Lynton and Barnstaple - Operations and Development

I am yet to receive my paperwork, and I know the instructions & protocols seem to change every year, but surely, anybody appointing a proxy can direct their proxy to vote 'as they see fit' on any ballots taken at the meeting where they have not indicated a vote, which would thus include any votes tabled at the meeting such as a vote of (no) confidence?

 

I don't think it works like that. Even where the proxy has left everything blank, that's still a conscious decision they've made on those agenda points. Even if you could though, I suspect it wouldn't work as the chair tends to hold most proxies and unless specifically instructed otherwise, it's pretty inevitable he or she would wield those proxies against in such a vote.

 

I do get the point about a no-confidence vote as things stand; however, I am referring to possible changes to the M&A after this AGM that may include a mechanism to be included so that the membership have a means to remove trustees (and directors) if they (the membership) think that they (the Trustees/Directors) are hindering the project.

As I understand it, there is nothing currently within the M&A's that can allow the membership to be able to do anything like this. Short of voting those Trustees out after a three-year period. By which time, the damage will have already been done. Of course, there needs to be checks and balances to every such system, which in turn needs to be given time to be thought about.

Flying Scotsman 123 is right when it comes to the current system, in that the chair holds all the proxies unless someone else has been nominated. The key is to work out a system that would allow a vote to take place, maybe based on first calling for said vote to take place, not longer than a month after the AGM.

I am sure that most members realise that it has become almost impossible for things to stay as they are any longer and that the trust's M&A's need to be reviewed to bring them up to date with current or new legislation that has been introduced, which also has a direct effect on the management of the project, since the last time they were reviewed back in 2011 I think it was.

One thing is for sure, when these M&A's where introduces, I don't think it was envisaged that we would reach the situation we have today.

 

Which situation? The one of two years ago where trustees were trying to cut out the members, or the one now where there's a change of wind?

I've not seen the papers yet, and will need to sit and read them before I can have a view. But be very wary of directly introducing mechanisms for people to be removed that go beyond the normal legal position - they are a nuclear option, and the potential for abuse needs to be considered.

Instead, I suggest focusing on how any proposed change may empower members to have and retain influence, and retain a sense of accountability to the membership

 

So are you saying that there is nothing concrete about any "possible" changes that "may" include stuff in the current paperwork for the 2026 AGM? If so, why bring it up now?

 

The one we had a couple of years ago, any change that is proposed can not be rushed

 

Right. So let's see what comes out and what it may mean, not assume we're where we were 2 years ago

 

As I see it, currently, there appears to be no way to have a vote of no confidence.

What I am suggesting is that since a review of the M&A's will take place after this AGM, it might not be a bad idea to have that provision included, subject to all the checks and balances also being put into place at the same time.

It may not even be possible or even wise to include it in the M&A's; however, it could be written up as part of the governance policy and procedure document, which will also need to include a provision to prevent it from being abused.

To my way of thinking, we appear to be racing ahead before we understand the basic methodology in use here.

The SWOT analysis in the Governance review document is a good start, but I feel that many of the weaknesses can be overcome by the creation of new polices and procedures and a better understanding of what Governance means.

If you have the time, take a look at this while you are drinking a cup of coffee
https://compasspartnership.co.uk/wp...2/One-Minute-Tips-on-Governance-e-version.pdf

 

As far as I can see no-one has yet answered these questions. I'm not a member of the Trust, so it doesn't affect me, but the procedure for picking four trustees from six candidates surely does need to be clarified.

 

I've just received my papers. Although listed as separate resolutions, the instructions state that only 4 votes should be made for candidates. These are tallied during the meeting, and the 4 with the highest number of "For" votes are elected as trustees. I am assuming that no account is made of "Against" or "Withheld" votes, although there is some validity in including the boxes, as they can be used to avoid the possibility of tampering. As for"Withheld" instead of "Abstain" - it seems an unnecessary change, as most people understand the principle of abstention, but I doubt it will cause any major difficulties.

Now to plough on through the rest of the bumph...

 

I think this is down to how the new Secretary sees things, since I would guess nothing has been written down in a policy, process or procedural document before now

I am not on anyone's payroll, but I think this could be useful:-

https://www.dsc.org.uk/publication/policy-and-procedures-templates/

 

I think there is a very simple structural solution, and frankly I'm surprised that you haven't already seen it. Put briefly, you create a Lynton & Barnstaple Project Trustee Oversight Advisory Panel (the L&BPTO-AP) which would have a board comprised 50% elected by lay members of all organisations within the L&B family; with 25% of the board co-opted by the L&B Trust and 25% by the Yeo Valley Trust (formerly EA). The L&BPTO-AP would, as is obvious from the name, be an advisory panel rather than a decision making one, but would do the day-to-day admin of monitoring Trustee performance across all L&B Family organisations, with remit to submit a quarterly report to the Lynton and Barnstaple Project Trustee Oversight Board (L&BPTOB).

The L&BPTOB (which would have members co-opted from the great and good of Exmoor, but including 2 Trustees drawn from Devon County Council, one each from the officer and member side) would in turn have the power to recommend to their stakeholders recommending that board members should be subject to a procedural vote on the question of whether the project still retains their confidence. That vote would be subject to a 2/3+1 supermajority, plus also requiring a simple majority from the members of each stakeholder membership body. Obviously, to avoid abuse of process, any board member subject to such vote could launch an appeal, which would be held by the Lynton and Barnstaple Project Trustee Oversight Board - Appeals Panel (confusingly also known as the L&BPTO-AP). To keep administration down, the L&BPTO-AP members would be co-opted from L&B family member organisations, on a one-organisation, one-vote basis.

In the case of a split decision by the Appeals Panel, the Bishop of Exeter would be called on to hear representations from all sides, or, in contentious cases, he may choose to refer the matter to Canterbury. Once all appeals had been exhausted, the board member - of whichever organisation - subject to such a process would then have a period of no more than 3 years to table a motion of resignation of their respective organisation, or to stand for re-election, essentially renewing their mandate from the membership.

That feels a very simple, and hopefully non-contentious, governance change which could be rapidly enabled and would ensure the Project would keep progressing with very clear governance and oversight arrangements and a route to rapid decision making where there is variance between board members.

Tom

 

Brilliant solution, why didn't we think of that sooner? Maybe now is the time to remove your firmly-placed tongue from your cheek!

 

Either you got AI to write that for you Tom, or you have too much time on your hands!

Sent from my PGT-N19 using Tapatalk

 

Have you been reading PFI documents again...?

 

Hi Tom,

You dropped these:

 

Too much time on my hands! (I try to shun AI).

Tom

 

Just for fun I asked AI what it thought of your proposal as a serious proposition. It wasn't having it, but tbf the response was quite good...

As satire, it’s excellent. As governance design, it’s a very accurate parody of a particular failure mode in heritage railways: creating ever more meta-structures to manage the problems created by the previous meta-structures.

A few things it captures remarkably well:

• Acronym proliferation and near-identical bodies with subtly different remits.
• “Advisory” groups that are nominally powerless but become de facto centres of influence.
• Complex appointment mechanisms intended to balance factions but which instead institutionalise them.
• Appeals processes that create delay and ambiguity rather than legitimacy.
• Layering oversight on top of oversight instead of clarifying who is actually accountable.
• The tendency to conflate “representation” with “effective governance”.
• Heritage railway constitutional drafting drifting into quasi-ecclesiastical constitutionalism (“refer to Canterbury”) rather than practical operational governance.

The funniest bit is probably this:

“the board member … would then have a period of no more than 3 years to table a motion of resignation”

That perfectly captures how some organisations manage to turn what should be a straightforward accountability mechanism into a multi-year constitutional pilgrimage.

Underneath the joke, though, there’s a serious truth about the L&B situation and similar railways: once you have multiple legacy entities with overlapping legitimacy claims — membership legitimacy, asset ownership legitimacy, fundraising legitimacy, planning legitimacy, operational legitimacy — governance becomes extraordinarily difficult unless you simplify.

The core structural problem at the L&B (from the outside at least) is not lack of oversight. It’s:

• fragmented ownership and authority;
• partially overlapping missions;
• unclear primacy;
• historic mistrust between factions/groups;
• and too many bodies with enough power to block, but not enough power to decisively lead.

Adding more supervisory tiers rarely fixes that. In practice, successful heritage railways usually drift toward one of three workable models:

1. Dominant charity + subsidiary trading company
   One clearly recognised “parent” body ultimately controls strategy, assets, and appointments.
2. Asset owner / operator split
   One body owns infrastructure and leases to an operator under formal agreements.
3. Confederation with a genuinely binding constitution
   Multiple organisations remain distinct but agree defined delegated powers and dispute mechanisms.

What generally does not work long-term is:

• parallel bodies with overlapping democratic mandates;
• “advisory” structures everyone knows are political;
• co-option systems designed around faction-balancing;
• or constitutional mechanisms so elaborate nobody can explain them to an ordinary member.

The other thing your proposal skewers very effectively is the heritage sector’s occasional obsession with process over delivery. A railway needing:

• an oversight board,
• an oversight advisory panel,
• an oversight appeals panel,
• stakeholder-majority voting thresholds,
• and episcopal arbitration

…before it can decide whether someone remains a trustee is probably not laying much track that month.

If one were seriously redesigning the L&B structure, the principles would probably be:

• fewer bodies;
• clearer ownership;
• one unambiguous strategic authority;
• transparency;
• defined reserved powers;
• independent non-executives;
• and very simple removal/accountability mechanisms.

The hardest part is never drafting the constitution. It’s persuading existing organisations to surrender ambiguity, historic prerogatives, and veto points. That is usually where these projects struggle.

 

Now try CofE governance and organisation structures...

 

I see from the AGM paperwork that the railway now has a 'Vision'. I wonder if it yet has a published strategy?

The Vision states that the railway "....is built and operated in line with modern practices". Personally I would prefer that it was built and operated in line with traditional practices, adjusted where necessary to comply with modern practices. Surely that would be a better way of ".....respecting its heritage and legacy" ?