Lynton and Barnstaple - Operations and Development

It's the confusion of power and its proper exercise. I don't think you'll find anywhere that I've suggested unequivocal support for the trustees or decisions that they have taken. Whether they have acted properly is really a decision for the Charity Commission or, if there was any illegality, for the Courts. The trustees alone have the decision making power. Whether they exercise it correctly is another matter.

 

That's an excellent idea, @RailWest - if this is indeed, the situation, it would be great to understand if

(i) the Trust Board is in fact doing anying at all, or
(ii) is work continuing regardless?

If it's (i), then the "Majority" should be ashamed of themselves as they are actively blocking progress. But if it's (ii) then the situation is even more serious, as the Trustee's fundamental role is to provide oversight of Trust activities, which refusing to meet would actively subvert.

Either should be resigning offences.

 

Indeed it does but that is exactly what the L&BR hasn't got at the present time

 

This is a membership charity, the members also have rights and duties here as the Trustees are elected by and accountable to the members. Regulatory and judicial intervention should be considered the longest of long stops, not something to be relied upon in the first instance.

I would not suggest that you support the conduct of the trustees, and from the little I know of you, strongly suspect you would be appalled if any of the statements in post 11219 were true. However, the cumulative effect of the views you've expressed is to entrench the powers of incumbents. That is because the legal points you raise, with which I generally agree, are raised in a narrow enough manner that their impact is to grant incumbents (and dominant incumbents where board divisions exist, as here) sweeping discretion aside from any footing their acts have within the organisation.

Reasonable people, considering the changes on NYMR last year, might consider such elevation of trustee power a feature rather than a bug. This member, who opposed those changes at NYMR, sees the current situation at Woody Bay as prima facie evidence for why it is essential that boards of membership organisations act openly and transparently, and remain open to the possibility of candidates who are not endorsed by the incumbents.

 

You are absolutely right about my view of the standards expected of Directors and Trustees. Thank you.
We have long disagreed about the benefit of Nomination Committees and I respect your views. There are risks attached to what is nevertheless widely recognized as good corporate governance. You can look at the L&B situation both ways. A nominations committee might well have prevented the present conflict and stalemate which is doing no one any good.

 

For clarity, it is the veto power of a nominations committee that we disagree on.

As regards the current situation at the L&B, a structure such as that introduced at the NYMR would be the governance equivalent of tying down the safety valves on a locomotive because the noise of blowing off is hurting people's ears - it is confusing the signal with the noise. The current situation arises because people have been concerned about the governance of the Trust, and sought to get involved to try to drive change, in the teeth of opposition saying "nothing to look at here" despite considerable evidence to the contrary.

I regard that as an important safeguard against things going so wrong that regulatory or judicial intervention is required.

 

Yes I understand. In practice there may not be much difference between a committee indicating that some candidates are recommended or suitable and what you describe as a power of veto. The effect on members voting behaviour may be much the same.
I think the important thing is that there should still be some choice, as long as there are sufficient candidates, and that the nominations committee should have at least an independent chair.

 

We agree on independence, and I also agree that the effect of a nominations committee recommendation will be significant. However, the ability of a "non recommended" candidate to stand is important, especially where the politics are fraught (as here).

The current National Trust elections illustrate the dilemma. There is an "approved" slate of 5 candidates for the 5 places, there are a number of standalone candidates, and then a "reform" slate of 5 candidates. One feature that this latter slate are using to mobilise support is the way that the NT have implemented a "quick vote" option that makes it very easy to vote for the package of recommended motions. Their argument, not completely without merit, is that this approach makes it unfairly easier to go with the preferred option - and in the process, creates a grievance that the "reform" group (in reality, a highly organised and well funded group pretending to wider support) can and will exploit to try to undermine the legitimacy of an unfavourable result. Even without Machiavellian intent, this freezing out creates a defensive wall around a board that can undermine their sense of accountability, as they can control who will stand.

In the specific circumstances of the L&B, there is already very strong evidence that the board have tended to operate in a closed model, and resisted change - witness the 2021 and 2023 elections, and the way that they were conducted so as to exclude certain candidates (both subsequently reversed). Not knowing the candidates, and judging solely from the 2023 election statements, my opinion was that the "external" candidates were at least as qualified on paper as the "internal" ones; at least one had experience and qualifications that were head and shoulders above others.

 

I suspect we’d have no problem in agreeing that in the exercise of his or her duty to ensure an effective board the chairperson should not be looking for acolytes. An effective board includes members who will question, probe and sometimes disagree with the majority. That should also influence the deliberations of a nominations committee.

 

I think we have also both encountered chairs with thin skins and a reluctance to expose themselves to such challenge...

 

Idealism seldom seen in the real world of heritage railways. The use of nominations committee is far far too often seen to be (or actually is) a disincentive to certain candidates whose face might not fit. In a well run organisation with a long culture of appropriate governance it isn’t an issue. For HRs coming from a poor governance background and a culture of being membership focussed, they can be a disaster for trust.

 

You are quite right to a point But:-

1. In furtherance of the Objects but not otherwise the Charity may exercise the following powers:
   

1 To study, compile records on and acquire, build, restore, reinstate, rebuild, create, reconstruct, preserve and maintain railway lines, trackbed, locomotives, rolling stock and other items of railway interest, and to provide training and instruction in such activities and in particular but without prejudice to the generality of the foregoing those associated with the former Lynton & Barnstaple Railway, the former Southern Railway and other railways and to enter into such agreements and to take all such steps as may be necessary for these purposes, and to organise, sponsor and support displays and such other shows and events for the provision and stimulation of information, education and interest in such vehicles and other items of railway interest.

(Amended by Special Resolution dated 24th March 2007)

When I said you are right that was to the rebuilding and operation of the railway as this is down to the CIC to do and not the Trust. In my view the Trustees should only be acting as the fundraiser and property owner and not getting itself involved with either the construction or the operation of the project.

It is OK to follow the letter of law to a point, but the whole point of the L&BR group has been and always will be, to rebuild as much of the railway as is possible. You also appear to forget that the Trust is also a company and that too has certain rules and regulations to follow, it is not allowed I believe to trade when in debt so how do you suggest that we can avoid that situation?

Regarding the membership they do have the final control over the Trust, if we don't like certain trustee, then we can vote them out following the Trust rules at the next GM, our democratic system allows us to vote for those whose ideas and concepts appeal to our way of thinking.

Sadly what we are seeing here is a groce misuse of power

 

Is there a way to relocate the railway operations to Blackmoor Gate and Rowley Farm? And move forward?

Without any of this in fighting, and just do what seems to be common sense?

Woody Bay was at the time a most valuable and fortunate acquisition, but for extending the line - if that is the main aim - it is in retrospect the wrong base to have started from given what I regard as the insurmountable obstacle of issues around Parracombe.

The railway family now has a new land acquisition in Blackmoor Gate that seems an obvious common sense time to re-set and re-boot?

 

@jma1009 - I don't think anyone is proposing closing Woody Bay down, and in the near future it would be a railcar operation from Blackmoor Gate / OSHI to Wistlandpound. If - and it's a big if - the opportunity comes up to link OSHI with Bratton Fleming before the Parracombe riddle is solved (and I firmly believe it should be done in parallel) then there could be a strong case for making OSHI - Bratton the main operation, with a railcar operation at Woody Bay. On the Rowley Farm works, they are in the National Park, and therefore it is more challenging, but in principle it shouldn't be a show stopper if - that word again - there is a credible plan to connect BG/OSHI to Killington Lane / Bridge 65.

Unfortunately. at the moment there is not.

 

It has to be said that the extraordinary amount of proxy votes given to the chairman to use as he wishes also doesn't help the so called democratic process, if proxys are allowed to be used then they should not be put into the hands of any trustees / Directors to use as they see fit but passed to ordinary members attending the meeting

 

I don't have a problem with Proxies going to whoever the Member wants, @Meatman , but what cannot be allowed to happen again is the default on the form to be to Peter Miles - or any other Trustee. The fact that the wording this year at the illegal 'AGM' was also wrong strictly meant that all of the proxies Mr Miles claimed to hold were in any event null and void.

 

I dont have an issue with proxies as such but its wrong that they go to trustees or directors, they must go to the members on the floor so as to reduce the risk of abuse, in all honesty i cant see why members cant just tick a box for a nominee given the information that's supplied with the voting form, its hardly a democratic process if a member cant be bothered to vote accordingly but give their vote to the chairman to use as he wishes, its no wonder we are been in such a mess

 

Proxies are outdated and ripe for abolition because, as you say, it’s perfectly possible to manage postal or electronic votes for those who can’t attend. However, specifically for the L&B, the issue is not proxies but the administration of AGM paperwork, and the non compliant way that forms have been prepared.

That leaves who they’re given to, and how they’re used. I was reminded yesterday that the role of a chair of a board is not to run the organisation, but to chair meetings of the directors so that they are effective. Running the organisation is a different role, for which best practice is now that they are done by different people. Or, in other words, the person to whom the proxies are given should be using them to further the interests of the organisation, responding if necessary to the mood of the room, rather than as an instrument of power.


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IIRC, In previous L&B GMs (this is from many years ago now), the voting form could also be used as a proxy form to the chairman by default, or to any other member designated by the member. (I think the secretary had to be informed in advance) If votes were indicated on the form, the proxy would vote in accordance with the member's wishes. If left blank, the vote was at the discretion of the proxy, based on discussions at the meeting. It was fairer, and although a bother to count, worked fairly well. I don't think the M&AAs have subsequently been changed to prevent this - just the wording on the papers sent to members. As stated above, this should no longer be necessary in most cases, as proven by the recent Exmoor Associates General Meeting, at which voting was largely carried out electronically via email and, although I may be biased (I handled much of the process), seemed to go very smoothly.

 

As an EA shareholder, it seemed that way to me.

Just dwelling on the proxy point, I think it was the combination of a badly worded form and the ability of the chair to use those open proxies as he saw fit that are at the heart of the issue today - because trust is lacking. Get the procedural stuff right, and get out of a position where the chair is seen to be a key player on one side of the debate, and the use of proxies will fade again.

My own view is that as a member/shareholder I dislike proxies. If I haven't got a specific opinion on a matter, then I should simply not vote - not hand my vote to someone else who will decide for me, and in the process generate a vote count that gives a misleading tally of opinion.