Lynton and Barnstaple - Operations and Development

A

I think we agree more than your post suggests. Of course a Director or Trustee who has good reason to believe that the board is breaking the law in the ways you suggest should be able to blow the whistle to regulators if the other board members resolve to continue . However at that point the honourable and decent Trustee's position as a continuing board member may become untenable because they will be collectively responsible for its behaviour if they choose to remain. If they take a public position that is contrary to that of the board majority they would almost certainly find themselves removed anyway. Having resigned they are then free to disclose their concerns to the wider membership whereas if they stay in post confidentiality restrictions may well apply.
It's worth noting that most heritage railway trustees and directors are volunteers so, as statutory protection for whistleblowers does not apply to volunteers, they could not invoke the rights it confers on employees.

 

Who are these honourable and decent trustees of which you mention? (Chris Duffell excepted.)

As organisations of all kinds grow, their 'management teams' can become tired, often running out of steam (sic!) and may morph into an all-too-friendly club of insiders, self-seeking and entitled...

 

so how would they stand with data protection if once they resign they then use members details to contact those members

 

Data protection law controls how personal data may be processed, by whom and for what purposes.

An individual using a private copy of a membership register, for whatever purpose, would fall foul of data protection law. The same communication, to the same individuals, but using details acquired through personal contact, would not fall foul of data protection law.

What I find interesting looking at the list of L&B trustees / CIC directors is how they use a mixture of L&B, personal, and employer addresses as their official contacts. That doesn’t surprise me - these are volunteers and access for small organisations to support dedicated email addresses is relatively recent - but it does raise some interesting questions about what happens when they cease to hold office and how the organisation can act as data controller.


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The collective responsibility should be vitiated if they can show (e.g., from Board minutes) that they consistently opposed the unacceptable course of action whilst working with the regulator (in this case, the Charity Commission). But. your reliance on the CC is either naive or calculating, as you must know how large their caseload is and how unlikely it is that the CC will have the bandwith to intervene in most charities which are suffering from governance problems.

But I don't believe you're naive, @Lineisclear , meaning you must realise that the approach you're advocating will in effect mean that there will be no accountability for most malpractice in most charities - the CC simply isn't big enough. So I'm afriad we do differ on this rather critical point.

I think your views on the rights of volunteers - which appear to be that they don't (and shouldn't have) any - are clear.

But in adopting such a narrow and dare I say it, legalistic approach, you produce a set of results which are inimicable to ensuring that volunteers are engaged and want to keep volunteering, ideally bringing their friends to swell the ranks. In doing so, you appear to be making the classic lawyer's mistake of not seeing the wood for the trees. So let's be clear what a volunteer is a person who does unpaid work - in other words, an unpaid employee. Hence, whether narrowly legally required or not, in my book means that volunteers should be treated as we would want to treat paid employees.

 

[QUOTE="35B, post: 2817708, member: 13795"....

What I find interesting looking at the list of L&B trustees / CIC directors is how they use a mixture of L&B, personal, and employer addresses as their official contacts. That doesn’t surprise me - these are volunteers and access for small organisations to support dedicated email addresses is relatively recent - but it does raise some interesting questions about what happens when they cease to hold office and how the organisation can act as data controller.

.......k[/QUOTE]
I would agree.

I have considered that as far as is practical there should be specific e-mail addresses for the various 'posts' eg Secretary, Treasurer, Editor, Membership Secretary etc etc for a number of reasons:-
1. It makes it easier for members or the public to contact railway officers without having to know the name of the actual person in order to find their details
2. When posts change hands the new incumbent can start receiving mail without having to wait for a change of address to be publicised
3. New incumbents have access to existing email correspondence without having to get their predecessor to transfer stuff from their private addresses
4. (On a matter of personal preference) it keeps railway correspondence separate from private stuff and means that the post-holder doe snot have to reveal their personal e-mail address

 

Well, based on their nodding through of Anne Belsey's nomination being blocked without any basis for doing so, I have asked myself the same thing, @Biermeister .

And there's no shame in that, especially when attempting something as hard as reinstating the L&B.

Quite, and this is a real shame if it tips into bad behaviour that will forever tarnish the good work that was done before. Lack of turnover and lack of diversity of views also leads to group think and less effective decisionmaking.

 

Under GDPR, your consent for your data to be used is vested in the organisation, not the individual. So a Trustee who stood down would no longer have consent to use any of your personal data if their source was from the organisation’s records.

(Interestingly though - and allowing IANAL - were an ex-Trustee to use data in that way, it would be the organisation that would have committed a data breach under GDPR, by not ensuring that they secured any personal data when someone left the organisation. It’s why best practice is to only communicate using an organisation-specific email address; and for organisations to either provide IT equipment that they retrieve when someone leaves office; or to use cloud services (O365 etc) such that if you use a personal device, you never store company data on it).

Tom

 

There are statutory rights under the Companies Act for access to the register of members so long as it is for a "proper purpose". That is not defined in the legislation and is determined ultimately by a court if the company refuses an access request. The law also confers the right for members to table resolutions at a General Meeting which, if passed, could give directions to the board so long as the prescribed minimum number (typically 5% of members) endorse the resolution. A request for access to enable that threshold to be achieved would seem to be a proper purpose. The constraint is likely to be the cost involved in contacting members especially by post.

 

Busy today so may have not fully have the jist of the conversation this morning and/or a bit behind but I do note this in CC27/3.3 from the Charity Commission website.

//
3.3 Supposing the trustees cannot agree?
Legal requirement: constructive debate and challenge are signs of healthy governance. They reflect the diversity of experience and independence of thought that the commission encourages trustee bodies to have. Once a decision has been made following the proper procedures, however, even if the trustees do not all agree, they must all abide by that decision.

If a trustee strongly disagrees with a decision, they can ask for their disagreement to be recorded (see 3.4). Sometimes, a trustee might feel so strongly that a decision is not in the interests of the charity that they have no choice but to resign. But a trustee who disagrees because of personal motives or prejudices rather than a genuine belief about the interests of the charity is not complying with the principles in this guidance or their duty as a trustee.

Even if a trustee asks for their disagreement with a decision to be recorded, they can still, under the principle of collective responsibility, be held jointly responsible. This is only likely to be an issue if a third party has a grievance against the charity.

If the trustees are in dispute, and cannot reach a decision, they could consider formal mediation or other alternative dispute resolution.
//

After recording their disagreement and resigning I guess then there is the option of going to the Charity Commission if its a non policy issue, or making a complaint to any relavant authority. (The Commission states it, "will not get involved if your dispute is about trustees’ decisions or policies."

 

Thanks @DaveE - but what we have here is a case of the Trustees as a group (minus Chris Duffell, and possibly minus the two who left in May) failing to object to Peter Miles and Chris Nicholson's refusal to put Anne Belsey's name on the ballot, despite admitting that she had been validly nominated.

(And this is before we start discussing the disgraceful use of the website and/or the Newsletter to cast aspersions against Anne and against ENPA Planning over the s73.)

 

That makes interesting reading.

Despite the pronouncments on here that all trustees must not disagree publicly with a board decision even if they are strongly against it, the CC guidance (as helpfully posted by @DaveE) doesn't actually say that.

It says trustees must abide by the decision even if they disagree.

That means a trustee could make a statement regarding decision X to say that although they are compeled to abide by the boards decision, they vehemently disagree with it.
The members can then draw their own conclusions.

 

I would agree.

I have considered that as far as is practical there should be specific e-mail addresses for the various 'posts' eg Secretary, Treasurer, Editor, Membership Secretary etc etc for a number of reasons:-
1. It makes it easier for members or the public to contact railway officers without having to know the name of the actual person in order to find their details
2. When posts change hands the new incumbent can start receiving mail without having to wait for a change of address to be publicised
3. New incumbents have access to existing email correspondence without having to get their predecessor to transfer stuff from their private addresses
4. (On a matter of personal preference) it keeps railway correspondence separate from private stuff and means that the post-holder doe snot have to reveal their personal e-mail address[/QUOTE]
From experience, the reality is less clearcut. Not all work is involved as a post holder, and there need to be distinctions between post and person.

A way of managing this is to have personal accounts (e.g. Joe.bloggs@charity.org) and then generic accounts (e.g. membership@…) for stuff that is genuinely specific to a role. This works quite well for the church I volunteer at, where I use a generic account to manage the planned giving and it allows material to be passed to a successor when that time comes.

Alternatively, as I above seen elsewhere, if trustees are non-exec in their work, personal emails can be used but papers shared through a secure portal (e.g. Sharepoint).

The key point, though, is that the contents relate to the organisation and are the property of that organisation. That would be particularly important in the event of a data breach, for example if an individual’s laptop were stolen. The organisation would be in a difficult position if the account were purely personal and data in it used for nefarious purposes; I would not want to be the one filling out the notifications to ICO and Charities Commission admitting that the organisation had no control over the Personal Data entrusted to it.


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I suggest that on any normal interpretation of "abide" that means not trying to undermine the board decision by appeal to the membership.

 

That may be so. But I think also if a board has voted overwhelmingly for a motion, say 10 to 1,or 9 to 2, then that's a pretty strong vote. I would then perhaps say, "it's not necessarily my view but the boards policy is.....".
In the instance of an abstinence the person technically removes themselves from the vote as they cannot decide either way and in most cases as in parliament it's not even counted.
So if we see 10 votes yay, and 1 abstention, it can be seen as a unanimous vote for the motion.
Once the vote is taken then that negotiation and discussion is ended, a solution and consensus has been found within the board and voted on collectively, thereafter all should abide by it as the adopted policy of the board.
In my view in trying to continue the pre-vote board level negotiation and discussion stage of any motion beyond the voting period and even taking it to public level is not the right way to do things, but there we go.

 

That is assuming that all the trustees were aware of the decision made and enacted by the chair and secretary...

 

An abstention means that a vote is not unanimous; where I’ve been involved in contentious discussions the protocol has always been to record the vote as being “9 for, none against with 1 abstention”. Importantly, those numbers are for those present to vote and do not count those not present.

If involved in a decision like this, and there was no pro-active attempt to record abstentions, I would insist on this being done and, if not, insist on the record being corrected before agreeing the minutes at the next meeting (there is a good reason why committee meetings start with approval of the previous minutes).

Decisions do need to be final. However, governance rules are set with business decisions in mind, where there cannot be ambiguity about whether, say, a body has approved a decision to enter into a contract, or make a planning application. They rely on decision makers having the necessary information before them when making the decision. And, critically, they rely on all board members having an equal voice.


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£625,000 would purchase an awful lot of trackbed.

I'm not saying the site wouldn't be useful, but the money could be better spent.