West Somerset Railway General Discussion

Absolutely true.

I am just wondering if @WSR_6960 can actually point to posts where people had lectured Steve, or if this is just a wild accusation.

Keith

 

You are of course right, however people here have to refer to a 'corporate entity' such as the PLC otherwise it breaches forum rules and people here (no names, no pack drill ) report posts and the MOD's have to remove them, an example of this happened only the evening before last when a poster mentioned somebody by name and (allegedly) one of the people who repeatedly say 'don't talk about things in public' reported it. It is a pity that people can't speak more freely in a country with free speech but I do understand it needs to be this way and I do understand the Mod's have a very difficult task.

You are also right about how easy it is to cure all of this: In my opinion some people have to go, they have had their chance. Some have done some things to alienate the community and the WSR Family, some have done nothing and some have said they are going to do something and then done nothing. The net result is where we are today, we are not sure if there is a railway that can be opened, upset people ranging from Schools and MP's through to Volunteers who have put their lives into the WSR and legal threats a plenty toward people who just wanted to support the WSR with their time and/or money.

If some people left today and some more people came in then 'the PLC' as a legal entity as you rightly say would still serve as it is, if the two charities and the PLC had people who worked together as a team all following their members remit the structure wouldn't stop a recovery. The structure does need changing and this is being rightly pushed to force change so it would help toward a sustainable future so I'm not condemning it because its a route to stop a small group of people ignoring all and staying in power, but is there time to do that before the money runs out and is there a quicker way in the short term? The company responsible for ensuring the railway operates is being very tight lipped about the exact financial state, it doesn't seem keen to tell its Shareholders how close to the edge it is, so everybody other than a small group of Boards members are totally disenfranchised from their railway.

I'll repeat your words to the people of the WSR if you don't mind. "Its in YOUR hands to do something about this". If you feel the WSR is worth it then do something about it, lobby the charities, write a letter, make a noise, go on strike, write to the Cllr who is asking for views, send a postcard, whatever, or of course it may genuinely be that people are happy with the way things are going in which case support the PLC or just let them carry on as they are and trust them. But please don't leave it to others to sort this out and please don't think the current people "are the only game in town" and "it will all be great if you just leave it alone and stop talking about it" there are other options if you want them.

It would be a great pity if the PLC went bankrupt (I don't know if it will so this is speculation) and the PLC's assets were spread to the four winds and SCC & WSRA were left to rebuild from near scratch or not bother and let the cyclists have a great new route to use, then people say: "bugger, I wish I had spoken out sooner".

 

That addresses one issue, but doesn't by itself resolve the underlying issues of control and authority. Without both other structural and cultural changes, all it does is to transfer power and control from one effectively unaccountable body to another.

While I fully support the use of a charitable structure to exert control (I don't go as far as 100% of voting shares, but that's detail), the question of how the membership at large control the direction of the charity, and then how the charity exerts that control over the plc, and then how a feedback loop operates to allow the membership at large to respond to those decisions, is also very important. Recent history at the WSR, where the effective impotence of those members without taking extreme measures is a telling example of how, once a particular faction take control, they can be both impervious to wider opinion and disproportionately difficult to eject from power.

I'm an armchair member of 3 "major" preserved lines, all of which have variants on the membership body/charity/plc structure. From what I see in their publications and online, none are perfect. Two of these (Bluebell, NYMR) exhibit tensions between the commercial and "heritage" aspects of the railway, bridging the very different demands of their heritage obligations and needs to serve the public. One of these embraces it's heritage and showcases it, the other if anything downplays it. I find it of note that, from the armchair, the one that showcases it's heritage is also the one that, judged through it's publications, has the most developed culture of control by the membership.

I don't suggest the WSR should make itself a clone of either - that would deny those of the WSR the chance to create their own culture - but I suggest there are pointers to consider as those involved with the WSR consider their response to the report.

 

There is another aspect to this situation of which, I must confess, I was not really aware until recently.

At one time I had the privilege to be a Trustee of a heritage railway 'educational Trust' and I know that the Trustees took great care to manage the Trust in accordance with the wishes of its members. Of course, we could never please "all of the people all of the time", but in general I think that we did a reasonable job. However, I think it would be fair to say that the organisation had become a Charitable Trust some year previously mainly for the financial benefits that ensued such as Gift Aid, tax benefits, ability to apply for grants etc.

However more recently (after my time there) it would appear that some concern has been expressed about the fact that in some cases it might appear that the Trustees have made decisions about the Trust's direction and activities based far more on the 'wishes of its members' than in the discharge of it charitable objectives to 'educate the public'. To give a very simple hypothetical example - the members of the 'new' WSR Trust might vote to have all locomotives and rolling-stock painted in a livery consistent with (say) the late GWR era, whereas it might be the case that the Trustees ought actually to apply liveries consistent with the period when such locos and rolling-stock were first brought into service as this will better 'educate the public' in the history of railways. So maybe then the Trustees would have to over-rule their members' wishes?

 

Many, many years ago the SVR had a rather self important, dictatorial chairman of the plc - ex Headmaster, MP with a fleet of cars with number plates all starting with NAB, who also insisted on doing things his own way, including potentially selling off Bridgnorth to developers and using Eardington as the end of the line. All without informing anybody what he was up to ! He also consistently ignored working members views, for which he paid the ultimate price.

The story makes very interesting reading.

You can't run a large Heritage Railway without the support of Volunteers.

There is a very clear way this matter can be bought to a head if the working members are minded. There is more than one way to skin a cat !

 

There is a very clear way this matter can be bought to a head if the working members are minded. There is more than one way to skin a cat !

Now there's a thought ..... but would 'they' notice if there was withdrawal of volunteer labour ?

 

Any true supporters of the WSR should make themselves really aware of the SVR and their Nabarro experience in the early '70s.

 

There is an article on Nabarro on the SVR Wiki for anyone interested.
https://www.svrwiki.com/Sir_Gerald_Nabarro

 

The WSRA ~2m shares
WSSRT ~1.9m shares
S&DRT ~5000 shares
DEPG ~184000 shares
out of 24.1m
So about 17% of the plc shares

That must be enough power to do something, if the groups were interested.

 

The model that seems to work the best in the Heritage Rail sector is as follows;

a plc/ltd co operate the services, sell the tickets etc (it may also hold the assets like the freehold, coaches etc)
a membership body/charity own a majority stake in the above
volunteers to the OpCo have to be members of the membership body

Directors of the OpCo are voted in by shareholders
The MemBo, by being a majority shareholder, have cross-board Directors
The MemBo Directors/Trustees are voted in by members

So you've created a circle - member/volunteer > MemBo > OpCo > volunteer/member

 

On this day - 9 July 1856 - the First Public Meeting was held at Williton with Sir Peregrine Acland in the Chair, and Isambard Brunel in attendance. Read more.



And they did it all without social media

Steve

 

deleted

 

I'm familiar with this, and agree with you on the structural logic. My observation is that this relies on people and behaviours, and has limits to its effectiveness - hence my reference to culture.

 

I'm surprised she didn't mow down Nabarro with the pump trolley. I see he had a penchant for tacky personalised number plates, wanted locomotives too heavy for the line, made references to "my railway", caused mutterings in the ranks of a dictatorship, made operational decisions without consultation, dismissed senior paid staff who challenged him and didn't listen to volunteers.

What a ghastly individual.​

 

It could have all turned out rather differently had my mother mown him down with the pump trolley she was using whilst rebuilding the down platform at Arley during the 1970's...

 

Massive ego I think (sound familiar?)

 

Sound familiar ?

 

It feels a bit like a chicken and egg problem. In the same way that the ideal setup described above is both a result of and perpetuates the right culture, on the WSR the setup sustains the culture. Difficult to know how to get around that without some sort of intermediary stage.

 

That's a very helpful posting based on practical experience. It highlights the tension between the statutory duty of Trustees and the expectations of the members, especially working volunteers. The duties of Directors of a company are laid down in company law but are basically to run it in the best interests of shareholders which as assumed to be a financial return on their investment. The duties of Charity Trustees are also prescribed by charity legislation. They have to run the Charity to deliver public benefit within the specified objects for which the Charity exists. Railway heritage per se is not one of the recognised charitable purposes which is why education of the public and museum status are frequently adopted as heritage railway charity's primary purposes. Their Trustees are responsible for achieving them and accountable for that to the general public and the Charity Commission.
On the other hand members of heritage railways, and especially their all important volunteers, often assume that directors and trustees should run the railway primarily in accordance with the wishes of the members/volunteers. That often reflects such railways' origins as democratic members' preservation societies. No one in their right mind would suggest managing a substantial heritage railway via an unincorporated society. The personal liability of those in the hot seats would be unlimited without any right of recourse against either their colleagues or the railway. That's why, after the initial start up phase, heritage railways became incorporated as companies or charities. The benefits of limited personal liability make incorporation essential. However the downside is that as soon as the erstwhile members' preservation society becomes incorporated, in either form, the democratic control and accountability to members is replaced by the statutory duties. It's something many committed supporters find hard to accept. It comes as a shock to discover that, even if a majority voted for a policy at a Charity EGM or AGM, the Trustees would be duty bound to ignore that decision if they reasonably believed it was not in the best interests of the Charity.
That at least is the legal position. However heritage railways are not like normal companies or many charities. They depend on the goodwill and support of their members and particularly on the dedication of their volunteers. So the unenviable task of their directors and trustees is to find a balance between their legal duties and the interests and concerns of their organisation's members. It's a very difficult balance to get right. Ignore your members and volunteers at your peril whilst at the same time complying with your legal duty to make decisions they may find objectionable. As has been highlighted different heritage railways will find that balance in different ways depending on their particular circumstances. Some, especially shorter lines, will find it easier to accommodate the heritage emphasis their members seek. Others, with the huge annual capital burden of miles of infrastructure, may have to focus more on running a viable business capable of funding its obligations to shareholders or the public.
There is no one size fits all. getting the right balance for your railway's individual circumstances is what matters.

 

Just for absolute clarity on that (and it picks up on the point made by @RailWest and others about conflicts of control of a charity between a membership and the charitable duties of the trustees).

In the Bluebell setup, the membership body (the BRPS) is not a charity. It owns the majority of the operating company, and there is a requirement that that ownership is always a majority, and that directors of the company "retain the confidence of the society".

Our charity, the Bluebell Railway Trust, is an independent body, and isn't a membership body.

In practical terms, the Society (BRPS) sets strategy; the Company (plc) delivers that strategy to the best of its ability; the Charity (Trust) provides funding within the limits of its charitable articles. That setup does remove any suggestion that the charitable articles may be at variance from the desires of its own members, since the charity is not the membership body. It also means there is no confusion over the charity owning shares that neither pay a dividend nor assist in delivering the charitable objectives by virtue of majority control, since the Trust (charity) has no shares in the company - if for any reason it acquires any, for example as a legacy, it swaps them at par with the BRPS, which increases the BRPS shareholding and in return provides cash to the charity.

Everything operational, and everything relating to paid staff, is bound up in our company; neither the Trust nor the Society has any paid employees, nor any premises as such, so they have fairly negligible unavoidable outgoings and therefore everything raised either as subscriptions (society) or donations (trust) is available as financial support for the railway.

Assets are split primarily between the Company (freehold land, infrastructure, buildings, most locomotives and most of the rolling stock) and Trust (a couple of locos and a few carriages, plus the museum collections).

Even if you started from a blank sheet of paper and goodwill on all sides, there is no perfect solution to structure. What our structure does achieve though is to ensure that in essence the operation of the railway (and compliance issues) are entirely bound up with the company; the strategic direction (what sort of railway we wish to be) is entirely bound up by the membership; while there is a charity to provide grant funding, but which acts within its own charitable objectives and isn't structurally beholden to either the company or the membership, preserving the freedom of action required of the charity trustees. It also means the membership body can provide direct revenue support to the company, which it does by means of converting money raised through subscriptions for shares, since it is not restricted by charitable limits. In exchange, members get benefits (travel and shop discounts etc) that are in essence a benefit of membership of the society but a "cost" on the company.

Tom