Lynton and Barnstaple - Operations and Development

I thought it was too good to be true ..... ten days of peace and then the return to public mud-slinging! There has been little or nothing of "Operations and Development" in this thread for months, just internal 'politics'. Maybe time to split the thread as had to happen with the WSR thread under similar circumstances?
Ray.

 

With train services suspended for the winter, perhaps there is not much to say about "Operations" anyway?

As for 'development', well - who knows? The last we heard, there is supposed to be 'news' about the extension to CFL in the next Newsletter. Whether it will prove to be good or not, who knows? As for the section south of Blackmoor, hardly a peep from anyone....

 

Too busy marshalling forces behind the cabal for any development news, perhaps?

 

Ray, I totally understand your frustration - I share it. But the sad reality is that until the governance of the Trust is sorted out, there will be precious little else happening to develop the line.

As far as I can see, "the six" have decided to try and purge those who don't agree with them and attempt to seize power through the M&A changes forevermore. I think this is the worst possible approach if your goal is to extend the railway by getting the team to pull together, but it has become increasingly clear that faced with a choice of extending the railway through sharing power or clinging to power at the expense of the railway's future, "the six" have clearly chosen to clign to power.

I hope that's going to result in the Members taking a different view.

 

In all of this, those pushing for the M&As to be changed now seem to be ignoring that we're under investigation by the Charity Commission for governance failures.

The CC may find something or nothing, but it seems fundamentally premature not to wait for the outcome and any recommendations that the CC might make - which would need the M&As to be revised again in light of them.

"The Six" pushing this are not stupid: so the only conclusion to be drawn is that they want to ram through changes now in order to control the candidate list for the Trust elections in May.

That alone should be reason enough to reject these changes, and wait to see what we need to do in light of the Charity Commission investigation.

 

Don't forget that any changes to the m&as need to be agreed by the charity commission. You can't just do what you want willy nilly. Then they can only be changed by a special resolution which requires a 75% majority. I'm not sure if the CC needs to agree before the EGM or only after the members have voted them, but in either event it's can be a high hurdle to climb. If there CC think that you are restricting the scope to recruit trustees, then they will reject it.

 

I have no vendetta. But I do have grave concerns about the repeated sequence of exclusionary behaviour by part of the board.


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I would advise the members of the L&B, or indeed any heritage railway, to vote very firmly against any attempt by incumbent trustees to give them the sole right to select new board members.
I am a member of another railway trust which recently changed its articles to disqualify anyone wishing to stand against the Trust's selections and this has resulted in some very poor trustee appointments which the membership has been unable to challenge. The reason Boards do this is of course to hold on to power and guard against a hostile takeover, though the latter is sometimes exactly what's needed.

 

There's nothing hostile here, @Widge - just as @35B has said, concern about the quality of the decisionmaking and the Board's apparent focus on internal politics and persecuting people who disagree with them, including (repeatedly) acting (well) outside the rules and then lying about it.

 

Surely the lesson of the sorry state of affairs is that the existing method of election to the board is not fit for purpose? I'd agree with Tobbes that grant funding ( and these days ORR confidence) are influenced by the composition of heritage railway boards. What's needed needed is a process that reassures those constituencies that there will be an effective cohesive board with the requisite skills and competencies. What appears to have happened with the current popularity based process is that a minority have been elected with the support of those, including one suspects many of the posters on here, eager to force a change of direction. It's always helpful to have some "disruptors "on any board. Differences of view and arguments are healthy . However in this instance there seems to have been an expectation that the disruptors would represent and be accountable to those that supported them. That came into inevitable conflict with their duty to observe collective responsibility and support the majority decision of their colleagues. If minority board members actively campaign against their majority colleagues the outcome is inevitable.
Boards should not be self perpetuating but there should be some method of ensuring that they possess appropriate skills and experience. Leaving that to the judgement of the wider membership alone risks election based on popularity with expectations that a charity like the L&B Trust can be run in the interests of its members or a pressure group. A skills matrix against which candidates' suitability can be judged is probably essential. An independently chaired nominations committee is a recognised method of assessing candidates suitability and would be likely to secure Charity Commission approval.

 

The job of the Chair is to forge a consensus amongst those the Members have decided to elect to the Board. The actions of Mr Miles and his friends has been to refuse to engage at all, and as a result, collective responsibility is a sham, as @Lineisclear must surely know.

Except, @Lineisclear, there is no campaign outside of the paranoid ramblings of some "the six" and their outriders. What the brave actions of the minority did in publishing the Minority Reports actually did was to expose the distortions, misrepresentations and outright lies of Mr Miles and Mr Cowling as it pertained to the purchase of the Old Station House Inn (OSHI) which has imported very significant financial risk into the Trust which ironically is exactly the outcome that the structure of the transaction was designed to avoid.

I agree wholeheartedly.

Oh dear, @Lineisclear - what a ridiculous strawman argument. Are you suggesting that is what is happening at the L&B? Do you have any evidence?

Fine, but where's this "independent" committee going to come from?

Under pressure in Lynton last May, Mr Miles promised an "independent" investigation into the allegations he and his friends had got up against Anne Belsey, and his version of an "independent" process turned out to be a process in which he and his friends sat in judgement initially and on the appeal against his own decision. Given this, it is hard to see how anything that would command wide support like this is possible, so the existing position of requiring candidates to get nominations from Members, with candidates able to make their case to the Membership seems much more preferable.

 

What is the CC Investigation and any idea what triggered it?

 

I'm not disagreeing with you. If it were an organisation to which I belonged I'd be concerned too. My point was, however, that this very valid discussion needs its own thread - perhaps "Lynton and Barnstaple - Governance"? As far as 'operations and development' go surely there must be some news worth posting even if it is only winter maintenance/carriage rebuilding etc.
Ray.

 

My understanding of this is as follows from the charity commission

Changes the Charity Commission needs to approve
The law does not allow you to change an unincorporated charity’s rules on:

• spending money or land held as permanent endowment
• paying a trustee or someone connected to them
• third parties having the right to nominate trustees or take part in other decisions

Ask the Commission to approve these changes before you make them. You’ll need to explain why the change is necessary.

If your charity is a company or CIO, you’ll need to get the Commission to approve ‘regulated alterations’ to its articles of association or constitution. These are changes to:

• your CIO or charitable company’s purposes
• what happens to its property on winding up
• its rules on paying a trustee or someone connected to them

You must get written consent from the Commission before you agree a special resolution to make any of these changes at a general meeting.

While the above may not be clear, only a fool would try to change the M&A's without consultation to the Charity Commission in the first place

 

Do you think "they" have consulted the Charity Commission (yet)?

 

...and if they do, will they not perhaps treat it like the Delphic Oracle and interpret its pronouncements as they see fit ? After all, they have form on this vis-a-vis the 2024 'AGM' .

 

Where’s Jackie Weaver when you need her?

 

It's less Delphic Oracle, @RailWest , than Peter Miles claiming to have followed CC guidance but consistently refusing to explain which bits of gudiance he is referring to. The net result seems to be what Mr Miles thinks he wants at any given time - cherry picking at best, pick a term for the worst.

 

An independently chaired nominations committee might secure such approval. However, the context of this particular dispute needs to be kept in mind, where "disruptors" have been actively kept away from positions of influence. In that context, it is hard to have confidence that this process would be other than a means of ensuring precisely the sort of self-perpetuating oligarchy you criticise.

I also come back to my own experience, as trustee of a charity which does have an independently chaired nominations committee that is used to find independent candidates for sub-committees of the trust. Three thoughts come to mind. The first is that "independent" is often a generous interpretation, and necessarily constricted. At the least, it does not prevent connected parties being nominated (I can think of one independent member of a committee I serve on whose spouse is a former trustee, and was well known to many at the time of appointment). In the context of a small organisation with a limited support base, it would be hard to find genuinely independent volunteers willing to give up enough of their time to be useful.

The second is that, as an elected trustee, (there is a small majority of elected trustees, with material influence from ex-officio and co-opted trustees), that nominations committee has no say on my eligibility. Once the basic qualification is met to be eligible, any candidate may put themselves forward, and contested elections follow an in-person hustings process. Skills are monitored, and particular skills may be encouraged - not least through use of the powers of co-option.

The third is that, as an elected trustee, I am subject to term limits - two three year terms. And if a replacement is not found, then the vacancy remains open - it cannot be filled other than by election.

Finally, I wonder whether, in the context of a charity, where a small number of individuals have retained control for a long period, a set-up that would entrench the power of those individuals might not fall foul of the personal interest requirements in charity law.

 

I doubt that simply being in office for a long time would create a personal interest that might require the post holder to stand aside. After all Trustees have to stand for re -election in accordance with the Articles ( normally one third of them retire each year but can seek re -election so their continuing in post is only possible with member endorsement. If that's what the majority of members have voted for it would be a strange requirement that their vote should be ignored.

I'm not convinced that mandatory maximum terms are best suited to heritage railways. Charity Commission advice is that nine years in office should be considered as time to retire but that could lead to loss of key competencies. For instance Trustees with accounting or legal experience and qualifications may be hard to find. Forcing out ones in post on an arbitrary basis may not be sensible.

Election processes should take account of voting procedures as well as who can stand for election. If, for instance, it's by a show of hands at an AGM that leaves the organisation vulnerable to capture by a faction (who may be more motivated to attend the meeting) and to proxy garnering. Ideally the procedure should be more democratic such as by a postal or electronic vote in which all the members can participate regardless of whether they can attend a General Meeting.

There is no one rule as to who can stand for election that is suitable for all charities. For instance those that exist for the benefit of users of the charity's services should include Trustees that reflect the interests of those users. Heritage railway charities are unusual in that they exist to benefit the public at large and are often significant businesses. Their need is for Trustees with the skills and experience to run a business. That's when a skills matrix identifying the skills needed can be useful together with a mechanism for assessing candidates against that matrix.