Lynton and Barnstaple - Operations and Development

As you would expect I agree.

Despite your confident assertions that refusal to put the motion to dismiss the chairman on the AGM agenda would be a breach of the law I don't share that view. As you noted its correct interpretation may well involve the parties taking legal advice which, if they are expected to follow the law of the land as it is rather than as they think it should be, is probably unavoidable.

For the notice served to be effective the motion has to be on the AGM agenda. Is there a legal right for any member to require that a duly proposed and seconded motion is placed on the agenda? My understanding is that the strict answer is No where the meeting is being called by the directors. However, I very much share 35B's views in his most recent thoughtful post that concentrating on the need for members and volunteers in particular to feel their interests and concerns are being taken seriously should take precedence over rigid adherence to the law. So it would be sensible to allow motions to be added but it is by choice of the directors in the interests of open and inclusive governance rather than as a result of the exercise of any rights.
Paradoxically the more those behind the motion bang on about the law and demand that the motion is tabled the more likely it seems to me that that the response will be refusal. We'll see whose interpretation of the law is correct but if mine is right then the strident campaign to olust the chairman may prove to be a tactical error.

What options are open to members to insist that such motions are put before a General Meeting? The answer is the section 303 procedure if they can achieve the 5% of members threshold and in some cases pay the cost of the meeting in advance. Does that mean the law is weighted in favour of the incumbent directors? Absolutely!........ but that is apparently the law that should be followed?

Personally put me in 35B's camp of allowing sensible and constructive member resolutions at an AGM even if there is no legal requirement to do so.[/QUOTE]
Thank you for the compliment. If I may, please may I suggest that the reason you aren't associated with the camp I suggest is that the way you frame your interpretation of law is almost entirely weighted wholly towards the powers of incumbents.

As for resolutions, this ordinary member is struggling to understand how it can ever be justified to impose limits on a certain type of resolution based on who they are. If nothing else, the duties of boards and company secretaries to balance their responsibilities to different stakeholders appear to undermine the legitimacy of their actions. That's without getting into the finer details of what directors must do versus what they can do.

 

Looks like the quoting has got knackered in the above couple of posts…

 

Thank you for the compliment. If I may, please may I suggest that the reason you aren't associated with the camp I suggest is that the way you frame your interpretation of law is almost entirely weighted wholly towards the powers of incumbents.

As for resolutions, this ordinary member is struggling to understand how it can ever be justified to impose limits on a certain type of resolution based on who they are. If nothing else, the duties of boards and company secretaries to balance their responsibilities to different stakeholders appear to undermine the legitimacy of their actions. That's without getting into the finer details of what directors must do versus what they can do.[/QUOTE]

Well, if my assessment of the legal situation comes across as favouring the incumbents that's because the law does just that! If The problem inherent in using companies or incorporated charities for member centric heritage railways is that their members often believe that such organisations should be more democratic than company law provides for.....hence my support for what I believe is your view that boards should take that into account and avoid sticking rigidly to the letter of the law where they have discretion not to do so.

 

If you go back to post #13103 and edit it, to remove all the text from "as you would expect I agree." to "no legal requirement to do so.", including the {/quote} bit after that last sentence, you'll fix this chain.

As it is it's quoting the wrong post and attributing it to the wrong person.

Simon

 

I think that would fix the original post but not the follow-on re-quoting. Those posts will need the same fix applied by their respective authors.

Tom

 

Well, if my assessment of the legal situation comes across as favouring the incumbents that's because the law does just that! If The problem inherent in using companies or incorporated charities for member centric heritage railways is that their members often believe that such organisations should be more democratic than company law provides for.....hence my support for what I believe is your view that boards should take that into account and avoid sticking rigidly to the letter of the law where they have discretion not to do so.[/QUOTE]

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As a non-lawyer, I would hope that any Board would embrace the underlying and fundamental principles of good faith and fair dealing, which might speedily resolve some, if not all, of this debate? Or am I missing something once more?

 

I sense the difference between a lawyer and a non-lawyer - as a non-lawyer, I expect more than that they will "avoid sticking rigidly to the letter of the law".

This is, for me, about the spirit in which governance is exercised. That means seeking to actively include supporters within governance processes, and looking for how those energies can be harnessed rather than putting constraints in the way.

 

Even if this is true (and I await my own advice on this), the point @Lineisclear is that the record shows that the motions to remove Anne Belsey and Chris Duffell were not official Trust motions - they were proposed by ordinary members who happened to be Trustees after the Board Meeting on 10 February.

The distinction here is critical.

The starting point must be that all ordinary members have equal rights as ordinary members.

So, if you're right, and ordinary members do not have the right to add motions to a Board sponsored meeting, then the motions against Anne Belsey and Chris Duffell are null and void, and they remain Trustees.

If I'm right, and ordinary members do have the right to add motions to a Board sponsored meeting, then the motions against Anne Belsey and Chris Duffell are valid, and they are no longer Trustees.

However, if this is the case, then Chris Lane's motion to remove Mr Miles must also be valid - and therefore should appear on the AGM Agenda.

I'm glad that we all agree on this.

 

I think all of the warring over whose right and whose wrong needs to stop now, we have an election coming up, four vacancies and a variety of candidates. They need space and the membership needs space to be able to go through this election without distractions.

I have already a couple on my radar as possibilities.

 

Always happy ,as the song says, to accentuate the positive!

 

@DaveE - so tell Mr Summers to tell Mr Miles to put Chris Lane's motion on the Agenda.

And yes, and excellent crop of candidates - great to see.

 

Sadly good faith and fair dealing are not in the current incumbents dictionary, quite simply the more they ignore the members or treat them with contempt then more members will just walk away until its all just a dead duck, had the changes to the articles succeeded I know of at least 6 volunteers that were ready to chuck it all in and many members who have already stepped back from the railway because of the EGM alone

 

No I won't, it's not my place to, that's for any legal people involved to advise what to do.

My focus is on the election now and it's making for an interesting time.

 

As @Lineisclear has sensibly set out above, @DaveE this can be solved by doing the right thing even without agreeing on the legal basis. What can't be the case is that there is one rule for some members and another for others.

 

It is essential to see that motion on the papers in a few days time, because Charles Summers might well get re-elected as a result of his work organising the carriage building team, and then the majority of six will still be a majority of five on the Board, and things will carry on as they have been doing for a considerable while longer. Dare I suggest it, if the motion to dismiss the Chairman is not on the agenda, what do people think about crowd funding legal advice, even if that cannot have any effect before the AGM ? Or is that over-egging the pudding ?

 

I personally think even with even three new trustees there will be a whole new dynamic to the trust. Some of the candidates have some good CVs, and I don't detect hardly any "I" disease.

I'm erring towards Rob for project management,(and I know him).

Giles, due to his experience in transport and logistics and also very handy is he very often at Woody Bay on the footplate and has his ear to the ground so to speak with visitors.

Simon...might be good for strategy and marketing, Colin has indicated Simon is on here, I'm sorry but I don't know which one of you it is.

Charles is as far as I know standing for the last time, he is a link back to the original few who started all this off many many years ago now. Often helps out financially for projects the trust are trying to get going or finish, and is a huge promoter of the railway on the quiet outside Woody Bay. A long standing ambassador who nearly always speaks with the voice of the Trust and will promote whatever they have decided on to death.

Jose I'm not sure of at the moment and the other I don't know anything about at all for now.

There is an opportunity here to have a good balance of skills needed to go forward (I always thought having three civil engineers was top heavy on that skill) and I think there could be some surprises in store once they can get to work.

As I've said above, I think we need to let this process and election work itself through and try to now to draw a line under the animosity and focus on that election.

That's my view for what it's worth anyway.

 

I'm already concerned about how to evaluate Trustee candidates' CVs... How can I judge from afar? I need some inside whispers. Isn't that the way it has always been done??

 

To be honest, apart from Charles and Rob, I am doing the same as you as I don't really know the candidates and so going by CVs only and trying to think of what might be best for the board skills wise. The above is only my view at the moment and it may change.

 

I think 4 so far have posted on relevant FB pages lengthy resume's, Exmoor Associates is inviting all nominee's to write a 500 word summary which will be sent to its shareholders, if some of you are struggling now, imagine how the general membership will feel when most of them will be presented with a summary containing only 150 words as deemed sufficient enough by the existing board, this project has completely stagnated, in my opinion because the current trustee's have reached the limits of their skills or abilities or even their inability to search out those with such skills within the membership to create working groups, we need fresh minds with the skills and enthusiasm to kick start this project and get it moving again, we need people who can cover a wider range of skills from fundraising, planning, TWAO and also to look after the heritage side, to collect, catalogue and manage all the archives and historical items within the trusts ownership so that they can be made available to the members, education is the basis of this trust as @Lineisclear has pointed out so many times, the new skill set has to be broad ranging , people must get it into their heads that the running of the railway itself is the responsibility of the CIC, the Trust has more far reaching responsibilities

 

You have to take into consideration, that what you are dealing with is a body of people who have run out of ideas, and time, the only thing they have left is the power being a trustee brings, and the very least has to be a statement from the board as it is now, and signed by them, that they will work with whoever is elected at the AGM, because if the present trustees retain an majority over the newly elected members, I am expecting more of the same, As regards the motion to dismiss the chairman, Personally speaking you need to ensure that everything was done to the letter of the rules, and get legal advice and representation at the AGM, because you can be sure that every trick in the book will be deployed to ensure they keep the only thing left, Power,
Isn't someone on the EA a solicitor ? I think you might have to get the AGM, stuck down as not being correctly called, and void, then ask for members to chip in towards an EGM, where the motion is for the old trustees to be charged with bringing the trust into disrepute, and sacked, then co opt those who were standing, and others , to make it legal, and run the trust until an AGM can then be called, the first motion, to be that the conduct of the former trustees be looked into, and they be bared from ever standing again, should the charges be found to be true.