Lynton and Barnstaple - Operations and Development

I would expect a formal AGM to deal with business and that ought to be fairly short to leave lots of time for a Q and A session which is what people generally want. Sadly that convention seems to have been written off by a large number of boards in recent times. Do they have something to hide? Some certainly do. At least the L and B has yet to go down the pathway of the board selecting the candidates for Trustee and enshrining in the M and A that that is the only way to join the board. The Charity Commission has created (quite inadvertently) a terribly damaging situation at many places which have adopted their “best practice “.

 

There is nothing I can see to prevent the presentation of motions or resolutions at the AGM. It is, in my long experience, the standard practice in all organisations. Strangely, I can only find one reference to resolutions in the Articles (#13) and that only refers to the the voting procedure on a resolution. Obviously, 'though not covered by the Articles, there should be sufficient time for a proposed resolution to be circulated to members, and common sense would suggest that this should be the same time-frame as the notice of candidacy for a Trustee election.
Given the current situation it seems sensible to get a full review underway ASAP which should allow time for it to be concluded and presented to members in time for the November meeting, if not before.

 

You've still left a hyperlink to the email address, which can be used for spamming.

 

Surely a Members Forum should be held in March, about three months before the AGM. This would enable Trust Members to clearly formulate their ideas, make resolutions to be brought forward to the AGM and enable nominees for Trustee positions to spruik their wares. The November meeting appears poorly situated in the calendar.

 

It’s certainly good practice for companies to have an open Q and A session at an AGM but technically it is not part of the meeting which is confined to business and resolutions of which due notice has been given to members/shareholders. Some previous posts have suggested proposing a resolution at an AGM. That can only be done by members/ shareholders holding typically not less than 5% of the issued shares requiring the company to include a members’s resolution in the notice of meeting. Unlike the members’ preservation societies from which many heritage railway companies and incorporated charities evolved it is not possible to propose a resolution from the floor on the day. Even if it was obvious at the meeting
that there was overwhelming support for it the Chairman of the meeting would be duty bound to rule it out of order. The other limitations on members’ / shareholders’ ability to give directions to the board are that they cannot require the board to do anything illegal or that would be contrary to the Company’s articles. In the case of an incorporated charity its directors/ trustees would be bound to ignore a members’ vote if they concluded reasonably that complying with it would not be in the charity’s best interests.
Of course keeping members/ shareholders on side is important which is why the opportunity for them to express their views in a Q and A session should ideally be provided. A sensible board will be guided by a clear expression of member/ shareholder concern without the need for a vote.

 

By quoting it, so have you - you could still edit it out.

 

The reason why the members meeting takes place in November is that is the only time of the year that all the working members can get together and review what has happen during the past season.

May be you are right we should have more open meeting, but they will only happen if you make it happen.

 

Guys I have changes the address in my post but I can't change the address in the replies so those of you who reminded me about spamming can you also go back and change it in your replies as well thanks

 

You need to move quickly. The deadline is 35 days before the AGM.

 

Oops - now fixed. Thanks

 

I know that, like ikcdab, Lineisclear has good experience of such situations elsewhere

The problem that I see with the L&BRT at the moment is that the members/shareholders are (a) not being given all the facts and figures in a timely manner and (b) are not afforded the opportunity to give such 'clear expression' other than by the various forms of social media.

 

I'd be interested to know how the spammer can use the hyper linked address, if the @ is missing. Just curious.

 

so
8 April 2023?

 

From the way you formatted it, the underlying source code would read:

<a href=“mailto:address@example.com”>address at example.com</a>

It’s not rocket science to extract the valid email address from that code …

Tom

 

Perhaps we need to make clear that, whilst a resolution proposed from the floor at an AGM would not be accepted, a resolution of which due notice has been given to members would have to be tabled and duly discussed and voted on. The requirement for proposers to have a 5% shareholding (individually or cumulatively ?) is not relevant as the Trust is not a Company and therefore has no shares.

 

From the L&B website:

With over 3000 members worldwide the Lynton & Barnstaple Railway Trust (Registered Educational Charity No.1082564 and also Registered Company Limited by Guarantee No. 4040633) owns the railway and remains determined to reinstate a railway that was once (and will one day become again) the jewel in the crown of North Devon.

The L&BR Trust is the majority shareholder of the Lynton & Barnstaple Railway CIC - the subsidiary company responsible for running the railway on a day-to-day basis.

 

That very same email address has been available in plain sight on the L&B website for at least ten years, so I doubt its inclusion here will cause much more of a spamfest for Tony.

 

Not disputing you but if the Trust is a Company who holds the shares ? (Not including the CIC as that is a subsidiary with shares owned by the Trust.)
Or, to put it another way, if we accept that a proposer must hold at least 5% of the shares who would qualify ?

 

The issue given the nature of the discussions here is not that the board may be in danger of being directed to do something illegal or against the organisation’s purposes or best interests, but that the interpretations of those best interests and how they may be fulfilled may differ significantly, and in ways where none of those differing views are “wrong”. The options being recommended against by the board are ones that would be entirely legal and in pursuit of the organisation’s objectives, even if many would judge them sub-optimal.

That is a situation where the power of incumbency within what is in substance, if not form, a membership organisation can give excessive power to those in office. In circumstances where the chair is also a protagonist for one of those contested views, I find discussion of how a chair may use their powers to limit what may be discussed or voted upon concerning.

The focus needs to be on ensuring both that a full discussion is had, and that a clear resolution is achieved that can be well supported by the organisation at large.


Sent from my iPad using Tapatalk

 

Firstly, I can't find anything in the M&AoA which defines such a process or 'due notice'.

Secondly, with regard to the requirement for 21 'clear days' for issuing paperwork for the AGM, do not forget that the definition for 'clear notice' excludes the actual day of issue. Clause 67 defines that, for notices sent out by post, they are deemed to have been 'issued' 48 hours after actual posting. So in effect to give 'clear notice' of 21 days they would have to be posted 23 days beforehand, reducing the timescale still further to get anything onto the Agenda.

This may bring back some memories for ikcdab