Lynton and Barnstaple - Operations and Development

Hi Chris, maybe. But if so, that was the least of their transgressions!

 

Should we ask Trump to intervene and bring 'peace' to North Devon?

 

I'd rather not

 

The only other thing that politicians are fond of doing and that would be to apply sanctions. Oh, wait, that is already happening, members are starting to remove their support from the trust, I wonder just how many members we have today?

 

It looks like a hierachy of possible outcomes:

1) Trustee retires by rotation but the trustees decide not to fill the vacancy by an election . The retiring trustee is automatically re -appoimted if willing to take on the role.
2) A motion sent to members with the Notice of Meeting to not fill the vacancy is passed. The retiring trustee leaves the board.
3) The retiring trustee stands for re- election but does not secure a majority of votes , then as for 2 above.

If trustees standing for election or re -election do not secure a majority of votes they will not be on the board unless co-opted by the trustees until the next General Meeting. A motion to remove a serving trustee would need the specified perecentage of members (typically 5%) to require such a motion be included in the Notice of Meeting and put to a members' vote. A permanent removal would require a change to the Articles and a 75% majority of those voting.

Unlike some of the other organisations mentioned in an earlier post the AGM's of an incorporated charity like the L&B trust are governed by company law. The only business that can be transacted at a General Meeting is that for which due notice has been given to members i.e. the motions on the agenda. "Any other business" at a company meeting is nonsensical since the only possible "business|" is that specified in the motions. Normal practice is to close the formal business of the meeting and then invite questions and answers. That's usually the most interesting and potentially valuable part of the meeting although there is no obligation to hold a Q and A session. As others have pointed out it's not possible for the members in a Q&A session to force any change of direction or policy but their input and the tone of the session can still be influential.

 

The Southern Railway Act, 1923 passed on 31 July of that year has a preamble : 'An Act to empower the Southern Railway Company . . . . . to transfer to the said company the undertaking of the Lynton and Barnstaple Railway Company.' . . It then quotes the two Acts, and states the capital, and that most of the debentures and shares were now held by the SR 'And it is expedient that the undertaking of the Lynton Company should be transferred to and vested in the Company on the terms in this Act mentioned and that the Lynton Company should be dissolved by the Act.' 'For the purposes of Part V (Railway Clauses Consolidation Act 1863 which dealt with Amalgamation) and the Third Schedule (which dealt with existing officers under the Railways Act 1921) the Company in respect of the transfer of the Lynton Company shall be deemed to be the amalgamated Company. For the purposes of the Third Schedule the Lynton Company shall be deemed to be a subsidiary company absorbed by the Company.'

The Clauses 60-67 I have summarised the relevant bits, but perhaps Clause 60 is worth quoting in full: 'On and from the date of vesting the undertaking of the Lynton Company is hereby transferred to and vested in and shall form part of the undertaking of the Company and on and from the said date the Lynton Company is hereby dissolved except for the purpose of winding up its affairs.'

 

Would be a Brave move to Co-opt someone who fails to gain a majority of positive votes. A self destruct button I think.

I don’t think it is within the gift of the trustees to decide not to fill the position by election though (bear with me as I split hairs for a second). The first scenario is rather where the vacancy exists, but there is no contest (the situation this year at LBRT). Then if the retiring Trustee is willing they can fill the slot. Or it can remain unfilled. Or a vote can be taken. They can’t simply not have a vote to fill the position, there has to be a vacancy and no one else willing to fill it.

Trustees can subsequent to the AGM Co-opt someone to fill the role who will need to be confirmed at the next AGM. And going back to my first point, it would be a brave move to Co-opt someone who didn’t have majority backing at the AGM.

 

Not only brave but I suggest foolish if the co opted trustee has manifestly failed to secure the support of members. They could however co opt someone who has not stood for election.

 

Quite. I was channelling Sir Humphrey!