Lynton and Barnstaple - Operations and Development

I'm delighted to be able to agree with you that honour and decency are admirable qualities that can make even the most apparently dysfunctional structure work effectively.

 

Which leads immediately, @Lineisclear to a question of what to do when malfesance in office is demonstrated?

 

I'm not sure the analogy with politicians is apt especially where the Trustees are elected to run a charity. In that capacity they cannot run it in the interests or for the benefit of the members/voters. In effect they are elected by the membership to run it for public benefit in line with the charitable objects. In doing so they are accountable primarily to the Charity Commission which , in answer to Hobbes question, should be the first port of call if there is evidence of malfeasance.

 

Just on that point, I don't believe you are right.

The most recent accounts of the CIC (for calendar year 2021) give about £485k of tangible fixed assets. Those are split as about £269k on land and property - explained in a note as being primarily related to Chelfham - and £216k in plant and machinery.

For the same calendar year, the L&B Trust give about £4,033k in tangible fixed assets. That is split as £1,912k in land and buildings; £1,938k Plant and Machinery, £193k in track work and about £15k of sundry other items.

So at first glance, the L&B Trust has about 8 times the assets of the CIC. You'd need to see the asset register to completely know what they are, but at first glance, significant amounts of land, machinery and track work make it appear to me that they represent the functional railway and its stock.

Tom

 

Sorry typo....Tobbes question!

 

Very interesting Tom. As I said I didn't know the ownership detail but it doesn't change the fact that the members/shareholders have no proprietary interest in the assets whichever company owns them.

 

@Lineisclear, the version of the L&BRT Articles filed at Company House is, I believe, dated 2007. The latest version I can recall seeing is listed on the L&B website archive, dated 2011. (see https://www.lynton-rail.org.uk/page/corporate-information for a PDF file) although I understand there have been several revisions since even then. One may wonder why these document updates haven't been filed officially, and who is responsible for such failings.

 

It does indeed appear that the filed versions may not be up to date. The simple answer to your question, ( if filings have indeed not been kept up to date) is, in line with earlier comments about collective responsibility, every member of the board equally.

 

Unless individual Board Members can show that they tried to get the Board to do the right thing and were stopped by the other members of the Board, @Lineisclear

 

I’m not suggesting that they can or should manage in the interests of or for the benefits of members. But I do suggest that the primary accountability is to the membership with the CC as the regulatory body.

And in that, subject of course to the bounds of their legal duties (including collective responsibility), I consider that the analogy does hold. The alternative would appear to be that they owe no loyalty to anyone unless their actions are so egregiously bad as to trigger ejection through EGM or as a result of CC intervention.

The failure of Kids Company, which collapsed due to mismanagement but where it took 7 years for the trustees to be held accountable, is an example of why governance needs to be much more deeply rooted. As the regulators report said, “a permanent leadership role is rarely in the best interests of a charity. There are other ways of harnessing the passion and talent of founders or charismatic individuals without their having executive or strategic power and responsibility. No charity should be defined by a single individual". Membership charities provide that base; it should be embraced and not feared.

I find knowing that I am accountable to others very salutary in discharging my duties as an elected trustee; I welcome the accountability that puts me under and find it enhances the quality of the board I belong to.

 

I joined the L&BR five or six years ago after a most enjoyable holiday visit. I live in Scotland and volunteering in North Devon is not a practical option. I do volunteer nearer to home.

After the incorrectly managed Trustee election in 2022 I had hoped that lessons had been learned by the current regime.

Earlier this year I was on the point of committing to life membership when the AB issue came to light. Instead I renewed for one year. If the people in charge do not start doing things properly my membership will not be renewed in 2024.

I realise that the L&B will not collapse for lack of my £30 but perhaps I won't be the only one.

To go back to the original question I would not trust those in charge to organise a party in a brewery

 

The latest issue of Trackside Magazine (Issue 24, July 2023) includes a half page article detailing the urgent appeal to raise £625,000 to buy the former Chelfham school site, adjacent and underneath the village's viaduct, has been started by the Yeo Valley Trust, one of the greater L&BR groups which supports the Lynton & Barnstaple Railway's aims.

Details and donations at www.yvt.org.uk

 

I disagree. If the board is doing something wrong and an individual director's /trustees's objections/arguments against it are overruled by the majority that individual's choice is to accept equal responsibility or resign. It's a fundamental principle of effective corporate governance that the board acts as a body and not a collection of individuals.

 

Are you saying that if a majority of trustees support an action that is clearly a breach of a society's rules then any other trustee who objects to this transgression must resign?

 

@Lineisclear , with all due respect, this is risible nonsense.

If a Board is behaving badly but the malfesence is not observable from the outside until it is too late - for instance, in purchasing shares in a business outwith the charities aims, or colluding in a related party transction that benefits a Director or Trustee, to take two hypothetical examples - then there's no benefit to the charity - and indeed, major disbenefit - from this not being exposed to members or reported to a regulator.

Even (or especially) in railways, whistle blowers have a vital role to play - just one that your apparent aversion to Board accountability wouldn't be fond of.

 

If a director or trustee can’t support such transactions then they resign and free to report their concerns to a regulatory authority such as the Charity Commission.

 

I don't suppose that there is much point in them reporting their concerns to the HRA.

 

No. It’s their choice either to accept shared responsibility for the board’s decision or resign because they can’t support it.

 

Have you ever thought about changing your account name to Letthemallgetawaywithit ?

 

I notice you've avoided my question, @Lineisclear:

If a Board is behaving badly but the malfesence is not observable from the outside until it is too late - for instance, in purchasing shares in a business outwith the charities aims, or colluding in a related party transction that benefits a Director or Trustee, to take two hypothetical examples - then there's no benefit to the charity - and indeed, major disbenefit - from this not being exposed to members or reported to a regulator.

So in these (hypothetical, you understand) situations, where, as we agreed earlier, we rely on honour and decency in our Trustees.

If the honour and decency fails for the majority, and the honourable and decent Trustees follow your advice and resign at the first sign of malpractice, we would never know what is actually going on.

In my book it is far better to stay in and make the case for decent and honourable behaviour in accordance with good governance, whilst simultaneously asking the regulator to intervene, than to do as you suggest.

I fear @Glenmutchkin's description of the outcome of your proposed appproach is all too accurate.