Ok. Rather than derailing the Future of the J and S thread any more than the 600 odd posts that has already happened, I thought I would start up a thread hear in the Politics section where it belongs.
Ok so now lets start. I will try to get my head around this in a simple way and please if those that understand it better than myself can fill in the blanks and correct my mistakes that would be great.
We are now directed by the KA board of directors.
The KA board is elected by the NKC.
The KA Ordinary members are the states (presidents I am assuming) These are those that can vote on things presented by the board. Well these are the things that are required that the Board can not make decisions on their own.
Assosiate members are the clubs of each state that have absolutely no right to vote or be heard at a general meeting, or are they entitled to be informed when a meeting is to be held or of the content of that meeting.
Now his is the kicker.
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8.5 The Board will require each Ordinary Member to enter into a Memorandum of Understanding regulating the relationship between the AKA and the Associate Members, including financial matters and those matters provided for in clause 8.4 above.
So if the MOU stated that the Ordanary members are not allowed to pass on any information to the associate members than that might explain the defining silence, and it is my presumption that is what has happened.
Now I am unsure of who the NKC is or how they are elected as I can find no information on the KA or VKA websites, nor can I find who is holding the KA board position on the AKA website, however it is late and I am a little tired so I may have missed that bit.
The structure shown on the AKA website really does show how far removed the clubs are now from the Board of Directors. Untouchable in fact. one step further removed than they were under the old model.
Comments12
Now, asking your state president the hard questions may not get an answer if under the MOU they signed, they may not be able to tell you anything even if they wanted to.
However if we had a new state president, would that allow them to no longer honour that MOU?
The only thing with this is that a new member I believe must sign the MOU as part of becoming a member as stated above.
Now to remove the board this is what needs to happen.
A Board member may be removed:-
(a) pursuant to rule 8.2; or
(b) by resolution of the members in accordance with s203C of the Corporations Act; or
(c) upon the expiry of their term under rules 7(a) and 11(b).
7.8 Each board member by accepting appointment to the Board agrees to resign in the event that a majority of the Board passes a motion of no-confidence in that particular Board member, and the vacancy caused by such resignation will be treated as a casual vacancy until the next following General Meeting.
quite easy really.
5. 2 (b) You need to get each state president to vote the board members out if they do not pull into line. If the states won't do this, then you need to vote out the state president which follows the same path, you need to get the clubs (club delegate who represents the club or the club president) to all get together and vote out the state president. to get that to happen you need to get the club committee to vote for that or call a special general meeting and vote out your club committee members. So all in all, just like always people need to start at club level, get someone with some balls and spare time into the correct positions to finally touch the untouchables, if that is really what the majority believe in enough to make the effort, something that kraters seem to lack massively with things like this.
To add to the whisper of Mr Doohan being the importer of the new engine, I would doubt that is the case due to this in the constitution.
R13 Conflicts of Interest
A Director or member of any committee or sub-committee of the AKA who has any direct or indirect interest in any present or anticipated contract agreement or arrangement with the AKA must declare that interest at any relevant meeting of the Board or the committee (as the case may be) after he becomes aware of the interest or the contract agreement or arrangement, and must not vote in respect of the matter.
Ok so the NKC is the state presidents.
Now what the State presidents can tell the associate members (clubs) is what happens at the NKC meetings that should happen twice per year. This is what every club should be asking. where are the minutes of these meetings and what the hell have they voted on without the consent or mandate from the clubs they are to be representing??
Now if the MOU restricts the state from passing on any information to the clubs than the whole system will fall down because if the clubs are not given information than how can they advise the states what they what to do?? therefore giving the KA board the ability to convince 3 people (3 states to have majority) to vote with them and have free reign to do as they please. There are some assumptions in here of course but this would explain the lack of information and transparency that we currently have.
This is interesting.
R17 Board Meetings Not Public
Meetings of the Board are conducted in private but the Board may determine that part of the meeting be opened to the press or other observers. The Board may permit any person to address it.
R35 Inspection of Documents
Any books or records of the AKA may be inspected by any member of the Board at any time, or by any person authorised in writing by the Board, or permitted under the Act to do so, upon at least 14 days prior written notice having been given
Hi David I don't want to get involved in the politics but whilst you may doubt Mr Doohan is involved, and I am not offering my own opinion on the matter, by what you have posted, it seems that if he declared his interest and did not vote then if the rest of the board voted in his favour there would not be any issue. The same as any other member of the board.
I love karting, ( and I have mentioned often on this site how lucky we are in WA having such a great karting community, administrators and great numbers of competitors) but know nothing about 'Governance' and it seems odd that one person, whoever they might be, can walk in, win over the other board members, abstain from voting and secure a fairly lucrative personal business arrangement. Am I reading this wrong. I am sure Neville Scullion and Paul Hewitt are more knowledgeable about this but it doesn't seem right.
We all wait the final outcome or 'The Final Solution'
FURZ
You are correct, technically however it would be a very dangerous path to walk given how many of the directives in the constitution seem to have not been followed. You would also want to trust the rest of the board and whoever is keeping the minutes of the meeting to always support that fact. It might be a bit hard to explain in a court room if the question was asked, however it would be nothing to put it under his wife/ children's name.
I don't know him but I don't think Mr Doohan would be silly enough to put himself in that sort of position however I have been known to overestimate people before. Simon Furzer said:
Hi David I don't want to get involved in the politics but whilst you may doubt Mr Doohan is involved, and I am not offering my own opinion on the matter, by what you have posted, it seems that if he declared his interest and did not vote then if the rest of the board voted in his favour there would not be any issue. The same as any other member of the board.
I love karting, ( and I have mentioned often on this site how lucky we are in WA having such a great karting community, administrators and great numbers of competitors) but know nothing about 'Governance' and it seems odd that one person, whoever they might be, can walk in, win over the other board members, abstain from voting and secure a fairly lucrative personal business arrangement. Am I reading this wrong. I am sure Neville Scullion and Paul Hewitt are more knowledgeable about this but it doesn't seem right.
We all wait the final outcome or 'The Final Solution'
FURZ
David not being critical of your precis but a couple of things.
Lets start at the bottom.
Every karter is a member of a club. As a club one of its number is elected to represent that club at a state level otherwise we open the meeting to every karter to attend a state meeting and that is not feasible. As such that delegate takes the issues of his/her club to that state level via the SKC, its agenda's and meetings.
Every club member is now referred to as a provisional member under CLG constitution at 2.4 Provisional members are financial members of Associate members. Provisional members have no right to vote, be given notice of a General Meeting or be heard at a General Meeting.
Every Club is referred to as an associate member under CLG constitution at 2.3 Associate members are all karting clubs affiliated with the ordinary members, be they incorporated or not, who presently hold a valid track licence. The number of associate members is unlimited. Associate members have no right to vote or be heard at a General Meeting, but may be given notice of a General Meeting.
Each SKC is formed by the club delegates and from its number a president is elected. That President makes his/her way directly onto the Executive Commission. (That Executive Commission used to be known as the NKC, however since we went to a CLG, it is now defunct being replaced by the Executive Commission - EC). Each state is represented on the EC and each President should take directives from their SKC's. Each SKC is referred to at 2.2 Ordinary members are the state and territory associations who have executed a Memorandum of Understanding under clause 8.5 herein. Ordinary members have the right to vote, be given notice of a General Meeting and be heard at a General Meeting.
Now each state has signed a Memorandum of Understanding (MOU). Along with a number of other references there are these extracts which highlight that understanding between AKA and the States :
acting as a conduit between members, clubs and committees of management;
3.8 Consequences of AKA Non Compliance(a) The Ordinary Member may request AKA to comply with its obligations under this Agreement.
3.17 TerminationTermination of this Agreement by the Ordinary Member will be interpreted to be notice of termination of the Ordinary Member’s membership of AKA under its Constitution. The Ordinary Member will no longer be considered a member of AKA nor enjoy the rights and privileges of membership from the date of termination of this Agreement.
Provide minutes of all General Meetings of the AKA to Members within 21 days of the General Meeting Distribute a précis of AKA Board decisions to the Members within a reasonable timeframe.
From that constitution:
7.5 The Board shall at its first meeting held after each election, elect one of its numberto be Chairman for a 12 month period.
The Chairman so elected will also be responsible for keeping the associate andprovisional members notified of any matters considered by the Board which affecttheir interests in the AKA as a separate portfolio of responsibility.
Your reference to R13, does not preclude a person from being involved in a contract, but they must express their involvement and refrain from any decision making. Simon has covered that.
R17 is the boards prerogative to invite persons to observe and or address its meeting. Generally they are held in private, however must be minuted.
R35. Any EC member can apply to view the books, including financial or minutes records. That must be authorized in writing other than a duly appointed judicial officer who may have authority in the normal course of his/her employment to inspect same.
Apart from the EC, each State or Territory association (SKC's) have a direct link to the KA Board. (See attached flow chart) He is where are SKC's are able to directly deal with the board on any issue pertaining to karting. This is where the information flow should be enacted. So if one state as a consensus of all clubs suggested we have square pink tyres, then it is that route, the A1 rule, that is to be followed and that matter placed in the hands of the board for its consideration. If they consider it in the affirmative then they direct the CEO of KA to implement a plan to introduce square pink tyres. If not they respond back to the President of that SKC (State body) who will then inform that SKC, who should in turn inform the respective club members. (No where so far have any states or clubs been asked for an opinion or to provide input to cast a mold for our sport. The Board in essence should be relying upon the data provided by the States to formulate policy. All we keep getting is to shut up and wait until we are told what will happen).
It seems that the biggest issued surrounding karting is the probability of new engines being introduced. No where can I find who floated this idea in the first place, and when it was pursued by the old regime and now the new administration the ones most directly affected, the karters have not be informed and certainly not consulted in any way by a group of inexperienced people. This then takes us back to 3.17. Don't think it can't happen.
I would encourage every member to read up on the constitution and ask questions as to its governing power.
Attachments:
AKA-Ltd-Structure-6-Directors-January-2014-5.pdf, 583 KB
I knew it was a little more complicated than i had stated, but I was focusing on a process that could yeald a result, that being force open the lines of communication, from there, how to remove thoes that are not following the constatution or doing their job, and failing that, install people into positions to change the constatution to make it workable.
The ins and outs, while important, are just to complicated for a lot of people to understand with so many different bodies and levels, letalone work within a framwork to achieve anything constructive.
LETS FIX IT. How do we get the communication happening? This is the single biggest issues.
Ask your club/state president is where it has to start for the average punter, correct?
So then what is the purpose of AKA V KA. they are different but who controls what? Inderviduals that is. there seems to be a number of acranims that are driven by the same people, therefore if you follow the process it seems to loops, and they dictate to themselves what they are to do?? or am I still missing something?
So to clarify,
Club members are members of an associate member (club), to an Ordinary member (states), of the association (KA)
In addition the clubs have a member on the SKC, who has a representitive from each state to make up "state and teratory associations" that has access to the board. But can they vote or remove members of the board?
David, yes that's correct.
AKA likes now to be called Karting Australia. My understanding is this name is registered by CAMS, yet we have not received any answers as to why we have adopted that name change. Albeit there is nothing out of the ordinary to have a company name registered but then trade under a different name. Eg. Joe Bloggs Investments T/A Bloggs Fencing Contractors.
We all now fall under the umbrella of KA (Which in essence is the AKA). Having said that the roles and responsibilities don't in effect alter as far as obligations to the stake holders. The primary stakeholders in our sports are the club members, which are defined in the constitution as provisional members.
I have attached a document below that outlines a NFP structure and guidelines as published by the National Institute of Company Directors. This is not a law, but sets out some best management practices. Most of it common sense. I will draw your attention to pages 48 and 49. You might like to respond after you have a chance to read that section?
I have also attached a second document that might be useful in determining the differences between an Incorporation and a CLG for anyone interested. David Arnold said:
So then what is the purpose of AKA V KA. they are different but who controls what? Inderviduals that is. there seems to be a number of acranims that are driven by the same people, therefore if you follow the process it seems to loops, and they dictate to themselves what they are to do?? or am I still missing something?
So to clarify,
Club members are members of an associate member (club), to an Ordinary member (states), of the association (KA)
Attachments:
NFP Principles and Guidance 131015.pdf, 608 KB
NFP-structures-July-2012.pdf, 167 KB
Hi Simon,
unfortuantely we don't pay enough attaention to politics and I quite undertand why too, but its this lack of scrutiny by the masses that allows things like this to occur, whilst we sit back and REACT to the ACTIONs we will always be the loosers, THEY need to REACT to OUR ACTIONS.
What we really want is clear communication on whats being proposed, so we the end users can at least have say BEFORE they [ the board] effect us all.
Coming upto year one of KA and to say I am happy with the change is not accurate, its starting to smell like the previous one especially in the communication department. What we sere sold is not what we got.
As for vested interests I cetainly HOPE the man in question has NOTHING to do with the importation, it is my belief that ANY person at this level should not even TENDER for ANYTHING. even if he has done everything correctly the stigma of vetsted ineterest will stick, perpetuating the belief that industry and greed runs this sport. we see it at every level of politics we don't want it here.
David Arnold said:
You are correct, technically however it would be a very dangerous path to walk given how many of the directives in the constitution seem to have not been followed. You would also want to trust the rest of the board and whoever is keeping the minutes of the meeting to always support that fact. It might be a bit hard to explain in a court room if the question was asked, however it would be nothing to put it under his wife/ children's name.
I don't know him but I don't think Mr Doohan would be silly enough to put himself in that sort of position however I have been known to overestimate people before.Simon Furzer said:
Hi David I don't want to get involved in the politics but whilst you may doubt Mr Doohan is involved, and I am not offering my own opinion on the matter, by what you have posted, it seems that if he declared his interest and did not vote then if the rest of the board voted in his favour there would not be any issue. The same as any other member of the board.
I love karting, ( and I have mentioned often on this site how lucky we are in WA having such a great karting community, administrators and great numbers of competitors) but know nothing about 'Governance' and it seems odd that one person, whoever they might be, can walk in, win over the other board members, abstain from voting and secure a fairly lucrative personal business arrangement. Am I reading this wrong. I am sure Neville Scullion and Paul Hewitt are more knowledgeable about this but it doesn't seem right.
We all wait the final outcome or 'The Final Solution'
FURZ
That is pritty much how I understood the KA to be like any other business (Company). Unfortunantly, in my experience when these type of organisations that have a captured audience seem to be short on communication to their stake holders. The Board seems to like to call the shots that suits them, but never take responsibility for the outfall or actually care to represent the stake holders. The CEO typically then does what he/she wants to do, once keeping the board satisfied with their own wants.
this is were the Members need to call the shots, however this MOU I hear about may dramatically impede that from happening.
It still comes down to the members (states) if you want to make anything happen as I see it.
Communication is great to suggest but assume you are dealing with a hostile board and CEO, never mind about what should happen or might happen, you need to focus on what you can MAKE happen under law or you will be just given the run around like the AKA have done for the last few years. Line the ducks up and then start taking them down until it is operating as required by the stake holders. Neville Scullion said:
David, yes that's correct.
AKA likes now to be called Karting Australia. My understanding is this name is registered by CAMS, yet we have not received any answers as to why we have adopted that name change. Albeit there is nothing out of the ordinary to have a company name registered but then trade under a different name. Eg. Joe Bloggs Investments T/A Bloggs Fencing Contractors.
We all now fall under the umbrella of KA (Which in essence is the AKA). Having said that the roles and responsibilities don't in effect alter as far as obligations to the stake holders. The primary stakeholders in our sports are the club members, which are defined in the constitution as provisional members.
I have attached a document below that outlines a NFP structure and guidelines as published by the National Institute of Company Directors. This is not a law, but sets out some best management practices. Most of it common sense. I will draw your attention to pages 48 and 49. You might like to respond after you have a chance to read that section?
I have also attached a second document that might be useful in determining the differences between an Incorporation and a CLG for anyone interested. David Arnold said:
So then what is the purpose of AKA V KA. they are different but who controls what? Inderviduals that is. there seems to be a number of acranims that are driven by the same people, therefore if you follow the process it seems to loops, and they dictate to themselves what they are to do?? or am I still missing something?
So to clarify,
Club members are members of an associate member (club), to an Ordinary member (states), of the association (KA)