Lynton and Barnstaple - Operations and Development

The only power that can be classed as grabbed by the proposed changes is the unrestricted ability for members to nominate candidates of their choice.
The drawbacks of the current system are all too apparent from recent experience. It also embeds the risk that members might nominate candidates who might be tempted to run the charity in the members' interests rather than for public benefit.

 

Fair enough. I just posted some behaviours:

• 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.

Of these, which behaviours would you consider "proper", @Lineisclear ?

We can indeed agree on this!

I don't doubt that the EGM on the M&As is legal, and I will be attending.

The available evidence is that the Trustees' Meeting on 10 Feb voted to put the M&As to the Members at the EGM by 5 or 6 to 3. The Ordinary Resolutions do not seem to have been voted on - which is why we need to see the minutes.

Tony Nicholson then wrote to say that Ordinary Resolutions would not be accepted - yet there are two on the Agenda. So there was no notice to the Members to call for Resolutions, yet those sponsored by 'the six' as ordinary members are there. You can't have it both ways - which is why the legal advice needs to be released if 'the six' are relying on it to block other Ordinary Resolutions.

True, but irrelevant - this 'legal advice' (if indeed it exists - Miles has form for lying about having legal advice, as @Meatman detailed above) isn't commercial confidential or anything else: it is simply about running the EGM. If you're relying on it, publish it.

A very revealing comment, @Lineisclear - "free and fair elections elected the wrong people, so we're going to get rid of free and fair elections to avoid this happening again". This is more reminscient of North Korea than North Devon...

On this we agree. I'm strongly encouraging those with a vote to use it, and to vote against the proposed M&As.

 

Another point which may have been forgotten is these proposals fundamental change the contract between the members and the trust.

It could be argued that life members have signed up to a contract which now cannot be changed without their written consent and why as a life member would I want to give away my right to challenge the way the trust is being run and to be able to make changes to the manage team itself.

Yes I could vote against any proposed nomination to the board when a vote is taken, but then I wouldn't have the freedom to vote for someone who is not on the short list either, whom I might feel would be better for the railway project itself and is capable of doing the job correctly.

 

I’d just like to pick up on this question of legal privilege. It’s important as a way of allowing advice to be sought without being shared with an opponent, and to allow understandings to be developed. It should therefore not be treated lightly.

However, we’re in a somewhat tricky situation where the assertion of privilege makes amicable resolution much harder.

The face of the legislation tells us that a General Meeting may only be called if either the Board resolve to do so, or that a certain number of people commandeer one. In this case, the meeting was called by the Board.

We then understand from someone present at that meeting that the EGM was called for the purpose of the Special Resolution on the Articles, and that this resolution did not include items 1&2 on the agenda.

That trustee then sought to raise a further ordinary resolution, only to be told by the Company Secretary that legal advice barred the addition of any further resolutions once the Trustees had resolved to call the meeting.

Presuming the above account to be true, we have a strange situation in which legal advice both permits additional resolutions to be added and prohibits them.

In such a case, where the legal advice appears to contradict both the facts and the face of the legislation, it seems reasonable for the board to waive privilege and share both the advice and the question to which it was an answer. There should be no question of protecting against litigation and all participants would be in a much more certain position for the conduct of an important meeting.

It would also remove the hopefully unfounded suspicion that no such legal advice exists, and that what we are seeing is no more than a power play.

As a retired lawyer, you will I’m sure have come across situations where participants in a dispute have asserted the existence of legal advice where none exists, or where it is in response to a different question.


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I see your strawman there, @Lineisclear, and raise you another bale. The current issues are not the fault of the electorate, but of 'the six' to refuse to work with those the Members elected. I give thanks daily that you and your views are not (yet) in charge of my railway.

 

The drawbacks of the current system stem from the refusal of some to work with their elected colleagues. The public benefit is risked much more by having a limited and self perpetuating circle in charge, in practice accountable to none, than trustees who command the support of the organisation at large.


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That is not an argument that I would pursue. The Trust has always had the power to vary its Articles, in law and in those articles. To say otherwise would give individual members a veto over any change, regardless of scale or significance.


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And yet your preferred option embeds the risk that the directors might be tempted to run the charity in the director’s interests rather than for public benefit…

You can’t have it both ways: if your concern is the risk of institutional capture of the charity that is at variance to the public interest, changing the articles so as to reduce the diversity of those who set the charity’s direction must inevitably be a bad thing. Your views on this seem to spring from a perception that somehow “the membership” are a monolithic body with a single (presumably malign) view point, rather than the reality of being a large number of people with differing views.

Your prescription of removing power from the members in membership bodies is I would suggest dangerous and to be avoided wherever possible.

Tom

 

I agree with that sentiment about individual members not having a veto, as that is not point I am making, but in a contract you have to have an offer and an acceptance for it to work, I am suggesting that this offer does not meet that requirement and I don't have to accept it.

So where would this leave a life member? Who has already signed up to an existing set of M&A's we obviously can't run with two sets of M&A as that would not work. What than means is we would have a stalemate in this case with no progress being made.

There have and still are members who have given a lot to the trust in the past and now that is being taken from them and are being treated like this by a small group of members who just so happen to be the Trustees

In principle I don't have a problem with the suggestion that the M&A's need up dating, but it is the way it is being done now that I object to.

 

In case you've not seen it, please see below a letter from Anne Belsey, Chris Duffell and Mike Whittaker, co-signed by more than 50 L&BRT Members.

(This is the first of two sections. This concerns the M&As, the second concerns the much happier topic of extending the railway, which I'll post next.)

Toby

___________________________________________


Lynton & Barnstaple Railway Trust

Extraordinary General Meeting, 23rd March 2024



Dear Member,

You will have received, or will shortly receive, a set of documents from the L&B Railway Trust informing you of an Extraordinary General Meeting (EGM) to be held in Lynton Town Hall on Saturday, 23rd March 2024 from 2.30 pm.


As Members, we are being asked to vote on three motions: to sack Anne Belsey and Chris Duffell as Trustees, and to replace the Trust’s current Memorandum and Articles of Association (M&As).



The accusations against Anne and Chris are personal, and take no account of the best interests of the railway – and the validity of these two motions is open to question. Please consider this when casting your votes.



With regard to the third motion, it is right that the M&As are periodically reviewed and updated. For example, it is desirable to allow electronic voting for Members unable to get to Lynton for the AGM. However, some of the proposed changes (which are based on the model M&As supplied by the Charity Commission, but with additional changes which grant significant extra powers to the Board) will take away from Members all control over the direction of the Trust in the future.



For this reason, we ask you to vote AGAINST this motion.



You may ask how these changes to the M&As can possibly be as dramatic as to remove the right of Members to have any say in the running of the Trust. Quite simply: three key changes in the proposed M&As would, if passed, give the existing Board of Directors absolute and unchallengeable power. Details of those changes are given later in this document.



The net result of these three changes will be the absolute concentration of power within the existing Board. In a membership-supported organisation like ours, this cannot be right. As Members we feel a close and very positive relationship with the Lynton and Barnstaple, united in our desire to see it prosper. Disenfranchising Members at any time would be an inadvisable step, but with the background of the last year or so, where we have seen a concerted and unjustified effort to dismiss two out of three new Trustees elected by the membership (and in both cases the original elections had to be re-run due to voting irregularities), this move by six of the current Trustees must be seen as an attempt to consolidate their personal hold on the L&B.



The recent past for the railway has been one of upheaval and disappointment. The failure to capitalise on the achievement of getting planning permission for the extension was a massive shock, and the purchase of the Old Station House has raised many questions in terms of the impact on the L&B finances and the ability to extend in the future. The Trust and the six Trustees proposing this change are currently subject to a Charity Commission investigation.



The future success of the L&B means facing a host of complex and challenging problems. It is essential that we find and engage a wide range of skills and abilities. Embedding power within a small circle of people, who have not demonstrated an ability to create a collaborative powerhouse organisation, will not deliver the vision we all share for the future of the L&B. Members must retain an ability to hold their Board to account effectively, and this will be lost with the proposed changes.



The three main changes are:



VETTING:

In future, anyone nominated for election at an AGM must first be “vetted” by a Nominations Panel consisting of existing Board members and others selected by the Board. The candidate will have to apply to be vetted at least 60 days before the date of the election. Whether this vetting process will act as a bar to any candidate of whom the current Board disapproves will depend on how the Board subsequently chooses to interpret the wording. Although Members will still be able to nominate candidates for election, only candidates who have successfully been through the Board’s vetting procedure will make it on to the ballot paper.



The dangers of this for a membership-supported charity will be immediately clear to you: it will lead to the creation of a Board of Directors that is essentially self-selecting, self-perpetuating, irremovable, and accountable to no one – and should there be a situation where there is dissatisfaction with the conduct of the Board, the Members will have no power to make constructive change.



DISMISSING TRUSTEES:

The Board will be able to remove Trustees from office without any reference to, or approval by, the Membership by majority vote. This change, if implemented, means that the current Board would be empowered to dismiss any Trustees who disagree with them, even if those Trustees had the full support of the Members. (This is what they are trying to do with Motions 1 and 2.)



EXPELLING MEMBERS:

It is proposed to allow the Board to remove any Member’s membership without due process. The current Board’s behaviour towards Anne Belsey suggests that this would simply be used to purge anyone who dares to disagree with the current majority.



A further important point is that the six Trustees who are urging Members to approve these new M&As have admitted that the current document is unfinished and will be changed again in the near future. In which case, why the unseemly haste to have the proposed changes approved now – unless the six Trustees want to have these new draconian powers in place before the forthcoming AGM?



Changing the M&As should be a gradual and considered process, and should reflect a consensus of the Members. We call on the Board to establish a working group for all interested Members to update the M&As, with a remit to bring draft proposals to the Members’ Forum this Autumn. Members’ comments can then be incorporated to produce a final proposal for the 2025 AGM, with any changes to elections taking effect from the AGM in 2026.



The L&B is at a fork in the road. We need to choose a pathway that leads to a more inclusive, more collaborative and more successful organisation. The dream of the last great narrow gauge adventure is at stake. PLEASE VOTE AGAINST THE RESOLUTION and keep the dream alive.



Signed by

Anne Belsey, Chris Duffell, Mike Whiteaker (Current Trustees)

Keith Vingoe (Former Trust Chairman and CIC Managing Director, and originator of the 2007 M&As)

Peter Bowes (Former Director of the Lynton and Barnstaple Railway Company; Former Director and Chair of the Board of Trustees back in 2006 period when extension to Killington Lane was achieved)

Mike Buse (Founder Member; Former Trustee and Chairman of the L&B Railway Company)

Bob Barnard (Former Leader of the L&B North West Area Group)

Dave Tooke (L&B Commercial Manager, now retired; Former Company Director of the L&B Light Railway Company)

Barry Marshall (Founder Member; Chairman of the Surrey Support Group of the L&B Railway Trust; Director and Company Secretary of Distant Point; Former Trustee and Former membership secretary of the L&B Trust)

Bill Pryor (Founder of the L&B; Secretary of the L&B Association; Chairman of the L&B Association)

Paul Gower (Founder member; longest-serving volunteer building the LynBarn; First tracklayer at Woody Bay)
Mike Bayly (Founder Member: Overseas member, USA)

Colin Rainsbury (Founder Member)

John Heys (Former CIC Engineering Director)

Martyn De Young (Former Trust WebMaster)

Nigel Thompson (Leader of Chelfham Station Restoration)



Other members of the L&B Trust:

Paul Davie

Toby Fenwick

Andy Hearn

Sue Barnard

Richard Landen

Simon Baggott

Chris Osment

Rob Prosser

Tony Spencer

Mark Thompson

Andy Richards

Jayne Wilson

Mike Wilson

Christine Duffell

Graham Piercy

Leueen Fox

Graham Lee

Chris Lane

Les Driver

Jenny Driver

David Cameron

Philip Heathcote

Richard Haste

Geoff Loynes

Paul Plowman (Overseas Australia)

Joy Savastano

Richard James

John Buck

Steve Walker

Cheryl Walker

Graham Schrouder

Sir Philip Williams Bt

Jose Kimber

Tom Wreford

Steve Ball

Adrian White

Susan Buse

Andy Merritt

Dereck Goodwin

Andrew Naish

Carol Neil

Andrew Richards

Tony Williams

Jackie Williams

Lewis Andrews

 

I suggest the underlying legal position is that when you become a member you accept the Articles that include the potential for variation in accordance with their terms and applicable law i.e. by a 75 % majority vote.

 

Part Two: this is a short note from Anne Belsey, Chris Duffell and Mike Whittaker on the best way forward to extend the railway, and comes from them alone.

__________________________

The following document sets out our suggestions for a way forward for progressing the early reconstruction of our railway. Your comments on these proposals would be welcomed.

Lynton & Barnstaple Railway 2024



The Way Forward



In April 2023, after the loss of the planning permission, members were asked to choose from four Options for Progressing the Railway. The document was written such that there was only one viable choice - Option C, which was overwhelmingly supported by the membership.



Actually, Option C was two options combined - rebuilding the line from Blackmoor (BG) to Wistlandpound (WLP) and/or extending from Killington Lane (KL) to Cricket Field Lane (CFL).



The current situation

As of now, no work has been carried out or is planned by the Board on the BG to WLP section - for which planning permission exists, whilst KL to CFL has got bogged down in the pre-planning stages and there is no current timescale for the submission of a planning application.



All the work on the extension is being carried out by just 3 Trustees, using paid consultants. There is no involvement by qualified members and very little feedback to the other Trustees, let alone the membership.



Currently there is no time-line for extending the railway and the proposals make it highly unlikely that the railway will be completed between KL and WLP by 2035, which will be the 100th anniversary of the railway’s closure.



Confidence in the railway’s ability to extend has been eroded away by the lack of proper engagement with local government, other organisations and the local population. In the latter case, this lack has allowed opposition to the railway to flourish.



THERE IS ANOTHER WAY



In conjunction with several prominent members of the Trust and others, Anne Belsey, Chris Duffell and Mike Whiteaker have been working hard in the background to produce a viable programme for progressing the railway in conjunction with the Yeo Valley Trust and Exmoor Associates, where considerable strides are being made towards reopening the railway at the southern end of the line.



The basic outline of this programme is presented below. The various stages will be undertaken concurrently, with full use being made of our volunteers.

1. Immediately start on works to extend the railway from BG towards WLP using volunteers (fencing, drainage repair, vegetation clearance, etc.).

1. Apply for a Section 73 to postpone the construction of Br 56, the A399 bridge.

1. The BG to WLP section to be opened in stages as soon as a suitable length of track is available possibly using a battery/diesel powered push-pull train.

1. Set up a working Group to develop the plans required for the development of the railway at BG (Br 56 design, car parking for OSHI and railway, design and layout of Railway station and engine shed) and to submit planning applications as necessary.

1. Continue with development and planning application to construct Br 65 (KL bridge) and the line to CFL or Bridge 61.

1. Commence construction of BG works once necessary planning permissions are obtained and as funds become available.

1. Prepare and submit a TWAO with Deemed Planning Permission for the construction of the Railway from CFLto BG. (A TWAO will be required to ensure that all the land is available. It will be considerably quicker and cheaper, as it is 1 application and not 2 and thus objections can only be aired once. A shorter application length will reduce the funding required for the works considered by the TWAO. Considerable work has already been carried out on TWAO preparation which otherwise would have been wasted).

1. Construct the railway between CFL and BG as soon as the TWAO is granted and funding is secured.

1. Create an overarching group to develop a forward strategy for the rebuilding of the whole of the railway consisting of the L&B Railway Trust, the Yeo Valley Trust and Exmoor Associates.

1. This group would:-
2. Develop options for completing the railway especially to the south to make use of the extensive and available lengths of trackbed now owned by EA/YVT. (Work to understand the issues here is already underway)
3. Engage with the Local Government and politicians at all levels (National, County, District and Parish)
4. Develop a positive publicity campaign to raise awareness, engagement and gain support from the local population.
5. Develop the funding strategy for the overall railway to ensure that funding is available to enable construction to proceed as and when required.

A more detailed programme will be ready to present to members at the Trust AGM in May.



Anne Belsey

Chris Duffell

Mike Whittaker

 

I can only surmise that the EGM to seek member approval amended Articles was called by the Trustees as they have the right to do. It appears that separately members have sought a resolution pursuant to section 168 of the Companies Act 2006 to remove two directors. That they also have the right to do so in that capacity. The company has no option and must call a meeting at which that resolution would be put. Both require a general meeting and it makes sense for both items to be addressed at one meeting.
If there were other motions proposed by members they would have to meet the threshold test pursuant to section 303 of the Act. if not they would be properly rejected.
I'm making assumptions but that would appear to be the logical explanation for the EGM agenda.

 

I just want to clarify that whilst I do support this letter wholeheartedly, I was not ever "Trust WebMaster", although for over 20 years, I was a member of the web management team working with several excellent volunteer web technicians.

 

Items 1 and 2 are the result of motions brought by a subset of the Trustees, but neither approved at a Trustee meeting nor attaining the threshold from Section 303. Yet the legal advice purports to allow these motions, yet deny any others that might reach the criteria set by Section 303.

I would have expected the two Ordinary Resolutions properly to have been rejected as not meeting the requirements of the Act. I would also have expected that, with time available, additional motions might be permitted should the Section 303 threshold be met. Yet this is not so.

 

The issue is as @35B points out, @Lineisclear . And more to the point, no opportunity has yet been created, though I have emailed the Company Secretary this morning to establish what the position is, as I wish to submit such a motion.

 

With respect I think you've both missed the point that it appears the motion to dismiss two directors was NOT sought by a subset of the Trustees. It appears to have been raised legitimately by members acting in that capacity. OK they are also Trustees but that doesn't deprive them of their rights as members.
If the EGM papers have gone out then any further motion pursuant to section 303 (for which the opportunity is there at any time) and for which the threshold could be achieved would appear to require the expense of yet another General Meeting although in that case it would have to be borne by those calling the meeting.

 

With respect, @Lineisclear , you're rather missing the point.

Either the EGM should be open to motions with fair notice to all with a reasonable deadline - say 21 days in advnace - or that no motions other than the one approved by the Board can be considered.

'The Six' cannot have it both ways. And neither can you, frankly.

 

AFAIK the 2 'dismissal' motions have been raised purely by the 6 signatories acting as individuals. No evidence has been submitted, or even suggested by anyone connected with it, that it has the support of the necessary 3% of the membership. If it did, then I am sure that the Secretary and/or Chairman would have been the first to point that out! So why therefore are they on the Agenda?

 

I do and I did in the past when similar changes where required. That time around I think we got about ten pages of why it was necessary and a full explanation as well.

The difference this time around is it appears to me this is out of pure spite and that the proposed changes have not come with any clear convincing explanation as to why they are needed, except to try and get rid of some trustees which in my personal opinion are trying to keep the rest of the trustee accountable to the membership at large, by keeping their feet to the fire.

I know this will never be allowed at an EGM but If I could put a motion to the meeting then it would be along the lines of

" We the membership at this meeting find that we now no longer have any confidence in the management of the L&BR Trust and wish them to resign and stand down by the end of today"

Total impractical I know, but I would just like to see some sort of nuclear button option for the membership to be able to use if this situation happen again.