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Maj,while I may agree in principle, you opened yourself up on this one. RAAus is NOT a company ...( yet) ... it is an association of members; and until that changes that is how it should be managed.

Irrespective of the form of the company the concept of mutuality and membership control can be vested by the rules. Just because NRMA (and like state RACs) and mutual health funds have been turned into narrow little nepotistic regimes doesn't mean that RAA has to go the same way. In fact NRMA actually believes in regional representation.

 

 

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I don't think secrecy is a fair word to use here.....there has to be a certain level of company/ business confidential...any large company has that in place to protect its interests against competition.This board has a policy to be open and transparent when possible, and you must agree there has been a lot more communication between Canberra and the members in the past two years....where before you got nothing.

Last time I looked we were a non profit accosiation here for the benefit of the members. If we are non profit and we are actually not competeing for business, then how commercial in confidence can things be?

 

 

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A non profit Organisation has big restrictions on how it "trades" and also how it's assetts are disposed of if it goes out of business. I doubt we are regarded as a non profit body in reality. I could be wrong but I've never seen a reference to it. We don't exist to make a profit for "some group" of people (Shareholders, which could only be the members) but to operate in their interests (run the organisation, administer and make representations on their behalf etc)

 

It would be nice to have a list of aims of the organisation, reviewed when needed and referred to frequently. Nev

 

 

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A non profit Organisation has big restrictions on how it "trades" and also how it's assetts are disposed of if it goes out of business. I doubt we are regarded as a non profit body in reality. I could be wrong but I've never seen a reference to it. We don't exist to make a profit for "some group" of people (Shareholders, which could only be the members) but to operate in their interests (run the organisation, administer and make representations on their behalf etc)It would be nice to have a list of aims of the organisation, reviewed when needed and referred to frequently. Nev

Does the Associations Incorporation Act 1991 of the ACT count? That's what our association is incorporated under. RA-AUS is a non-profit in that it doesn't pay company taxes, it doesn't pay dividends to members and should it be wound up and all assets would have to be given to another like body, not sold up and shared between the members.

 

 

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Don, Congratulations on your election to the board for the second time. I certainly look forward to working with you on a more official level. I know we both share similar inspirations, those being the continued long-term health of the organization and the continued well being of all members. See you in Bundaberg in a few weeks.

Thanks Maj. We do indeed share those aims. It will be great to catch up at Bundaberg and I look forward to working with you.

 

 

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As a general principle of good governance, though, should it not be:

  • no decisions without meetings
     
     
  • no meetings without minutes
     
     
  • no secret meetings without justification
     

 

 

Ada, The Board holds a continuous meeting via the Board Forum. In that case, all discussion is recorded but confidential to the Board - all Board members.

 

All decisions of the Board to have effect must be a formal Board Resolution and assigned a Resolution Number and dated. A register of Board Resolutions is maintained.

 

Under the Constitution, the Board can meet whenever it chooses but is bound to hold two General Meetings per annum, one of which being the AGM.

 

"Secret Meetings" has no meaning to me. Secret from whom?

 

 

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The grey area becomes when "discussion" on the board forum turns out to be "decisions" made but no formal Resolution was raised or past. For example, I've not yet come across a single resolution that wasn't made at the either of the 2 Board meetings following the AGM/GM. So what actually happens for the 6 months in-between? Well the constitution allows for the Executive to make decisions between Board meetings, however at the next available Board meeting the board are meant to pass a resolution to "approve" the Executive decision or over turn it. Is there any record of this happening in the past 24 months?

 

Personally I don't see why the Board need to discuss in private, they are meant to be representatives of the members and how the hell do the members know they need to write to their rep when; a) they might not be aware of the issue being discussed, and b) the Reps position on the discussion which may not reflect your own.

 

When was the last time a plebiscite of the membership was taken to find out what we actually want? We manage to put on surveys about why we fly but nothing about asking our opinion on the direction of the association.

 

 

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Ada, The Board holds a continuous meeting via the Board Forum. In that case, all discussion is recorded but confidential to the Board - all Board members.

All decisions of the Board to have effect must be a formal Board Resolution and assigned a Resolution Number and dated. A register of Board Resolutions is maintained.

 

Under the Constitution, the Board can meet whenever it chooses but is bound to hold two General Meetings per annum, one of which being the AGM.

 

"Secret Meetings" has no meaning to me. Secret from whom?

How does a continuous meeting meet the notice requirements of 18(iv) and 18(v) of the constitution (48 hours notice, no other business other than that in the notice) and the quorum requirements? How do you define who is 'present' in a continuous meeting?

 

Secondly, how does an electronic meeting meet the spirit of By-Law 5 (observers at meetings)?

 

Thirdly, how has the board / secretary complied with the requirements of 14B(ii)? I see no such notice on the members only area of the website. Am I blind?

 

 

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The board meetings, under the rules, are open to members unless, for a small period, they are closed to examine a narrow range of interests. . . . I urge all those attending the AGM to hang around and hear the Board meeting.

Col, to "hang around" would, a few years ago, have required you to book accommodation and bring a suitcase as Board Meetings rambled on for several days.

 

Our Constitution does permit ordinary members to attend (but not participate) in Board Meetings. While I would welcome attendance by any member willing to invest the time to observe the Board at work, I would not like to see Board Members constrain their thinking because they were being observed. Better that they feel free to contribute some "left field" thinking and have it debated than keep quiet.

 

A well run Board Meeting where Board Members are well prepared and across the Agenda is not likely to engender a lot of discussion. It is more likely to be a decision process. In the bad old days, Board Meetings waffled on for several days with most Board Members coming to the meetings cold. From what I hear, Board Meetings now are much more to the point.

 

I do not, as a rule, welcome "ex officio" attendance of staff at a Board Meeting. While information to the Board from non Board Members is vital and should be invited from the CEO and Managers they should be in attendance by invitation and for specific topics and time. This may have the CEO in particular coming and going more than is desirable but common sense should prevail.

 

 

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. . . In fact NRMA actually believes in regional representation.

From what I can see, the NRMA is overseen by retired ALP politicians and ex sports stars. This is a classic example of where a "popularity contest" does not necessarily produce the best Board. You would expect people who have only known regional representation (ex-politicians) and mindless parochial support (ex-footballers) to come up with a regional representation. The NRMA has been in decline for years. As a recently departed "Gold" member they don't seem to be able to manage the bundling of road service with the purchase of new vehicles

But, I digress . . . 099_off_topic.gif.20188a5321221476a2fad1197804b380.gif

 

 

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ryhs, now I have seen a reference to it. Thanks. Nev

No worries, it's under the About Us on the RA-AUS website, although it's hardly user friendly website.

 

If you wrote a letter to the CEO or Board of a confidential nature, would you want it to be compulsorily made public. Nev

If such a letter was a submission regarding a board discussion or resolution (i.e. change of policy), then I wouldn't expect it to be remain private but included in the brief on the discussion. If the letter was just bitching about someone on the board or office then I would consider it more confidential. Keep in mind the constitution gives any member the right to attend the RA-AUS HQ and read any document or paperwork held by the association, to me this would include emails. Why we couldn't make life easier for the members and just publish relevent documents to the membership, but then I wonder if more members knew what was actually going on maybe more would get involved, doubt the Board wants that.

 

 

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Last time I looked we were a non profit accosiation here for the benefit of the members. If we are non profit and we are actually not competeing for business, then how commercial in confidence can things be?

Geoff, I can imagine that in a tender for the member insurance coverage there could be many aspects that could fairly be considered "commercial-in-confidence". Similarly for aspects related to Sport Pilot.

RAAus is a not-for-profit organisation. This has implications for taxation of revenues and distribution of surpluses or even assets on wind-up. Its purpose is not to runa business for the profit of its members - financial gain. Its purpose is, broadly for the facilitation and promotion of recreational aviation. It is described in immense detail in the current constitution.

 

 

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Keep in mind, the constitution doesn't preclude "commercial-in-confidence" from the members right to attend HQ and read the details. So if a member wanted to go and find out exactly the conditions of the Sport Pilot tender, they are within their rights to do so.

 

 

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How does a continuous meeting meet the notice requirements of 18(iv) and 18(v) of the constitution (48 hours notice, no other business other than that in the notice) and the quorum requirements? How do you define who is 'present' in a continuous meeting?

Ada,

Firstly, my statement of "holding a continuous Board Meeting" is a bit loose in terminology. In fact they are in continuous discussion on specific matters. At some point a decision of the Board is called for and all Board Members are given notice of when the vote will be taken and the matter resolved. Depending on the urgency of the matter is how much notice is given. I am not aware of any matter that would have called for a vote in less than 48 hours though the Board could agree (unanimously), in accordance with 18(iv) to a shorter period. My understanding is that the notice for a vote is usually two weeks.

 

Secondly, how does an electronic meeting meet the spirit of By-Law 5 (observers at meetings)?

Observers at Board Meetings are there by the grace of the Board's By-Law 5 and not the Constitution per se. As you note, By-Law 5 allows the attendance of ordinary members but does not require ordinary members to be given notice of a Board Meeting. Not much spirit in that.

 

Thirdly, how has the board / secretary complied with the requirements of 14B(ii)? I see no such notice on the members only area of the website.

FYI, 14B (ii) was an amendment to the Constitution that I proposed. As to whether it is being complied with is a matter between you and the Secretary.

 

Am I blind?

Impolite or just passionate - quite possibly but as for your ocular facility you might need to start with an optometrist. 003_cheezy_grin.gif.c5a94fc2937f61b556d8146a1bc97ef8.gif

 

 

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Keep in mind, the constitution doesn't preclude "commercial-in-confidence" from the members right to attend HQ and read the details. So if a member wanted to go and find out exactly the conditions of the Sport Pilot tender, they are within their rights to do so.

Rhys, while the Constitution appears to give a member to go to Canberra and look at any file they want, there are a few laws (e.g. Privacy) and contracts that might constrain that right. We can write what we like in the Constitution but it does not overrule any law.

 

 

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While certain processes are taking place, it wouldn't be proper for participating tenderers (as an example) to be aware of other submissions, but it would be reasonable to find what certain legal costs were, relating to specific matters.

 

The older version of the AUF/RAAus, couldn't be counted on to keep any confidences, which restricted it's ability to process information sent to it, as few did, fearing the possible consequences. Nev

 

 

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Firstly, my statement of "holding a continuous Board Meeting" is a bit loose in terminology. In fact they are in continuous discussion on specific matters. At some point a decision of the Board is called for and all Board Members are given notice of when the vote will be taken and the matter resolved. Depending on the urgency of the matter is how much notice is given. I am not aware of any matter that would have called for a vote in less than 48 hours though the Board could agree (unanimously), in accordance with 18(iv) to a shorter period. My understanding is that the notice for a vote is usually two weeks.

Are these particular meetings and votes minuted? I note that minutes of the in-person board meetings are posted on the website; but there is no record of board meetings in between the in-person meetings.

 

Observers at Board Meetings are there by the grace of the Board's By-Law 5 and not the Constitution per se. As you note, By-Law 5 allows the attendance of ordinary members but does not require ordinary members to be given notice of a Board Meeting. Not much spirit in that.

However, there's nothing to stop a friendly board member from re-broadcasting notice of board meetings on a site like this. How does that work with Board meetings?

 

FYI, 14B (ii) was an amendment to the Constitution that I proposed. As to whether it is being complied with is a matter between you and the Secretary. Impolite or just passionate - quite possibly but as for your ocular facility you might need to start with an optometrist. 003_cheezy_grin.gif.c5a94fc2937f61b556d8146a1bc97ef8.gif

I applaud you for that, but the next step - if you would be so inclined - would be for a board member (perhaps the person who proposed the clause) to pursue it actually happening, or to censure the Secretary if they have been lax in their duties?

 

Obviously I should ground myself on the basis of visual field defect until I can see these resolutions - they must be in my blind spot! Maybe everybody else should too.

 

 

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Rhys, while the Constitution appears to give a member to go to Canberra and look at any file they want, there are a few laws (e.g. Privacy) and contracts that might constrain that right. We can write what we like in the Constitution but it does not overrule any law.

I'm not sure what part of the Sport Pilot tender would come under Privacy laws, the fact they have entered into a contract with the association (i.e. the members) would give the members the right to see any of the "Privacy" details (i.e. names, addresses, payments etc). In terms of contracts, the CEO (or Board) would not be able to sign a contract that prevents disclosure to the members. Remember the office are just agents for the members, it's not like a Company keeping details from employees. We own the association and have a right to all the information should we wish to go and take a peak. There would be rules regarding what we then go and do with that information (I'm sure the office has a disclosure agreement for members to sign who take up that right).

 

While certain processes are taking place, it wouldn't be proper for participating tenderers (as an example) to be aware of other submissions, but it would be reasonable to find what certain legal costs were, relating to specific matters.The older version of the AUF/RAAus, couldn't be counted on to keep any confidences, which restricted it's ability to process information sent to it, as few did, fearing the possible consequences. Nev

As part of any tender process, normally a non disclosure agreement would be bound on the parties receiving the tender, the same would be for a member seeking the information. I would thought that during the actual process, tender documents would not yet be available until the contract has been completed.

 

 

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An open Association will still have a very small number of in-camera matters, such as those involving personal privacy, sanctions and so on. There's no need to define it here, but the number will be very small.

 

On the other hand that doesn't apply to Policy discussions and decisions, financial planning and decisions, Manual development, decisions by an "executive", board of management discussions and decisions where the members own the Association.

 

As I recall you Don, and Major actually signed agreements to keep information from the members, so dumping that little procedure would be a good start to opening up the organization.

 

Dumping the "Executive" provision, which really is just a Committee of the Committee, would also see decisions being made by all the representatives who were voted in.

 

That was an interesting comment about keeping employees out of board meetings, because it's significance is based on what they are employed as. If they were employed to perform a specific function, then there would be no reason to separate them except for situations such as remuneration discussions, which would be normally held in-camera.

 

As Major says, communication has been improved, but there have been a few waves over financial matters which have affected members (like the magazine), and issues of specifications/training/safety, where people from two groups have been posting about a growing number of unlicensed, unregistered flyers, which, if not corrected very quickly can bring a self administering organization undone.

 

 

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The magazines saga is a good example. I'm sure if the members had had access to the discussions there would have been a different outcome.

 

I've always followed a policy that members should always have open access with the additional provision that, if they don't want to attend meetings respond to surveys, respond with opinions, then the daily work goes on without them and they have to put up with what the meetings decide.

 

Occasionally someone who didn't bother to attend the meeting will arc up about something, and I usually reprocess that through subsequent meetings, so the policy ensures an almost unanimous support.

 

 

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