Lynton and Barnstaple - Operations and Development

It will.

 

There should be (further information) when the Trust Accounts for the year ended 31 December 2023 are sent with the notice of the AGM and nominations for Trustees in about a fortnight's time. Examination of page 20 of last year's accounts (which details the Trust's investments) suggests they will disclose a combined figure for capital and reserves in LBBC (the Blackmoor Company). Interpreting what appears to be a slippage in printing, at 31.12.2022 this was £252,175, which is clearly the 100% (then) of shares held by the Trust: A shares of £50,000, and B shares of £203,000, less the loss in 2022 of £825 recorded in the last column made by the Company before it took over the running of the business. And before, it seems, shares were issued to outside shareholders, because the account says the Trust held 100% of them. So it should be possible to work out from the percentage given how many shares were owned by the Trust and other shareholders as totals at 31.12.2023 totalling £1.3m. It will also record the profit or loss made by the Blackmoor Company in 2023. As @Tobbes says it is not clear what time period the profit of £18,000 mentioned relates to or whether it is after payment of interest on the secured loan, or the Trust's loan, which the 'reduction in debt of £225,000' (the Trust's £250,000 less the first repayment ?) might suggest is the result of all or part of the Trust's loan having been converted to shares (but could relate to other loans). But if the Trust's loan to LBBC still existed last December it will appear within the Trust's debtors described as 'Amounts owed by group undertakings.' As @Snail368 says we ought to be partially enlightened shortly, let's hope completely.

 

Whilst being a Trustee I have refrained from commenting on social media, despite quite often wanting to post the correct account of the situation and what was really going on behind the scenes at the Trust.

But now that Anne Belsey and I have been forced out as Trustees, I feel compelled to comment.

I am very grateful to the significant number of those members who did support us, especially those who made the time and effort to come to EGM in person on Saturday and who saw in person how the Chairman and his cohorts behave. Because of your support the vote to defeat us was extremely close, and succeeded only because of the postal votes cast by the passive majority of members who still believed the false, vexatious and libellous accusations against us.

The illegal expulsions of Anne and myself represent a hollow victory for the Chairman and his cohorts, because the really important motion – their attempted power-grab by changing the Trust's governing documents to remove any influence by you the members – was resoundingly defeated.

Those who attended the EGM in Lynton Town Hall were also able to see Mr Miles, the Chairman, in his true colours: somebody who was prepared to ignore proper procedures and those members who dared to raise points and questions, and more importantly who was prepared to lie to the assembled membership – a lie that was quickly exposed by those present who knew that what he said was demonstrably untrue. He also had no answer to many questions, especially why this unnecessary EGM had been called in the first place (at a cost to you the membership of over £4000, equivalent to nearly 40 new sleepers for the extension), when the AGM at which these same points could be raised, and when I would have been up for re-election as a Trustee in any case, was only six weeks away.

I would like to thank Mike Whiteaker for chairing the EGM for Motions 1 & 2 once Mr Miles, having finally realised that the mood in the room was against him, had reluctantly stepped aside. Mike's professional manner demonstrated to the meeting how a proper chairman should behave and how a meeting should be conducted.

I have decided not to stand at the AGM, and will step back from front line L&B for a period to enable me to recover from a forthcoming major operation and also to move from our Derbyshire farm that has been our home for 40 years.

I know that there are some very good candidates being put forward as Trustees at the forthcoming AGM, and I would urge you to vote for them rather than for any candidate who supports the continuation of the status quo that is getting the L&B nowhere fast.

I have been asked by several members for a copy of the statement that I read out at the EGM, so I will leave you with a copy of that statement.

Chris Duffell

The railway is bigger than all of us and the railway is the reason why we are all here.

As Trustees we have to remember who we are and why we are here.

We are not here because we own the railway.

We are Trustees because you the membership elected us.

We are here to represent you the membership.

We are here to ensure that that the charity remains true to it Charitable objects.

We must understand and operate the charity within it governing document.

We are here to ensure that the trust abides by both Charity and Company Law.

We are not here to promote our own self interests.

We are here to act in an even-handed way without fear or favour.

As Trustees we are expected to ensure that the 6 main duties of a trustee are upheld:-

a) Public benefit

b) Adhere to the law

c) Act in charities best interest

d) Ensure accountability

e) Manage resources properly

As a Trustee we must act with care and skill.

We must try to find consensus and not be divisive.

We must be open and inclusive.

I have tried to adhere to the above, but it has been extremely difficult when it was made clear from before I was elected, that I was not wanted on the Trust board.

The culture of the current board is anything but open and inclusive. It is run by a chairman who has been in post for over 17 years and considers the railway his own to run as he wishes

The real “Peters Railway”

It is a trust where the main issues are decided in a small group behind closed doors. Issues that are not recorded or even brought to the board.

It is a trust where Trustees are more intent on consolidating their own positions rather than acting for the good of the trust.

It is a trust that is quite prepared to squander money to support their aims.

It is a trust that is prepared to act illegally.

It is a trust that classes as troublesome anybody who dares to question the board’s actions or motives.

It is a trust that tries to suppress all opposition.

That I was not prepared to slavishly support their actions has been a shock to their cosy existence

I was elected by you the members to represent yours and the railway’s best interest. This has meant that I have been unable to support some of the things being proposed.

I have fought and will continue to fight to safeguard the truth, rights and future of this Trust and its membership and will not be subjugated by a group of self-cantered trustees whose only vision is their preservation and personal prestige and who are quite prepared to act illegally to achieve it.

In doing so I have uncovered many areas of poor governance, poor management, profligate waste and financial miss- management.

However, in true Thomas A’Becket style, the result of my challenge is this vexatious, libellous and costly EGM resolution to ask you the members to do their dirty work for them by voting to remove me as a Trustee.

I find this very rich and just typical of the trust as it currently exists, that you, the very people who voted for me to be a trustee are now being asked to remove me for doing the very things that I was elected by you to do

I am accused of many things in this resolution, most are hearsay and none are presented with any substantive evidence. It appears that I have:-

a) Not accepted the Trust’s role in the SMS which was illegal.

b) Argued against the acquisition of the old station House Inn. Not true I support the purchase but not the financial shenanigans that were going on.

c) Voted against the construction of the Rowley Moor farm access road, because it was not a priority and a knee jerk reaction to the failure of the S 73 application and loss of planning permissions.

d) Abstained from the proposal for Option C. because it was muddled and ill thought out.

e) And worst of all I have caused the HEDGEGATE scandal where it appears you should never let the truth get in the way of a good story

The main issue seems to be that I did not support them as they wanted me to do.

I can counter all those accusations, but I am not going to waste your time, but if you have any questions or concerns about them, I will take them at the end.

I may have made mistakes along the way but we are all human and all I can do is apologise for them, but they were made with the best intentions in mind and for the good of the railway and the trust and not for my own self - gratification.

So, if you are happy for the trust to continue to be unaccountable and that any troublesome Trustees should be removed, then feel free to support their resolution to remove me.

But if you value your railway and wish to see it extended in your lifetime then I ask that you reject the resolution. The sooner we can act as an integrated Trust where everybody is valued and involved then the sooner this railway will extend.

Thank you
Chris Duffell

 

You're right, @Snail368 , it's the best I can do with the available information. But if the Trustees wanted to be open and inclusive, they could answer the four questions I posed now.

Here they are again:

(i) how many B shares does the Trust now own?
(ii) when did they purchase them?
(iii) how much does LBBC currently owe the Trust?
(iv) if the loan (or a substantial proportion of it) was converted into B shares, when was this approved by the Trustees?

 

Are there any Notes about the meeting - in advance of any Sir Humphrey Minutes?

 

I have yet to write up my 12 pages of semi-verbatim notes. The comments so far are a fair representation of the tone of the discussion.

 

We know now that there will be FOUR vacancies for Trustees at the forthcoming AGM. I look forward to a situation where as many as possible of those vacancies, even if not all four, are filled by people with the same ideas for 'fresh thinking' and 'cooperative ways of working' for taking the railway forward and as fast and far away from the 'bad old days' as possible.

One possible 'benefit' from the recent unpleasantness is that it renders it much more unlikely now that the remnants of the 'six' would be able to try and use the same old arguments about 'disruptive' Trustees etc to try and remove some or all of those new Trustees as well. If they were to try and claim that similar sorts of problems are starting again with the new Board, members might finally start to notice that the common factor in both cases is not the 'new' Trustees at all...

 

I share that hope. If I may, I suggest that hoping that new trustees share "the same ideas" is not what we need - it is that all of the trustees are committed to rigorous consideration of options in the interests of the Trust as a whole.

 

I had already thought this with the last ballot- that one "disruptive trustee" was unfortunate, but to have 2 at the same time would be seen as very suspect.

 

Exactly - careful reading of the statements provided by candidates for election as trustees should tell us what they hope to achieve if elected.

 

Something interesting about nominee's statements is that I've heard they have been reduced in length from 350 words down to 150 words, when Chris put in his nomination 3 years ago his statement that was sent out in the second mailing was significantly reduced in size from what accompanied his application, some important parts of his resume having been omitted which caused the voting paperwork to be reissued for a third time containing his full statement, when pressed at the AGM the Chairman eventually admitted that 'he' had reduced Chris's statement to 'bring it down to a similar size' as the other trustee's standing for re-election so in effect 'controlling' what the members could see before casting their votes. If there has been a reduction in words for statements i wonder if new nominee's will be able to fully put their background experience to the members to show that they may be more suitable than those re-standing. The Chairmans 'interference' and the secretary's 'jumping the gun' actions of that years voting papers cost the trust £6k for no real reason

 

Careful reading, combined in the case of anyone standing for re-election with close observation of their past record as a trustee.

So, for example, if Charles Summers stands, not focusing even mainly on his work with the carriages (for which his BEM is well earned), but considering his performance as part of a wider board.


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I think it is a mistake to always look at existing trustees and any perceived individual performance.

Many trusts have trustees who are say from a local council, or company, and they are not always there to "perform" individually, it's what is accomplished by the trust as a whole, a collective and the balance they bring to decision making.

You may have a trustee who doesn't appear to do much and is mostly quiet to the outside, but in meetings he is the little voice that may put an alternative view into the mix or may point out a pit fall which needs considering before a decision is finally made. That voice balances the risks of any decision and ensures the board doesn't become risk adverse or taking too higher risk.

I know for a fact Charles has disagreed with the board in the past, but once the decision has been made and that's the policy as indicated by the vote he then stands by it as any board member should do.

It appears to me many are looking for superhuman individuals to make immediate changes as individuals and not looking for the complimentary attributes of candidates which may help the Trust as a collective in the future.

As the board has a duty to the charity aims and public interest, so too does the voting member as indicated by the CC. In looking to make wide sweeping changes to a board by voting in a trustee who may not be willing to work with, or engage in a proper manner, could be seen as not in the interests of the charity as it causes conflict in the trust and hence slows down or prevents it making decisions and progress in its usual business.

As it is now, we have 2 civil engineers on the board, John B and Mike W, we don't need any more. We could do with someone who understands a bit of psychology, to promote a better relationship with locals, other groups and so on. We could do with someone who perhaps understands the technical side of electronic communications etc and modern marketing. These would in my view compliment the trust. After all these are one of the two main areas people have complained about.

I do understand the sentiment of getting more track down ASAP, but with our responsibility to also look after what we already have and a responsibility now of running a major tourist attraction in North Devon, any board must not be made to be a board which is focused on "track down at any cost" or a board with continual internal conflict and becomes devoid of those needed to look after what we already have.

Essentially it's a tightrope walk, finding the balance in trustees to continue making the railway bigger, but also making sure we extend that progress in being a huge public attraction and educational venue.

 

>>>As the board has a duty to the charity aims and public interest, so too does the voting member as indicated by the CC. In looking to make wide sweeping changes to a board by voting in a trustee who may not be willing to work with, or engage in a proper manner, could be seen as not in the interests of the charity as it causes conflict in the trust and hence slows down or prevents it making decisions and progress in its usual business.

I would not disagree with that sentiment, but I see no sign yet that anyone wants to do that. With respect, surely what you have indicated (in my highlight) is exactly what some of the existing (and still remaining) Trustees engaged in doing with Anne and Chris D? IMHO it is they who need to rethink their position and change their approach before new Trustees are elected at the AGM.

What I - and I think at least some others - want to see after the next AGM are new Trustees who will bring to the Board a fresh way of thinking as to the short and long term future of the railway. But also they must stand firm and fight any continued attempt to ignore governance, fudge financial costs, tell the membership as little as possible, and basically try to run the railway as some form of private club.

 

I'm sorry, my post is about selecting any new or restanding trustees in general, not about the existing board or what's gone past.

 

@DaveE - all of 'the six' voted to force through a totally unnecessary AGM costing the Trust alone several thousand pounds in order to effect a power grab. Fortunately the Members decisively rejected this.

If any of 'the six' disagreed with the power grab, then they would have voted against.

None did.

Therefore in deciding whether to vote for any of the incumbents seeking re-election, I will consider the totality of the actions that they have supported as Trustees, as well as the length of their tenure when the CC best practice is a limit of three three year terms.

 

I have repeated over and over, there is no legal limit in trustee tenure and the CC quite clearly state that.

Obviously you are entitled to vote how you wish, but my main point was that there is an expected code of conduct and duty by members, as well as trustees and officers.

Trustee length of service

Your charity’s governing document may say how long trustee appointments should last, and whether trustees can be reappointed after their term ends. Otherwise there are no set limits.

https://www.gov.uk/guidance/trustee-board-people-and-skills

 

There may indeed be no legal limit, but when there is a 'best practice' then ought it not to be followed unless there are significant extenuating circumstances in which to make an exception?

As far as the current Board is concerned, I fail to see anything in their performance over the last few years to give good cause for an exception, whereas there has been much to the contrary IMHO that would suggest that at least some of them have been there far too long already....

 

Hi Dave I agree that the board does needs refreshing but there are ways to do this that does not create all the hassle we have just been through, everyone runs out of ideas over time and you can only run around like a hammy on a wheel so many times, before you fall off.

I also understand that not everyone what to be a Trustee or a Director. Most members what to enjoy themselves when visiting the railway, different strokes for different folks.

When you compare the L&BR to other railway heritage groups you have to ask yourself why does Railway A appear to get from A to B in say five years. Yet the L&BR after forty odd years has only one mile of railway? Given all the local issues we have, it cant be beyond the wit for those in charge to see they need help in overcoming these problems or simply their way of doing things is not working.

While we may disagree about what has been going on over the past few years it still does not get a sleeper on the ground and a railway built.

For what it is worth I thing the time has come to set up a railway construction company to build this railway under contract. This new company can then work for both the Trust and CIC as well as EA and YVT, it will mean that all the reconstruction can be done to the same standard and it will then be down to all the above to raise the money to pay for it all to be done.

If anyone is not genuine about making this happen then they should leave now.

 

But never-the-less refuses funding offered for roof lamps on Coach No 9.