Lynton and Barnstaple - Operations and Development

I think there has to be a balance. What is to be avoided is a situation where long serving people get entrenched, see themselves as indispensable and are resistant to new influences. And that is before we get to any potential “ Bidenisation”.

 

My thoughts on interest were a musing, in an environment where the term "Peter Miles Private Railway" has gained some currency, and influenced by behaviours that at times suggest a mentality of "L'etat, c'est Moi". While it's dangerous to take nicknames too seriously, they can also shed a light on underlying truths.

I take your point about retaining expertise, although in an environment where there is a subsidiary operating company, the requirement for expertise by the trustees is more finite - doubly so when there is significant delegation by the Treasurer to the Trust's accountants. However, the other side of that is the impact of a closed environment, and evolution of groupthink - my greatest concern about where the Trust is at the moment.

Finally, you raise an interesting point about voting. My experience as a member is that such campaigning is not just - or even primarily - from those dissatisfied with the current leadership. I agree with you on the virtues of ensuring that the wider membership can vote, and this is something that the L&B do reasonably well - the issues were with calling notices and the ultra vires exclusion of candidates.

 

I seem to recall issues with postal votes from abroad - the return date had already passed by the time the voting paper had arrived. Could be relatively easily solved with use of the internet.

 

A few points some may like to consider:-

1. By the calling of an EGM and publication of their proposals does this not give the accused the right to reply in writing (c. 1,000 word limit is the standard I believe) and for that reply to be circulated to all the members at the expense of those calling the EGM?
2. If current board members cannot accept differing opinions and expect any new members not to have new or different ideas then perhaps they should not have put themselves in a position where this would upset them. Perhaps they are the ones who should be replaced due to their inflexibility. A board full of 'yes men' is a dysfunctional Board with no checks or balances. Boards should vote on proposals, not just be told 'It will be so'
3.If there have been no formal monthly Board meetings for 6 months or more then there will be no minutes and therefore no one will have given apologies. Failure of directors/trustees to attend or apologise for six consecutive meetings is automatic dismissal from the Board in many standard Articles

 

You may be right to an extent, although it should also be remembered that it is not essential for persons with such experience and qualifications to be board-members in order for the board to receive their help and advice. It is impossible for any board of typical size to include a representative of every professional discipline the railway will need.

 

IIRC when something similar happened with the WSRA, where the membership was trying to dismiss some of the Trustees, the Trustees had the right to speak at the EGM in person in their own defence.

It should be noted also (again from WSRA experience) that even if the 'accused' exercise their right to have a written reply circulated with the EGM paperwork, they have no control over whatever else the 'six' may then write in response to that and then issue at the same time without the 'two' having had sight of it prior to publication. In effect, the accusers have control over the process and can manipulate it to their own advantage.

 

I think that would be precisely the wrong lesson to learn.

You are mixing up the executive and non-executive functions. It is important that the executive function has a broad range of skills appropriate to managing a heritage railway and business - but that is a management function, and can be given by the management. The role of the board is different: it is to provide wise leadership to the executive. There will be times when the board has to make difficult decisions concerning the organisation's strategy. That can only work when there is an implicit trust between the Board and the membership: voting provides an important way for the membership to demonstrate that trust.

Many railways up and down the land are having to make difficult choices right now, including a fair number of sacred cows being sacrificed. My distinct sense is that that process is easier where the board members - and the chairman or equivalent in particular - are rooted in the culture of the railway. Close to home, I've seen Charimen who have come up through the ranks of volunteers; and others who have been recruited by a small committee and appeared with an impressive CV: I know for a fact which have been more effective.

Heritage railways are odd organisations (small business in finance; mid-size business in staff). I suspect a ratio of something like 200 staff stakeholders for every £1m in turnover would be fairly typical. So the leadership challenge in people terms is out of scale to the financial one. Your prescription of an appointments committee, remote from the volunteers and even more remote from the membership, is pretty much guaranteed to result in appointing people who are completely ill-equipped to lead and motivate the workforce. A workforce can move from sullen acquiescence to moving mountains simply when they trust the leadership.

Tom

 

Well said, Tom. I'm afraid Lineisclear has managed to instil his idea of heritage railway board management and selection on the NYMR. That and the philosophy that being primarily a charity is paramount rather than a traditional volunteer led heritage railway is currently ripping the heart out of the railway. It is now largely led at both Trust and PLC board levels by people who do not understand the ethos of a heritage railway and, above all, what makes a volunteer tick. The latest horror to be forced on the membership is a re-vamped 'Moors Line' which is little more than a publicity brochure. The volunteer editor has been replaced by a so-called 'Communication Strategy Group Editorial Panel.' Apparently it is more important to have something glossy to hand out to prospective grant funders than provide news and information to the membership.
After 47 years, I'm currently considering my ongoing commitment and I'm not alone in this respect.

 

This appears to put at risk one of the NYMR Trust's charitable purposes which is "The advancement of citizenship, community development and individual wellbeing for all ages, backgrounds and ethnicities through the promotion of volunteering, learning and training including training and development in at-risk heritage skills."

Do they not have a Trustee responsible for this side of things?

 

Thats only the case if 5% of the members request for a 1000-word statement to be circulated (companies Act S314)

 

It appears that the EGM is being called by "the six" as individual members and not as an act of the Board.

I take it that they will personally be paying the costs of this, as would be the case if any other six members had called an EGM?

 

Would that be the case though? And in any case, surely it takes more than just 6 individual members to call an EGM?

 

The new Moors Line appears to have volunteer recruitment as one of its aims as it extols the virtues of volunteering with case studies. However, existing volunteers don’t need this and the membership at large wants news and information about the railway. You have to get to page 33 (of 52) before you get to a (small) picture of a loco without people and that is principally to show the ‘NYMR Young Volunteers’ headboard.
I could go on but it is really something for the NYMR thread.

 

Indeed - long-term retention of volunteers is vitally important. And donors, many of whom are also volunteers.

 

I read on here that an EGM has been called. As an overseas member I have received no official information of this. I clicked on the 'Members' button on the website then on 'Trust Notices' on the drop-down menu and found... nothing! Communication with Members MATTERS!! I would not trust the cabal running the L&BR Trust to organise a piss-up in a brewery and as a Life Member am thinking that this latest little wheeze from The Six might finally have exhausted my patience with the whole wretched affair.

@Glenmutchkin (post no. 11651) was wondering whether 'there must be somewhere else that I can direct (my funding) that might actually help to achieve something'.
Yes there is. It is Exmoor Associates (https://www.exmoor-associates.co.uk/) who have quietly purchased almost 40% of the trackbed between Snapper Halt and Wistlandpound. It might be a good idea to invest with them because you will be helping to gain valuable assets for the future railway (rather than help six self-important grandees waste money on, amongst other things, a private vendetta).

It is unfortunately looking to me as if the L&BR Trust might have reached its zenith as 'Peter Miles' Private Railway' running between Woody Bay and Killington Lane (or slightly beyond), while the main game becomes Snapper to Wistlandpound. I do hope I am proved wrong but unless the current Board is removed I fear for the future of the L&BR Trust. Hoping to gain supreme control over whom the Members might choose to nominate as Trustees via an expensive EGM merely serves to illustrate how out of touch 'the cabal of six' are. The L&BR Board are supposed to be its guardians, yet these so-called trustees do little to gain the trust of members and by their actions have been shown to be untrustworthy, unprincipled, tricksy and incompetent.

 

When I read back through the posts on this thread I notice that the 'resolution' is to be considered at a General Meeting. There seems to be an assumption by some contributers to this thread that this will be an EGM but we don't know this for sure.

 

That isn't the case. If a company calls a meeting, then the company bears the cost of that meeting, no matter why it was called.
The only way an individual member can cause a meeting to be called is if they get 5% of the members to request the meeting.
And just to note that nowadays there is no distinction between AGM and EGM. They are all general meetings. It's just that one must be called annually and either 5% of members or directors can call one at any time.
However, in this case it seems to be a different situation. It seems like the directors intend calling an (E)GM to approve new M&As. That would be entirely proper. Then, knowing that meeting is proposed, the six, as individuals, say that they intend to raise this resolution to sack the two at that meeting. In that case, as the meeting is being called anyway, the 5% issue does not exist.
And as its only an ordinary resolution, then it only requires a simple majority.

 

That's correct. In this case the 'six' are in the privileged position as directors to call an EGM at the company's expense, at which their motion can be tabled.

Sent from my SM-T575 using Tapatalk

 

I'm unclear whether, absent a valid Trustee meeting at which a decision by the board to call an EGM would obviously be valid, whether directors are able to call an EGM simply because they're directors.

 

Thanks @ikcdab and @Isambard! . So the question now as @35B rightly notes is whether there was a formal vote for an EGM, and if so, what motions were approved.

If the 5% rule doesn't apply, then presumably anyone can put up whatever resolutions we choose?