North Yorkshire Moors Railway General Discussion

Is there a 30 day rule notice for questions and submissions from members at the AGM? The notice period is barely over 30 days.

 

The critical timing is when Notice of the AGM is given. The question and answer session is not part of the business of an AGM and is an optional ( but very sensible ) feature that occurs after the business of the meeting has been concluded. As it’s not part of the meeting there is no statutorily prescribed time within which questions can be submitted.

 

I don't think anyone would disagree with this, but operating and maintaining the railway at a breakeven level out to be the primary one. As @Lineisclear has pointed out, the Trust Board should be setting policies and goals for the Plc board to follow and meet. Clearly, if it has been doing that it should have been a bit more strict about setting financial goals, and asking for credible explanations of failure to meet them for several years in a row.

 

I am unable to find any humour in most anything to do with the NYMR, alas.

Noel

 

Although there is no requirement to hold a Q & A session at an agm, am I not right in saying that questions on the reports presented have to be allowed at the meeting?

 

No. Section 319 of the Companies Act 2006 confers that right on shareholders of a company traded on a recognized stock exchange . Neither the Trust or the PLC are in that traded company category. Members/ shareholders have a common law right to speak at a meeting but of course the democratic postal voting system adopted by the Trust means that any contribution cannot influence the members’ decision. For the PLC AGM all the voting shares are held by the Trust and are exercised by its Chair pursuant to authority given by the Trustees so again any shareholder contribution cannot really influence the outcome.

 

I think that's another of your legally correct and emotionally wrong answers! In other words, I have no doubt that your reading of the law is correct. But the NYMR desperately needs its stakeholders to feel engaged, and being able to ask questions about the annual report is one place you can nurture that engagement.

Tom

 

It’s a very convenient excuse for the ruling class to avoid any questions that they don’t like.

 

Tom,
Steve asked if questions had to be allowed. There can be only a yes or no answer to that. The suggestion you are raising is that even though there is no right to ask questions would it be sensible to allow them. That’s a very different matter.

 

Big chief former corporate lawyer speak with forked tongue, say braves!

 

He simply provides an accurate and truthful answer to the question that was asked.

 

Looks like a stitch up.
What are they trying to hide?

I was involved in a charity once which became increasingly secretive. This alarmed members but there was little we could do. The AGM was moved to an unusual venue at a less than helpful time. Little notice was given and the technical rules were followed, but no more.
Eventually there was an arrest for fraud.

What on earth is going on?

 

But in the context of recent discussions on here about the need to engage volunteers and gain their support and financial support, why not say “legally questions are not allowed, but in the interests of openness and keeping everyone on board, it would be sensible to allow some questions (perhaps with a time limit)”

As Tom says, you always just see the legal answer and never want to go the extra mile in the interests of building support and dispelling rumours or misinformation.

 

Keeping your supporters on board and informed is a key attribute of any organisation. It amazes me the a CEO with a background in marketing and publicity does not know and understand this. I had the pleasure to be introduced to @Jonnie of this forum and the SpVR yesterday and his informative 'tells it like it is' approach is so refreshingly different. I should have offered him the NYMR's CEO job but wasn't thinking.

 

Yes, but there are ways you could answer that question.

Q: "Is it possible for members to ask questions from the floor?"
A: "No, under [legislation] the business of the AGM can only deal with formal motions. Moreover, because of the postal voting system, any questions would be irrelevant anyway, and the Trust owns all the plc shares so you have no mechanism for change regardless etc etc."

or

Q: "Is it possible for members to ask questions from the floor?"
A: "No, technically the AGM can only consider the motions put to it. However, we recognise that the members have in many cases invested considerable amounts of time, money and effort into the railway, often over many years, and it is only right that that commitment is recognised by providing an opportunity to fully explore the current state of the railway, as set out in the annual report; therefore we will ensure there is ample time to allow informal questions from the floor about the performance of the company and trust, and directors will be on hand to answer questions posed by members ..."

Same answer, but entirely different tone.

Tom

 

There's obviously a lot to digest here but the two big numbers that are jumping out at me from the Trust accounts are these:

'This position has made the highly desirable building of reserves exceptionally difficult, and therefore the Charity, in common with many others in its sector, holds no free reserves. At the year-end, free reserves were in a deficit position of £3,027,949 (2025: £3,242,051).'

'Looking forward, the next few years will be dominated by a focus on infrastructure. We have started a detailed review of all our infrastructure assets to determine condition and identify a timed plan for works arising. In the short to medium term, we have identified a need to raise at least a further £1m per annum to meet this need.'

So the reserves are worse than empty and there is now a requirement to raise £1m per annum on top of normal levels to put towards infrastructure maintenance, no doubt much of which is things that have been put off in recent times.

 

Indeed but as you know I'm no longer in a position to give such a committment, 0nly to answer the procedural question that was asked. In any event it has been confimed that, as usual, there will be a Q and A opportunity for members.