running that sort of Athenian democracy. We run a representative democracy. People are elected to do a job and then get on and do it. Consultation is a very useful thing especially in a matter as complex as the coming constitution reform. There can be little doubt that 3 years ago RAAus was broken. There has been a very substantial change of management and Board Members since then charged with the responsibility of making repairs so that RAAus can continue with certainty for many years to come. It is simply not possible to reengineer RAAus in real time with the detailed help from 9,000+ people . There has been consultation and there will be further consultation before anything goes to a vote. Obviously, the very few members who take an interest in these sorts of things (as opposed to the overwhelming majority that just want to go flying) will have a significant impact on the final form of the constitution re-write.

Which is why I asked you to explain your obtuse comment. "Executive" has a special meaning for RAAus as defined in the current constitution and I wasn't sure whether you meant that or the general meaning of executive. I do know what that the two executives are as I have been one of each . . . . . . but it is imperative to know which one you meant before I could respond with certainty. There is no requirement to have any qualifications or education to be a company director as many people who are company directors who know nothing of the business let alone the law will attest. And all is fine until everything is lost and ASIC And the auditors come in to bayonet the wounded. In any case, I would not want that sort of person deciding the fate at board level of our corporation especially if we could have an Australian from somewhere outside their region who does have the education and experience to make a knowledgeable director. And that person is still going to be a pilot with valid aviation opinions and has to be elected to stay in the job. Ok for them to talk all they like and ask questions but to be the elected company director it is preferable that you have experience of something other than having "swept the floor at the local supermarket". I've packed shelves at Woolworths and been paid $2 an hour for the privilege but I was undertaking a commerce degree at the same time. Company Director of a multi-million dollar national corporation is not a job for an amateur and on that matter we may have to just disagree. I have seen such people in action and they would be better placed contributing from a non-board position. Also, if you read my comment you will notice that I included the words "life experience". We have at the moment a couple of Board Members who are eminently qualified to be on our Board because of their life experience rather than experience at Board level or formal qualifications. What I was saying was, "other things equal" you would prefer somebody well qualified and experienced to your average plumber with no corporate experience. A bit like you'd prefer to have an ATPL flying the jet you are commuting in rather than an enthusiast with an RPC. Some training will be necessary but if you already hold a Commerce degree or a law degree or an MBA, or AICD a lot less very expensive training will be required. RAAus should not be in the business of training motor mechanics or electricians or specialist doctors or architects to be company directors from scratch. How was I supposed to "follow" before you answered my simple question asking for clarification of what you meant by "executive"? I have never claimed to be clairvoyant and I'm not in the habit of making wild guesses when an explanation is available for asking. RAAus Board Members? Sorry, but I'm having difficulty again understanding the point of that comment. We have a CEO now with an MBA who would grace any board of a corporation of similar size to RAAus. He has demonstrated great capability at CEO level. I agree that working at Board level is quite different to managing the business at the level of CEO. But, CEOs can usually make good Board Members. The skill at board level could reasonably be considered an incremental skill over line or senior or top management. Shop floor to Board level is not something that normally happens or is successful.

Unsurprisingly. I'm afraid I don't follow you here Kasper especially in relation to your reference to "the executive". Are you referring to the Triumvirate of the President/Secretary/Treasurer? Or to the CEO and direct report managers? Let me assure that under Corporations Law, ignorance is not accepted as an excuse. Board's must have a level of knowledge and capability appropriate to the role. They may seek advice but the buck stops with the Board and they have to act not just in good faith but with due diligence meet their fiduciary duty. There are plenty of examples of Boards being nailed for just accepting the advice of the management team.

David, further on this matter . . . There was a decision taken by the Board at the Bundaberg Board Meeting to drop the individual Board Members email addresses from the new website. The intent was to emphasise the change of direction to having members consult first with the responsible staff person rather than "their Member's Representative". The old approach had produced a very unsatisfactory situation especially for the staff. The matter will again be discussed by the Board at Canberra at the next Board Meeting.

Col, David, I fell it important that you understand that my last post (in exasperation) was not directed at yourselves in particular who invariably remain positive contributors. Don

Keith, If you have 13 people democratically elected to sit on the Board and up for re-election every only 2 years, how is not representative democracy at work? If you want a direct vote on every decision of the Board you need to stand for and be recognised by your peers as the person they think will be best for their Association. This takes a major effort to achieve. The Board was not born into the role like members of the Mountbatten-Windsor dynasty. We are totally accountable to the electors. I and a relatively small group of people have worked assiduously since 2010 when I first discovered that the management of RAAus was, in my judgement, well below par. We have since seen a quantum leap in governance and the quality of management at CEO level. We have seen a significant turnover of Board Members due to the activism of the few who were prepared to put in the time and effort to get these changes to happen. The relatively small group was the driving force behind the extraordinary AGM held at Queanbeyan in 2013 that became a watershed moment for RAAus. I would speculate that if that group had just sat at their keyboards having potshots at the Board RAAus would have been wound up by now. Yes, it is a work in progress but progress is happening and we will not give up until RAAus is in a position where it can be guaranteed to survive well into the future. I really wonder at times how people come to the conclusion that the Board is always working against the best interest of members. Flabbergasted would be a better word to describe this feeling. Don

Col, As you know, we have postal voting for Board elections based on a lengthy process over several months of calling for nominations, announcing nominations and publishing election statements of candidates, receiving counting, scrutineering of ballots and announcing successful candidates. The current proxy voting system is as required and allowed under the Act. As I see it, it is in effect a postal voting system. The motion ofr the Special Resolution is notified and published with at least 3 weeks notice and proxy votes can be received up to 24 hours before the published time for the start of the General Meeting. The voter by directing their proxy (wisest is to nominate the Chair of the Meeting) to vote as directed ensure their vote will be cast exactly as if they were in attendance. The only in principle "flaw" in this process I can see is the lack of debate at the meeting and the opportunity to sway votes for or against the motion. But, with a membership entitled to vote exceeding 9,000 people spread across more than 7 million square kilometres it is not feasible to have useful discussion at the General Meeting. Col, perhaps you could explain the flw you see in the process and what might be a better process? The current draft was put together before I came on to the Board late last year. Apart from the legal support, I do know that there has been a great deal of work done on it by Board Members and the CEO including 2 x MBAs. The President has written extensively on the subject in the lead up to the last AGM and since and will be publishing further comment as the next draft becomes available. I have no intention of jumping that particular gun. The qualifications and experience of other Board Members is available from their election statements. We are fortunate with the current Board to have a substantial component of people highly qualified and experienced to operate at Board level. We also have a few Board Members who may lack the formal qualifications but whose life experience, energy and determination have invaluable to the Board. Don

A bit of both. The"right" bit is that " . . . board members are elected on a regional basis". The right postcode is the primary qualification. If you were Dick Smith but your postcode was outside the particular region, you could not even be considered for election. The wrong bit, if I understand you correctly, is that "the association has board members to represent voting members". I've interpreted that to mean that they are there to represent the region they were elected from. If that's what you meant then that is completely incorrect. All decisions made by individual Board Members must be to the benefit of the entire association as a whole. It would be unconstitutional and even illegal to act to the benefit of your region against the best interests of RAAus as a whole. RAAus is a body corporate and the Board must act in the best interests of the Association not any particular group of members. That may surprise some people. If you simply meant that Board members are elected to look after the interest of ALL members (not just the 15% who voted) then you are of course correct. This is a bit theoretical because it is difficult for me to imagine how the Board could favour one group of members over another. I'd be very interested if anyone could give me an example of how that might happen. Part of the problem here is that we are currently using the Association form of incorporation which is more suited to a small club with a limited geographical spread of membership and certainly not well suited to a national body. The Club model works quite well at the Hunter Recreational Flying Club that I am a member of. However, because RAAus operates outside the state/territory of incorporation (the A.C.T.) we are accountable to the Aust Securities and Investments Commission (the other ASIC) as well as the A.C.T. Dept. of Justice and its Office for the regulation of incorporated associations. Being a member with a postcode as the primary qualification for election to the Board is not necessarily going to result in having the most competent Board. If we had a choice between a pilot who had legal qualifications, an MBA and extensive Board experience versus a pilot who was enthusiastic enough to put him/her self up for election but had no qualifications or experience that would equip them well to operate at Board level then, other things equal, we should probably vote for the former. However, if the former was from Sydney and the latter was from Katherine in the NT the former could not be even considered if the "seat" was for the NT and RAAus would most likely be the poorer for it. The regional thing at the moment is also quite undemocratic in that we have a great disparity in the "one vote one value" principle. The regional representation model was adopted in a time before cheap landline calls interstate, widespread use of emails, Skype, etc. and may have had some value then. It just no longer makes any sense. In my view, we would be better off to have every candidate for the Board elected based on their qualifications, experience and declared intent rather than, in the first instance, their postcode. In the new Constitution that is exactly how Board Members will be elected. Don

David, I can only agree with what you are saying and will discuss with the Board and the CEO to see what we can do. Perhaps what we need is to publish an email address that covers the entire Board rather than one individual member as the Board should act as one entity not as 13 independents.