Lynton and Barnstaple - Operations and Development

Good question, Michael.

I am grateful to have recieved an answer from Tony Nicholson as Company Secretary this afternoon to my query about why Anne Belsey's name is not on the ballot for Trustees.

Mr Nicholson's email appears to accept that Anne did in fact file a valid nomination, but that someone in the Trust has vetoed it. I have asked Mr Nicholson who vetoed Anne's candidacy, and to point me to the section of the M&A which empowers such an action.

I await his response, but I don't see anything that would allow any Trustee or Trustees to exercise such a power, nor, frankly should they be able to; selection of Trustee outside of co-option to vacancies should sit with the Trust Members and the Members alone.

Unless and until Mr Nicholson is able to demonstrate that Anne's candidacy was legitimately vetoed, I cannot see how the Trustee election can go ahead.

 

In the absence of any definitive confirmation of the date when the notices were posted (and proof thereof available to be provided at the AGM), I would suspect that the first thing to happen at the AGM will be for someone to challenge whether the meeting is even valid anyway given that it /appears/ to have been called without the required amount of notice.

 

Thanks @RailWest ; in this case there's a legitimate question about whether we can run a meeting, much less a railway. What a shambles.

 

Rather dramatic do you not think?

 

I don't know ther answer to that question. However, I would expect the Candidate to have raised that already. I am only aware that there might be another candidate from what I have read on this forum.

 

The over-riding legislation is the companies act. Wherever your M&As say, you can't override the law. In the act, the date the meeting is called can be when they post notice on the website. I don't know if this happened or not. But to be honest, I don't think it's worth worrying about. What will you gain by having the meeting declared void on that basis? You might embarrass the directors, but it won't move the railway forward one iota. I'm not sure that you can put resolutions at the meeting itself. I'm out and can't check the act, but it might be that if 5% of those present vote for a resolution to be put forward then that's ok. You need to read the companies act and do the research first.
The matter that someone might have been denied standing is a wholly different affair and much more serious. I assume the person in question is following this up because if she just gives up on the idea of being a trustee, then you can't do anything.
Ian

 

Actually, no. The project management skills of running an AGM are rather less than to build an extension..... draw your own conclusions.

 

Ian - I'm sure you will remember not that long ago when the timing of GM notices, the serving of notices, the number of 'clear days' etc etc was a matter for minute attention to detail when attempting to 'reform' the WSRA

If an AGM is NOT called in a valid manner i/a/w the M&AoA then ipso facto the meeting is invalid and any decisions made there will be null and void. Surely better to get this sorted out now, rather than turn up on 13th and have to go away and come back again later?

 

Not really, especially as this is not the first time there have been problems with AGMs and elections. One would expect there to have been "lessons learned" by now to avoid a repeat.

 

I read the situation differently to you, not allowing someone to stand in an election who has taken such a course of action, is in the interest of the members of the trust.

 

(Bold mine)

@Red5 - you may want to look again at the bit I've bolded.

It is far from clear that anyone has been confirmed to have done anything - allegedly there are some allegations against Anne about something, but I'm not aware that has been proven nor have any sanctions been imposed - how do you know that she 'has taken such a course of actiion'?

If Anne or anyone else is, after due process, found to have behaved in a manner that makes it impossible to continue as a Trustee, then any such person would need to be removed from the Board of the Trust, the CIC or the 762 Club if they did not do the honourable thing and resign.

I would suggest that premptively vetoing a valid nomination for the Trustee's election and/or acquiescing in such an act which as far as I can see is ultra vires for any individual would also fit the definition of behaving in a manner that makes it impossible to continue as a Trustee, and they too should face removal if they failed to do the honourable thing and resign.

 

I refer you to the last paragraph of an email sent on the 7th of March.

 

Too cryptic for me, @Red5.

 

That is a very interesting statement. It suggests prejudgement, unless you know something which is not in the public domain.
In the meantime, I would prefer to stick with what remains of English Common Law, in that a person is innocent until proven guilty, and even that is subjective- what is "in the interest of the members of the trust"? Is it to know the truth, however bruising and harsh it may be in the short term, or to keep it buried, as you are suggesting?
Personally, as a Trust member, I want to know how deep the rot goes. Because denying/ hiding it only delays the inevitable.

 

I don't think that it was sent to me. Perhaps you could copy and paste it on here so I can see it and form an opinion. Such action may also be helpful for others.

 

I believe @Red5 slightly mis-wrote. I read this as meaning:

 

The last time there was a cock-up for the voting it cost approx. £6k to redo it all, if that happens again who is going to pay this time, its about time the people who incur these costs through their own incompetence should pay out of their own pocket to deter them from making it up as they go along

 

They should also resign in my book

 

So the situation appears to be that:

- Anne Belsey submitted valid nomination papers for election as a Trustee;

- Tony Nicholson as Company Secretary has responsibility for ensuring that all valid nominations are on the ballot but has evidently refused to do so;

- There seems to be no power for Mr Nicholson - or anyone else - to veto a valid nomination

- It is not currently clear whether Mr Nicholson acted alone and solely on his own initiative; personally, I would be very surprised if this were the case, and therefore we need to know who else was involved in this decision or who directed him to refuse to put Anne's valid nomination on the ballot.

The failure to act on Anne's valid nomination and put her name into the Trustee ballot is is as clear a breach of the rules by an ultra vires action as I can imagine. It also would seem to the meet the requirements of Condition D or E and Condition F of the Charity Comission's worksheet on Discretionary Removal of a Trustee. (See Q&A page 3 & 4 here).

The only conclusion to draw from this is that Mr Nicholson and anyone else directly involved in this decision have acted ultra vires and must resign forthwith.

Separately, page 1 of Newsletter 80 includes the following statement:

"Anne Belsey has decided to resign as a director of the CIC. This followed some breaches of confidentiality on the board and criticism from other directors. Thank you Anne for the your efforts in the time you have been on the Board."

This appears to assert that Anne Belsey is responsible for "some breaches of confidentiality on the board and criticism from other directors" without providing any evidence that there has been an impartial process to determine this.

I do hope that I'm wrong, but without such a finding by an independent and impartial process where all sides are heard, this is unsustainable and the implication we are invited to draw are probably libelous.

What a mess.

 

In the meantime.....

Whatever the outcome may be of the situation regarding Anne Belsey, it might be worth noting for future reference that there is *nothing* in the M&AoA which requires that a person nominated to be a Trustee must actually be a member of the Trust anyway. Likewise, any Trust member who is elected as a Trustee, but subsequently ceases for whatever reason to be a Trust member, does not thereby automatically cease to be a Trustee as well. Indeed Clause 11 specifically allows for the situation where a Trustee is NOT a member of the Trust.