Lynton and Barnstaple - Operations and Development

Of course the Chairman has a desired outcome! If he's been given discretion as to how to exercise proxy votes that authority has been given by the appointing members in that knowledge. If they wanted their votes to be swayed by debate at the meeting they could have appointed another proxy who could be present on the day.

 

Two points here. First, this is a charity and governed by charity standards of ethics, not the minima of company law. Second, there absolutely is a conflict of interest between the role of the individual and that of the officeholder.

As a lawyer, you’ll be familiar with the idea that justice must not only be done but be seen to be done.


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For me, and others I suspect, I would like to be sure that the Chairman only exercises the discretion which he has actually been given. Where the motions to remove are concerned especially I have very little trust that this will be so because of previous behaviour. The Chairman has form for manipulation of votes and voting process.

That this lack of trust exists should perfectly obvious to the chairman. I would expect him to recognise that and in the best interest of the organisation step aside from chairing the meeting. Indeed I believe that is their duty on two grounds; the conflict in that the chairman in their capacity as an ordinary member called for the motion; that it will be seen to be unfair and unjust and considerable concern has been raised about the conduct of this whole process.

 

It's interesting that there have been complaints that the board have not been following the law and yet when it comes to the conduct of an EGM it's being suggested that's not after all the standard against which the board should be judged!

As an individual the chairman has one vote like every other member. As officeholder he is bound to conduct the meeting in accordance with the law and the articles. Unless you're suggesting that no board member should vote there's no conflict there.

As officeholder he may be entrusted with proxy votes. Some will be for, some against, some giving him discretion to vote as he sees fit. As long as the office holder follows those instructions there is no conflict there either. Tom appears to suggest discretion means "decide on the basis of the debate at the meeting" which implies that the votes of those who voted beforehand are somehow less valuable. Some of those have made already their decision to let the officeholder to decide for them in the knowledege of who that office holder is and his likely preference. Why is that a conflict of interest?

 

1. Where did anyone suggest that the meeting should not be carried out according to the law?
2. A truly independent chairman (holding proxies or not) would not prejudge the meeting or declare his voting intentions before the meeting, instead listening to both sides of the debate and making a decision on the arguments and evidence provided.
3. How can you honestly say that the chairman should be trusted to run a fair meeting and vote, when past experience shows that he has failed to do so?
4. Tom never said that. You owe him an apology.

 

Except of course the Company Secretary hasn't been playing by the rules in refusing *any* other motions @Lineisclear .

 

Pure sophistry. The simple fact is that 'the six', aided and abetted by a complict Company Secretary have not even followed the Companies Act when it comes to motions that ordinary members wished to place on today's agenda. So I'm a little confused by your dogged defence of them, @Lineisclear .

 

@Lineisclear , 35B has put his finger on it. It is not that there is a generally held suspicion of the Chairman or other officers but that we all need to be certain that any vote taken is absolutely clear of any possibility of manipulation or bias. Something which is currently uncertain given previous attempts at controlling the voting process. By ensuring a clean process, whatever the outcome, we can all move on knowing that the result is genuinely the wish of the members. Anything less than that will leave the situation open to more claims and counter-claims, which will benefit no one.

If you are unaware of this concept and its ramifications I can only assume that your legal experience did not include criminal courts, where I have seen the principle in play on a number of occasions.

 

Yes I understand the thrust of what your saying is that there may be no trust. That's different from a conflict of interest. I emphaiszed that the chairman must conduct the meeting properly and certainly without any manipulation or bias. The normal way of doing that would be to elect independent tellers to verify that the voting process is above board and the results accurate.

 

Short memory problems? You 've obviously forgotten about how the number of chairman's claimed proxies went down from 'over 500' to just 76 once independent tellers took the count at the WSR

 

It would be very simple for the chairman to avoid the potential acrimony that may result from the hint of bias. Simply not to be the chairman of the meeting at least for those motions where he has already declared his clear view. That and independent tellers AT the meeting. Your suggestion that the chairman be trusted to run the meeting properly will almost certainly lead to accusations that it is not. Those will be very damaging and best avoided. Basically what you suggest may be right, but it is impractical at best in the current context. And we must agree to differ about the conflict of interest which is to me very clear.

 

A suggestion often made during the WSR saga.

 

If that happens so be it, but a question I do have is this without seeing the so called Chairman's proxies, how do we know that he would have have the 75% he needs? there could well be a number of I don't know or no votes which members may have sent to him in good faith and there could be some members that really can't see the wood from the trees and don't understand what is at stake here.

As a Chairman with the number of proxies surely there is a conflict on interest as we know what he wants. But lets say he had 49 votes for, 51 against and 25 abstentions plus his own vote and the extra vote as the Chairman this could effect the whole voting process.

I feel that it is very important to have an independent Chairman of this meeting, bar the shouting and screaming the meeting will be under way soon and the results will be posted on here (no doubt) for everyone to consider what happens next

 

I would like to think shouting and screaming isn't seen at the meeting, it's a meeting of adults, not a bar room brawl.

 

Unless, of course, one of the Trustees invites a member of the audience to "step outside into the car-park" .......been there, seen and heard that...

 

Geesh, crazy.

 

That looks like a very slippery slope! There may be some members " can't see the wood from the trees and don't understand what's at stake" Are you suggesting their votes shouldn't count?

How would you find a genuinely independent alternative chairman? Anyone from the floor could equally have made up their mind beforehand. The tellers should be able to check which proxies have been validly lodged, how many instructed the chairman to vote in favour and how many against. Abstentions don't count as part of the total and as far as I recall the Chairman doesn't have an extra vote in his capacity as chairman. Any members who've given him proxies to vote as he sees fit can be assumed to have done so with their eyes open.

 

I think most people have made their mind up based on the information provided. The comment 'There may be some members " can't see the wood from the trees and don't understand what's at stake" ' - comes from one side of the arguement and implies that those who don't agree with their point of view are wrong. I agree that it would be impossible to find a totally independant chairman since it is clear that everyone has made their mind up. There are only 3 motions to vote on and proxies have been submitted to vote on these - so to my mind it is all straightforward.

 

Mr Cloutt I have been a member since this group started and I can tell you that not everyone joins for the politics, I know some members do not understand why this happens they just want a railway to visit, they also don't understand the financial issues as well, but then if we all understood everything about everyone, none of us would be having this discussion right now. One thing I can guarantee is you won't get 100% of the membership to vote either.

Most of the membership believe in open honest and fair management they will certainly be very disappointed about what is going on and I will guess that many will not want to get involved in all of this on one side or the other. Some will just simply walk away from it all as they will see this as child like playground spat but not realising what this spat means to the future of this railway.

 

We await the results of the count. The meeting was occasionally a tad warm, but generally respectful despite deep disagreements.

A point of order was raised and Peter Miles did stand aside from the chair. This wasn’t immediate, but it reflected the mood of the meeting that as an author of the motion he was conflicted, and that there should be a neutral chair for items 1&2.


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