Lynton and Barnstaple - Operations and Development

Just one small point here, there are 9 trustee's, what you are suggesting only involves 8 so it now needs to be understood who exactly was involved, if the proposals weren't put to M.W then that is still not the full board of trustee's that should have voted, the issue as i see it is whether or not this was a corporate decision or the 6 acting as members so surely if 7 out of 9 are only eligible for the corporate decision it must be put to all 7, if that hasn't happened then the 6 must surely act as members.
Last year when Anne was left off of the nominations i rang the CC and the advice i was given was that the chairman only had the controlling vote but that ALL trustee's must be involved in the decision, the fact that 1 wasn't asked made the decision invalid so i cant see why this shouldn't be the same

 

Was it not stated earlier that Martin Swainson was absent from the meeting?

 

We have Anne's account, and she has proved a reliable witness in the past. I therefore, in the absence of evidence to the contrary, follow her view on the facts of the event.

Confining myself strictly to what is required, the current Articles require certain things for a valid meeting of Trustees to happen. There is no suggestion that any of those requirements were met, and therefore no suggestion that any decision reached in a meeting of that subset of trustees was binding on the trust, but was merely a consensus of (as it happens) a majority of trustees about a course of action*. That is why I am so exercised about the after the event decision of the board to add these two motions, and why that reaction is then compounded by the refusal to allow other motions to be presented for consideration on the 23rd.

In just the same way, I spoke with a majority of fellow members of PCC standing committee this morning about some matters, but as no meeting had been called, any conclusions we reached could only be those of us as individuals, and in no way a decision of the standing committee or PCC.

 

Im not sure on that one Martyn, i thought he was present via zoom whereas the others were there in person

 

Correct, @ikcdab. But there are two motions, so they should have been considered individually.

With the motions being considered individually, only the person named would be conflicted and need to leave, I think.

Director, but yes this is my understanding, too.

And the problem here is that Nicholson as Company Secretary has a record of producing very poor minutes (his of the last AGM are a disgrace, which we will take up in Lynton in May) and worse, of being partisan - his interview with Trackside magazine did bring the railway into disrepute and he should have been sacked for that.

It is illegal to present the motions of six individual members in this form because they are not 'corporate actions' within the meaning of s168 of CA 06. For these motions to be considered, 'the six' either need to open the Agenda up - and allow others to submit motions - or to go down the s303 route with 5% of the members supporting them and 'the six' paying all the costs.

This is where the regulator needs to step in. I'd encourage everyone to write to the Charity Commission citing case C-084534: Lynton and Barnstaple Railway Trust. Members who feel strongly about forcing 'the six' to follow the rules should also vote against these two measures if they actually come to the vote, the principle of following the rules being much greater than the details of the individual cases.

I agree - voting down the M&As and rejecting these two illegally placed motions is vital. If you've got ideas about a better note, please contact Chris, Anne and Mike, @ikcdab .

Cheers,

Toby

 

And I also said I'm learning about the Companies Act 2006! I had confused myself on the Special Notice Period required for a motion to remove a Director - I thought it was 21 days, but it seems that it is 28 days, which means the notification period ends at midnight tonight.

Apologies again for my mistake.

 

Another point to mention is that if both Tony Nicholson and John Barton were forthcoming with their respective 'legal advice' and sharing it with the '3' then we may not even be discussing all of this as the legal stance would have been known, the very fact that there is a reluctance to share this information between ALL trustee's immediately arouses suspicions, if the boot were on the other foot and the '3' would not share legal advice with the'6' then there would either be hell to pay or the issue would be thrown out without a thought

 

A random thought here :

The Companies Act
Section 303 provides that:

(5)A resolution may properly be moved at a meeting unless—

(a)it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise),
(b)it is defamatory of any person, or
(c)it is frivolous or vexatious.

As the two motions to remove directors appear to be both defamatory and frivolous/vexatious they should not be properly moved.
But who rules on this ? A chairman who is demonstrably not neutral ?

 

>>>As the two motions to remove directors appear to be both defamatory and frivolous/vexatious they should not be properly moved.
But who rules on this ? A chairman who is demonstrably not neutral ?

Sounds like a good reason for someone in the audience to raise a Point of Order at the start of the EGM and request that they be dropped.

 

I have just received my EGM information pack. Unfortunately, the voting/proxy forms are absent, so I have just emailed the secretary and board members to rectify the situation. I do hope this is an isolated incident...

 

A voting error one year is unfortunate.
A voting error in a second year is reprehensible
A voting error in a third year (if this proves NOT to be an isolated example) really is a resignation/sacking offence.

You just can't make it up, can you.....

 

Haven't been on the forum for a while and thought I'd check to see if anything has progressed...pleased to see the drama carries on at speed, consuming everyone's energies at the expense of the actual railway. The basic inability to build consensus and collegiality amongst the trustees, let alone unifying and empowering the membership for the activity ahead, is utterly staggering, and I'm glad I'm not a member anymore. Though I long to see the L&B alive and kicking again, right now I'd rather it all torn down and started again

 

Let's see what happened. I don't believe the Company Secretary is entitled any more to the benefit of the doubt, but my impression of packs from the railway has always been that they are filled by the printers, as part of the bulk mailing (presumably part of why such mailings cost £3000-odd a pop). If so, and given that there have been no other instances, my instinct is that this is a production error.

 

And I read 23.2 as no special resolution can be used to undo what previous boards have (maybe) forced through (which does not necessarily referr to just the AoA) so you are stuck with whatever.
24.1 "If there is only one director he or she must retire." err.. Minimum number of directors? Board not quorate? Has anyone actually proof read these?

 

As an overseas member in Victoria Australia I have wondered about how and when I might receive notification and details of the EGM in a timely manner.
Today I received a email letter with seven attachments including a proxy form.
The return arrangements are to the secretary at least 48 hours before the meeting.
In view of the current "turmoil" I find this a refreshing improvement on the last meeting notification that arrived within a day of the event by surface mail.
I will be exercising my right to have my vote recorded.

 

I suspect you may be right but, given the experiences of the last 2 years, one might have expected the Secretary to ensure that tighter controls were in place to prevent a re-occurrence. Hopefully then the printers will have to pick up the cost of further mailings.

 

I am involved with an organisation which does the same - the printers have discounted mailing costs - which means that it is cheaper to have them send the mailing than do it yourself.

 

Although I've not seen the Notice it's interesting that it sounds from Colin's post as if proxies must be lodged in advance of the meeting as is normal practice. I'd queried previously the suggestion that proxies could be lodged at the meeting which seemed like a recipe for chaos and delay. Sense seems to have prevailed but if the Notice does have a cut off date for receipt of proxies (typically 48 hours before the meeting) anyone intending to lodge them at the meeting should be aware that they could be rejected.

 

Not to mention that hand stuffing 3000 packs is labour intensive and time consuming; and something that is very sensible to put out.

 

The image I've seen (my pack has yet to reach me) is explicit that "When completed, this form can be handed in at the meeting on 23rd March or can be sent to: The Company Secretary [...] to arrive no later than 2pm on 21st March 2024".

While I agree with you that handing in at the meeting could be a recipe for chaos and delay*, and is not provided for in the current Articles, the explicit wording here raises real concerns. If members act in accordance with the instructions they are given, and their votes are then disqualified for failure to meet the general requirement, that would raise major issues of fairness.

* - My experience of the conduct of the 2023 AGM was that the sign-in was not especially robust.