According to its website, the Charity Commission has a regulatory role to ensure that charities are accountable, well run and meet their legal obligations and objectives for public benefit. It strives to ensure that the public can be confident about giving their support to charities. Two of its three priorities are to develop:
- public confidence in the charity sector
- the sector’s compliance and accountability
In March, campaigners for the reinstatement of the mallard to Sir Nigel Gresley’s statue submitted a complaint to the Charity Commission concerning the recent conduct of trustees of the Gresley Society Trust (GST) (charity number 1081581) both towards the public, and at their 2015 AGM. It contends that the trustees’ conduct seriously undermines public confidence in charities and should be investigated.
Some of the issues raised concern breaches of Charity Commission ‘Best Practice’ guidance, while others involve the more serious contravention of the Companies Act 2006. Together, they indicate corporate mismanagement of the Gresley Society Trust by trustees bent on defending a simple decision made at a committee meeting in early 2015.
That decision was to alter the design of a statue of Sir Nigel Gresley (due to be unveiled at King’s Cross on April 5th) that the GST had commissioned, by instructing the sculptor to remove a mallard duck that was to stand at the feet of the famous LNER locomotive engineer. A trivial matter, on the face of it, but one which has aroused a great deal of debate not just within the Gresley Society but in the regional, national, railway and third sector press, local and national radio, television, and on social media. An online petition calling for the mallard’s reinstatement has over 3,200 signatures (representing six times the membership of the GST).
Since March 2015, we contend that the Gresley Society trustees have:
1. Influenced the outcome of 2015 AGM by:
- failing to comply with the law on proxy voting (which they have partially admitted)
- subverting the process for the election of trustees
- withholding the membership list from members to prevent them contacting one another
2. Made a series of false claims in an attempt to justify their actions (eg this one)
3. Acted disreputably towards donors
4. Publicly insulted those who disagree with them
Conduct of trustees at the Gresley Society AGM
The 2015 AGM was held at Friends’ House, Euston on December 5th 2015. Certain actions by the trustees’ (pictured) before and during the meeting, it is contended, were calculated attempts to deny free and fair voting at the meeting, and to get three existing trustees re-elected whilst preventing new trustees from gaining places on the committee. These actions were successful.
In advance of the AGM
1.1 Notices of the meeting failed to mention that there were a number of vacancies on the committee, nor was there any call for nominations.
1.2 Notices failed to mention members’ rights to vote by proxy (under the Companies Act 2006). The Vice Chairman admitted this when it was raised at the meeting, and again in an interview with Steam Railway Magazine in January 20162. This breaches s325 of the Companies Act 2006.
1.3 One of the trustees attempted to canvas proxy votes for his own use by contacting some members in the days before the meeting. In one canvassing email, the trustee concludes “It could prove crucial at the meeting.” This breaches s326 of the Companies Act 2006.
1.4 The trustees repeatedly refused to provide members with a membership list, which meant they were not able to contact one another in advance of the AGM (to arrange proxies, for example). This breaches s117 of the Companies Act 2006.
The reasons given for the refusal changed as time went on, vis:
i. The unavailability of a list in a “suitable format which can be circulated”. The Membership Secretary said in an email on 19.9.154 “The last such booklet was distributed to members in June 2008 and I regret I have not got round to replacing this with up to date information.” If true, this would appear to be in breach of s114 of the Companies Act 2006.
ii. The illegality of providing a list. The Chairman said in an email on 18.9.155: “Your demand for [a] membership [list] is asking us to act illegally, we cannot supply this information without the prior permission of members.”
iii. ‘Legal requirements’ for requesting the list. The Chairman said at the AGM and again in an email on 5.2.15: “To have a membership list you have to meet several legal requirements and one will be supplied when you comply with them, and not before.” The Chairman was asked at the AGM what the legal requirements were. He replied: “It’s not for us to tell you; you can find out for yourselves.”
During the AGM
1.5 During the meeting, the chair ruled that 26 proxy authorisations held by a (pro-duck) member, were inadmissible, in breach of s327 of the Companies Act. When challenged, the chairman explained that the member had not declared the authorisations before the start of the meeting, saying ‘the rules on this are quite clear’ (which they are, but the declaration need only be made before the vote, not the meeting).
1.6 Five of six nominations to the committee were ruled out of the election of trustees for unexplained ‘technical’ reasons. The chairman said the membership would be balloted (by post) on these nominations once the technical issues had been resolved. This has yet to happen, four months later.
1.7 Three trustees retired (by rotation) at the AGM and all stood for re-election. They were elected en bloc in breach of s160 of the Companies Act 2006.
The Charity Commission’s priorities – of developing public confidence in the charity sector, and accountability and compliance – would seem to make this complaint against the Gresley Society trustees worthy of the regulator’s urgent attention.