West Somerset Railway - Removal of the PLC Chairman and related matters

I'm not sure I can concur with your conclusion (above); here's why.

So I am (hypothetically speaking) a director of the PLC. After substantial reflection, I have decided (again, hypothetically) that Mr. Coleby either i) lacks the personal skills/knowledge/etc needed to guide the railway through its current troubles, or ii) the path he has chosen, and seems completely committed to, is destined to fail. (These seem to me the two plausible reasons, outside of some hidden malfeasance - of which there is no suggestion - why one could decide that he has to go. I have no idea if, in reality, either of these is true, of course. But I don't need to know that for this analysis.)

How do I now (again, hypothetically) proceed? He has to be replaced, of course - but there is no need to turf him out until the replacement is ready. Nothing unrecoverable is going to happen in the weeks that will pass while a suitable replacement is located and signed up. Any major change will come to the board, and if a bad move, can be blocked there. And turfing him, and leaving the organization head-less, will almost certainly produce worse effects than temporarily leaving him in place.

But this was not the way they proceeded, which is what makes me dubious that it was just a disagreement on how to retrieve the railway.

And doing it in a totally opaque manner, in an organization as a whole (not just the PLC) which is heavily dependent on volunteers, is also a bad move. (To the people who don't like 'washing dirty laundry in public': lack of a clear explanation, promptly provided, just invites speculation, etc. Look at the WSRA's recent action; because they were straightforward, no extensive speculation/comment resulted.)

In fact, the lack of a clear explanation, in that disgraceful and disingenuous statement, leads me to suppose that the reason it wasn't given is that it would be unseemly; e.g. the referral to the WSRA chair, or Mr. Coleby's reported opposition to 'mushroom' board co-options.

It was the above line of reasoning (although not given in detail) which led me to the conclusion that the existing directors were not 'fit for purpose'.

(As background, in a former life I have organized a 'palace coup' in a large volunteer organization, the IETF, which I feel gives me some insight into things like this.)

Noel

 

There has been a great deal of working together behind the scenes. Sadly a conciliatory conclusion has not yet been possible. Attempts are continuing. My guess is that an EGM of the PLC will be needed to get rid of the remaining block to full reconciliation. May the good guys win.

 

That doesn't sound like reconciliation to me, that sounds like sacking more people on a particular side of the argument, possibly without addressing any of the underlying concerns.

 

If only we knew who were the good guys?

 

Apparently medical staff in Australia no longer ask who the PM is to check on someones welfare due to the rapid change of those in the role.
Wonder in Somerset paramedics are asked not to ask any WSR related questions?

 

Peter. I think you will find that an EGM is now termed a 'special GM' ie all meetings are GMs. ( there
are no longer 'extraordinary' meetings )

Are you thinking that the Plc is subject to Charity Commission Guidelines (ie that ten percent of the
Membership can call a 'special general meeting') ?

A holding of ten percent of the shares in a Plc does not carry the right to demand a special general meeting. In
most cases I suggest a Board would say 'no' should a Shareholder (s) request a special GM and refer said
Shareholder(s) to the next AGM.

It is many years since I was concerned over individual shareholdings (ie in the Company I served) but the key
percentage was (and still is) 29.9 %. The point at which an accumulator of shares has to state their intent.

In brief, whether there might be a special general meeting of the WSR Plc or not, is entirely as I
understand current shareholdings in the WSR Plc, at the discretion of the Plc Board.

Michael Rowe

 

Are you quite sure ? Perhaps you are saying that the shareholdings of the WSRA and the WSSRT do not carry voting rights so could you elaborate please.

I hope that common sense prevails however...….

"An Extraordinary General Meeting (EGM) is any meeting other than an Annual General Meeting (AGM). The directors may call general meetings when they wish (CA 2006, sec302) and must call a meeting of members holding one-tenth of the voting shares or one-tenth of the voting rights request one (sec303 - sec304). If the directors do not call a meeting when so required, the members can call one themselves (sec305). If all else fails, the court can call a meeting (sec306)."

https://www.companylawclub.co.uk/law-on-company-general-meetings
You are correct that the term "extraordinary" is now no longer used however I am not aware that anything of relevance has also changed.

 

..... IF members holding 1/10th .....

 

You are quite correct, I copied the text directly from the original page behind the link. I will try to plagiarise more accurately in future

 

It's easy - the good guys are the ones who are going to be the next group of bad guys Peter says are ruining the Railway, six months from now...

 

Oops ! I made an error. The portion of shares required to call for a general meeting of a company is not 10% after all.

The relevant section can be found at http://www.legislation.gov.uk/uksi/2009/1632/made

If I may quote …….

Members’ power to require directors to call general meetings
4.—(1) Section 303 of the Companies Act 2006 (members’ power to require directors to call general meeting) is amended as follows.

(2) In subsection (2)(a) and (b), for “the required percentage” substitute “5%”.

 

This could be read to suggest that the recently deposed chairman was himself a block to full reconciliation which doesn't seem to fit with his One Railway mantra. This doesn't feel right but then so much about the WSR doesn't at present. Perhaps all will become clear soon and there will be a outbreak of peace and co-operation but I won't hold my breath.

 

Noted. Thanks.

 

Just back from 2 days working on the WSR and I find 9 pages?
I'll just confirm one thing and that is WSRA members are welcome to write to me if they have any concerns or view they wish to express using the WSRA e-mail address already supplied. As with all of those who have written so far I will write back to each of you individually and answer any questions as honestly as I can. The next WSRA trustee meeting is on 18th Sept. There is a brief statement from the WSRA and the Steam Trust which Steve has kindly published here.http://www.wsr.org.uk/news.htm#1563
Hopefully this will indicate we do support the "One Railway" concept and want to work in partnership with the plc.

 

Saddened to see things going downhill again, for the railway,i thought it had turned a corner and could look forward to a brighter future, leave the turmoil behind, i dont know wsr at all visited few months back and enjoyed my visit, great staff working for railway they love, just a shame the top isnt as happy or stable

 

Just catching up and feel I have to throw my twopenneth into the ring;-
1. So some members of the board have voted to remove their Chairman but it appears that none of those voting for removal have the backbone to stand for the position themselves - They all seem to want to hide in the crowd - Perhaps they are all scared of being the next target?

2. "The Board has established a working group, which includes the task of identifying a new Chairman." So you form a committee to make the decisions so whatever decision is made is the committees fault and therefore no individual is responsible for any errors? Sounds like the Civil Service is taking over.
And "...identifying a new Chairman."? What if they don't want to be selected? Are we going to see 'Wanted' posters with the selected victims face plastered all over it? Look out folks - It could be YOU...

I can't make up my mind which word is more appropriate, 'Disgraceful'? or simply 'Pathetic' behaviour?

 

In the past I have published my official email address here and encouraged open correspondance. Many have taken advantage of that.
I now have a new official email ian.coleby (@) wsrail.net.

Ian Coleby

 

I have been away for two weeks, hence the blessed peace, however my comment at this stage must be 'what exactly are the charges against Mr Coleby that justify his removal as Chairman and what exactly do those that removed him propose to put in place as an alternative way foreward?

 

There's a lot of people who would like to know what Mr.Coleby did, or didn't do, that were seen as grounds for his removal as Chairman. So far, unless I've missed it, the PLC board has decided to keep that to themselves.

The result has been the 9 pages, and counting, of speculation and other comments here. None of which, in my view, is helpful to the image of the West Somerset Railway.

 

The ‘working group’ thing sounds like they’re thinking of co-opting someone who isn’t currently on the board as the new Chairman.