Lynton and Barnstaple - Operations and Development

The potential problem there is, what happens when Joe Bloggs (well qualified for the position) applies and his application appears for pre-selection before the existing trustees (quite likely to have been working together for many years and possibly friends outside the railway).

Someone on the board decides that Joe is a threat to their post which they want to retain or they have a personal dislike of Joe, so they talk him down so that his application is dismissed. And yes, it does happen.

Possible solutions to these issues could be an independent external chair of the pre-selection committee, secret voting at the committee and fixed terms for trustees with a set gap before standing again. These all might create other difficulties but there needs to be a system that allows for a periodic refresh and that power cannot be abused as has been suggested has been the case for 2 years.

Perhaps a number of members could form a group to research other railways structures and propose a reform at the next agm. It might also be a good opportunity to consolidate the multiple L&B companies into a much simpler structure.

 

Thanks for the correction, Andy.

 

@Lineisclear - as I understand it, ORR RM3 is a risk management tool for running a railway, rather than running a Trust which operates a railway through a subsidiary operating company, where the skills and insights required of Board members are quite different.

What this highlights is that different elements of the structure need different skills, and that there need to be internal checks and balances to provide an accountability framework, rather than one-size-fits-all for all elements of the structure.

In the L&BRT's case, this could mean more clear delination of organisational roles and responsibilities, e.g.:

L&BR Trust: Overall strategy, ownership of the assets to protect them, fundraising, extension planning. Enough expertise to hold the other - operationally independent - elements of the L&BR group to account.

L&B CIC: Operation company for the railway, and in this case, the place where ORR RM3 compliance should sit.

L&B Heritage Coaches: building and maintaining the award winning coaches.

You could have others - e.g, a locomotive service provision company built on the 762 Club - as well the LBBC Plc which owns the Old Station House Inn, in which I understand the L&BRT has the controlling A shares, but does not have economic control of the business as a business.

But the key to this is accountabilty and the operational independence to empower people to do their jobs. Instead, we have the same cast of characters dominating all of the different entities, at best diluting accountabilty, and at worst making governance effectively meaningless.

As a model 'Le etat, c'est moi' demonstrated its limitations in 18th Century France - it's hard to see why it would work better for the L&B today.

 

As @Lineisclear observes, I'm very much opposed to that as an approach.

Firstly, it presumes that there is a surfeit of potential directors or trustees - there may at times be no one willing to stand up (@aldfort has commented on this many times with reference to WSRA).

Second, while the theory has many strengths, but I believe the practice liable contains fundamental flaws, summed up in the old Latin tag of Quis custodiet ipsos custodes? It gives tremendous power to an incumbent board to block "unwelcome" candidates as "unsuitable", with members having minimal ability to hold that decision to account. @ghost suggests fixes; they all have merits but the fundamental flaw of relying on the willingness of those with power to cede that power - an "independent" chair may, for example, be selected who would naturally align with the dominant consensus.

Third, by applying an approach designed for Health & Safety to the strategic leadership of an organisation, and requiring leaders to be linked to that approach, you impose a particular straitjacket on potential leaders who would be perfectly capable of developing into a role. I sit on a PCC and, as such, I am required to undergo safeguarding training. There is no suggestion that I need to do that before joining PCC, merely that as a PCC member who might in certain circumstances need to be involved in a safeguarding issue, I need the awareness to deal with it.

Those are the generalities.

Now for the specifics as they relate to the L&B. I've just opened ORR's initial guidance document on RM3 for Heritage Railways (https://www.orr.gov.uk/sites/default/files/2021-04/rm3-for-heritage-sector_3.pdf). It is very clear that it is about H&S, and that it then requires boards to implement and develop good safety management systems. Most of the document, however, is taken up with key criteria for self-assessment in this area. Scanning through the modules, and applying them to management, I was struck by how advice on H&S has wider impact. Taking one item - module SP3 "Board Governance", I was struck by the gulf between the definitions of "Excellent", and "Ad Hoc" (the lowest level):

I am uncomfortable, based on recent events, about how L&B governance would fare if audited against these standards.

Meanwhile, I see no evidence of discussion of RM3 informing how the board of the Trust ought to be selected, or of any objective criteria governing the use of co-option powers. If member election in the form of a "popularity contest" is a poor way to select leaders (a proposition with which I strongly disagree, as it makes some very unfair assumptions about society members), then surely depriving members of any direct say and allowing a board initially elected on that basis to then be wholly self-perpetuating is many times worse?

 

Game, set and match, @35B .

To argue the contrary at the L&B in its current state, @Lineisclear would be to suggest that Mr Miles and his friends have insufficient power - which is odd, given that they already fill all of the most important roles.

 

cancelled

 

Or for another railway a little distance to the east.

 

Elections....

For those not on Exmoor.NG, Chris Duffell has posted this on the 2023 Trustee Election.

____________________________

I asked the Chairman to let members know a firm date for holding the delayed Trustee elections by posting the details on the website and Facebook. I indicated that I would post the details below if it was not done.
As no such notice has appeared the notes below will give you the reasons for the prevarication

2023 Trustee Election
With it now being a month since the purported AGM was held on 13th May 2023, questions are being asked by the membership about the arrangements and date for the delayed Trustee elections. These elections for new trustees were postponed at the purported AGM, because Anne Belsey’s name had been omitted from the list of candidates.
As the arrangements for the Trustee Postal election had not been promulgated or discussed by Trustees, I raised the question at the Trust Meeting on 30th May 2023. The Chairman, Peter Miles, said that the arrangements were nothing to do with him and passed the question to Tony Nicholson, the Company Secretary.
The Company Secretary replied that he was not intending to do anything about the elections, until the results of the Anne Belsey’s disciplinary case was known. This was a unilateral decision of the Company Secretary, and not the Trustees, as it has never been discussed by the Trustees, nor is it what was promised at the purported AGM on the 13th May. Taking such action is not in the gift of the Company Secretary and should have been challenged by the Trustees, unfortunately (apart from myself), they declined so to do.
The conduct of the elections has nothing to do with Anne Belsey’s case, which, as agreed to at the purported AGM, must be heard by an independent and impartial panel.
The Chairman did confirm that Anne Belsey’s name would be on the list of those nominated for election.
There is thus no reason why the election cannot be held. However, as things stand at present, with no action being taken by the Company Secretary or the Trust to progress the election, no date for it to take place can be given.
Given that further Trustee meetings have been postponed until after the election has been held and the new Trustees are in place, deciding a date for the election could now be difficult!
Chris

 

Time for Peter Miles and Tony Nicholson to explain themselves, I suggest.

 

Is any of that lawful?

 

If someone has been duly nominated and satisfies the qualification criteria set out in the Articles it would appear that the Board are obliged to let the members decide on his or her election.
The complicating factor here is the active disciplinary process, whether justified or not. Fortunately it seems that will have an independent element to it so the outcome, whatever it is, ought to be more readily accepted than if it was purely internal.
I disagree with Chis that its outcome is irrelevant. There has to be the possibility that the result, if justified, is the application of sanctions. As far as I can see there is no requirement that a Trustee has to be a member of the L&B Trust, or a volunteer, but the termination of one or both of those statuses is a potential sanction if the disciplinary process finds against the individual.
Consequently there is the possibility of a Trustee being elected to a board but disciplined with their L&B membership/volunteering terminated. To suggest that would be messy is an understatement! So I can understand why there may be a desire to complete an independent, and hopefully impartial, disciplinary process before re-running a legitimate election at which members could take its outcome into account.

 

That’s a charter for dictatorship. “Sorry, the elections are delayed while an internal process plays out, in the meantime we’ll just carry on with the current board”. How long can you spin that out for? “Sorry, the independent investigation is taking much longer to conclude than we initially envisaged”.

We don’t run General Elections like that, so why should a small charitable trust? Let the election happen at the proper time, and if in the future there is an issue with a given individual, deal with it then - just as you would with an MP. The electorate should be trusted to make a decision based on their judgement now - which would include the proposition that people are innocent until proven guilty.

Tom

 

Not to mention that this was precisely the commitment made at the AGM as part of the deal by which the meeting proceeded at all.

 

That may be correct in the abstract, but specific commitments were made to allow an ultra vires meeting to proceed at all (I was there).

 

I can see the possibility of a situation arising where only one candidate is elected, leaving three posts vacant, leading to co-option.

 

Just checked the Articles and, assuming they are up to date, the maximum period specified between AGM's is 15 months. If the abortive meeting was concluded, not adjourned, as seems to the case, the next meeting can be held at any time up to 15 months from the last proper AGM whenever that was.

 

Correct.

No, because it was accepted that the two issues are seperate. And I think we can agree @Lineisclear, that it would be appalling if unjustified disciplinary proceedures were being used to pursue personal vendettas or to exclude candidates from election.

Mr Miles's commitment was to a wholly independent process, not one "with an independent element".

There should be no question of the investigation's impartiality, @Lineisclear - your use of the word 'hopefully' here is telling and very disappointing. But in any event, the election was decoupled from the disciplinary process.

Which is why the critical concession by Mr Miles at Lynton's meeting that Anne Belsey's candidacy should go forward and is a wholly seperate issue from the disciplinary process for the reasons @Jamessquared notes, should be honoured immediately.

 

I don't see how you can have a completely independent hearing when it had been commissioned by the trustees.
You Janet the option of forcing an EGM.
Ian

 

I have no problem in agreeing that unjustified disciplinary processes should not be used to exclude candidates from an election. Of course that assumes they are unjustified. I have no way of making that judgement. How they are conducted should depend on the applicable disciplinary policy. The commitment on candidacy going forward seems to have been made but that would have to be in respect of a properly called AGM to be held not later than 15 months after the last proper one. That may, or may not be, after the outcome of the separate disciplinary process is known.
I used hopefully because fair treatment of volunteers, especially in disciplinary proceedings, is something we should all aspire to even if its not mandatory.