Lynton and Barnstaple - Operations and Development

A full list of shareholders in OSHI is now on companies house, to say Anne is committed to the railway is an understatement, even more so when you take into account what she has invested in 'Charles Wytock', some are quick enough to accept her money then set about trying to kick her out, just goes to show what sort of morals they really have.

 

Very interesting. For some reason, I added all that up. It comes to approximately £1,055,000 in class B shares (on top of the £50,000 class A shares).

I see that Anne is now listed as a director of The Lynton & Barnstaple Railway Trust.

 

I do know that some members have an opinion about this, but I do wonder if it is now the time to bite to bullet and ask the question about this bit of trackbed and then if acceptable to make an offer for it.

What went on in the past can not always easily be undone and at the end of the day it could be said that the L&BR was closed illegally.

So I think it might be the best thing for us to do is to open up a conversation and if it is available, it would complete a substantial section of the L&BR into the groups hands.

 

[Cross-posting from exmoor-ng]

Meanwhile, rumour has it that the recent elections have merely exacerbated the internal divisions within the Trust Board and 'polarised' it effectively into an 'old guard' of 6 and a group of 3 newcomers.

Let us therefore examine the hypothetical situation that some/all of the '6' might decide that they can/will not work with some/all of the '3'. In such a case then they might (say) decide that some/all (?) Trustees would stand down and then stand for re-election at an EGM. But what would that achieve, other than yet another waste of Trust funds?

Resignation from a Trustee post is a matter of personal decision and not something that could be forced on anyone by (say) a vote of the Board. My guess therefore would be that the '3' newcomers would decline to step down and therefore would remain in post as Trustees after the EGM. If that were to be the case, then what would be the point of any of the '6' standing for re-election, given that the 'them & us' situation would remain unchanged thereafter?

Noting the increasing similarities with the 6/3 situation which existed elsewhere some years ago, maybe such a EGM would be an ideal opportunity for some/all of the '6' to stand down for good and maintain at least some dignity in the process. After all, if there were to be yet another set of elections, then surely it could not be restricted just to those Trustees who had stood down - there would have to be a fresh call for nominations from the wider membership anyway.

Nothing like a bit of speculative thinking on a wet Saturday afternoon, but who knows? Certainly not the membership.....yet.....

 

This post got me re-reading the M&As. As I read them, if trustees resign between AGMs, the remaining trustees remain in office subject only to limitations that they need to restore a quorum - which can be done through co-options until the next AGM. It would then be their choice as to whether to use an EGM for the purpose.

The exception would be if the number of trustees were to fall to 2 or less, at which point replacement(s) would have to be in place before the resignation(s) could be effective.

 

The minimum number for Trustees is 3. So as long as the new '3' remained in office there is no requirement to co-opt any further people, but for practical purposes it would be useful to have help.

No Trustee is allowed to resign if in doing so it brings the number of Trustees to less than 2. But if we assume that the 'new' 3 do not resign, then that circumstance will not arise.

 

Agreed. It is also clear that other board members - including the Chairman who is only first amongst equals, rather than having any executive role as I read it - cannot force a duly elected Trustee to resign: if you decide you cannot work with person S, then you are free to resign.

 

With many aspects of this project, there are ongoing conversations taking place in the background and have been for many years. here, time is on our side.

 

Unfortunately it seems a fairly predictable outcome of a split between established and new Trustees. Probably those elected on mandate for change have difficulty in accepting the fundamental principle of collective responsibility which requires their acceptance of majority decisions. If they can't do so in all conscience they should resign but, of course, they may be a reluctant to let the "old guard" majority win.
What has surprised me about the L&B Trust Articles is the absence of express provisions dealing with the potential removal of dissident trustees in such circumstances . It would not be unusual for Articles to allow that to be achieved by a majority vote of the Trustees. In practice Article 61 contains very wide powers for the Trustees to make rules about matters which would normally be covered by the Articles. It would therefore appear entirely legitimate for the majority trustees to adopt rules giving the authority to remove any of their number who for feel unable to abide by majority decisions.
It may not be what those anxious for regime change want to hear but as far as I can see the possibility of removing dissident trustees exists and would, if the necessary rules are adopted, be in accordance with the Articles.

 

The fact that someone has contributed much financially does not mean they cannot be investigated.

 

The next AGM will be here before we know it.

 

You overlook the requirement that these be agreed by the membership first.


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Well, a perfectly predictable response from @Lineisclear , I'm afraid.

According to this "logic", the actual outcome of the Members' voting - two new trustees, two returned, one of the two new Trustees topping the poll by a fair margin, one of the returnees only narrowly ahead of someone who had been libelled by the Trustees who then acted illegally in attempting to veto a valid nomination - is irrelevant if you can muster a bare majority on the Board. I wonder if @Lineisclear and @H Cloutt would take the same view if they were newly elected Trustees elected on a change mandate?

This sort of majoritarian nonsense is the absolute last thing the L&BRT needs - and fortunately as @35B points out, any changes would have to be approved by the Membership (at least for now). If you want the healing that @DaveE speaks eloquently in favour of, then a Board needs to be able to recognise the mandate of all of the Trustees and find a common way forward together: nuking "the other side" and changing the rules to suit yourselves would be completely counterproductive whoever tried it - your "advice"@Lineisclear is neither welcome nor helpful; thank godness I'm not involved in any railway in which you hold any office with these sorts of attitudes.

 

Quite right @H Cloutt - but it is also risible to imply that someone so invested in the L&BRT, LBBC and the whole project is somehow an enemy because they happen to disagree with the current Chairman. A Chairman on whose (long) watch, I note, has failed in the overiding project of extending the railway - a failure that he then blames on everyone else. A decent man would have taken responsibility and resigned, putting himself up for re-election.

 

The post was a response to the assertion that it should be the old guard trustees that must
resign. There's ample guidance out here , not least from the Charity Commission, as to what minority trustees should do if they cannot accept the majority decisions of their colleagues. I was simply stating that. With all due respect to 35 B his reading of Article 61 and mine are not the same. The members in general meeting may amend the rules but it seems quite clear that the board have the power to fill gaps in the Articles without needing members' approval.
Just because you don't like the message is no justification for shooting the messenger.

 

No doubt it will add to your ire but it seems to me that much of the angst is reflected in your assertion that the overriding project is extending the railway and that the success or failure of the trustees should be judged against that That may be the hope and expectation of many of the members but as far as I can see it's not a fundamental part of the Trust's charitable purposes. At the end of the day the Trustees are primarily responsible for the achievement of those purposes. The specific mention of the old L&B in that regard is to the furtherance of public education . It would be arguable that having more of the L&B recreated help but it's a means to that public education purpose not a charitable end in itself. Perhaps that disconnect between member's expectations and the duty of the Trustees, for which they are answerable to the Charity Commission, is the cause of some of the tension?
The other overarching duty of the Trustees is to ensure, so far as possible, the financial viability of the Charity. Whisper it quietly but it is at least possible given the huge financial cost of extending the railway that financial sustainability is, for the time being at least, best assured by simply operating what exists. That would be entirely consistent with the charitable purposes.
What would seem to be required before any commitment to extend is a financial and business plan that gives reasonable reassurance that its implementation would not risk the survival of what has already been achieved and would enhance achievement of the charity's public benefit purposes.

 

Clause 69(2) states:- "...
The Charity in general meetings shall have the power to alter, add to or repeal the rules or bye laws and the trustees shall adopt such means as they think sufficient to bring to the notice of members of the Charity all such rules or bye laws.....

I would very interested to see who - if anyone - can point me to the place where any/all such 'rules or bye-laws' have been recorded and made available for the notice of members.

 

In which case - why have the trustees frittered away so much money in recent years pursuing the legal framework for an extension?

You can’t have it both ways: either they see the charitable purpose of the Trust is bound up in extending the line (in which case they have signally failed); or else they don’t see extending the line as intrinsic to the charitable purpose (in which case they have wasted large amounts of the Trust’s money on pointless legal work for something that isn’t necessary to pursue).

Do you want the cake, or do you want to eat it?

Tom

 

Indeed, and it maybe that none have been made so far. The point was that Article 61 gives the Trustees the power to make them and then , having done so , they must draw them to the members' attention with the members having power in a general meeting to change them. In practice that would require circulation of an appropriate members' resolution beforehand not just a proposal from the floor at a general meeting.