Lynton and Barnstaple - Operations and Development

Just focusing on this point, all the training I've received as a trustee has been explicitly that the trustee duty is not managed through the hindsight police, but by trustees using the skill and judgment to make the best decisions that they can for the charity based on the information available to them, working within the purposes of the charity.

In a church context, there is a lot of scaremongering about the consequences for trustees if they make the wrong call. This is misplaced - the matter at stake is not making the "right" decision, but how they use their judgment (both as individuals and collectively) to make their decisions.

Personally, I would argue that trustees of a membership charity who consciously and explicitly limit the ability of ordinary members to influence their direction are more likely to be guilty of failing in their trustee duty than those who adopt a more inclusive approach, as they will be consciously and wilfully depriving themselves of input to their decisions.

 

I never suggested ignoring the interest and concerns of members. Quite the opposite. As suggested above the board must ensure they meet legal and statutory requirements including compliance with the charity's articles of association. Those stipulate unequivocally that the charity shall be run by its trustees. Not by its members who do not "control" the governing body as suggested. If that was the case it could not be a charity. The idea that the trustees are there to implement the decisions of the members is clearly a widespread misunderstanding. They should take their views and wishes into account because it's in the charity's best interests to do so but at the end of the day the privilege and responsibility of running the show lies with the trustees.

 

I did not mention “control” once. Nor did I suggest that members have “control”.

But, pace @gwilialan, the language of “run the show” is equally troubling and, IMHO, illustrates the attitude that is at the heart of governance disputes in many places.

I prefer the idea that trustees are the servants of the charity. It sets up the balance of accountability and authority much better, and avoids the delusion that trustees own the body.

 

No you didn't but lynbarn did suggest that members control the board so I took the opportunity of responding on that.

I was struck by Tom's comments on Mission and specifically that being to rebuild the railway (or as much of it as possible). Tom asked if members didn't subscribe to that why would they join? That seems to explain a lot of the angst. If you become a member of a charity it's reasonable to assume that it's because you support the reason it exists........its charitable public benefit purposes. When I last checked those are fundamentally education of the public including the acquisition and preservation of artefacts relating to railways in general and the L&B in particular. However there's nothing to state that the main purpose of the Trust is to rebuild the railway. That may be why members joined but as far as I can see it's not the primary purpose for which its trustees are accountable.

Doesn't that explain a lot?

 

The Trust has persistently solicited funds on the basis that extension is intended. If, as you suggest that is not the case then there is clear & ongoing misrepresentation.

From the Trust website:

"The Lynton & Barnstaple Railway is a social enterprise offering narrow-gauge train rides at Woody Bay in Exmoor National Park, with one aim: to restore fully the legendary Lynton & Barnstaple Railway."

"This initial section allows our visitors to experience a taste of what will one day become one of the ultimate narrow-gauge treasures of the world as they once again travel by train along the original route above the delightful Heddon Valley near Parracombe in Exmoor’s National Park."

"We do not operate trains to either Lynton or Barnstaple. The rail service to these two destinations is currently suspended pending further reconstruction of the railway."

"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."

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Possibly. But the current Trustees and their immediate predecessors have made it their mission to extend the railway and so have been setting expectations that way. There is no evidence they have considered the alternative of not extending, and that was a component of the agitation last year when it was felt by many that they ought to take stock before ploughing more resources into a portion of an already contentious scheme.

Had the trustees not been pursuing an extension with some energy I would agree with you that members should not have expected an extension from the objects and that unless they could influence the trustees and potentially obtain a change in the objects the trustees could be justified in refusing to pursue an extension. Even if they were lobbied to build an extension they might still be justified in saying no. But, that isn’t what has been happening.

What then is going on? In essence a vision has been unsuccessfully pursued twice. There are also a number of complex governance issues and relational issues with other organisations that ought with good will from the Trust be completely aligned with the long term vision that the Trustees have espoused. There is a suspicion that part of the issue is the approach of some Trustees. Obtaining a change in approach is the principle concern for many. It is not demanded that this lead to extension, but is felt that extension cannot happen without a different approach, and that probably requires different people.

 

Again you are wrong. Your choice of words is also 'interesting' Is it a "...clearly widespread misunderstanding."? That phrasing is unsupported and purely you own opinion and often appears as an attempt to persuade people to believe a statement that is not based in fact.
The organisation is run by the by the trustees at the behest of the members to carry out actions within the limits of the AoA and CC guidelines that the members have specified . The board does not get given carte blanch when elected to do whatever it pleases. The members set the goals and the board are required to work towards those goals within the constraints of legal and regulatory legislation.
This case is a prime example where the board are ignoring the members, are not allowing the members to set the direction and assuming powers they do not have under the guise of meeting Charity Commission guidelines or other regulations. The trustees do not have the powers to simply ignore the membership.
Looking at the way you use words have you ever thought of taking up politics?

 

Well sadly we are just going to have to disagree. The constraints of legal and regulatory legislation which you acknowledge mean that the members can exert influence but they cannot set goals. That the trustees must pursue. If you doubt me check the Trust’s articles which stipulate that it will be managed by its trustees, not the members or subject to direction by the members. Ultimately the trustees do have the power to ignore the membership and the duty to do so if following the members decisions would in the trustees’ reasonable judgement put the charity at risk.

 

I’m not aware of any serious risk of that situation ever having arisen either at the L&B or any other heritage railway. Are you? If not, perhaps you’re tilting at a straw man.

 

To be honest guys you all just need to stop and move on. You are all basically saying the same thing. The trustees are elected to run the charity on behalf of the members. The trustees need to do that within the legal and consitutional frameworks. Wise trustees will listen to the members but are not duty bound to follow them.

 

First find a wise L&BR Trustee....

 

Yes, so it is my fault for thinking that the membership 'controls' the trustees by voting for or against them and GM's?

What is interesting I happen to agree with you about the objects, it does not say anywhere that we have been set up to rebuild the Lynton and Barnstaple Railway. It might imply that fact by stating we shall gather together artefacts about the railway, etc. However, this can be resolved when the next update to the M&A takes place (subject to approval by the Charity Commission, of course).

Well, as I see it, this opens up a whole new can of worms

 

It might be more accurate to say that the members have some control over who the trustees are but not over the decisions they make other than by voting them out of office when they have to stand for re- election (and the ability to remove trustees before their term is up is a wholly different ball game!).
It would certainly help if the charitable purposes could be amended so they are consistent with the charity's stated mission and members' expectations. What I suspect has happened is that the charitable purposes have been designed at an earlier time time when the permissible categories of public benefit were much narrower than is now the case. For instance maintenance of heritage is now a recognised charitable purpose so there's less need to shoehorn heritage railways' purposes under the public education umbrella.

I'd prefer to say opens up a whole new range of opportunities.

 

Provided the charitable purposes don’t explicitly preclude the mission, I don’t see a problem. In other words, you can have broadly-defined charitable objectives (“education of the public by the use of historic technologies related to rail vehicles blah blah blah”), and a tightly-defined mission (“rebuild the narrow gauge Lynton & Barnstaple railway”).

The Trustees have to act in a way that is within their charitable objectives. But that is logically not the same as saying they have to deliver everything within the objectives. So broadly-defined charitable articles are not a problem provided they don’t preclude the much more specific mission statement.

Tom

 

There’s some truth in that but mission creep from charitable purposes to broader objectives has its limits. Charities enjoy significant tax advantages e.g. as regards corporation tax and rates. Those apply where it is pursuing its charitable purposes but not outside that such as where a charity engages directly in commercial trading. Where a charity is pursuing a broader set of objectives beyond its registered public benefit charitable purposes it risks its tax benefits being forfeit for those activities in pursuance of that wider mission statement.

 

You've completely misinterpreted my post!

I'm not suggesting the charity pursues objectives that are wider than its articles allow; I am suggesting it pursues ones that are narrower.

The charitable objectives read (excuse the shouting):

(1) TO ACQUIRE PRESERVE AND RESTORE FOR THE PUBLIC BENEFIT ITEMS OF HISTORICAL, ARCHITECTURAL, ENGINEERING OR SCIENTIFIC VALUE IN CONNECTION WITH RAILWAYS; AND (2) TO ADVANCE THE EDUCATION OF THE PUBLIC IN THE HISTORY SOCIOLOGY AND TECHNOLOGY OF NARROW-GAUGE RAILWAYS AND RAILWAYS IN GENERAL BY THE ACQUISITION, RESTORATION, PRESERVATION, CREATION AND EXHIBITION OF RAILWAY LOCOMOTIVES, CARRIAGES, ROLLING STOCK, EQUIPMENT, ARTEFACTS, DOCUMENTS AND RECORDS, TOGETHER WITH ANY APPROPRIATE LAND, BUILDINGS AND STRUCTURES IN PARTICULAR BUT NOT EXCLUSIVELY THOSE OF THE FORMER LYNTON & BARNSTAPLE RAILWAY IN DEVONSHIRE AND TO PROVIDE EDUCATIONAL AND TRAINING FACILITIES TO THOSE ENGAGED IN THE RESTORATION AND OPERATION OF THE RAILWAY OR RAILWAYS GENERALLY.

Area of benefit
The area the charity can operate in, as set out in its governing document.
WITH PARTICULAR REFERENCE TO THE FORMER LYNTON & BARNSTAPLE RAILWAY IN DEVONSHIRE
​

The mission statement is here: https://www.lynton-rail.co.uk/the-railway

The Lynton & Barnstaple Railway is a social enterprise offering narrow-gauge train rides at Woody Bay in Exmoor National Park, with one aim: to restore fully the legendary Lynton & Barnstaple Railway. (My emphasis)
​

So the charitable articles are broadly written, and the mission is tight. There is nothing in the charitable articles that stops the Trustees delivering that mission: restoring "fully" the railway is completely compatible with the charitable articles. There is no mission creep.

Tom

 

Sorry Tom, I think you’re wrong. The charitable objects are specific and tightly drawn. They do not include the much broader aim of recreating the railway.

 

Are you reading the same articles?

How is "THE ACQUISITION, RESTORATION, PRESERVATION, CREATION AND EXHIBITION OF RAILWAY LOCOMOTIVES, CARRIAGES, ROLLING STOCK, EQUIPMENT, ARTEFACTS, DOCUMENTS AND RECORDS, TOGETHER WITH ANY APPROPRIATE LAND, BUILDINGS AND STRUCTURES IN PARTICULAR BUT NOT EXCLUSIVELY THOSE OF THE FORMER LYNTON & BARNSTAPLE RAILWAY" not compatible with recreating the railway?

If you set out to restore the L&B, in broad brush terms you would need to:

• Acquire some land (specifically the old railway trackbed) (ANY APPROPRIATE LAND ...)
• Acquire and restore some structures, specifically the remaining stations, bridges and so on (..., BUILDINGS AND STRUCTURES IN PARTICULAR BUT NOT EXCLUSIVELY THOSE OF THE FORMER LYNTON & BARNSTAPLE RAILWAY))
• Aquire some suitable locomotives and rolling stock to operate the railway (THE ACQUISITION, RESTORATION, PRESERVATION, CREATION AND EXHIBITION OF RAILWAY LOCOMOTIVES, CARRIAGES, ROLLING STOCK)
• Train people in the skills necessary to operate and maintain the locomotives etc you have acquired, operating over the land and stations you own. ("PROVIDE EDUCATIONAL AND TRAINING FACILITIES TO THOSE ENGAGED IN THE RESTORATION AND OPERATION OF THE RAILWAY OR RAILWAYS GENERALLY".)

And since it is the L&BR you wish to recreate, you'd need to do that with a particular focus on "the former Lynton & Barnstaple Railway in Devonshire"

All of those things are explicitly allowed in the current charitable articles.

What facet of restoring the railway do you think is not allowed by the articles?

Tom