Lynton and Barnstaple - Operations and Development

I guess thats why the best-practice today is different to what you are suggesting. As per the CC guidance, Trusts should seek to recruit suitable trustees. By this it means that trusts should actively go out and find people with the right skills and persuade them to become trustees. At the same time, people who are keen to be elected, are best advised to talk to the directors first to find out how they would fit in and whether the role is suitable. If everyone is content that a certain individual is a good addition to the board, then they can be coopted and later put up for election by the membership, having the directors' backing. That way the best and strongest board can be developed.
Of course, none of this precludes individuals standing without going through that process first, though if individuals stand for election who might not be welcomed by the existing trustees, then expect a tough call to gain the votes, and then how will the board function? I guess this is the thinking of the current L&B board to Anne's nomination. Unfortunately, they have taken the wrong road to her application and have just sought to quosh it in questionable circumstances. They would have been far better to allow the nomination to go forward and then to argue their case with the members, tell the members that they din't support the nomination and seek to have the members reject her. This is the approach the WSRHT took when faced with 14 new potential trustees who wanted to take over the board - we argued our case with the members and none of the 14 were voted on.

Quite what will happen with the L&B next week, i dont know. If i was an L&B trustee, i would be reading @Tobbes postings closely and marshalling my arguements in advance of Saturday. By posting everything that you have on here, you have given the trustees forewarning of what lies ahead. I guess the trustees will just steamroller things through and dismiss your case. What do you do then?
Ian C

 

I agree that the selection of Trustees is not going to be easy and there are great concerns with-in the current M&As that do concern me. However a suggestion which I have seen, does appeal to me.

This is that all trustees can only stand for a maximum of nine years or three terms of office, one of those terms of office can be as Chairman, once you have served as Chairman you cannot then be re-elected for a second term as Chairman.

Trustees have to be members, now this is the big change, the trust would then be managed with a board of say 15 members, nine of which being elected members and the remain six places occupied by specialist members who are appointed by the nine membership trustees. These appointed trustee would need to show that they have such knowledge of Governance, Finance, IT, Legal, Fundraising, Personal management skills.

As I have said before. I am not a great lover of trustees being given specialist tasks, as that means they not only having to find out about being a trustee. But also they need to learn about the role they have just been given and lets take fundraising, If you have never done fundraising before you need to find out how to go about it and any legal requirement you need to meet starting.

That is my main reason for having appointed specialist on say a five year appointment, but these can be renewed or if the feeling is that the Trust has moved away from that advice a new appointment could be made at that time.

At some time if the above was approved then we also need to discuss as members just exactly what we want the role of the trust to be in future.

 

There are two choices for the audience - sit through the election process as per the agenda or walk out and ask the CC to declare them null and void, and order a reconvened meeting with Anne of the Ballot paper, always assuming that in the meantime the disciplinary hearing has not confirmed guilt warranting exclusion of her nomination. Then it is question of what evidence is produced, and whether the jist will be made public. Unless attitudes change I cannot see any alternative to asking the Charity Commission to get involved. Otherwise there is the danger that any commitments by the Trustees in future will be declared ultra vires in arrears, which could have serious consequences for the whole Railway.

 

The suggestion to allow only a nine year tenure for Trustees is for larger charities. It was a recommendation to the Charity Commission by the Lords Charity committee but the Charity Commission rejected it saying it would not work for all charities and especially small charities such as ours.

They did say they may incorporate it into the guidelines which I believe they have now but it isn't law.

The problem is if we incorporate that ruling there is a danger at some point in the future and due to retiring trustees due to length of tenure and other resignations that there may not be enough candidates to fill the roles and we could be left with not enough trustees.

Tbh it wasn't that long ago that the L&B was struggling to attract new trustees and there were spaces for some time.

 

We are a larger charity, @DaveE - not a smaller one.

I get the popularity contest problem - but we are seeing the issues of group think and an unwillingness to follow the rules. If we can't trust the Trust leadership to follow the rules on something like a Trustee election, why would we trust them on anything else? I was impressed that the Trust got the planning permission but their inability to execute it over five years means that '
trust us' rings very hollow.

 

Some time ago I posted a picture of an original roof lamp on a forum, and you responded to my message to you saying you dealt with woodwork and I should contact him about metalwork. Last September gala I handed him photocopies of full-size drawings. In March I emailed him, offering to sponsor these lamps on Carriage No 9, quite a substantial commitment I imagine, pursuing my interest in making these look more like the originals (reduced version in the drawings in 'Measured and Drawn'). I have not had a response. In fact I have not had a response (apart from the Treasurer) to my donations to the carriage project in the past. This seems to be another example of lack of communication by Trustees of which we have heard so much recently.

 

The trouble with that is that the membership are disenfranchised on your 6 specialists. They are unaccountable. Better to have elected trustees who can then appoint board advisors as required to cover off the specilist knowledge.
As for the "3 terms" issue, you might find you then run out of people! You have to also be very wary of rules such as these then being used against you. A popular and well respected trustee being forced to leave because of the 3 terms rule and then leave less well-respected trustees to run the show. I do have some skin in the game here as i have been a WSRHT trustee since 1985, and I have no current plans to retire.
Ian

 

Is our turnover over £1,000,000 per year? That's the threshold for becoming small to medium sized.

We have just over 3,000 members, NT has 5.7m, English Heritage 1.2m, WWF 100,000, CIB 49,000.

We are very much a small charity

 

Hi all thanks for your comments about Trustee and yes it is not going to be easy however you look at this issue. This may not be the answer we are looking for, I would however welcome comments from existing trustees on other suggestions. on how they have overcome this issue. If they have had to face it.

But please bare in mind that as a membership charity it should always be down to the membership to have the last word on who is or is not a Trustee.

There are a couple of points that have been raised in my proposal Ikcdab has suggest that in such a term related system, you could throw out a very good Trustee, yes I agree, but if that is the case and from what I have seen of other charities, they have a a council of these guys who can still have an opinion and offer advice to the current Trustees.

Secondly I feel that the Trust has been trying to do to much and it certainly is not doing what it is supposed to be doing having an over view of the whole project.

I have said this before, but as we are now a large charity (over £500,00 turn over) the group structure needs to change to match our ambition.

The Trust needs to take on the exclusives roles of landownership, fundraising and developing the strategic plan.

The CIC should be allowed to develop into the fully blown railway operating company that is required.

Finally for now and for all future extension and construction work a Company based on similar lines to the WHR Construction Company needs to put in place.

In an ideal World we may find people who are good at doing anyone of the above roles, but it may be required to state that no one person can or should be expected to server on any more than one board at a time. As I see it each part of this project requires different skill sets.

I am sure I have said this before on here but my feeling is that as a large charity we now need to move to having professional support such as a CEO and both a profession Company Secretary and also a Finance Director who can oversee all the finances of the project and can advise the group of its legal responsibilities.

Just how we get from here to there is anyone's guess, it might take a while for it to happen and I am sure that if something like this was adopted there will be areas that we will still want to look at before it all happens.

The SORP defines a 'larger charity' as a charity whose gross income exceeds £500,000. In the SORP as originally issued, the definition stated that a larger charity was one whose gross income exceeded the statutory audit limit (which, at the time of issue, was £500,000).

 

Mike, I will chase this up, I do know he had some major problems with emails and indeed I wasn't getting emails he had sent me for quite some time and visa versa.

I will here and now thank you for previous donations, and indeed everyone who has donated to enable us to continue to recreate the carriages. It really is greatly appreciated!

I will let you know as soon as I can!

 

I haven’t been in the trustee game as long, but recognise all of the perils that have been described.

I’m an elected trustee/director, subject to a limit of 2 3 year terms. Other trustees hold posts ex officio, and there are then co opted trustees in what is an unusually large trustee body (24!). Note that the membership have no say in those roles - and that part of the elected members’ role is in maintaining the link to members.

Some roles - including mine - are decidedly “non executive”; our involvement in “doing” varies, and is not assumed. Other roles are ex officio precisely because they are based on people’s jobs, and it’s considered necessary that they are part of the governance.

So, for example, the person doing the chief executive role is a full trustee, but the finance director is not - but does attend meetings, contributing board papers* and answering questions from trustees.

This structure is relatively new and a response to historic problems. It also took a couple of years to develop, requiring care, thought, consultation and analysis before being introduced. This was separate from, not tied to, the financial challenges we also faced.

This isn’t a specific recommendation - an ecclesiastical structure for an organisation with paid senior staff won’t naturally apply to most HRs. But it is a plea to think carefully about the boundaries between governance and operation, and to step back from the idea that all “senior roles” require that someone is a trustee or director.

I’m sure that the L&B governance needs improvement, and that this may include any or all of changes to documents, roles and status. But I’m far from clear that adopting something off the shelf will solve anything, without proper consideration of the implications.

* - an aside, the use of board papers is really important. It gives much more shape to discussion, and supports accountability.


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We are not a large charity.

 

How will these be paid for? And can the L&B afford the calibre of person required given the complexity of activities during an extension? Be careful what you ask for.


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Speaking with experience as an officer with non-railway voluntary organisation one of which is a registered charity, we find it is difficult to get people to come forward, get involved and fill posts. It works best if candidates with suitable skills are identified and persuaded to volunteer. This does seem to work. 'Self Nomination' sometimes works but often it doesn't.

 

@ikcdab I've long believed that daylight in these situations is the best disinfectant. The Trustees (minus Chris Duffell) have behaved disgracefully - and contra the M of A&A - in Anne Belsey's case making the Trusteeship elections null and void, they've screwed up the AGM paperwork, making the whole meeting null and void, and the CIC accounts have not been approved by all of the Trustees, and so even if the meeting was valid, these couldn't be accepted, either.

The issue here is solved in two ways. If the Charity Commission acts, then the whole Board (minus Chris Duffell) will be removed and banned from being Trustees in the UK for a period - potentially as long as 15 years. If they do not, then it is for the Membership to act, and the only way that's going to happen is if the Members know what is going on, given that the Newsletter is now Woody Bay's answer to Pravda.

Miles and Co may yet still win if the Membership backs them. But I'm confident from the responses I've been receiving privately - for which I'm most grateful - that as Members realise how badly the Trustees have behaved, they will not support them - irrespective of their previous service.

 

How do you arrive at this conclusion, @DaveC ?

 

I have been informed that we already have the calibre of people available but they have never been asked to contribute, yet they have all offered in the past.

If you look at the accounts for 2022 legal and professional cost's come to £52,348 from unrestricted funds and from restricted funds we spent £84,482 for the same thing so giving a total of £136,830. I am sure that the money would be there if we needed it.

 

I am sure that having come thus far, the Trustees will resort to the steamroller as per @ikcdab above. I am NOT sure that the membership as a whole “realise how badly the Trustees have behaved “. How would they know?

 

We qualify as large because of the asset base being larger than £3.25m and income of greater than £250k.

 

I know what you meant, and concur, but WHAT AN EPITHET!