Lynton and Barnstaple - Operations and Development

M&AoA Cluse 4 states:-

"The trustees may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith, proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient trustees to call a general meeting, any trustee or any member of the charity may call a general meeting."

I leave you to draw your own conclusion as to whether or not that implies that a sub-set of trustee could call a GM without any form of Board decision so to do.

 

All of which, as worded, sadly could be done without any involvement with railways at all. They could, for example, run workshops for trainee thatchers or wheelwrights etc....

 

Err.... assume that the Board resolves to call an EGM to change the M&AoA. That then will be the business to appear on the Agenda and therefore the only business which can be conducted at that EGM.

If the 'six' subsequently as individual Trustees want to put forward their own resolutions, then surely they can't lawfully amend that Agenda to include them? Either they have to get the Board decision to include those resolutions to be part of the original Agenda (which is unlikely therefore to get unanimous Board approval!), or they have to call their own separate EGM at their own expense.

 

Sorry, but I don't think so.

All that we 'know' at the moment is that the 'six' have sent a letter to the Secretary with the details of two resolutions to be decided at "a General Meeting". Whether they have asked for him to call an EGM, or simply to add those resolutions to the Agenda for the next AGM, is unclear.

However there is an implication that, as apparently there is also an intention to try to change the M&AoA, they want to do this before the AGM, in which case therefore there will have to be a prior EGM.

All we can do at the moment really is to 'wait and see'....

 

Exactly my point @RailWest - and per @ikcdab , requiring 5% of the Members in support.

If there's one consistent thing about "the six", it is that they're utter cavalier with the rules, and are very happy to spend the Trust's (ie, the Members') money on libelling people and picking fights - without, apparently Board approval.

It's utterly disgraceful.

It also doesn't extend the railway by an inch.

 

The grey area might be if the 'six' get their bid in at a time when they know an EGM will be called, and before such costs are involved. I'm struggling to understand how a decision would be taken about what resolution(s) to present in such an EGM, should anyone else wish to table a resolution.

None of this is helped by the fact that the Chair of the Trust is a signatory to the request for these additional resolutions, and might therefore be considered by some to be compromised in his ability to make a fair judgment on the merits (or otherwise) of such an alternative.

 

Regardless of which General Meeting this special resolution will be put to the vote or who calls such a meeting, am I right that section 283 of the Companies Act requires a 75% majority of those voting and proxies on a special resolution at such a meeting to remove directors (or change the M & As), or is it only a simple majority to pass such a resolution ?

 

Not yet - the letter was released on "Exmoor-NG".

 

I'm not sure about that - with all the 'hot air' emerging from WB at the moment, I would expect a certain amount of rail expansion

 

AIUI if the specified (5%?) of members submit written support for one or more resolutions to be determined at an EGM then the Trust (ie the Secretary) is obliged by law to issue the EGM summons with the specified Agenda. The Chairman (nor anyone else) has no authority to determine whether or not to call the EGM or what to include/exclude on the Agenda - the Trust must obey the law and follow the members' wishes. This became quite apparent during the WSRA saga....

 

And if that threshold is not met?

 

See Section 294 of the Companies Act 2006. The expenses of distributing the proposed motion to the members must be paid by those requesting it. Until the 5% or more of the members requesting a resolution tender such payment to the company it is not required to distribute it. Even allowing for a reasonable percentage of members contactable by e mail the printing and postage costs could be substantial.

 

That's remarkable! They've finally managed to extend!

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The terminology is a little confusing:

- To remove a director requires an ordinary resolution, ie 50% of those voting. It does however require special notice to the company.

- To change the articles requires a special resolution, ie 75% of those voting.

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I know this will be of interest to no one, but that really is it. I don't need the sheer angst of it all. Direct Debit cancelled, trust membership resigned, all donations ceased. I don't even care any longer who is right or wrong here, there're other preservation projects I can spend my time and money on without all the squabbling.

George Newnes' biography is very good, I think I'll stick to that and a lovely Eric Leslie print I've got. Might even sell-up all my L&B OO9. The whole thing tastes sour to me now to be honest.

 

That is true. Which is why, in the WSRA example, the members calling for an EGM has a 'whip round' and coughed-up - three times!

The actual expense of hiring a hall for the meeting fell to the Charity. On one occasion the 'reformers', to save money, offered to have the EGM at the same place and on the same day as the AGM, thus reducing their own costs for postage as the EGM material went with the AGM material. It was on that occasion IIRC that the Board repaid their generosity by pulping about £1K of supporting statements supplied by the reformers at their own expense and replaced it by a (biased) precis of their own :-(

A good (bad) example of where the power rests with the incumbents :-(

 

I'm going to disregard any particular view on what the correct governance for the L&B might be, or of the current trustees. Instead, I'd like to focus on the role of the Memorandum and Articles of Association, and what a change at this time represents.

There is a dispute within the Trust regarding how best to extend the L&B, and what approach(es) might be most likely to succeed. Intrinsic to this dispute are questions of how successful the leadership of the last ~20 years have been, and whether they are the right people to take the next steps forward.

In that context, I am struggling with the question of how a change to the Trust's governance can be appropriate at this time, especially if (as rumoured) it would restrict nominations. The effect of that would not be to document (as was the case at NYMR) a settled position within the organisation, but to use the constitution as a weapon within that ongoing dispute. That is all the more so given the intent to evict two serving directors/trustees.

Calling a spade a spade, that is a power grab. Even if I agreed with the measures apparently proposed, I would have to vote against - the time for constitutional settlements is to document the end of a dispute, not use as weapons within them.

 

I doubt it - really it needs to be read together with their other charitable objectives which can be seen on the NYMR Trust's web page. A pretty good set of objectives I'd say - but it depends on Trustees and members upholding them.

 

Probably what your Newnes' biography didn't tell you is that after his death his estate became insolvent. Poor chap made some investments in rubber plantations South America and a shale oil extraction operation in Australia which went sour; he guaranteed the debentures of the Clifton Hydro (created to persuade the Merchant Venturers to let him build the Rocks Railway) and they called that in, not to mention funding a chap to invent an electric piano which never materialised. And, despite what the history books tell you Hollerday Hill was only leasehold, so worth very little. The creditor which caught it in the neck was Coutts Bank ! You can tell I'm interested in history rather than current politics, so I shall remain a life member till the bitter finale.