Lynton and Barnstaple - Operations and Development

How can the cost be charged to the company when there was no board meeting to discuss/approve the content and cost? I'm surprised that your usual pursuit of the minutiae of company law seems to have gone out of the window

 

As far as is known by the wider membership, at the first Board meeting after the elections one of the 'majority' Trustees made it quite clear that they were not prepared to work with (at least) one of the 'minority' Trustees, as reported subsequently by the latter three. This occurred not long after the start of the meeting and well before the 'new' Trustees had any opportunity to express any 'dissent' (assuming that they might have wished so to do). It would appear to be the case therefore that one 'old' Trustee participated in the Board meeting with the prior intention not to cooperate with the normal functioning of such a meeting. Who then is more likely to be responsible for any 'disfunction'?

As regards the cost of the 'Confidential' communication, I would agree with @ghost. In what way could that letter be deemed an 'official communication'? Without a Board meeting to agree and authorise its issue, then surely it was simply issued by a number Trustees 'acting in a personal capacity' in the same way as the preceding 'Minority Report'?

 

As I made clear I don’t know what the precise circumstances are nor it seems do others as evidenced by the observation “ as far as is known”.
Until the true facts are known jumping to conclusions about the legitimacy or otherwise of a majority board position seems unwise.

 

In a word, No. The payment for that if the Trust has paid the bills for the printing and the envelopes and stamps will fall into the current year's account, and I am therefore extremely doubtful if the Accountants have seen that information yet. And if it was in what the Treasurer might have included accessible to me by a link and password, I didn't access that (even though one of the Trustees helpfully quoted my joining date to me from the membership list) as he clearly made it a condition that I would keep it to myself, and I am not prepared to accept such a condition about something that shouldn't be secret. And, of course, if I then published it I might be in all sorts of trouble, mightn't I ? I'd likely find myself in Anne Belsey's position as she described it of being accused of spreading confidential information.

 

It is a fact that the election was rigged to exclude a prospective trustee. Evidence is that the election had to be re-run.

It is a fact that the first board meeting called after the election disintegrated and was abandoned.

It is a fact that several people asking to know how the missive from the majority was paid for has resulted in no clear answer.

It is fact that the majority of the items raised by the minority letter have been shown to either substantially true or very largely true with the difference being in some numbers that were the board to be functional would have been available to the minority.Some of the minority letter is in fact confirmed as true by the majority letter!

We are not in a court of law, but even were we to be, whilst we have not yet to hand evidence that is beyond reasonable doubt we certainly have more than enough to conclude on the balance of probability that:

1. the board is not functioning properly
2. The fault for that dysfunction lies with the majority
3. That as the board is not functioning properly there cannot with the terms of the M and A and the (largely nonexistent) policies of the trust have been a validly taken decision to expend trust money on the majority letter. It isn’t possible.

All of the above is public domain. I am aware that there is more that is not, but may be known to several posting here, and is withheld for good reason.

 

"I'm Spartacus" springs to mind, @Michael B

More broadly, Mr Miles or Mr Swainson could simply answer the question. If it is embarassing, then they should probably focus on removing the source of the embarassment rather than on covering up what will inevitably become public in time.

 

IMHO the only people who would know the 'true facts' of this matter are those who were present at that first Board meeting. Three of those put their names to a subsequent media posting in which they gave their view of what happened. None of the others present appear yet to have made any contradictory statements. I am not sure therefore what further evidence can be provided to convince you one way or the other?

 

It is fairly common for accountants to prepare the statutory accounts from the companies books and also audit them. More so these days with the complexity and non flexibility of accounting reporting standards. It would be less appropriate for the accountants to provide a book keeping service and also audit. Marking ones own home work comes to mind.

 

Despite the need to ensure compliance with accounting standards, personally my alarm bells would be ringing if a Treasurer felt unable to answer questions on the accounts. What due diligence have they carried out to enable them to sign or recommended signature ?

 

To add to @21B's excellent post, I would note that it is widely understood that a board meeting took place after this communication was issued, and was the first such meeting since the one at which a "majority" board member refused to work with a "minority" member.

As the requirements for a valid board meeting are laid out in the Articles, it follows that any meeting of the "majority" not called in accordance with the Articles and inviting the "minority" members would not constitute a board meeting, notwithstanding that it contained a majority of trustees and directors.

 

Mine were ringing, loudly, at the AGM for precisely that reason. I'd expect the person accountable for them to be able to answer, even if they needed to delegate some of the detail.

 

Trackside has just arrived on my doormat - interested to see the half page article on the news pages describing the three as ‘former trustees’ - in both the headline and the copy….

 

It also says the Trust 'only has a shareholding of £50,000 in the L & B Blackmoor Company.' The Secretary is mentioned as describing the Minority Trustees as 'rebels'.

Of more interest to me in this magazine is a detailed article on the Vale of Rheidol engines which the author says are related to the L & B's. The author says 'Sir James Szlumper was the consulting engineer and his half-brother William was engaged as the mechanical engineer. William (he continues) laid out the specification for the LBR 2-6-2Ts, presumably leaving Manning Wardle to complete the detail work. When Sir James became VOR Consulting Engineer, William, as VOR Resident Engineer, penned a revised design. That included shortening the wheelbase and changing of the LBR's Yeo, Exe and Taw.' All this is in a paragraph of 'Myths'. The author clearly hasn't read the book The VOR in detail on sale at the VOR which says 'no evidence has been found that William Szlumper designed the L&B engines'.

I know he has expanded on what CC Green and Richard Payling speculated, based on a sketch of a L & B type engine, but there is no evidence that I am aware of, that William had anything to do with the L & B, and Sir James never seems to have involved himself in the rolling stock. The L & B resident engineer was Frank Chanter who dealt with the engines, carriages and wagons. All three of them were members of the Institution of Civil Engineers. William trained as a Barrister after the VOR and was called to the bar in 1907.

 

Presumably though if you have several loco designs all from the same era to do a similar job and with similar weight/size restrictions you end up with similar machines

 

Attached for those who may not have seen it.

Ignoring that Trackside appear to have done no fact checking at all - a quick look at the share register for LBBC Plc would show the Trust purchased £253,000 of OHSI shares - if Tony Nicholson has been correctly quoted, then he should be sacked from his L&BRT posts immediately, and the media informed that he does not speak for the Railway in any capacity.

Mr Nicholson should also be investigated under the disciplinary procedure for gross misconduct - there is no way his reported remarks could do anything other than damage the railway. Deplorable!

 

Lost in translation ?

 

Hit wrong button, @RailWest - now corrected, I hope.

 

Clearly there appears to be an enpass, some trustees have no inclination to do anything but hang on, and damage the very thing they claim to want to protect, the only answer if they can't be moved is to walk away, stop supporting the trust, starve it of funds, let it fail, then try to rescue what can be rescued from the resulting crash, and hoperfully move forward with a new unified body, that has none of the old board in it, if an EGM does not remove these persons, that is the only option, its stark, and possibly not ideal, but might be the only way.

 

*impasse