Lynton and Barnstaple - Operations and Development

This sentence hits the nail on the head, especially, it would seem from the trust secretary's point of view when he slammed his hands on the table, pointed at a member and told him in no uncertain terms to 'SIT DOWN AND SHUT UP' and then on request of a member to apologise, the chairman brushed the comment aside

 

The boards view on questions and answers is that q&a's should be reserved for the members forum which is usually held in November, which for many members would mean an extra trip to North Devon aside from the May members day/ AGM weekend and the September Gala, this event of course is not officially minuted so is all off record

 

Surely a meeting of members should be minuted ? Is it not a "general meeting" in terms of the constitution ?
In any case, it should be a matter of courtesy to publish a report of the proceedings of the November meeting for those members who were unable to attend.
Perhaps somebody who attended could post the main points ?

 

A summary was made of the 2023 session by an attendee, who is now a trustee.

I would agree that sharing the key points from the 2024 meeting would be highly desirable.

As for being a "general meeting", it is not - they are very specifically defined in law.

 

There is absolutely no point in having a members forum in the winter months if an official resume is not distributed to the (say) 2,900 members who cannot or are unwilling to make such a trip in potentially cold weather when no trains are running. I for one found the Chairman's defensive and dismissive attitude and tone towards the members at the last AGM thoroughly distressing and inappropriate when most of the questions from the floor were civil and reasonable. I shall not be voting for his re-election. It is obvious from the accounts of the Trust and it's subsidiary, the Blackmoor Company, that the large debt and the imminence of repayments is a serious matter and deserved explanation and a plan presented to members, but there was no none, and the vote on whether to approve the accounts is no place to raise 'technicle' questions. It is very telling that there is no 'any other business' on the agenda. This is supposed to be a charitable organisation owned by the members but it doesn't feel like it to me.

 

Unfortunately, "any other business" is problematic at a general meeting because of the rules regarding communication of resolutions - hence the arguments about Q&As outside the main meeting.

 

In my experience AOB as part of a General Meeting is the means of addressing any concerns that members may have. They are simply a means of exchanging information. As you say, any resolutions passed do not hold legal status but they may be used by the Board as a guide to members' thinking. Most Boards welcome this input and exchange of views as providing the opportunity to further explain their policies and to receive advice and guidance from those members who may have specialized knowledge.
And, yes, a summary of the AOB discussions should be included in the meeting minutes as they will provide a record of the matters covered.

 

What you are saying is true Tom, but if you have a situation such as the L&B or WSR where members aren't getting the full story, then, IMHO there needs to be a mechanism to allow questions to be asked and other viewpoints put across. If the answers aren't forthcoming at a q&a session, then that surely tells the members what they need to do when it comes to voting? Without a q&a session the members are completely in the dark about any goings on that the board chooses to keep hidden.

I see no logical reason why a q&a could not be tagged on at the time of any AGM/EGM, have it streamed, minuted and the minutes distributed to members or published on a members site. Why anyone would choose to have a member's forum in November is beyond me, when there is opportunity to do it at another time when members are going to be in the area.
Openness has got to be the key if you want to keep supporters on side and putting money into the railway.

 

Having never attended the L&B members forum, my understanding has always been that it's been a wash-up from the previous year, focused on working volunteers, and conducted in reasonable time while memories are fresh.

That's reasonable

The problem is where that becomes elevated to a primary communications mechanism, and isn't then shared more fully.

I am with @Jamessquared in that I don't think mandating a specific form of communication is desirable or effective. It can easily be subverted, and may inhibit useful change later.

 

Meanwhile it is great to see that volunteers have been busy at various locations all along the route and at the stations - Well Done to them all.

 

It's not surprising that it doesn't feel like its owned by the members because as a charity it's not. The members of an incorporated charity aren't like shareholders. in an ordinary non charitable company. They don't have any proprietary interest in the company or its assets nor can it be run for their ultimate benefit. If it were to fold the Articles confirm that each member would be liable to contribute up to a futher £10 and any assets left after creditors had been paid in full would not pass to the members but would have to be transfrerred to another charity. The members of a charity like the L&B "own" its intangible heart and soul but not the company.

 

And its the juxtaposition of the first and second pieces I've emphasised that is at the heart of why governance of member based organisations needs to go beyond the legal minimum, and treat those members as the asset that they are.

 

Agreed, but as a charity trustee you will know there are limits on the extent to which it's possible to go beyond the legal minimum. For instance the members might have strong views about what happens to the charity's assets if it faced insolvency but the trustees would have their hands tied.

 

Indeed. But I suggest, especially in a membership body, the focus needs to be on how the members are drawn into understanding of the activities. If there are really discussions about things that go to the edges of what's permissible, they can be dealt with by exception and on the facts at the time.

My experience of most society members and charity supporters is that, where constraints are explained to them on the level, they accept those constraints and don't push it too far.

If they do go beyond - and, to be clear, it does happen - then the heavier artillery can be brought out.

If offence is the best form of defence, then better by far to engage members properly than keep them at arms length and then wonder why they're awkward.

 

I think not for the first time you are introducing a bit of a red herring though, and then using it to justify why an entirely unrelated course of action isn't possible.

I don't think anyone doubts that in the event of the charity being wound up, that the members will not be in line for the assets. Indeed, I am sure that most members would welcome the protections afforded about how such assets could be distributed: if you have put your body and soul into the project and the project vehicle collapses, better that as much as possible gets protected by passing to another charity with compatible aims.

But that is all a diversion from the actual question, which is about the extent to which members are engaged in decision making, or at least able to question the trustees about those decisions in a timely fashion. Nobody is asking the Trustees to act beyond what is legally permissible, but if there are multiple possible strategies, any of which is compliant with the charity's objectives, why would you keep the decision-making process so tightly guarded?

Tom

 

That's a bit hard Tom. I gave one example where the trustees would be bound to do things which the members almost certainly would not want to see and might even try to direct the trustees to avoid. There are others. The example mentioned would be trying to stop precious heritage assets being squirreled away in the run up to insolvency to keep them out of creditors'clutches As I suspect you know the trustees would be responsible to the creditors. Members would only have a say as to what's left after they've all been paid.

 

The trouble is that we're not discussing extremes, but the ordinary business of how a board engages with and is accountable to members of the society they lead. The extremes really don't help deal with those issues, but where used, do give the impression of fundamental mistrust of ordinary members.

 

But you're the one that has introduced what happens in the event of an insolvency! The discussion is not about what happens if the charity fails; it is about what direction it should take on the assumption that it is a going concern, and the extent to which the members should be involved in that discussion.

You seem to have a perennially low opinion of the ability of members to be able to act in the best interests of the organisation they are members of!

Tom

 

Not at all! I’d be in the vanguard of arguing for communication and involvement but there’s also a lot of misunderstanding about what it means to be a member of a heritage railway charity. There’s an example in a recent post with the suggestion that the railway belongs to the members. Trustees are accountable to the members who are vital supporters and should be kept informed and consulted. However, they are also accountable to the public in the form of the charity commission for achievement of the charitable purposes. Keeping both those constituencies content should be the aim of any charity board.

 

There is. But that frequently (not always) is a symptom of frustration at mushroom management, where key stakeholders are kept at arms length. Trust those stakeholders, even in ignorance, to do the right things by the organisation and the issues of their comments will become infinitely less material.

I also suggest that the Charity Commission is less to be kept content, and more a not especially stringent regulator whose rules must be obeyed. The shift from seeking to oblige to ensuring compliance will make a material difference to the burden of compliance.