PFA(Ulair) - Restructuring & EGM on 260909

[mikehallam]

On p.12 of the LAA mag. there's a lot of info.
I see the LAA main Home page has a lead to FAQ's.
BUT.....

a) Can anyone explain how the revision to beneficial shareholder works for overseas members, possible corporate group members (if such exist) and in fact ordinary members, when they leave ?

b) I assume their share becomes void, whilst new joiners immediately get issued with one. And of course does that mean any number of shares can therefore be issued ? Implying a form of dilution.

c) Can new members vote straight away ?

d) How does the re-org. intend to balance voting bias for matters principally affecting the needs of the (higher paying) LAA a/c owners sub division ?

[mikehallam]

In trying to see for myself I looked at the Rules' 2009 proposals.

#10d looks a bit unwieldy, requiring a lapsed member to sign over his share which can then be re-allocated.
It appears to need a little more drafting work to cater for those who fail to sign.
I'm not sure what it means re transfer: is that to a replacement member or to a proxy until ??

I don't wish to create contention, but believe in constructive comment [even though I accept this web forum has a limited % of members looking in].

Mike Hallam

[Brian Hope]

I'm not able to access my copy of the articles etc at the moment but my understanding of the situation is this:
Members will become a shareholder of the association but for practical reasons they will not be sent a share certificate. Their 'certificate' will be held by the CEO, who cannot use it to vote with unless given specific written instruction to do so by the member. In this way the member can vote by proxy at an AGM or EGM, something he cannot do under the current constitution. If the member ceases to renew his membership, the share certificate ceases to be valid, He does not have to sign it over etc (I think that is done in some way on the initial membership form),
To answer Mike's questions, Member Plus voting rights will remain the same as a Full member, that is Full and Full Plus have equal voting rights. As mentioned above, members will now have a proxy, a particularly important situation for overseas members I would suggest. New members can vote straight away.
Welshman, we've been down the renaming of the association road before so I won't waste my time trying to explain it again. All I will say is that the new arrangement means that you will have a proxy vote for so can vote for or against AGM/EGM Motions without being in attendance - I would have thought even you would see that as an improvement.
The reason the AGM date cannot be revealed is because it has not been set yet. According to the rules it has to be within 15 months of the last AGM, which if I recall correctly was towards the end of last November, which means a likely date will be towards the end of February.

[Mike Cross]

There are a number of typos requiring correction which will otherwise lead to misinterpretation or a difference from what was originally intended,

I see that LAA seeks to dictate the constitution of affiliated organisations as regards their classes of membership.

I also see that the Board shall have the absolute power to alter the rules without consultation, to refuse to admit or re-admit someone to membership and to expel someone from membership with no right of challenge and no laid down process for such action such as the period of notice to be given or the admission of evidence or expert testimony.

So if someone has the temerity to challenge the Board he can be disposed of by being unceremoniously chucked out with no right to challenge the decision. If that's done he will no longer be able to obtain a Permit or a Permit Release, effectively grounding his aircraft. That to me seems a draconian power.

Additionally I see that the Chairman of a General Meeting shall have the power to allow the meeting to proceed even when a quorum is not present, subject only to a 20 minute delay.

Not very democratic is it?

There's a lot here that is good but the above very much takes the gloss off it for me.

[Brian Hope]

Welshman, firstly I have to say that I find it utterly offensive that practically every one of your posts on almost any LAA subject seems to infer that the EC members are somehow doing something underhand, that we're trying to do the association down in some way. Never have you given the benefit of the doubt, you do not understand something so we must obviously be on the fiddle. You take cynicism a giant step too far.
Now, read the articles of the association. They contain all the fundamental and vital aspects of how the association is to be governed, and those articles are sacrosanct, The Rules contain only the relatively minor issues.
There is nothing dodgy about any of this, it is the way a modern association works, and if LAA were starting up now it is how it would be organised. What we are doing is ensuring that the members own the association, they do not own it at the moment,PFA Ulair does. PFA Ulair has EC members as directors but there is no ownership by the members as such. This new constitution is safer for the members and more democratic. If anybody is reading some stupid conspiracy theory into it then they are barking up the wrong tree, they need to come to the EGM and argue their concerns.
The decision was taken to have an EGM so that the next AGM could be held under the new constitution, assuming of course that the new constitution is accepted. Two major issues will change, in my view, first members will have a proxy vote for any motions, and secondly a new Board, to replace the EC, will be in place, reduced in number from 18 to 12. To all intents and purposes nothing else has changed.
Mike, the rules you quote are rules that the association has had for years, they are in force now and have not led to the EC acting unjustly for its own benefit, I see no reason why that should change under the new constitution.

[steveneale]

Rule 2 of the previous set of rules (2008) is missing completely

OBJECTIVES

To promote and extend the sport ofrecreational flying by minimising it's costs through the advice and services provided by the association for :-
1/ The encouragement of the design, construction and operationof recreational aircraft...etc

Moved to the MoA Document.

Keep reading though

Steve

[Mike Cross]

Mike, the rules you quote are rules that the association has had for years, they are in force now and have not led to the EC acting unjustly for its own benefit, I see no reason why that should change under the new constitution.

Brian forgive me, the Association appears to change its rules more often than some people change their socks. The current version appears to be the third edition in less than 2 years. I accept your point.

The typos really do need sorting out though. I particularly liked the proposed Rule 6a which allows the Board to make rule changes providing that they do NOT conflict with the Articles and the shareholders to bring motions that shall be binding on the LAA providing that they DO conflict with the Articles. A word has escaped there I'm referring to the version published on the website dated 30 July.

[Brian Hope]

Mike et al, if you do spot typos by all means email them to the office so they can be corrected. I'm sure most would agree, these documents aren't exactly riveting reading and the brain does go a bit numb after you've changed and read them several times, as James Tannock, who did the bulk of the work on this, has certainly done. Thanks.

[J.C.]

I would very much like to be at the meeting but will be on a sunny beach with a cold beer miles away.( I hope!!!!! ).