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RA-AUS 2015 General Meeting


rhysmcc
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For those who don't receive the RA-AUS newsletter:

 

Recreational Avaition Australia General Meeting 2015

Date: 2 May 2015

 

Time: 10am to 12pm

 

Venue: Hunter Recreational Flying Club - Western Side of Cessnock A/Port, Grady Road, Pokolbin NSW 2320

 

Members are invited to our forthcoming general meeting. The President and CEO will provide a six month update to members about the activities of RA-Aus. We will also discuss the six month financial report and projected financial picture for the forthcoming year.

 

The meeting will also be live webcast for all members to view or download on the RA-Aus YouTube channel. Details about the link will be sent to members in the electronic newsletter closer to the date.

 

It is also important for members to note that the Executive will be on hand to answer questions at a forum following the meeting.

 

Members of the Executive Commitee will be the only board representatives attending the general meeting. The board has taken this decision to minimise costs of attending.

 

Members are also invited to submit agenda items to the general meeting. Please email [email protected]by 31 March 2015.

 

The board of RA-Aus will also be meeting in Canberra at the RA-Aus head office on 3 May from 800am for a routine board meeting. Members welcome to attend.

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For those who don't receive the RA-AUS newsletter:

I note that only the executive are going to physically be there.

 

Does electronic attendance count for the board and if so; Why not for the membership?

 

Chris

 

 

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In terms of voting on special resolutions at the meeting, the regulations around associations in the ACT prohibit any form of electronic or postal voting. So you either need a proxy or physically be there to cast your vote. Note this only applies to special resolutions, the association could conduct a "poll" of the members via electronic means should it see fit to do so. Board meetings are allowed to be electronic including voting.

 

I also thought it was odd that the board members were not going to be present. I can understand the idea of reducing costs, but considering a board meeting is held the following day at HQ which will require the travel costs, combining the two would have made sense (i.e. board meets in the afternoon/evening after the GM at Cessnock).

 

Yet again it's another example of the board making a decision and not following the correct procedures for publishing it to members. However I'd also question whether the Board has the power to decide such an arrangement in the first place, given they are entitled to attend such a meeting (as members of the association), they are also elected to represent members of their region which would include at General Meetings and thus under the constitution entitled for reimbursement of costs associated with that role.

 

If each individual board member has decided they won't be attending in an official capacity to reduce costs, then that's great.

 

 

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Reality is that only when member discomfort with RAAus direction gets to alarming levels do GM attendances rise. If the attendance at the upcoming GM is the same as the AGM then the costs aren't warranted. Remember also that it isn't only the board that travels there are also senior staff to set up the meeting, record stuff etc. when the board meets in Canberra those staff members are available for no additional T and A costs.

 

We had the board and CEO pa look at costs for the GM and board meeting to be held at Cessnock, the board meeting to be held in Sydney ( cost for meeting facility but less flying costs and overnight accomodation where for people like me who live regional making a connection was more difficult to achieve) and at Canberra where access to staff and meeting facilities is offset multi segment flight requirements etc. Canberra was the least cost option.

 

Those who travel commercially for work know that costs for travel and accomodation aren't always easy to predict and that the whole nation "what's on" for a particular period drives the cost structure for that time

 

Andy

 

 

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  • 2 weeks later...
In terms of voting on special resolutions at the meeting, the regulations around associations in the ACT prohibit any form of electronic or postal voting. So you either need a proxy or physically be there to cast your vote.

I've been told that if there were a Special Resolution to be voted on the entire Board would turn up. There are no SRs on the Agenda for this GM.

 

Note this only applies to special resolutions, the association could conduct a "poll" of the members via electronic means should it see fit to do so. Board meetings are allowed to be electronic including voting.

Getting access to postal voting for the upcoming re-write of the Constitution could be a be a good reason to move our Incorporation from ACT to NSW. Don't have to move the Office to Queanbeyan, just nominate an address in Queanbeyan - could be an accountant's or lawyer's office. The Public Officer could nominally be an Accountant or Lawyer from that Office as long as they reside in NSW.

I was once told that you could petition the ACT Government agency that looks after Incorporated Associations to have the provision for postal (snail or electronic) voting on Special Resolutions included in our Constitution but I can't see how that would work without a change to the ACT Act.

 

. . . Yet again it's another example of the board making a decision and not following the correct procedures for publishing it to members. . . .

To my understanding, the Board has met all its obligations under the Constitution with regard to the General Meeting to be held at Cessnock. I'd be interested to hear of any specific breach you have identified.

 

However I'd also question whether the Board has the power to decide such an arrangement in the first place, given they are entitled to attend such a meeting (as members of the association), they are also elected to represent members of their region which would include at General Meetings and thus under the constitution entitled for reimbursement of costs associated with that role.

 

If each individual board member has decided they won't be attending in an official capacity to reduce costs, then that's great.

I agree. As I hear it that is what happened.

Andy has given a good explanation of the practicality and cost effectiveness of this approach.

 

The original reason for getting a second scheduled General Meeting into the Constitution was because a lot of members believed the Board at that time was out of control and calling an extraordinary general meeting requires a huge effort for members to achieve. That Board was not abiding by the Constitution in a number of areas and their financial management was seen to be missing in action. Having a second GM was intended to speed up the process of reform of the Constitution by having two opportunities each year to make the changes needed.

 

Having the Meeting at NATFLY was intended to give the maximum number of Members the opportunity to attend a General Meeting. Natfly was the one time/place where the greatest number of members gathered each year. There is no secret that the aim was to then switch the AGM to Natfly and in fact I put a series of Special Resolutions to achieve that but it was quite complex and failed to achieve the testing 75% majority vote mainly because the amendments were complex and not explained well enough for voters to understand them. They were buried in our longest ever AGM and suffered from the fatigue of those in attendance. I think most would agree that if you want to get the best attendance at an AGM then the Annual Fly-in is the best place to achieve that. Conversely, having the AGM in Canberra will almost certainly ensure the lowest possible attendance - unless there is a genuine emergency as there was in February 2013 at the Queanbeyan Extraordinary General Meeting. The practice of moving the General Meetings around has proved to be a useful compromise. Even though attendances are not high it does spread the opportunity to attend more fairly.

 

 

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So, who is coming to Cessnock for the General Meeting?

 

Of course, it is my intention to attend and would be happy to facilitate the visit of those coming from outside of the Hunter Valley.

 

YCNK is a a good airport with some good facilities. Bring your partner and make a weekend of it in the Wineries. The Crown Plaza http://www.crowneplaza.com/hotels/gb/en/lovedale/ntlhv/hoteldetail is across the road from the Airport and there are endless accommodation and restaurant opportunities. The Hunter Recreational Flying Club is holding its monthly meeting on Sunday morning (11:00) and that's followed by a BBQ from about 12 noon onwards.

 

 

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Man doth not live by politics alone, there is bread and wine and the good stuff in the Hunter.

 

Seriously though, this is likely to be a fairly low key event. The Association is in a state of flux and it probably looks like a duck gliding around the pond. You just can't see that there is a lot going on under the water. At least two of the three NSW Reps will be there and the team authorised to talk for the Board, ie the Exec will be there plus the CEO. I would think that group could handle any question put to them on the day.

 

If you wanted to, you could send the Secretary questions on notice to be answered at the GM.

 

I can tolerate short term increases in fees as long as the Board has a firm intent of reducing the cost structure and eventually the fees in real terms. I remind them of this view every chance I get. But, for a while they need to spend considerable Capital to get our systems improved in functionality and cost effectiveness.

 

The meeting is a chance to personally get to know the key players on the Board. You have the opportunity to interrogate them an put yourself in a position to judge their capability and intentions. They have the obligation to signal their intentions and answer any questions or criticisms you may have formed from imperfect knowledge.

 

The flight from Goulburn either inland or the very scenic route via V1 is worth doing whether you attend the meeting or not.

 

 

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Its not the AGM its just a GM, as to the claim that the board wont be there....Its more accurate to say that the board determined that RAAus would not reimburse, or arrange, the board members traveling costs to the GM. Those that live within reasonable distance I would imagine will attend if they can......I personally will try to be there, but no guarantees...other life commitments may get in the way

 

Andy

 

 

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. . . more accurate to say that the board determined that RAAus would not reimburse, or arrange, the board members traveling costs to the GM. . . .

Any Board Member that chose to attend would be entitled, under the Constitution, to be reimbursed for reasonable out-of-pocket expenses to attend - regardless of any Board decision on the matter.

 

 

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Clearly the board hasn't made such a decision, otherwise the Secretary would have published such a decision as per our constitution.

 

I don't see how the board or executive can be taken seriously when they can't seem to follow the simplest of requirements of governance. No wonder CASA no confidence in self administration anymore.

 

 

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As you say Rhys, they are obliged by the Constitution to publish in the Members only section of the website any and all formal resolutions.

 

The Board is free to have a discussion and agree a course of action without it being a formal resolution. Does not have the binding force of a resolution passed by a simple majority.

 

As we've said if there were a formal resolution limiting a Board Member from attending a General Meeting it would not be valid.

 

 

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.........No wonder CASA no confidence in self administration anymore.

Would you back that statement with source please.... As I understand it CASA is not dissatisfied with RAAus at all at present. There may be some within CASA who don't hold that view but equally there are some within RAAus that hold the view the current board don't know what they are doing....in both cases it's my personal view that such beliefs are not representative of the totality of the organisations

 

Andy

 

 

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I can understand where your pessimism comes from Rhys. Two years ago I would have guessed that, if nothing improved, RA-Aus would have been wound up by now. But now I think you need to talk to a couple of your Regional Reps and have that conversation.

 

I think there are grounds for reasonable optimism. You know we are coming off a very low base and that there is a long way still to go to get to be the efficient and effective organisation that we could be. I do have confidence in the current Board to get us there but it will take time and vigilance by members such as yourself to keep them moving in the right direction on the uphill struggle.

 

I believe we have reason to be optimistic about the future relationship with CASA. The new Director of Av Safety has started well and has no ownership of the crap approach of his predecessor. McCormick, you may recall, announced his bias against RAA at the time he took up his role. So far Skidmore has done the opposite.

 

Our newish CEO is a professional manager with a track record of success in organisations like ours. He has plenty to learn about aviation but is well supported in that area. RA-Aus has, in the past not lacked aviation experience, it has severely lacked sound management. Our Ops and Tech Managers are knowledgeable aviators but relatively new to management. Our Safety Manager is very experienced in her field.

 

Clearly, we have a very sound basis for a successful future.

 

 

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I'm not sure where you plucked "formal resolution" from, it isn't in the constitution. It uses the term resolution, which without a definition included in the document you refer to the English meaning of decision.

 

Any decision the board has made on behalf of the association should be considered a resolution and published as such.

 

Nothing has been published since the AGM, so what have the board done over the last 6 months? How much longer are we expected to "wait for the new board" to get familiar before we will see some real change and progress?

 

 

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It would be good for the CEO and board to go over some of the cost cutting activities they will be implementing over the next few years. Surely the new technology the RAA has previously implemented is starting to deliver a dividend by now.

 

 

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Guest Maj Millard

Rhysmcc , as a response to 'what has the new board done in the past six months'..it would appear you don't read a lot...the boards' activities have been clearly reported in Sport Pilot, the CEOs monthly Email newsletters, and also on the RAA website. Additionally I send out my own newsletter to Northern members in our area which I believe you recieve ?....

 

The board is constantly busy with many areas, and in fact just yesterday voted on a major decision that will effect all members and the organization in the short and long term . This decision will be communicated to members per the requirements of the constitution within the required time period. ( by the 13 th)

 

As for the non attendance of all board members at Cessnock, this was also actively discussed on the board forum and the decision was made by the majority to not attend the Cessnock GM due to the Board meeting being held in Canberra the following day.

 

This wise and well considered decision has saved the organization a considerable amount in travel connections and accomodation costs x 13. Pure and simple. I know if I had not agreed and wanted to go to Cessnock then it would have been made to happen, and the same for any other board member. The board and excutive is required (and expected) to exercise good judgement and make good decisions on behalf of members...we have certainly done that with Cessnock. We have a CEO at the helm now who (for a change) is watching all the pennies as we have instructed him to do, and this will be to our benifit in the future. There will be board members at Cessnock ..just not the whole crew.

 

You of course have all the contact details for all board members ( including mine as your NQ rep) and it is your privelage as a member to contact any board member, at any time, if you have questions or concerns.

 

 

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If the last published resolution was following the AGM 2014, then unless the board isn't complying with the constitution, that would mean no decisions have been made since then (excluding the last 7 days). That was the point I was making, I know the board has had a lot of discussions and provided direction to the CEO on matters, but they could only do this by reaching a majority agreement. At some stage a vote would have taken place. This is the very definition of a board resolution and MUST be published so. Just because you decide to not call it a MOTION (when in effect it is anyway), doesn't make it exempt from what is required under the constitution.

 

Individual board members deciding not to attend the GM is fine, and from what you said sounds like what has happened.

 

However the Board can not make the decision that board members not attend or make the decision that travel costs not be reimbursed. It's in the constitution and not something the Board has the power to change.

 

 

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Guest Maj Millard

Rhysmcc , the majority of actual board decisions are made at board meetings or via the board forum online voting. All board meeting minutes have been published and can be viewed on the RAA website or they were published in Sport Pilot. Once again may I suggest you do a little reading.

 

 

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Maj Millard, you may want to check your facts on what has actually be published to the members. The last board decision was posted on the members site on 26th of Oct 2014 (from the Board Meeting 19th of Oct 2014). No board minutes of have been published since then and certainly nothing from the board forum.

 

Writing an article in the magazine saying the board has decided to cancel NATFLY for 2015 (for example), does not meet the requirements under the constitution, It might be worth while at the next board meeting having a group read along to ensure all board members actually understand their responsibilities under the constitution.

 

 

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I understand that no "Resolutions" have been made since October and those have been reported. I also understand that a number of "Decisions" have been made but not reported explicitly. What the difference is between a "Resolution" and a "Decision" is I can only guess but I don't think we will find it in the ACT Incorporated Associations Act.

 

A magazine is a good place to report board and association business but the news cycle is over in 24hours. The proper place for decisions is on the website where we can see what was proposed, those for and against and the final resolution (decision taken) in the matter. It would also be nice if the action sheet was posted to see if anything is being done with these resolutions eg "Set up a Constitution review panel" agreed - progress? None, the (then) board decided that it was all too difficult.

 

 

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As you say Rhys, they are obliged by the Constitution to publish in the Members only section of the website any and all formal resolutions.The Board is free to have a discussion and agree a course of action without it being a formal resolution. Does not have the binding force of a resolution passed by a simple majority.

 

As we've said if there were a formal resolution limiting a Board Member from attending a General Meeting it would not be valid.

So a "Decision" has no binding force on the organisation nor on the board members not committed nor does it bind the board members committed to remain committed? And a "Resolution" binds to organisation and all board members? Or is the board castrating mosquitoes (again)?

 

 

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I don't think there is any difference, and if you look up the definitions they are much the same. (Resolution is defined as a decision).

 

Guess we'll have to wait until the GM to see what if anything has progressed since the last board meeting.

 

 

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Another resolution (or is it just a decision). RAA has decided to reduce the value to me of my membership by withdrawing my magazine from midyear without a rebate. If the board was being honest it would have formulated and talked about a strategic plan and if more income was required it would have asked for an increase in the fee but offer a rebate to members who decide not the get a paid magazine delivered.

 

RAA is an effective monopoly. In the exercise of that monopoly power it should be more communicative, more consultative and have some commitment to the membership.

 

 

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