West Somerset Railway General Discussion

Thanks

As I don’t have the Mem and Arts immediately to hand could you (or anyone else who has access) please quote article 117.

And the deadline? It would be a shame for the opportunity to pass for the WSR plc now that you have raised it.

The obvious step would be for the two charities, the WSRA and WSSRT to merge, simplifying the structure and creating a body with a clear controlling shareholding in the WSR plc. At a stroke that would create a clear structure with a supervening charitable trust and a subservient Operating company, which I believe to be the structure Steve @West Somerset Wizard favours and matches that of a number of other heritage Railways (Bluebell, Ffesiniogggggg, Swanage etc).

Robin
(Also a WSR plc shareholder, WSSRT member and WSRA life member.)

 

Whilst I empathise with the concept of the WSRA and WSSRT merging I cannot understand how a 15% share holding (and percentage wise decreasing each year) creates a body with a "clear controlling shareholding". My understanding is that at a typical Plc AGM the shareholding of the attending Members approaches this figure, (without any 'call to arms'.) This also ignores the concept of 'fairness' ie should, if it were realistic, 15% 'control' ?

I also have concerns wrt how such a position dovetails with the Plc role as operator and the responsibilities to the relevant authorities let alone the implementation of the SMS.

Sorry but I see this as an attempt by a very small few to take over the Plc. It is not the same as Mr Edge's long held belief that the Railway should be structured around an owning charity. (which I regret to say I have always placed in the how to get to Dublin category ie I would not start from here )

Michael Rowe (Plc shareholder, WSRA Member)

 

I seem to have provoked a spat. It was not my intention.

I'll just say this. ONE RAILWAY, something I think everybody can get behind.

 

Ian has kindly sent me a link to the Mem and Arts on Companies House website.

As I suspected, there is a 60-day minimum for nominations ‘unless reccommended by the Directors’.

I have been discussing this with Ian by e-mail this morning and my latest comment was:

‘Ian

It is therefore regrettable that the plc call did not come a little earlier, within the deadline, as the WSRA call has done.

However, as a practical lawyer, there is a perfectly proper alternative , provided for in A117.

A Directors recommendation can be conditional. You are free to say that if an application otherwise in accordance with A117 is received by date ‘X’ accompanied by, say, a 200 word statement explaining the candidate’s suitability for service as a Director which will be circulated to shareholders, the Directors would recommend that person for appointment, subject to the shareholders’ vote.

Happy to discuss with yourself, or Richard Maw, who I believe is now Co Sec’

Robin

 

Not sure where the spat exists? I’ve just been working with Ian to identify how his desire for more WSR plc nominations could be met.

Any constitutional changes could not/ should not be made without the fullest consultation with the WHOLE Railway in its fullest sense.

One Railway, I wholly agree.

Robin

 

Just to be clear, I favour a radical solution rather than control by shareholdings under the present organisational structure (it is this structure I want rid of). I'd expect a future charity-owned operating company to be more-or-less free to run the railway as it thinks fit within the policies/vision/mission as laid down (currently laid down by the Plc and in my futuristic vision adopted and laid down by a new charitable trust). I don't see it as being "subservient" and certainly not micro-managed by that new charitable trust. I also feel the new charitable trust, whilst it should absorb the WSSRT and WSRA, most certainly needs to be "new" and not seen as a WSSRT/WSRA takeover of the Plc, which is the last thing I want (or have ever wanted).

Steve

 

Robin - that's not quite the structure of the Bluebell. The operating body is the Bluebell Railway PLC. That company has an issued share capital, but somewhere in the region of 75% of those shares (thereby providing absolute control) are held by the membership society, the Bluebell Railway Preservation Society. The BRPS rules require that it always holds a majority shareholding (i.e. > 51%) in the PLC.

The BRPS is not a charity, supervening or otherwise - the charitable function is held by the Bluebell Railway Trust. The Trust does not hold any shares in the PLC (except, I believe, from time to time small numbers which it might receive as bequests from the estate of deceased shareholders; in those cases it normally I believe disposes of the shareholding).

The practical impact of that structure is that the roles of each of the three organisations are distinct and non overlapping. Essentially, the BRPS, as a membership body, sets the overall policy (the long term plan is a BRPS document). The PLC, as the executive body, operates the railway in way that meets the policy objectives of the members expressed through the LTP and other policy documents. Processes such as the SMS, being clearly operational in nature, are owned and managed by the PLC. The Society rules require the Society Trustees to ensure that "only persons approved by them are appointed Directors of the Company"; and that "Directors [of the company] do not remain in office after they cease to retain the confidence of the Society." In that way, membership society asserts control over the company, without necessarily micro-managing every company decision.

Fund raising is primarily done via the Trust, to support projects that meet the Trust's charitable objectives.

I've long held the view that the structure on the WSR could be rationalised, of which @West Somerset Wizard provides one model. They rationale to me though is not so much about how many bodies exist, but rather ensuring that the separate functions of policy ("What sort of railway do we wish to be?"); operating ("how do we deliver that railway, safely and sustainably?") and fund raising ("how do we pay for any shortfall between long-term costs and revenue?") are clearly defined and distinct.

Tom

 

Still sounds mighty complicated to me. I have to admire though, the Bluebell's ability to raise funds.

Paul H

 

It reads to me as a good healthy discussion, no toys being thrown or dummies being spat out of the pram. The "one railway" is working well with excellent relations between the different groups.

 

http://www.wsr.org.uk/williton-review-april-2018.pdf

Good to see that sense seems to have prevailed and at last everybody will be getting round the table to talk about the future of Williton.

On a slightly related note, wasn't it just a few months ago that there was an announcement about bringing Thornbury Castle to Williton for restoration? Does anybody know what has become of that?

 

Perhaps spat was too strong a word. I apologise. (As long as everybody plays nicely.)

 

I thought it had gone a bit quite on the WSR thread, I thought it cant keep on like this someone surely will light a fuse soon, and low and behold bingo of we go again.

 

Tom's brief description of the Bluebell set up is most welcome and could go a long way to realigning (no pun intended) the WSR if it needs realigning. Since retiring as a plc Director I have concentrated on restoring wagons. I have been working with all aspects of the Railway, namely plc, WSRA, WSSRT, DEPG, S&DRT and Restorations. I have found them all very quick to join in and assist where they can, as an accolade to modern progressive problem solving, quickly finding solutions to what were once insurmountable problems. I am perhaps very old fashioned at almost 70 years of which almost 50 have been with the WSR but the main criteria we are fostering is 'where there is a will there is a way'. Lets keep up this good work and keep moving forward. There will be changes, disappointments and minor catastrophes but in the end the Railway will get better and better.

 

My understanding is that all options for Williton will form part of the work that Ian Harrison is leading. Hopefully all will be come clear by late Summer. Note: that's not everything finished but at least a clear and agreed way forward. I don't think Ian is a major contributor to this forum but I am sure all significant news will appear on Steve's site. http://www.wsr.org.uk/ as the project progresses.

 

No "bingo" if you read the joint statement. This time just a determination by all parties to do what is best for the railway.

 

The Ffestiniog example is also interesting as this is of course controlled by a self-perpetuating undemocratic body (I say this as a matter of fact rather than pejoratively), the membership body being a supporting association (but a pretty good one). Arguably this model has contributed to the railway's/railways' success. But rather than re-arranging the deckchairs, I think the issue the WSR as a whole needs to grapple with is how to raise the funds over and above the operating revenue to fund capex, development and renewals. As part of this, now that the WSRA has admitted it is the principal supporting body, it needs to up its game in terms of financial contribution.

 

Mmmm ok, early days yet!

 

I refer you to the post my good friend Faol made earlier.

 

You'll note the WSRA in agreement and with the full cooperation of the WSR plc has already embarked on this course as evidenced by our HPC bid. This is what we will be seeking to do more of as well as focussing on our more traditional fund raising activities. Grant assistance from awarding bodies is something we have not been good at tapping into in the past and it's our intention to change this. I can tell you it's a massive learning curve not to mention a huge amount of work but we are getting there.

 

If you are looking for fireworks here, I reckon you might be rather disappointed. I'm sure you'll accept we can discuss things, including our different views, without resorting to verbal fisticuffs

Steve