Australian Warbirds

[T28D]

Thereason stated was that they had lost confidence in me and in my ability to actas President/ Chairman. I advised them that what they were doing wasillegal and improper and that no proper notice was given or the reason for theteleconference. In short, the teleconferencewas not a legal board meeting. Thepurported actions and decisions had no force in law, even had the meetingbeen correctly called.



Onthe 6th December 2012 my lawyer wrote to the Secretary further requestingthe members list, and stating the provision of the Corporation Act 2001 underwhich the demand was made, S.173.



Thisrequest was again unlawfully refused, leaving me no option but to proceed viathe courts to enforce my clear legal rights under the relevant provision of theAct, S.173.and;



· To protect your rights to be properlyinformed as to developments in the company, a legal obligation imposed on alldirectors, and;



· to protect your interests as members.



Onthe 6th January 2013 a further teleconference was arranged by theSecretary to appoint a lawyer to act on behalf of AWAL in the pending SupremeCourt action in Brisbane on the 17th & 18th January2013. It was agreed by a majority of theboard members present, that the Secretary appoint a lawyer to act for AWAL.



Allthey really needed to do, if they had been properly informed and advised, wasto deliver up the Members Register, as they are statutorily obligated to do.



Hadthe Board complied with its basic statutory obligation the matter would havestopped there and the adjourned AGM would have proceeded on 19 January 2013.



Onthe morning of the 17th January the judge predictably ordered themembers list be sent to me. I received the list electronically by 12.50pm QLDtime that day minus the phone and fax details.



Onthe 18th January 2013 the judge handed down a judgement in my favourcancelling the adjourned AGM on the 19th January 2013 because of theprejudice that AWAL’s conduct had caused in failing to comply with basic andwell known statutory obligations.



Costs were awarded againstAWAL. This entirely unnecessary refusal to comply is likely tocost AWAL members at least $50,000.



Summaryfor your consideration.



Whenthe Board received my memo of concerns on the 14th November theyunexpectedly reacted very personally.



AllI was doing was making sure we got our house in order and that we werecompliant.



CONCLUSION



Iam totally committed to ensuring that;



· wehave a strong and accountable Board and Management, with proper regard to therights of members, and the proper legal role of directors and officers of thecompany, in only acting in members interest.



Iam concerned that some of the current Board have a strong inclination to;



· act in a manner not in the bestinterests of AWAL Members.



· Inshort, acting deliberately, or in ignorance of their statutory duties asdirectors and officers of a public company.



· ASICand the Corporations Act 2001 makes it very clear that ignorance is not adefence available to a director or officer of a public company.



Bytaking the action that I have outlined above, I have demonstrated my commitmentto the role that I hold and I ask for your support for me and my team to enableus to deliver the proper standards of corporate governance that;



· Youare entitled to expect, and;



· We,as your elected directors, are required by law to deliver.



Thequestions facing AWAL are operational matters, as we are acting as aself-administrating organisation on behalf of CASA, and it is important that Icontinue to be a director because I understand the issues and have a clear approach to ensuring regulations areattended to in your interests.



Ihave been a board member for 18 years and president for 3 years.



Ido not want to see AWAL lose any of the great advances we have made since 1998in the operation of ex-military aircraft in Australia, as what we have here isunique.



Based on the draft changes to Part 21and the draft Part 132, we are in danger of losing many of the rights andfreedoms we gained in 1998.



None of these changes have beenproperly justified as being safety related.



Members have not been properly informedof the ramifications of the changes by the management of AWAL and I haveenclosed a review by Stephen Dines on Part 132 for your perusal. If you do nothave a copy of the Draft new Part 132 please advise and I will send it to you.



Ifyou agree, vote for me and the team I have personally nominated, who aresupporting me, and are highly recommended for the board.





THE TEAM UP FOR YOUR NOMINATION .



· Squadron Leader Phil Frawley,

· Matt Handley,

· Kevin Warren,

· KimRolph-Smith.



If you, for any reason, cannot attendthe AGM, I have enclosed proxy forms and stamped self-addressed envelope foryou to use, so don’t waste your vote.



All existing proxies for the original2012 AGM are now null and void.



I value your support. It is veryimportant to send your proxies to me wellbefore the 48 hours of the AGM otherwise your vote will not count. Pleaseadvise me of your email, fax or phone contacts so that, I can personally adviseyou immediately of any updates or changes prior to the AGM on the 24thFebruary 2013.



Even if you wish to lodge your proxywith the Secretary, please mail, fax or email me a copy, so we can properlyaudit the proxies, to make certain none“get lost”.



· Direct your proxies as to how they areto be exercised, and;



· strike out “----- or the Chairman ofthe meeting”.



Please don’t hesitate to ring me to discuss any items you’reconcerned about before voting or if you wish to be kept informed on any mattersleading up to the next adjourned meeting.



My contact details are:-



Mobile: [phone]

Hangar: 07 3274 2639

Fax: [phone]

Email:[email protected]





Yours faithfully,



M.P. Rolph-Smith