Lynton and Barnstaple - Operations and Development

The voting commitment, though it might require a General Meeting, was in the context of the then current list of candidates at that time, not a hypothetical future AGM. Purely practically, this member would have no issues with a single agenda EGM being called, with voting papers circulated with properly prepared proxy arrangements, in expectation that it could be held in the proverbial telephone box.

The issue here is not what might be lawful, but what would support the commitments made to those members present in Lynton a month ago.

The practical effect of waiting till the next AGM is that the requirement for trustees to be elected will have been subverted, with those retiring by rotation being co-opted and those standing anew being deprived of their ability to be considered.

All of the above presumes that the meetings held in May for Trust and CIC were valid AGMs; that is a contested (and contestable) point. It would IMHO be prudent to ensure that the elections are held within 15 months of the 2022 AGM, at a validly notified GM, to avoid the consequences if the May meeting were found not to have been a validly called AGM.

 

I think we agree! If the AGM was ultra vires as you suggested then both it and the nominations process leading up to it are void. So the process starts again within the 15 month deadline but in the meantime the existing Trustees remain if office.

 

In which case, the Trustees had better get onto the matter pretty quickly, or they are likely to run out of time (yet again) to give the 'due notice' and still be within the 15 months limit !

A further question - what happens to the proxy votes sent in by members in relation to the May meeting? Given that the voting list for the elections need to be changed, then those proxies should be declared as void and no longer available to the Chairman to use ("oh look folks, no-one voted for AB" - not surprising, given that her name was not on the original list!). But given that the Secretary seems unwilling to do anything without the Chairman's direction, and the Chairman seems loath to show any initiative at all, is this yet another aspect of the fiasco that will be allowed to 'drift' ?

The more that I read - and re-read - the M&A0A, it seems clear to me that they were written (reasonably well) to say what should happen, but say little about what should be done in the event that matters do not go according to plan :-(

 

You beat me to it, @RailWest - do you know what the actual timetable would have to be?

For me, the really telling point is a ways up thread - the M&AoA are predicated on those who are administering them to behave decently and honourably. And it seems that this is where we have a problem.

 

I would have thought “innocent until proven guilty” to hopefully, be the very definition of fairness…

 

As the poet almost put it "we have Miles to go before we sleep..." (adapted, Robert Frost)

 

Which is where issues arise with a disciplinary process initiated by the same individuals who would adjudicate on it.

 

We do agree on that. But the first part of my post was equally important. The agreement of those present to continue the meetings was based on an explicit commitment. One half of that deal happened - the meetings proceeded. The quid pro quo now needs to be fulfilled.

 

I suggest they have made their position crystal clear!

 

It was 90F in my shed this afternoon, after which my brain is knackered - and with a nice chilled bottle of Pinot set aside for dinner, probably even more addled afterwards, certainly not up to trying to work out AGM timescales today sorry :--(

 

@62440 - one hopes that they'd having a pretty fundamental rethink.

 

Somehow I doubt it. I hope I’m wrong.

 

You and me both, @62440

 

For those not on Exmoor.NG, Anne Belsey has asked me to cross post from there.
____________________

Friday 16 Jun 2023, 08:41

Dear L&B members and supporters,

Followers of Exmoor-NG will no doubt be aware that I have been threatened
with disciplinary action by the L&B Board of Trustees with a view to
removing my L&B Trust Life Membership.

On 12th April I received notification of allegations against me that I had
breached the GDPR in using the membership database, that I had libelled
certain Trustees and that I had encouraged L&B members to support Exmoor
Associates and/or the Yeo Valley Trust.

No specific charges were made detailing why in contacting members who
had provided me with their addresses I had breached GDPR, nor details
provided of what words had libelled anyone. (To be libellous, a statement
has to be false.)

Nor has Mr Miles explained how working with EA and/or YVT is not in
accordance with Article 4 (23) of the L&B Trust's own Memorandum of
Association which permits the Trust (i.e. Trust members) 'to aid and
co-operate with any charitable association, society or corporation having
amongst its objects similar objects to those which are included within the
objects of the (L&B) Trust and to liaise and co-operate with any company
operating the Lynton & Barnstaple Railway or any part thereof'.

(Imagine my surprise upon receiving, with the last magazine, a glossy
invitation to support the purchase of a Darjeeling Himalayan locomotive,
not for use on the L&B, but simply to prevent it leaving the UK. This is
doubly ironic given that in 2019, I did buy a locomotive to bolster the
L&B's motive power stock.)

During the (invalid) AGM of 13th May many members expressed their
unhappiness that my valid nomination for election as a trustee was not
included on the ballot paper (and the failure of members not being able to
select a proxy other than Mr Miles, amongst other complaints). There were
also expressions of concern over the nature of the 'disciplinary hearing'
that I was facing. Calls were made that it should be before an independent
and impartial panel.

Mr Miles made two promises to the membership at that meeting; the first
being that my name would be on the ballot paper for the re-run Trust
election, and the second was that my 'disciplinary hearing' would be before
an independent and impartial panel.

To date, neither promise has been fulfilled. The failure to re-run the
election after more than a month is particularly damning, given that all
the documentation needed for it, including my valid nomination papers, have
been with the Company Secretary all that time.

On May 19th, Mr Miles informed me that the disciplinary panel would consist
of the Trustees with an observer from the HRA. This failed the independence
test.

Mr Miles then proposed to use a company called Peninsular
Face2Face to draft a report, so that the L&B Board of Trustees could decide
this case. This also failed the independence test.

Worse, not only would the process not be independent, it will cost the L&B
Trust several hundreds of pounds.

To have acquiesced with either of these two proposals would have made me a
party to Mr Miles breaking his promise to the membership at the AGM. He did
not just promise me that the adjudicating panel would be impartial, the
promise was to the membership.

To break the impasse, I suggested a panel consisting of the railway's own
chaplains (three retired vicars who regularly volunteer on the railway),
who created a chaplaincy a few years ago for the very purpose of resolving
disputes on the railway.

Mr Miles's response to this proposal was: 'The agreement is to use
independent persons to hear the matters. I do not think that our chaplains
are that independent.' I don't understand how Mr Miles can come to this
view, and his libelling of our chaplains is appalling.

There matters rested until the morning of 15th June when I received an
email sent by Mr Miles at 9.31 pm on 14th June demanding my attendance at a
video conference to be held at 9.30 am on 16th June.

1. This 'ultimatum' was sent out at less than 36 hours notice. I do not
always check my emails everyday, especially if I have been busy on the
railway in some capacity and am tired. I could quite easily have missed it
until it was too late.

2. The 'official' postal version of this letter did not arrive on 15th
June, so will not arrive until after the 'video conference'.

3. The 'impartial' panel from Peninsular Face2Face will not be adjudicating
on the matter, but merely collecting evidence for the benefit of the Board
of Trustees to make their decision.

4. It is not clear who else will be present on the panel and at the hearing.



5. The disciplinary procedures being used by the chairman are not the most
up to date version.


6. The use of a human resources company in a matter relating to a member of
a society, rather than an employee, is questionable, especially given the
following sentence in the letter outlining the disciplinary process: 'You
are advised that if the allegations are substantiated we will consider them
to be gross misconduct under our Disciplinary Rules and your employment may
be summarily terminated.'

As I am a member and volunteer rather than an employee, this statement is
puzzling.

You, the Members, were promised an independent panel and a fresh election.
A month after the Lynton meeting, we have neither, and responsibility for
that lies exclusively with Mr Miles.

Regards,

Anne Belsey

 

For those not on Exmoor.NG, Anne Belsey has asked me to cross post from there.
____________________

Saturday 17 Jun 2023, 09:17

Hi all,

As ever, Mr Miles is being economical with the truth.

He says 'The first option from the HRA was put to Anne and was declined.'
This first option was only that the HRA would provide an independent
observer. To quote from the email of 19th May 'The HRA have provided an
independent observer. You may bring a representative if you wish.' Exactly
who would constitute the panel was not explained, but I can only assume
that it would have been drawn from the Trustees.

Peninsular Face2Face, so I am given to understand, is a company linked with
the HR company with whom the L&B has an account. So not entirely
independent, but the position is far worse even than that, for it would not
be arbitrating on the matter, but would merely draw up a report for the
Board of Trustees which would then make the decision. I quote from the
letter attached to the email sent to me on 14th June: 'The Consultant will
not be able to give you a decision at the close of the hearing. However,
they will provide recommendations as soon as they have completed any
investigation and deliberations, and upon receipt of their report we will
write to you with an outcome.'

The next sentence in the letter (the formal postal version of which has yet
to arrive) is also odd.
'You are advised that if the allegations are substantiated, we will
consider them to be gross misconduct under our Disciplinary Rules and your
employment may be summarily terminated.' What employment? Am I to be
forbidden from volunteering on the L&B?

Fearing that this might be so, I spent yesterday (Friday 16th) doing what I
had planned to do which was to grind the old paint off the boiler bands of
what is still locally called 'Charlie'. Another two or three days should
see the job finished, which I think is the last job I can do on the engine.
(It is up to the mechanics and machinists to put everything back
together, and then for the Paint Shop Boys to do their thing.)

Regards,
Anne

 

Shocking.
If you don't agree with the incumbents, you will be forced out. We have seen that elsewhere.
The crime of Lese Majestee.

 

For those who don't speak French:
The crime of not respecting the king .

 

What we are hearing at the moment is rather one sided. It does seem that the ballot will be re-run - we will have to await the outcome.

 

Well, Mr Miles could post on here as he does on Exmoor NG and set the record straight.