Lynton and Barnstaple - Operations and Development

I wrote to the Trustees on Tuesday as follows:

Dear All,

I understand that we are to have an EGM to discuss proposed changes to the M&As on 23 March 2024 in Lynton.

As this is a matter of weeks before the AGM, I am at a loss to understand the urgency and unnecessary expense when all of our funds should be carefully husbanded towards the extension we all seek.

The timing is especially inexplicable given that we remain under investigation by the Charity Commission, and therefore may have to change the M&As anyway in light of the Commission's recommendations.

I would be grateful to know (i) how much this unnecessary exercise is costing the Trust, and (ii) who voted for it at a properly constituted Trust Board meeting; those who have seen fit to squander our limited resources in this way should be held accountable for their actions.

I also await a response to my previous email on whether Tony Nicholson was correctly quoted in Trackside magazine which undoubtedly did bring the railway into disrepute. If he was, he should obviously be the subject of a disciplinary investigation.

Kind regards as ever,

Toby

I was delighted to get a prompt response from Anne Belsey:

Dear Toby,

I can answer your question (ii).

The EGM was voted for by John Barton, Ian Cowling, Paul Curson, Peter Miles and Charles Summer. Those voting against were myself, Chris Duffell and Mike Whittaker. Martin Swainson was not present at the meeting.

The vote was for an EGM to consider a resolution to adopt new Articles of Association for the L&B Trust.

What was not voted on and hence was not agreed at the Board meeting was that the EGM should also consider a resolution to remove myself and Chris Duffell as Directors of the Company and so, according to the email shown below from Tony Nocholson, it cannot be included in the EGM...

So on this basis, the EGM is about the revised M&As alone. I look forward to hearing from the Board on my question of the cost of this exercise, and will post their response on receipt.

 

Based on that email from Anne it would appear that there has been at least one board meeting. This is in contrast to the oft quoted statements that there haven’t been any in the last few months. Have there been others?

 

My understanding is that this was the first in a very long time.

 

Presumably a three stage strategy: (1) Change M&As (2) Get rid of “turbulent priests” (3) Block them or sympathisers from standing.

Edit: might we anticipate threats to resign if (1) is not carried?

 

Should that last question read “promises” or “threats”?

More seriously, I take the “six” as being entirely serious in their belief that it is necessary to change the rules so that they can maintain their power and control.

What matters is that, in a membership based organisation, there is accountability. This sits in a legal no man’s land, where neither charity nor company law fully cater for this imperative, and where the law does put bounds on what may be done.

I oppose this measure because I believe it to be a misstep, which will undermine the Trust and in the long term prevent it from being successful. I would do that regardless of the composition of the board, but especially where the change appears not to be focused on good governance, but on winning a factional battle.


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Actually, I understand the rewrite goes further, @62440 in allowing the Trustees to kick out any Member they deem to be undesirable. We need to see the proposed wording, but if this is the case, the vindictive track record of "the six" gives no reassurace that such a power would be used responsibly.

This would be a reasonable position to take, as "the six" would fine their position was completely untenable. But why do I doubt that they'd come within a million miles of that?

 

There is plenty of evidence on this thread of powers that they already have, and indeed powers that they actually do not have but have exercised regardless, being used irresponsibly.

 

What I cannot cope with is that six individuals put their names to the special notice that came dated 9th February. Which suggests they are all serious. It seems the plan is to get a new set of M & As which we should be sent in two to three week's time passed at an EGM, which one assumes will entitle any group of Trustees to dismiss any of their number and/or refuse the nomination of any replacements. And this as a prelude to dismissing Trustees at the AGM on the basis of a straight majority of a show of hands plus proxies in the Chairman's name. Which suggests we should expect to see two new Trustees put forward for election in the AGM papers.

 

They do. But:
1. The change would need to be passed under a Special Resolution, and obtain both 75% support and Charity Commission approval
2. It is unclear whether the attempt to remove trustees is going to be made at the EGM, as there are conflicting views regarding the validity of adding that motion to the EGM agenda.
3. There are already 3 vacancies (by rotation) for the Trust board at the May election

 

When do the existing trustees retire by rotation?

(Feels to me the six must all stand down within at most three years; and for those in for the long haul, the key must be to have credible challengers each time to effect the desired change. Even if the powers of the board to dismiss are approved, I can’t see they could continue to do that without the membership asking questions - “why do you keep striking off the people we have approved?”. In short, in a war of attrition, you have to be prepared to outlast your opponent).

Tom

 

The AGM is typically in May. On the current M&As, I can't see how someone removed in year could validly be stopped from standing in a subsequent election, whether to complete their term of office, or to commence a new one.

We have already seen the absurd situation that this can cause - great efforts were made to exclude Chris Duffell in 2021, and Anne Belsey in 2023, only to be overridden by the sheer fury of members at the breach of rules, after which they were each successful in their candidacies.

While I'm a supporter of theirs, even if they were all that is alleged, I regard it as a sign of failure by the chair that the board cannot function with them as members. Their commitment to the L&B is beyond doubt, and any board should be able to harness their energy. Instead, we're seeing almost enough energy expended on expelling them to make Hinckley Point C unnecessary.

 

Let us look at the facts please.

Firstly, unless anyone on here knows differently for certain, as far as we seem to be aware at the moment no notice for an EGM has been issued - or at least, not received by anyone yet. So we do not know what may or may not be on the Agenda.

Secondly, as regards (2) above, if it is indeed the case that a notice has been issued with an Agenda that does not include the Resolutions about Anne and Chris, what is there to stop the 'six' from calling another Board meeting, forcing thru' a vote to cancel that Agenda and EGM, then forcing thru' another vote to re-call the EGM with a fresh Agenda which does include those Resolutions? After all, if there is any way that they can 'tweak' the process to their advantage, on past experience I would suggest that it would be likely for them so to do.

 

If they believe that they need to do so - past experience also suggests a certain reluctance to believe the law doesn't say what they want it to say.

 

Clearly an organisation does need the power to eject a member. But normally there would be due notice, a hearing and an appeals process. We need to see what the new articles say.

If you google for charity model articles then you will see what the CC recommends.

 

Goodness me I’m late to the L&B party but that to me seems like a poorly constructed and ill-conceived resolution. Instead of acknowledging that they’re out of their depth, seeking fresh ideas and producing an improvement plan for the good of the railway the ‘six’ have done what weak leaders do and sought to discredit the challengers. The resolution is light on facts and high on unsubstantiated opinion.

No matter which side you believe, this is going to get more acrimonious and absorb a lot of time, money and energy. As a long suffering Peak Rail member I despaired at the antics of the former MD and I hope that L&B members will oppose any attempt by the Board to stifle dissent and extend its powers.

 

Any change to the mem & arts would not take effect until the meeting has closed so I can’t see how anyone can be removed at that meeting if the existing mem & arts don’t allow for it.

 

Which is why I assume that the majority in the board are hoping to use ordinary resolutions to effect the removals. The question is whether those resolutions can legally be brought at the EGM given the basis on which it was called.

 

So maybe the plan is to implement changed articles at the AGM with a 50% + 1 vote. Have we reached the stage of the need for 'crowd funding', viz drumming up circa 140 signatures for our own EGM (+ the p + p ) to be timed to be held after the one speculated on 23 March ? In which case we'd better start the ball rolling pretty quickly as time is running out.

 

Changing Articles requires two things:
1. A 75% vote at a General Meeting; and
2. Approval from the Charities Commission

That would be the case regardless of timing.

 

What would the aim be of that EGM - to remove the '6' as Trustees?

Consider the following from the M&AoA:-

• the quorum for a meeting of the Trustees is 3
• no Trustee may resign if in so doing the number of Trustees will fall below 2.
• the M&AoA are silent (I think - but stand to be corrected) on what happens if Trustees are removed from office and in so doing the number is reduced below 2.

Now consider the following scenario:-

• the '6' hold an EGM at which the resolutions to remove Anne B and Chris D are approved.
• there is then another EGM, called by the membership, which passes a resolution to remove the '6' from office.
• the Board now consists solely of Mike W and is inquorate, so it can no longer make any business decisions and effectively the Trust becomes moribund
• however, the rules allow Mike W to co-opt (at least) 2 people to become Trustees, so that that 'normal business' can be resumed and the Board can make arrangements to hold fresh elections for more Trustees etc. Those two co-optees could be Anne and Chris
• Alternatively, after the first EGM but before the second one, the '6' might co-opt 2 more people as Trustees. Therefore after the 2nd EGM the Board would be quorate with those 2 co-optees + Mike W and could simply co-opt a maximum of 6 more who would hold office until the 2025 AGM. If the '2' outvoted Mike W and selected pro-6 people, we could be back to square one again :-(

As you can, it's all a complex mess dependent upon who does what, when and in what order. Goodness knows how this will pan out :-(