Lynton and Barnstaple - Operations and Development

I'm pleased we agree because that is what would happen in practice. As you say it ensures that people with genuine differing views can be re- assured that those have been represented at board level. The "sorry we tried but were outvoted" is fine but has to be matched by "so we accept the decision". As long as the decision is a proper one , within the law and the Articles, but director /trustee can't bring themselves to do that that's when resignation may be appropriate freeing the ex director/trustee free to campaign against it.

 

However it seems to be a worrying trend that some boards seem to wrongly interpret an ordinary (non-board) member “campaigning against current board policy” as “bringing the railway into disrepute”.

I’d suggest it’s those boards (e.g. L&B; ELR; WSR) bringing their own organisations (not their railways) into disrepute due to their overreaction to reasonable criticism or democratic challenge.

 

Well said, @The Dainton Banker - and if you published minutes with votes cast, it would be even clearer.

 

I am somewhat re-assured by your clarification of the scope of cabinet responsibility, but there may still be a grey area where opinions among the trustees differ not only as to what the decision should be but whether it is indeed within the law and the articles (and ethical as well). If one or more genuinely believe not just that the decision is a poor one but that it is improper, they surely have a duty to pursue their concern. The question then is how best to do that. Where is it laid down that they must resign first?

 

If the members know who voted for and who against whatever it is, they also know who to vote for in the next election.

 

I don't know about the WSR or ELR cases, but the L&BRT Trust's collective* behaviour in Anne's case clearly - and shamefully - fits this mould. It only makes sense if there is defensiveness because of the recent failures and fear that if there was a free and fair election, the Members may opt for another route - suggesting to me that Anne's appalling treatment was (at least partially) designed to deter others from challenging the Board or seeking election without the current Board's endorsement.

I sincerely hope I'm wrong about this, but the farcical nature of two of the "allegations" against Anne rather suggests that the Chairman and his friends were ready to grasp at anything - and then spent Trust funds (how much, we wonder) to buy a report which is so shoddy it can't even spell Anne's surname correctly.

*I'm sure if we were to see actual Trustee voting records, it would be very revealing. Edit - exactly as @MellishR notes above.

 

Not sure if this is relevant but Charity Commission CC27.

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... . 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.

 

As I see it, once the negotiations and discussions are over and a vote has been taken it becomes policy and all trustees must abide by that policy.

If a trustee disagrees and cannot accept that policy then perhaps resignation becomes the only option?

 

Geez, I said I was keeping out if this lol

OK, busy busy, things to do!

 

There’s an interesting element which does not seem to have been mentioned so far. Many organisations will have a requirement, possibly enshrined in their Articles, that volunteers must be members of the organisation. Board Trustees/ Directors are often volunteers especially for those organisations that are charities. Consequently it’s possible in those cases that termination of membership could lead automatically to termination of the appointment of existing Trustees/Directors or the ineligibility of candidates seeking election.The Articles will normally specify how such termination can be implemented including an appeal mechanism but it is another way of influencing board membership.

 

have I dreamed the fact that we have covered this, and that the L&B does *not* require Trust membership to be a trustee? Consequently it’s irrelevant.

 

I agree.

 

Quite often Volunteers must be members to be covered by insurance - it depends on the wording of the insurance policy.

 

However, if you read what was said about the abstention from supporting the options paper, the issue was not the choice but the lack of information behind how it was to be delivered. That seems less a resignation matter, and more one in which seeking to ensure good governance is essential.


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As I said I wasn’t sure whether the point had been raised before. It was also couched in terms of wider application not just to the L&B. Perhaps it is still relevant in terms of whether it’s appropriate to have Trustees/ Directors who are not members?

 

That last point is an interesting question. While there is any possibility that an attempt may be made to disqualify Anne Belsey, I suggest that it is not one that should be considered for change.


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@Lineisclear, my understanding was that this was a clear choice when the M&A were written to allow for Trustees to be selected if they had skills which were required but for whatever reason the individuals were not interested or able to be members. This seems fine to me, and as @35B rightly notes, *any* changes now that could be used to disqualify Anne Belsey if she's elected will (rightly) be treated as yet more bad behaviour from Trustees. They'd be really well advised to do nothing of the sort.

 

Yes there are potential benefits in being able to attract board talent from outside the railway. I only mentioned it because I’m aware that some heritage railways require volunteers to be members.

 

Despite what recent readers of this thread may think, it's not all doom & gloom at the L & B. Details are officially launched of the visiting loco for this year's Autumn Gala.
https://www.lynton-rail.co.uk/events/view/2023-autumn-gala

 

Yet the decision to make exclude Anne from the list of Trustee nominees wasn't taken by all the trustees, Chris Duffell wasn't asked yet the decision was made and implemented