Lynton and Barnstaple - Operations and Development

Directors and Trustees owe a duty to their Company not to the Members. If there are genuine concerns about proper corporate governance ( and not just a disagreement about policy) then the correct course for the Trustee of a charity is to make a Serious Incident Report to the Charity Commission.

 

There may not have been formal board meetings, but it is possible that full agreement might have been reached by email between themselves. Unlikely I know, but they don't need to meet in person to agree a course of action.

 

In principle I am sure you are right. However, as far as one can tell the 'decision' - if one was made - was made without ALL the Trustees being invited to been involved in that process. Surely that is not right, especially when it involves expenditure of Trust funds?

 

...and who 'owns' the company?

 

@Sidmouth points out the limitations of the Commission - I regard the recent case of the Actors Benevolent Fund as a cautionary tale here. There is another point, though - regulatory action takes time as the Charity Commission work through their processes. Therefore, the implication of your advice to file an SIR to the Charity Commission could be understood as being to require no further action unless and until they adjudicate. Taking the Actors Benevolent Fund example, I seem to recall that process has taken over a year, and is still unresolved. Where there are considered to be genuine governance issues, I really struggle with the idea that, pending Commission action, dissenting trustees and/or members should simply take no action.

 

It depends on what you mean by "own the company" because the company itself has no real value. As the Articles confirm it is a membership charity managed by its Trustees for public benefit not by or for its members. They do not hold shares in the company and have no proprietary interest in the railway's assets.

 

The only way to solve the trustee question has to be an EGM, with the expressed resolve of removing the trustees in question from the board, either that or bring matters to a head by bringing the whole thing down by stopping your donations, not turning up for working parties, etc, in the hope that you can save the railway from the ashes, but its a high risk option,

 

It is alleged that one or more of the 'majority' Trustees have declared that they are not willing to work with the 'minority' Trustees. It would appear also that the Chairman has declined to call any Board meetings since August.
How therefore can those involved in either of the two aforementioned situations be deemed to be acting in the best interests of the Trust or to be discharging their responsibilities in a fit and proper manner? As they appear no longer to want to 'do their job' then they must resign. No EGM or other (in)actions by the membership ought to be necessary.

 

Ah, just like old times on NatPres as @Lineisclear continues to miss the point by mistaking legal niceties for the operating reality - namely, that the Trustees are elected by the Members and are accountable to them (ultimately, through the ballot box) for their actions in advancing the Trust's charitable objectives.

Of course, you could do away wuth the democratic accountability, @Lineisclear , but that doesn't seem like a terribly good idea.

 

Based on postings on Exmoor.NG, this ridiculous state of affairs appears to be the case, @RailWest.

It is hard to understand how more than £3000 of Trust money has been spent on what is largely a series of either knowingly or demonstrably inaccurate points (as @Michael B has helpfully pointed out). Worse, the claims to defend the £700,000 in the Return to Parracombe Fund on page 2 are also demonstrably false as they include funds in the 'Trackbed Fund' which is restricted for the purposes of "the purchase of the trackbed of the former Lynton and Barnstaple Railway". These funds are therefore ineligible to be spent on the proposed extension to CFL or Parracombe as we already own all the required trackbed. So, the Six Trustees are therefore agreeing that their claim about the amount of money available for the extension was - and presumably is - inaccurate.

The rest of this missive is what I can only describe as attempted personal smears on the other three Trustees, centered around the proposition that they are running a campaign to destroy the railway, FOR WHICH NO EVIDENCE AT ALL IS PRODUCED, ending with a not-very-veiled threat on page 6 to take names and throw dissenters out.

In which case, "I'm Spartacus".

 

Consider the following scenario:-

A General Election takes place, at which the Labour Party wins a majority and forms a new Government. A new Parliament convenes and starts to get down to business, until half-way thru' the first day the Government front bench announces that it can't work with the Opposition (ie the Conservatives), after which all the Labour MPs get up and walk out. Weeks later they have yet to return, so Government grinds to a halt.

Meanwhile almost everyone blames the Tories.....

 

Unusually I’m on the same wave length as Tobbes. Yes the Trustees are accountable for achievement of the charitable objects but those are not the same as the wishes of the members.

 

I’m sure you are right on the point of law but as the charitable objects are agreed by the membership (and can be varied by their agreement) this seems more a technical than a practical point to me - or am I missing something?

 

The whole issue here is that the trustees are, at present, being questioned both over their delivery of the charitable objectives, and the accuracy (to put it at its mildest) of their assertions about how they are progressing those objects. The resulting impression being given, rightly or wrongly, by the currently dominant faction is that of running the organisation as a private club, regardless of fairness, law, regulator, Articles, or members' wishes. If that impression is accurate, then it strays beyond "who's in charge" into "fit and proper" territory.

 

Surely any director has the right to call a board meeting? Not got time to peruse the L&B's M&As but I'm fairly sure I've seen it written in ours.

 

Clause 50. ANY Trustee may call a Board meeting, or ask (instruct?) the Secretary to do so.

 

Instruct. It would be fascinating to see if anyone has tried .

 

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But if not enough trustees turn up, the meeting would not be quotate and thus invalid.

 

Variation of the charitable purposes requires a 75% majority vote and is subject to the amended objects being approved by the Charity Commission as genuinely charitable for the public benefit.