Lynton and Barnstaple - Operations and Development

I’ve been reflecting on the M&A / EGM issue, and I'm grateful to @RailWest for his thoughtful post on Exmoor.NG on the subject.

I go back to what the M&As are – our foundational document, the rulebook, and ultimately a sort of a contract between the L&B and us as individual Members. This works both ways: as Members, we have obligations to the Railway; the Railway, through the Trust and its Trustees has obligations to follow the rules in conducting the Trust’s business on our behalf.

As such, the M&As are vital, and should be periodically updated – adding in electronic voting for our overseas Members, for example, should be a non-contentious change; Exmoor Associates operated a very smooth electronic ballot recently, demonstrating just what is possible.

But because the M&As are so important, change should be gradual, considered and reflect a consensus of the Members. The best way for this to happen would be to establish a review group of anyone who was interested, to tap the Members’ expertise in a range of areas. This group would then produce a draft for comment, and redraft it in light of the comments received; the end result would be a document securing such wide support that the 75% requirement would be a formality. (For the record, with a background in governance, I did volunteer to work on the M&As and never heard back from the Trust.)

None of this has occurred here. Instead, at a time when we are under investigation by the Charity Commission for poor governance, we have split Board with the majority attempting to ram through fundamental changes at a special meeting in order, it appears, to ensure that only candidates that “the six” support can stand in the annual 2024 Trustee Election. Given their record in attempting to illegally keep Anne Belsey off the ballot last year, their motives are plain.

This is ridiculous: at a time when all the Trust’s resources should surely be directed to the extension, we face a second totally unnecessary mailshot (£3,000 and counting) and the costs to the Trust and to Members to go to a meeting in Lynton about eight weeks before the AGM, where these issues could be considered. Frankly, "the six" should be ashamed of themselves on financial stewardship grounds alone.

@35B said it well earlier in this thread – the fact that “the six” are attempting to use constitutional change as a factional weapon is reason enough to reject these proposals.

By far the best course of action would be to cancel the proposed EGM, establish a working group on changes to the M&As with a remit to bring draft proposals back to the Member’s Forum this autumn. This should also allow us to incorporate any recommendations from the Charity Commission in the new draft. The working group would then provide a final proposal early next year for voting on at the 2025 AGM. To provide confidence that no one is attempting to rig the elections, any changes to voting would take effect from the AGM in 2026.

 

An EGM (and also the AGM) has been announced today on the L&B website:

https://www.lynton-rail.co.uk/trust-notices

 

Clause 5 of the M&AoA requires that notice of a General Meeting "...shall be given to all the members..." {my emphasis}.

It is questionable whether simply posting on the web counts as 'giving', as it requires the members to go looking for the notice rather than the notice being delivered to them - a 'pull' notification rather than a 'push' notification.

I would argue therefore that compliance with the timescale defined in the M&AoA for 'giving notice' will still be dependent upon exactly when the written notices are posted to members, regardless of the prior publication of those news items on the web. Let's hope they get it right this time!

 

That's not a notice compliant with s311 of the Companies Act 2006. It doesn't state the general nature of the business.

Sent from my SM-T575 using Tapatalk

 

Quite. Especially for the EGM, I regard it as a "save the date"; no more and no less.

 

And here we go again....

 

To be fair, I read it like @35B, as a prior advice. It does say "Meeting details and supporting information will be sent to UK members by post in the usual manner and members outside the UK will be informed by e-mail if they have registered an email address with the membership secretary" , which "details" I would take to be the formal Notice of Meeting. Nice to see the recognition of the need to email overseas members but why are they still wasting printing, stationery and postage on "home" members who have email ? Even if this only 50% of the members that would save over £1000.

 

To be fair, with regards calling the EGM, they haven't done anything wrong yet. They have advised members (via the website) that there will be a meeting, where and when, and that the relevant papers WILL be sent to members, including email options for overseas members. Okay, so they have described it as having given notice of the EGM which may not be strictly accurate in the official manner, but at least we know, and it will depend on what is sent and when it arrives in the post/email.

 

As I read the notices, it will be either post for UK members or e-mail for overseas members.
So what about those overseas members who may not have, or want to use, email? Though to be honest, I would suspect that number is quite/very small.

 

In normal circumstances, I would be entirely relaxed. My concern is based on the issues last year, where various arguments were advanced as to what constituted "notice" but without seriously addressing serious deficiencies in process. My fear is therefore that lines get blurred, and that there is (again) ambiguity about whether the meeting is valid.

If I'm driving 500 miles in a day to attend a meeting, I'd like it - and the decisions it reaches - to be unambiguous in their authority.

 

That is how I read it too. Post for home members, email for overseas. Whilst email submissions have the advantage of a complete electronic trail of what is submitted and when etc. should there be any dispute, but the overhead in managing that for all 3000-odd members is considerable, and probably beyond the Trust's internal logistic capability, although external resources could be employed. It remains to be seen what is included in the official notifications when they are sent...

 

Who cares that its not , ive been able to book time off work now because of the advanced notice , and considering there is still 2 weeks minimum before its considered as not enough notice

I think its quite clear that nat pres and its band of merry men are just out to point blame where there currently isn't any blame

and the beautiful thing is , there's locals from paracombe on here who don't want the railway and there's currently...and adding , over 500 pages of ammo for them to use , good job everyone your now as bad as the "3" or the "6" depending on what way you look at it .

 

We are pointing out where the procedures are less than ideal, especially in the light of previous weaknesses. Blame should be assigned to those who commit the sins, not those who point out the sins.

 

Exactly - I would regard it as Notice. Could it be that you would only regard the notice as invalid if the meeting didn't reach the conclusion you wanted?

 

At the moment, it doesn't matter - as you say, it allows people to plan their diaries. If we get to the meeting, and the legally required notice hasn't been provided, that means that the result of the meeting (for or against the revised Articles) would be void, and we would be back to square 1.

These are technicalities, but they matter - if I can't trust someone in the small details, how can I trust them in something larger?

 

Notice is legally defined. The announcement on the website does not provide one of the mandatory items; therefore it is not Notice for the purposes of the Companies Act 2006. Which is ultimately all that matters for the purposes of whether the conclusion from the meeting is legally valid, and therefore as the basis for next steps.

I look forward to receiving something in the post soon, and being able to do the reading I need to do on the proposals, and therefore form my views.

 

Agreed.
And if @Small Prairie is so concerned about providing 'ammunition' for the 'locals of Parracombe', then surely he should welcome any efforts to ensure that the Board can be seen to be doing things properly and legally?

 

True, but then again, there's locals from Paracombe who are L&B Trust members who don't want the railway, and they already have plenty of ammo... (If I were against the railway, the first thing I would do is join as a 5th columnist)

 

https://www.lynton-rail.co.uk/trust...-g7f2qiM7dTCrMcxIqrZC7QlomiaE0idavrZQbLC1hk2g

 

So that also includes you seeing that you have made comment, I hardly think anything said on here has done as much damage as that of certain trustees over the last dozen to 17 years and especially more so in the last 6 years including the debacle that was the S73 which seemed to have caused considerable unrest, I find it interesting that blame and ridicule is currently being aimed at one trustee in particular for apparently upsetting a farmer and a neighbour of the railway yet nothing has been said of those trustees who have managed to p#ss off half a community, I'm sure the only reason why you criticise what is posted on here is because you can't control what is said unlike the Facebook page which is totally controlled, no doubt you would like all these issues buried in the hope that they will go away and let the issues fester unchallenged until it's too late to do anything