Lynton and Barnstaple - Operations and Development

If that were the issue at stake, and the "new guard" were pressing for extension no matter what, I would have considerable sympathy with your viewpoint. However, I have yet to hear any trustee or trustee candidate suggest that extension is impractical or undesirable, or suggest that doing so might compromise the objects of the charity - whether "old guard" or "new guard". All of the debates that I am aware of are over the means by which extension can be achieved, and I have yet to hear serious discussion about what the realistic outer bounds of a reinstated L&B might be, save for acknowledgement that neither of the original termini are plausible.

If there were to be an issue such as you suggest regarding the pursuit of objectives, and husbanding resources, my own view is that it is the "new guard" trustees who are seeking to act as voices of restraint, and to ensure that scarce resources are appropriately used for the charity's purposes.

You also make reference to Article 61. I'm not sure which version of the Articles you are looking at, but the consolidated version I have at hand (which I presume the company secretary has yet to update to Companies House or Charities Commission despite the last update being in 2011) has Article 69 about rule making; Article 61 merely states "61. Accounts shall be prepared in accordance with the provisions of Part VII of the Act." I shall copy Article 69 in full, because my reading is that Articles 69 (1) (iv) and 69 (2) between apply significant limits to the powers of a majority of trustees to do as you suggest they might to break a deadlock:

As an ordinary member, I would regard the provisions regarding trustees' election, terms of office, or the consequences of resignation to be firmly within the scope of what procedures are regulated within the articles.

As these are not to be found on the Charities Commission or Companies House websites, I attach the soft copy that I hold, which is posted as a file attachment on Exmoor NG.

 

Not at all - it is the Trustee's own objective as @Jamessquared notes. If this is the objective you set yourselves, you need to be judged by what you set your goals are.

If, as @Jamessquared said this was in question, then how much has been blown on legal and planning? At least £253k has been spent on shares in a pub - does that meet your standard for protecting the Charity's educational mission? If so, how?

 

As I suggested it may be that there is a charitable purposes based justification for extension and that it can be pursued without undermining the financial viability of what exists. So far as that goes the recent financial challenges facing all heritage railways may have changed the equation. I hope not because I'm sure everyone would love to see a longer line. However plans that may have made sense and justified expenditure only a short while ago may no longer be appropriate in the current environment. The recipe for the cake may have been perfect and justified expenditure on the ingredients but that doesn't necessarily mean it should be put in the oven as soon as possible.

 

In which case, please help me understand what the cries of "we want to build a railway" were at the AGM in May, and why they were being driven by the top table.

It seems to me that you are at risk of projecting your own views of how a heritage railway should operate and be managed on to a trustee body that is very different in nature.

 

Other than wishing that my pleasurable experience of a rather short ride on the current L&B could be longer I don't think my personal views have any relevance. I'm simply taking an objective view of the role and responsibility of Trustees and of the Articles which, as you know, are binding on the members just as much as they are on the Trustees.
Goodness knows there's more than enough emotion and personal agendas around already!

 

@Lineisclear - whilst there are differences of view between various parts of the L&B family about a range of issues, there is unanimity on extending the line. The only questions are how far and how fast - and ironically for your position, those who do not agree with the Trust's leadership are actually the ones calling for a period of reflection to learn from what went wrong and to work out the best way forward. If anyone is rushing ahead with the Cricket Field Lane proposals, it is the Board.

 

I made the observation because I'm struggling to reconcile your interpretation of events with what I've seen, read, and heard from protagonists, but found it fitted well with positions you've argued for elsewhere (and which we've debated); I'm happy to accept that you're seeking to bring objectivity to the discussion (though I'd ask that you read the latest version to ensure there's no possibility of confusion).

 

Collective responsibilty isn't the same as majoritarianism ignoring those who have a different view. A skilled chair would seek out common ground and build consensus on a way forward - here we seem to have a quite different series of behaviours on display.

 

The trouble here is that 'dissident trustees' appear to be in the majority...

 

@Lineisclear, you seem to be well-versed in the rules concerning the L&BR's governance and legitimate actions of the Trustees. What I, and I dare say several others on here, would like to know, is how best can the majority dissident Trustees, or the offending officers at least, be removed, since they are clearly not going to change their stance? It seems that an EGM or the next AGM are options, but even then, unless others who are well-briefed and willing to stand and who might garner membership approval can be found, it might merely result in yet another rubber-stamping of the incumbents. I understand that the Charity Commissioners have been communicated with concerning transgressions and conflicts of interest but what powers do they have to remove Trustees? In short, you have ably communicated on here what minority Trustees should be doing to support the majority but given the shortcomings of the majority's decisions, what redress do minority Trustees and the membership in general have to put right these matters?

 

I am afraid that I see things very differently from you - I don't think that anyone thinks that she is an enemy. The railway has not been extended because of a number of complex factors many of which were outside the control of the trust. I am unclear why you place the blame for this on the Chairman,

 

I have re-read the 'election addresses' of the candidates up for election and there is not really a mandate for 'change' in any of their statements.

 

In which case why the unethical and mendacious attempt to blacken her name to prevent her standing as a candidate for Trustee ? If she was not considered an "enemy" there was no need to interfere with the democratic process.

 

A fair question!

The members have the power to seek removal of trustees, or to give directions to them, by tabling a resolution to be voted on at a general meeting which would only require a simple majority to be effective.

Where trustee elections are held in accordance with the routine procedure of trustees retiring, and possibly standing for re- election, new trustees can stand in accordance with whatever procedure is specified in the Articles. If the intention is to remove serving trustees between AGM's it would be necessary to call an EGM which means surmounting two hurdles:
(1) The resolution to remove would have to be signed up to by the percentage of members specified in the Articles (usually 5%), and,
(2) The substantial cost of printing and posting the resolution and notice of the EGM would normally be borne by those members.

The practical effect of regime change may be limited. The trustees will still be under the same duties to achieve the charitable purposes and to prioritise the financial viability of the charity. Fresh and differing views should be welcome on any board but the principle of collective responsibility remains. As has been highlighted tensions arise if the expectations and priorities of the membership are different. That's especially so if there's an expectation that alternative trustees should be free to argue outside the board room for a strategy that differs from that of the majority of their fellow trustees.

Similarly there are limits in the directions that the membership can give. A members' resolution, even if passed by a huge majority, cannot require the trustees to act contrary to the Articles or to break the law. A practical example would be a resolution requiring the trustees to implement extension Plan X. If the trustees believed reasonably that doing so would not be in the charity's best interests , and particularly if the financial risks involved could imperil its survival, they would be right not to implement the members' instructions.

In short there are opportunities for member influence and control but the fundamental principle is that incorporated charities are run by their Boards for public benefit not by a majority of the members in pursuit of their aims and objectives.

 

Well, there certainly appears to be a form of disciplinary code in existence, as it appears to be in use in Anne's case. However I doubt that its existence is ever brought to the attention of anyone applying to become a member or renew an existing membership.

 

Hmm, first it might be good to define and make sure we understand the term "dissident".

Cambridge dictionary...
A person who strongly disagrees with and publicly criticizes a government or the official rulings of a group or organization.

So any trustee who is strongly disagreeing with the rest of the trustees, and especially if consistently, would be classed as the "dissident".

Lineisclear is right in the expectations of the Charity Commission on how decisions are made, and also give a clear process on what happens when trustees disagree.

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

It also says that the trustees are the ones who makes decisions, stakeholders can be consulted if need be, but ultimately the decisions are made by the trustees.

https://www.gov.uk/government/publi...decision-charity-trustees-and-decision-making

 

i agree, but when you have a kangaroo court approach its unacceptable and it would seem its all down to the fact that Anne has criticised the long standing trustee's and called for a vote of no confidence in them thats at the root of all of this

 

So what would your approach be considering it seems at least 3 of the 'old guard' have apparently stated they 'cannot work' with Anne or Chris, that is not the new trustee's fault, if those of the old guard feel like this then they should be the ones resigning

 

We are in the state we are in because over the last 17 years no-one has actively challenged the decisions made by a few trustee's who surround themselves with 'yes' people, as is now happening change might slowly happen, your ideals will create a closed show with a dictatorial attitude that will ultimately alienate the membership who DO ultimately own the railway