Lynton and Barnstaple - Operations and Development

I have no idea what this said before it was deleted, but I do really like the idea of deletion for clarity. It should be used much more often (not merely on this forum).

 

I thank and praise @Lineisclear for his continued involvement on here despite the amount of disagreement with his views; but I am struggling to reconcile those particular two statements.
Edited for clarity (I hope).

 

I think the point is that the second statement follows on from the first: in a show-of-hands vote, each person in the room only has one vote and, therefore, the system breaks down if there are people in the room acting as proxies for multiple non-present people. At which point, if those holding proxies feel their proxy votes may swing things, you have to have a poll, i.e. an actual count of all the votes cast (in person and by proxy).

Tom

 

I always feel that when threads on this forum start studying the minutiae of AGM processes and the like, something has gone badly wrong. The L&B is not the only example - see the Teifi Valley thread, sporadically, or for many years the WSR thread.

That's not to say that governance isn't important - far from it - but rather to note that in a well-run society, it is a hygiene factor: something that only becomes a problem when it goes wrong, or is perceived to be going wrong. When things are going smoothly, things should just tick along without too much thought from ordinary members about how precisely that is achieved.

That is also not an excuse to remove scrutiny from directors - again, far from it. But an effective director will not only always work in the best interests of their organisation, but will also make it beyond reproach that that is how they are acting.

Tom

 

I agree. And it is noticeable in all three instances cited (and I can think of a couple of others) that the questions of governance have gone hand in hand with questions of power, where the impression has been that those with the power have been reluctant to accept that their way may not be the only, or even the best, way to proceed.

If I may broaden the point slightly, to where @Lineisclear and I have sparred a number of times, it is then also not just about being seen to be whiter than white, but also about how boards choose to engage with their internal stakeholders. When the discussion goes into the minutiae of what may or may not be done or, God help us, the business of Trustee duty and the role of member resolutions, it feels as if we're moving away from the basics of "here are a bunch of people who support the railway so how do we harness their energies" into something much less positive.

 

I had read @Lineisclear's first quote as expressing what does happen rather than what can happen only where the proxy has no conflicting votes.
Anyway I hope we all have a similar understanding of what should happen, and similar concerns about any possibility that it might not happen.

 

Perhaps one answer here is to ensure that at the AGM at least two members exercise their right under Clause 13(2) of the M&AoA to demand a poll before each vote is held. At last then the same method of counting will apply for each Motion.

 

Thanks Tom. Precisely! Waving the same hand for multiple proxies isn't going to work!

 

“All those in favor please wave your hands”



Tom

 

In fairness, given the papers issued, I think the conduct of a poll for each motion can be taken as read.

 

I very much agree with that sentiment which is why it's a great idea to have a Q &A / discussion session after the formal business of the meeting. It's essential to harness members' energies and enthusiasm whilst not compromising the trustees duty to ensure that they run the charity for public benefit and not primarily in the interests of its members or their priorities.

 

Sadly, as far as the L&BR and its meetings are concerned, I would take nothing 'as read' even after it's happened

 

I’m afraid our agreement is less than might be assumed. The last sentence, and especially the highlighted part, is where I think we have a fundamental disagreement. Trustees duty to act in the best interests of the charity should not be in the foreground in this way, and members should be presumed willing and able to accept that the charity is not a member’s club but subject to public duty. Their active involvement in not just formalities like elections of officers, but also policy, should then be embraced rather than feared and constrained.

There are good legal reasons for the Q&A to be unable to drive formal decisions, and some good practical ones, but constraining the role of members is emphatically not one of them.

 

There is more agreement than you assume! Making sure the members are broadly supportive of policy and the trustees' decisions is imperative. However, that is not the same as members expecting to direct a charity's policy or making decisions that might prioritise their interests

 

The quid pro quo is that members are entitled to seek that their Trustees do not lead the charity astray from its charitable aims. The alternative is to walk away.

In addition to their legal obligations Trustees of a voluntary organisation also need to keep in mind that, without members & volunteers, there will soon be no charity.

Therefore - the charity’s aims, policies & leadership need to align both with charity-law and the members’ interests.

 

That neatly identifies the core issue! "Leading the charity astray" might be interpreted as taking it in a direction that members don't approve of. The test of whether it's being led astray is ultimately adherence to its public benefit purposes. The risk that members and volunteers might walk away if they're unhappy is real but that can never justify departure from the absolute duty to prioritise the charitable purposes.

 

Hmmm, I don't think we are in that much agreement.

Your framing presumes that trustees have made not just correct, but optimal, decisions, and that therefore the only task is to align the organisation's supporters around those decisions.

The reality is that, within the parameters of charity law and an organisation's charitable objects, there may be a number of possible approaches. An approach to governance that puts a presumption against member led initiatives is, intentionally or not, one that puts barriers in the way of precisely the sort of engagement you state to be imperative.

At the L&B, we saw the fullest expression of that approach in the proposed change to the Articles last year. As the debate in this thread shows, there are a range of views and complex choices to be made - many of which probably aren't even visible yet. Reasonable people may disagree on these matters. Within a membership organisation, assigning trustees not just formal accountability for the direction of the charity, but outright control of how that discussion can even be conducted, is not conducive to good strategy formation, and actively inimical to achieving the sort of support that we both consider imperative.

My experience is that approaches based on actively including members, drawing them in, and debating contentious points is consistently much more successful than top down "them's the rules" approaches. Comparisons are odious, but my experience of L&BRT/CIC AGMs and EA/YVT AGMs are like chalk and cheese. The former are tightly circumscribed, narrowly formal; the latter expansive in approach and highly communicative - and governance gets very little airtime because trust is widely shared. The formal business is very similar, and likewise easily disposed of.

 

You frame the ultimate position as if it is the core concern. In a membership organisation, if the membership don't consider that the charity is following the (sometimes unwritten) core purposes, it is at grave risk of being unable to deliver it's statutory purposes. There are many, many, steps short of this.

 

The underlying assumption that trustees know what is in the best interest of the organisation is the problem. Unless they are willing to listen to stakeholders and be seen to do so it is impossible to build any trust that they are informed sufficiently. Unless communication is comprehensive how can anyone judge actions and intentions?

It is manifestly the case that trustees do not always manage to work in the best interest of the organisation, even when their intent is to do so. It is I would argue, the duty of members, where there are some, to hold them to account.

We’ve had this discussion before, but I continue to hold the view that where trustees find themselves at odds with the majority of their membership it is for one of two reasons: they haven’t explained themselves well enough; or, in fact they are not acting in the best interest of the organisation.

Trustees are not infallible.

 

You are making two false assumptions there: firstly that there is some absolutely objective single way to deliver the public benefit, and secondly that only the trustees have the ability to see clearly what that is.

In many cases there might be multiple approaches - even diametrically opposed ones - that could both be argued to deliver public benefit. To take a concrete example, consider the purchase of OSHI.

On the one hand, you have a significant piece of L&B infrastructure. The opportunity to purchase it may come round very rarely, but for a charity whose mission is to recreate the L&BR (which is seen as a public good - otherwise the charity wouldn’t exist) then acquiring the station building clearly advances the purposes of the charity and therefore is a public benefit.

On the other hand, for a small charity it is a significantly large amount of money with an ongoing revenue burden to support, and therefore buying it potentially risks the long-term ability of the charity to survive, or at least thrive. Taking that view point, not proceeding with the purchase could also be seen as providing a public benefit if it left the charity in a more robust financial health to pursue other objectives.

So two courses of action: to buy or not to buy? You can make a strong argument for both courses of action that they provide public benefit, just in different ways. But it shows the fallacy in your thinking that there is invariably a course of action to deliver public benefit that is always explicitly clear.

Which then comes to the second point: there is nothing that makes a trustee uniquely wise in coming to such decisions. The only thing that distinguishes a trustee from a normal member is that they have accepted the accountability that comes with office. That is to be applauded, but it doesn’t make them uniquely able to make such complex decisions. A trustee is not like some ancient seer, with a mystical ability to see truth where others only see vapours. At which point, the wise trustee would listen carefully to a wide range of views before coming to a decision, and the most readily available and engaged set of views will come from the membership.

Tom