Lynton and Barnstaple - Operations and Development

So are you suggesting that the minority Trustees - having read the draft at their Board Meeting - are not telling us the truth?

 

Well #11780 above refers to a currently non existent Nominations Panel and the exclusion of people who have not submitted applications to it by 11 March. Now it is, I agree, perfectly possible that the Nominations Panel will turn out to be benign but on current form I have my doubts. If it walks, quacks etc.

 

We do. I hope they arrive in tomorrow’s post so that I can have time to read them properly, along with whatever information accompanies them.

My own general views are formed irrespective of the detailed content. The timing, especially in context, stinks; the lack of any consultative process and the inability to fix defects both make any change at this time unacceptable in my mind. Those views are only hardened by the inclusion of the two illegal ordinary motions and refusal to consider allowing any other resolutions.

However, if we assume that the minority of trustees are being honest, and the new Articles include a requirement that amounts to pre-selection of all candidates, it would be interesting to understand your thoughts on the implications.


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In theory enough of us could call for another EGM in between the one called and the AGM, but I suspect few would turn up, let alone vote. So we have to hope that the resolutions will be lost on 23rd March. So I'm going to have to make it to Devon on that day, just in case something untoward happens to my proxy.

 

Not at all - I was merely responding to someone else's post which used the word 'alleged'. I am happy to wait until my copy arrives to see what is in it.

 

Over on Exmoor ng it has been stated that proxies do not have to be returned to the Secretary before the Meeting, but can be sent to someone who is going to the meeting. Rob Prosser has indicated that he is willing to act as the proxy holder for anyone not able to get to the meeting.

 

The form is much improved over recent years. It clarifies that a proxy can be the chairman or (if you cross out "the chairman" and add another name) any attending member. Proxies don't need to be sent in advance, and can be presented at the meeting. It also offers "for", "against", and "abstain" as options for all three resolutions. It must be signed, dated and include membership number though, and anonymous forms will not be counted.

 

They should be voted down purely on the basis of the rush to implement them.

As others have said, there's no reason for rushing them through, it's costing a lot of money to hold a GM, and regardless of the content of the amendments, the membership should be given time to read, digest, debate and amend the Articles before voting on them. Why would you rush through an amendment now, when there's already a recognised need for a more wide ranging revision and the CC are also investigating and may suggest further revisions.
I'm guessing that you'd be ok spending £10k to have 3 GMs to vote on 3 separate sets of proposed amendments?

 

I have to agree with Keith here. But, to avoid further speculation, could somebody who has received the official notice of meeting please advise :
a) Are the proposed amendments included ?
and if so:
Do they contain changes to the manner in which Trustees can be appointed ?
Once we have this information discussion can become more focused.

 

That sounds like a recipe for chaos, or at least a very protracted meeting. Proxies would normally have a cut off date (which cannot be more then 48 hours before the scheduled start time if the meeting). That gives an opportunity for them to be checked and verified as valid. If that has to be done on the day that could take some time.

 

@Lineisclear - doubtless it may take time. But the point is that 'the six', aided and abetted by an at-best complicit Company Secretary, have flouted the rules and acted ultra vires on critical mattters over the last 18 months, destroying any trust in their honesty and integrity. To refresh your memory, these include amongst other things:

• Misrepresenting the funding available for the extension in the 'Return to Parracombe' Fund;

• Lying about the role of ENPA in the S73 planning debacle;

• Illegitimately refusing Anne Belsey's valid nomination in the Trusteeship election;

• Ignoring the Charity Commission's directive to comply with the M&As on notice for last May's 'AGM' which was legally invalid;

• Circulating a proxy form for that meeting that illegitimately gave the proxies to the Chairman in violation of the M&As;

• Using the disciplinary process as a factional power play (targeting Anne but refusing to even investigate Ian Cowling's assault on Christine Duffell and Tony Nicholson's lies to Trackside, both of which would meet a conventional understanding of 'bringing the railway into disrepute');
  
  
• Now running an unnecessary EGM to attempt to ram through changes to the M&As in order to control this year's election;
  
  
• Adding Ordinary Resolutions to the EGM Agenda which were not voted on by the Trust, whilst barring other Members from tabling Ordinary Resolutions, citing legal advice that 'the six' have refused to even share with all Trustees, let alone the Members.

Under these circumstances, I would insist on my proxy being taken on the day; fortunately, I'm going to be able to go in person, but I'm grateful to Rob Prosser for volunteering to take proxies to Lynton for those who can't.

You, @H Cloutt, @Small Prairie and others may be fine with 'the six' behaving in this appalling manner - the rest of us don't have to put up with it.

 

Herewith

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I’d hope that that gets given the short shrift it deserves. There is nothing there that would prevent a majority group on the board creating a nominations panel that itself had a majority of those same board members: the power for anyone outside that small group (whether ordinary members or other board members) to put up any alternate view is effectively zero. It’s a charter for a small clique to seize and then retain power regardless of the wishes of the membership.

I’d hope those such as @Lineisclear, @Small Prairie, @H Cloutt and others who still cling to defend the actions of the board can finally see it for what it is - a naked power grab.

To make it explicitly clear: 25.2 says you can only stand as a director once vetted by the nominations panel. And 30.1 allows for that nominations panel to be majority controlled by the existing directors. It is pretty black and white.

Tom

 

Thanks @Isambard! - I'm still waiting for my hard copy. As @Jamessquared says, a "naked power grab" that should be voted down on that basis alone.

 

Thank you, Isambard.
Now that we have confirmation we can properly address this issue.
Frankly the proposal is outrageous, effectively removing any input into the leadership of the Trust from its members. Remember that two Trustees elected by the members are already being attacked and an attempt is being made to remove them from the Board by means of some very dubious trumped up charges. To support this amendment would be to give absolute power to the existing six Trustees and their friends and leave them free to run the Trust as they want without any accountability to the members. There is absolutely no way in which the membership should support this.

 

I wouldn't support any improper behaviour by the "six" or the "three " for that matter. It's just that I don't share your view of what is improper. I would happily agree with the view expressed on here that all Trustees should comply with the Law. It seems to me that so far as the EGM is concerned that is what they are doing. For instance you complain about other motions being rejected. Were they properly tabled in time by the necessary percentage of members?

As far as the legal advice is concerned I'm surprised that you would expect it to be disclosed to the members. Board minutes are confidential. One of the reasons for that is that if they were not legal privilege ( i.e. the right not to disclose advice in any legal proceedings) would be lost.

As far as Nominations committees go they are a normal safeguard against exactly the sort of dysfunctional confrontation that has resulted from the current election process. However, the decision is rightly one that the members are being asked to make in the light of that experience.

 

Not only all the above, but.....

Under existing Clause 40(2) a potential Trustee needs a nomination by ONE other member. Some Trusts to which I have belonged in the past used to require both a Proposer and a Seconder - I have no problem with that idea. BUT the new proposal requires TEN members to nominate - how easy/difficult will it be to achieve that ?

 

I see a potential loophole here

The proposed new Clause 25.2 says that nominees have to be 'vetted' by the Nominations Panel. It does NOT say anywhere that candidates have to actually pass such vetting!

I've read various dictionary definitions of 'vetting' and they merely describe a process and not any actual outcome. So it could be argued IMHO that all the 'vetting' will do will determine if you are a candidate who is suitable or nor in terms of not being a criminal or insane etc.

I note also that the new Clause 30.1(a) says that the Panel will "identify, vet and recommend" prospective new directors, but - unless I've missed it - I can't find anything that states that a candidate must be recommended in order to stand for election. It will be more like you get with (say) Building Societies where several people stand for election as Directors and the Board will say "we recommend A, B and C, we do not recommend D and E because..."

Of course, if these changes get approved then no doubt the majority Board will interpret them differently...:-(

 

Be you for “three”, “six” or neither, the proposed nomination committee is not “a normal safeguard against exactly the sort of dysfunctional confrontation”, but a means of raising the stakes.

I have no issue with a nominations committee with powers to recommend candidates. That is not the implication here, though. It is a committee with the power (implied rather than explicitly stated) to bar candidates, and on which the board have control.

At NYMR, where you drove such a body, I thought it a grave mistake. But NYMR was not subject to factional disputes, and there was no question of procedural fairness. Their adoption followed a consultative process, and was a natural conclusion.

Here, none of that is true. We have a board that has shown itself to be deeply factional. It is progressing a set of Articles that entrench the “six” in a way that would make them unchallengeable. Even if (and views will differ) these were the right articles, this is the wrong approach and the wrong time for them.


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