Lynton and Barnstaple - Operations and Development

That is right. Instead of one of the majority Trustees refusing to work with one of the newer appointees at a Board meeting (as he is required to do) all he had to do was hold a debate, and a vote, where doubtless the majority would come out on top. And they would have got their way legally and in a civilised fashion, and the meeting would proceeded through it's agenda and the business of the Trust conducted, even if not in a way the minority would have wished. And we wouldn't have heard of these allegations of how Board meetings have been conducted, and then cut short, leaving the minority of Trustees uninvolved in some of the Trust's business. Which is why I concluded that this person, and maybe some of the other five, seem to have derision for any member who questions their actions.

 

It would be normal to count beforehand those proxy votes for and against where the chairman has been appointed as proxy. It may also help to count those proxies that have been duly lodged where the member has instructed the proxy how to vote. That will give an indication of the result if proxy votes become relevant.

On a show of hands vote proxies present in person have only one vote regardeless of the number of proxies held.
Those are counted only if there is a demand for a poll. The number of proxy votes that might be cast one way or the other will be known as the result of their having been duly registered. It can sometimes be the case that the number of votes in favour held by the chairman will determine the outcome regardless of those that could be cast on a poll by those present, including proxies, in which case the chairman would normally explain that a poll would be pointless. That's why it can save time to count them beforehand.

 

The point is, OSHI is not doing as badly as some feared it might and long term could become a good income stream. Even without the railway actually being there it is benefiting the railway in valuable community building events and preparing relationships.

Additionally, huge amounts of criticism has been levelled at the trust now, calls for resignations, a completely new trust, long periods of reflection and auditing (the posts are numerous all over the place) yet now we see posts saying they don't need to.

The criticism has now set a very high bar for those who follow, in governance, in operation, in its plans, and what it achieves, no room for errors at all, all flexibility will be lost because the shouts that that plan won't work, this one is the one, that that won't work but this definitely will... and it will carry with it an expectation in the membership that things will definetly without doubt progress the way that's been laid out in that plan.

Read the posts here and on Facebook over the past year.

The reality is, with the complexity of what we are trying to achieve, rebuild a railway in jigsaw fashion, means that flexibility is a must, that all parts of the jigsaw need to be worked on if possible, even those that at the moment may seem a bit pointless.

At no point have I said we shouldn't have an overall plan, and in many ways we have one and always have all along... Reinstate the Lynton and Barnstaple Railway. Below that are challenges which each need to be solved in various areas.

Let the trust deal with CFL, we can all look at Blackmoor in the meantime as a possible second section for peak season and support the pub to the fullest, EA/YVT look to solving the issues at the southern end of WLP and the road in track beyond, also perhaps looking at Snapper and back into Barnstaple, there is more than enough to get on with without being at each other's throats.

 

In which case, let us hope that someone requests - and get - a poll vote for each Motion, otherwise there are going to be a lot of angry members 'at home' whose vote has not been counted and a number of proxy holders holding a handful of useless forms.

With regard to Motion 3 then IMHO a poll would be essential anyway in order to determine if the 75% majority has been reached or not.

 

One of the reasons for the new Articles is precisely that the voting is an almighty great kludge between hands in the room, postal ballot and true proxy. That is not really resolved in the proposed articles - another reason why they are deficient and need to be rethought.

In this instance, for reasons that will be obvious, trust is lacking - as is evident from suggestions of photocopies. I think it is reasonable to assume that, on each of the three motions, polls will be demanded and held. What then matters above all is that the counting is, and is seen to be, entirely above board with a clear chain of custody from proxy form receipt through to count - including, where applicable, proof that any votes left to the discretion of the chair are not completed prior to the meeting.

I am led to believe that a process is in place to manage the situation which should, given fair wind, be workable.

 

If a valid demand for a poll is made then one has to be held . Whether it's a simple majority or special majority if the chairman holds sufficient proxy votes in favour, or that allow him to exercise his discretion, so that the requisite majority is secured the poll would not acheive anything other than to allow the "at home" proxy voters to feel that at least their votes had benn counted.

 

I suggest that, even where there is such a position (which would surprise me tomorrow), there are sometimes non-legal reasons why it is necessary or even essential for this to happen which go beyond allowing the "proxy voters to feel that at least their votes had been counted".

In a recent trustee meeting in another context, I was asked to affirm my support for a measure that was beyond my trustee responsibility. Setting aside the specifics of the matter, what was interesting was how important it was to the organisation for wide support to be visible and demonstrated. If a narrowly legalistic approach were taken, that wider support could not be gathered - and the initiative in question would have been undermined.

 

Agreed....... a precise 75% majority would obviously be less compelling than a 95% one but in terms of whether a special resolution passes or fails it would still be decisive.

 

I don't mean that - though I agree that this would be true. I mean that the majority is seen to have been delivered, and represents a clear win for the argument.

We disagreed profoundly on the NYMR changes. But, to your credit, you argued that case and sought to build consensus behind it; something that has stood you in good stead since in terms of the NYMR moving forward.

On the L&B, there's none of that - just a load of increasingly toxic assertions demonstrating a "you're for us or against us" mentality.

As a member, I've received a letter out of a more or less clear blue sky, asserting that these changes are so important that they must be driven through at pace. No forewarning, no building of a case to say how these reforms will support the railway - just demonstration of a siege mentality.

Even if I agreed with these changes, I would be deeply concerned about how this case has been presented, and what that said about the future direction of the organisation.

 

I hate to see the sort of destructive confrontation that has occurred and it strikes me that neither side has covered themselves in glory.
Disagreement is fine. I've listened respectfully to your views and those of others about the NYMR. Sometimes I've changed my mind when the argument is compelling!
It's virtually impossible to keep everyone happy when they have so much (not just financial) invested in something they care passionately about. Those charged with the responsibility of, or aspring to, leadership should never lose sight of the ideal of bringing those that disagree with them on what can be a difficult, and even painful, journey.

 

We agree! And this is where my concerns about mentality and approach at the L&B are focused - the attempt to screw the lid down on challenge and disagreement has left nowhere else for pressure to blow.

A few years ago, this board were well regarded and considered successful for what they'd achieved with the planning permission. Yet now...

 

I'd suggest there is also a benefit of a count of showing the level of support for a particular motion - so even if carried, knowing whether that was, say, 55:45 or 95:5 is important, I'd suggest, even if irrelevant in a purely legal sense.

Tom

 

I'd suggest that everyone acting as a proxy ensures they have the proxy form/s with them to ensure there is no chance of any 'no form - no vote' funny business. On the same point, if the chairman or whoever should claim they have, lets say 500 proxy votes nominating the chairman, then, by the same measure, those proxy forms must be present at the time of the vote to count.
(More parallels to the WSR where the chairman claimed to have a significant number of proxies but never allowed the forms to be inspected or counted)

 

That presupposes that the chairman of the meeting holds sufficient (75% of votes cast) proxies. It would be better if counted at the meeting so as to avoid the possibility that the chairman of the meeting doesn’t claim something that isn’t true. Transparency builds trust.

 

Surely the Trust Chairman cannot chair the EGM as he is one of the complainants against the two "accused". The only Trustee not either an accuser or an "accused" is Michael Whiteaker who should therefore take the chair. If he is unwilling, or declares an interest, then a Chair should be elected from amongst the members present.
All votes should be open to scrutiny and I would hope that neutral observers have been appointed.
Failure to ensure that the voting can be seen to be open and above board will result in a large number of members withdrawing support from the current Board and transferring their allegiance elsewhere, which, in turn, is likely to precipitate a financial crisis.

 

Firstly we don't actually know how well OSI as it is now known is actually doing, being given a bunch of interim figures without any real explanation or spread sheets of income against outgoings can make anything look good.
Yes huge amounts of criticism have been levelled at the Trust and for good reason too, the railway was all set up to extend to CFL 15 years ago and despite being told it had to be a bigger project we are now back to trying to do exactly what was originally proposed, the S73 fiasco which just led all of us on when it was known in August by at least 3 trustee's that ENPA had clearly stated they would not allow it, absolutely no open communication with the members, being very economical with the truth in the newsletters, at AGM's and the Forums, the failure of moving forward with granted planning resulting in the trustee's blaming anyone else but themselves, that is why there has been criticism and calls for resignations, all good reasons, many members have been donating and waiting for over 17 years for the next move, what can you expect.
The criticism actually hasn't set a very high bar for those who follow, the trust has been such a closed affair for so many years its going to take quite a while to find out how things actually stand and then start to work on getting things back on track, the governance being the most important, lets not forget the CIC are responsible for the operations of the railway, not the trust, investigations do have to be made into how the Trust really stands, explanations need to be made to the members and any situation fully explained and only then can things move forward.

 

There doesn't seem to be a Conflict of Interest or of Duty as those concepts are normally interpreted. As for any director/trustee the chairman's primary duty is to the Company. His duty is along with the Company Secretary is also to ensure that the the meeting is properly conducted. It is the Company that is tabling the motions following the service of notice by some members.
As long as the meeting follows due process there is no decision for the chairman to take that might give rise to any conflict. That concept applies where an individual's vote may skew the outcome but decisions on all the motions will be made by the members. The Chairman only has one vote himself. Any proxies he holds represent the wishes of the members appointing him as proxy. Surely it's not being suggested that anyone with an interest in the outcome of the votes is conflicted?

 

Just unpacking that. Suppose the Chairman had raised a motion (acting as an ordinary member in the way that has happened). The chairman is also holding a bunch of proxy votes in which the voting instruction is to vote as the chairman sees fit.

When it comes to the vote on the private motion, do you not see that the Chairman, whose duty is to use those proxies as he sees the best interest of the company, is not conflicted by the fact that, as originator of the motion, he already presumably has a desired outcome regardless of the balance of arguments presented when the motion is debated prior to the vote? To claim there was no conflict, you’d have to allow that a chairman could be swayed by the arguments presented when using his discretionary proxies: very unlikely if he is also the proposer of the motion.

But more fundamentally: once again your tendency to see that the narrow legalities trump all else makes you completely blind to the lack of trust in the situation. It is not enough for the board to ensure the meeting is conducted according to the law: that is the minimum standard, not the desirable one. They must also ensure that those present believe it was conducted fairly. Winning a divisive issue on a technicality is just a recipe for further strife.

Tom

 

The chairman was one of those that requested the removal motions-they were not requests from the board.
You are utterly naive if you believe that he would not be compromised, especially bearing in mind the previous voting irregularities, the fiasco with refusing Anne's nomination etc.
You may not intend to, but in my opinion, the more you post, the more you seem to come across as a defender of poor management (defending them simply because they are management) and an attitude that volunteers are wrong/a nuisance/unqualified to comment or be in positions of authority.

 

I hope that the meeting today is not run along the lines that you suggest. If the trustees continue to try to hide from the members and avoid all scrutiny, there is only one way this can end. People will leave, as several founder members are already saying they will.

I don’t think you’re correct in your reasoning here from a legal standpoint, because of the likelihood of proxies that do not express an opinion on all matters, but I know you are wrong about what is in the best interests of the Trust from the standpoint of what will heal division and what will make it worse.