WSRA Trustee Election Hustings

Agreed! But always remembering the governance pillar, such that the PLC as operator, the Association as member body and Trust as charity use their individual strengths in common purpose for the benefit of the Railway as a whole.

Tom

 

Exactly what a charity can, or perhaps more importantly can't do, depends on the wording of their memorandum and articles? The Charities Commision are becoming increasingly concerned about how some "charities" are stretching the to, and even beyond, the limits. I am not suggesting the Bluebell line broke the rules however I do believe that the WSRA rules do act to the detriment of what their founder's objectives were.

 

I don't understand why the association needs to be separate from the charitable trust. What is it about being a membership organisation that is at odds with also being a charity? I can think of many examples where this does not cause conflict, and in the case of WSR fewer organisations are needed not more.

The example Robin gave about the BL loco-shed also doesn't entirely make sense to me. I am confident that properly structured it would be possible for the WSRA as a charity to fund such a building even if it is operational. Again there are many examples of this up and down the country.

Don't get distracted from the central point of all this.....the WSR "family" needs to work out how to get along. Worrying about the creation of further complexity at this point is potentially dangerous.

 

If the WSRA were to lose charity status would the charity have to sell the assets it holds at a market price.
To me of the charity was to go down this road then the caliber of the trustees would have to increase.
Where are the people with the skills and time to sort this out do the people who are nominated given the comments on here think the company
Sec is upto the job given her reluctance to answer email and general feeling amongst the working members.

 

Having been out last night I sat down for a long read at breakfast this morning. It seems that the plan for the moving forward is beginning to take shape and it only needs a structure and we are nearly there. So how about something like this:

Over Arching Charity Owning All Assets and Freehold
Operating/commercial department as a wholly owned commercial company running the railway and all its commercial activities
Membership department charged with recruiting
Fundraising department charged with all aspects of raising grants and finance
Friends United department supporting and assisting all the friends groups
Trading partners department interface with all resident groups who see the railway as home
Finance department managing the monies
Personnel department managing the workers (volunteers and paid)

Perhaps I'm a bit naive but this is remarkably similar to the start up committee that started the railway in the early 70s except there was no overarching charity. It consisted of a chairman, treasurer, COV (volunteers), CME (engineering), membership secretary (that was me folks), secretary, fundraising expert,

Food for thought maybe now lets watch the existing group supporters agree and try for the position they want, lol.

 

I think that this crisis - and I consider it a major one with lessons for the heritage movement in general - has highlighted the fact that the role of Trustee is no longer suitable for the "gifted amateur" and the growth of the heritage lines' scenario of "playing trains" has now evolved into major business concerns dealing in a whole different world of business and legal requirements.

Such an environment calls for levels of professional expertise (and ethics) that somehow seem far removed from the present personnel entrusted with protecting the organisation - in this case the WSRA. The more I read through these postings the more I feel that the WSRA has GOT to change its ethos either by electing ethical trustees or by accepting that it has no future and needs to start again in a body with well defined aims and personnel dedicated to upholding them as part of their contribution to the success of the PLC.

That is not to say that other bodies are without fault but the future can only be protected by ALL parties looking at what has happened in the past, identifying where they want to go in the future and re-organising themselves now to follow that pre-determined goal.

 

Consider the case of the S&DRT, which is also a charitable trust. Its very name, and the origins of the society, make it clear what its original and primary interest was/is, namely the S&DJR. However its charitable objects, as defined in its Constitution, are of a more generalised nature, although saying "....in particular, but not exclusively, the S&DJR..." {my emphasis}. I was told that this form of wording had to be adopted, as otherwise a concentration on one specific railway would not allow it to become a charity. (Whether that was/is correct, I can't say, I'm merely repeating the advice that I was given at the time I questioned it.) The same would seem to be the case now with the WSRA.

Whatever the rights or wrongs, and benefits of otherwise, of being a charity, I feel that the above sort of approach is not just wrong, but plain daft There are many societies which are essentially "line history" groups and they go along doing a very good job in recording and promoting specific railways, unhindered by any need to 'diversify' into wider areas simply to meet the all-encompassing requirements of charitable status. Why should the supporters of one particular railway not be able to do the same? By all means have the education of the public in the wider UK railway scene as a whole, but surely there are enough 'general interest' groups/museums to cover that aspect already? 'Special interest' groups surely can do just as a good a job, or even better, with regard to their own area of interest, so why should they be treated differently?

Do the WSRA members, especially those of us who came together in the beginning to save and support the old Minehead Branch, really want to have part of our subscriptions, donations etc diverted into (a) promoting other railways and (b) the administrative costs associated with that element, rather than all going towards what is surely the primary goal, the WSR? [ Having said that, I am not suggesting that in effect we 'strip out' everything which is non-WSR altogether. Otherwise then (for example) the excellent Gauge Museum would have to lose quite a few exhibits and I doubt that you could fill it with only stuff from the Minehead Branch, so it might then lose its appeal as a visitor attraction, which would be self-defeating. ] I would welcome any moves to re-examine the whole status and ethos of the WSRA from basic principles, even if - at the end of the process - the conclusion were to be to remain with the status quo.

 

I would doubt it was a requirement to allow it get charitable status, more likely it was to avoid someone saying that the charity was acting beyond its remit by, say, providing support to the WSR.

 

Blimey - a lot of "action" on here between 10:30 pm yesterday and 10 am today!

Firstly, I would say Faol's proposal is the "perfect world" one - not free from the opportunity for conflict (especially as there will always be one or two who thrive on such things and are even involved largely to gain pleasure from causing trouble - I would add I am NOT pointing this particular finger at anyone involved in the West Somerset!). The fact it pretty closely follows what we have on the NYMR may make me biased - but also very much aware it isn't perfect.

A charitable Company can go bust just like other Companies, and it can still sell assets but the entire existence of a Charity and, as recent posts have made clear, how it sticks to its stated objectives, is much more regulated than for commercial companies and hence does provide protection.

However, I do feel Fred's point is very well made - and does not just apply to charitable companies either. The world in which we live in means that Trustees/Directors take on a lot of responsibility and I wonder, across the whole movement, how many realise just what they have taken on and how many would, in their heart of hearts, have to admit they are somewhat out of their depth. However, this need not be a barrier to "ordinary people" acting as Trustees/Directors, as long as they recognise that in certain areas they will need advice either from other Trustee/Directors or external advisors. (And many Directors bring their own expertise in areas such as Engineering, Operations, Education and Conservation). Whilst this may cost money (as noted on another thread about legal fees), most professionals would tell you some cost to get it right to start with is usually much cheaper than what it costs to get things sorted when they have gone wrong!

I do think what seems to be a reasonably widely held view of Charitable Status and the restrictions it applies is at best incomplete. As Tom has pointed out, "heritage" is now an allowable Charitable purpose and we have amended our Articles on the NYMR to say:

The Objects of the Trust are to educate the public in the history and development of railways by:

1) the preservation and operation of the historic and scenic railway line across the North York Moors between Grosmont and Pickering , North Yorkshire, including the preservation, conservation maintenance and repair of

a) heritage locomotives and rolling stock,

b) heritage railway buildings, bridges and other historic railway structures,

c) heritage signalling systems,

d) railway archives historical records and artefacts, and;


2) the operation of heritage trains over both the railway and other third party owned or controlled railway lines wholly or partly within North Yorkshire and over which such third party has authorised the Trust or its subsidiary to operate such trains

Hence, still retaining the main Charitable Aim of Education but emphasising heritage aspects also.

The key is not only in the drafting but also in the understanding of the Trustees. Does a proposed action deliver or support delivery of the Charitable Aim? Does it allow development of Commercial Activities to increase funds available? The answers are also a matter of presentation. Look at how some Lottery bids are accepted and other not - when from a brief summary they look similar. The key is how the background and benefits are presented. Using Robin's loco shed example, if the WSRA had a similar Aims clause to the NYMR, improved locomotive servicing facilities would certainly support the principle means of delivery - the preservation and operation of the railway line. Robin's description also suggests an attempt to build a reproduction of the short of small sub-Shed that would have been possible at a Station like Bishops Lydeard - indeed, a reason for WSRA involvement may be to achieve such a shed as opposed to something modern, functional and cheaper. This too could be seen as educating the public by ensuring that where non-original features are provided, they are provided in keeping and with suitable interpretation to allow the public to understand what they are seeing and why it is as it is.

I accept that the fact the WSRA doesn't own the Railway is a difference, but would be interested to hear from Tom how the Bluebell gets around this - and I know of at least 2 other major players where there are Operating Companies, Membership Organisation and a supporting Charity.

I suspect the nervousness about what the WSRA can and can't do may be a symptom that suitable advice and experience is not being sought or heeded. We have started a series of Trustee training sessions on the NYMR, using external specialists and yes, hence with a cost, but ensuring Trustees are properly equipped and informed for their roles is only fair to both them and the wider organisation.

I know of a major heritage railway in the UK (not the NYMR and I am not going to name it) that has recently had to undergo a major structural change once a Director who fully understood the existing set-up realised how exposed the Directors - and members - were and I understand it was not cheap. However, the result is an organisation much more secure against the uncertainties and risks of the modern world.

The West Somerset Railway has clearly reached a point (and I suspect other may follow) where some change is essential to how the various parties that make it up sit and hence work together. Much of the talk has been of how the present structure can be improved by minor changes. The situation also seems to be an opportunity to consider more radical change, which won't be easy, will have legal and professional fees as a cost but certainly seems to offer the opportunity to improve the structure and perhaps provide exactly the sort evidence to the SCC that the structure will then exist that is suitable for them to pass on the Freehold. Given the animosity past actions have caused, such a solution would probably see effectively "brand new" organisations, with little in common with existing ones than legal status, in a number of positions.

Before deciding "more of the same", then I would suggest that this option does need examining carefully.

Steven

 

>>>....Trustees/Directors take on a lot of responsibility and I wonder......how many realise just what they have taken on and how many would......have to admit they are somewhat out of their depth.

Indeed. I was invited once to become a Trustee of a (railway) charitable trust, but I declined for very much the reason above once I appreciated the implications and risk.

IMHO in the 'modern world' any new Trustee needs proper induction into the background, responsibilities and operation of his/her new post. It is a far cry from those distant 'early days' which Faol and I remember, when a few like-minded souls gather in a room and elected/nominated/volunteered for task such as Treasurer, Secretary etc. The problem then can be that, of course, by the time a new Trustee has gone thru' the induction/training process and is 'up to speed', the time for re-election may be fast approaching and they have decided not to stand again :-(

Certainly Object 1 of those for the NYMR set out above are much more in the flavour of what I would prefer to see for the WSRA than the current "all things to all men" approach.

 

On the point about charitable objectives - isn't the duty on trustees to ensure that everything they do is within the charitable objectives? That's not quite the same thing as saying they must do anything they are asked that meets those objectives!

As an example, I drew attention to the fact that as currently written, the WSRA objectives would allow the charity to support activities on other railways in the West Country. But that is not the same as saying that they would therefore necessarily do so, since ultimately the Trustees would consider all proposals on their merits. So (hypothetically) if the South Devon Railway came cap in hand saying "can you support this project - it is within the scope of your objectives to support railways in the West Country", the Trustees can just turn them down: there is no requirement to support each and every project even if technically it is within scope.

On the other hand, if the objectives are too narrow, clearly there can be a problem that a worthwhile project may not be supportable - which seems to be a point of contention with e.g. the Minehead water tower.

It seems from reading this thread that the former scenario has lead to disquiet (because theoretically the WSRA is not bound to limit its support only to the railway that runs from Minehead to Norton Fitzwarren) but it is the latter scenario that is actually operationally causing issues (because the Trustees are struggling to decide if particular objectives that would be beneficial to the railway are actually in scope of the charity). Which suggests to me that having more widely drawn objectives is probably preferable to having more narrowly drawn ones.

Incidentally, I suspect if you took the objectives set out by Bean-counter and replaced all references to "North Yorkshire" "Grosmont" and "Pickering" with "West Somerset", "Norton Fitzwarren" and "Minehead" you might not be very far away from what is desireable; and it would also mean that possible future projects - even very remote aspirations - (such as running WSR services into Taunton) would naturally fall in scope without further changes to the objectives

Disclaimer: I am not a lawyer.

Tom

 

There are some really useful suggestions now coming to the fore. I hope that the guys and gals who are standing for election are reading and considering. In a previous life I was a Director of East Bristol Enterprise, under the Prince's Trust. It was a huge responsibility regenerating employment in an area where male unemployment ran at 70%. Despite being an area manager of one of the countries largest service industries I was still put through 10 days training. When I joined the WSRA as a Trustee I received less than 5 hours.
Professionalism from a business world didn't really exist. Part of the problem is very few people are really skilled in selecting/recruiting people for top jobs and I have noticed this is particularly prevalent in the heritage railway movement. Therefore you get board members/trustees/directors who are good friends, have a good working knowledge of how the trains run but have a serious shortage of what I would call business nouse. Take a look at the backgrounds of the WSRAMAG people and you will see business skills sets which go back into industry/commerce and you will see they have their heads screwed on correctly. Sadly the same cannot be said for the majority of the WSRA trustees.

 

If what is now the WSR were starting again, as in the 1970s, FAOLs proposals in post 345 would have substance. Forty years on, it is a different situation, and we all have to work within that to improve the organizations now existing, and ensure all groups work together to the benefit of all. Both PLC and WSRA are twin siblings arising from those early days, and should be mature enough to have avoided what many outsiders will see as a childish squabble. . The revitalized post AGM trusteeship has such an opportunity, and the WSRAMAG discussion document has much to commend it, and largely reflect my views on change within WSRA.I agree with Faol's comments on the professional expertise available within WSRAMAG.

Clearly, the Association must take part in and contribute to the ongoing PLC stakeholder discussions to form their own rolling development plan for the years ahead for both themselves and their Promotions activities. After expert charity legal advice and that from the Commissioner ,it maybe then the aims/articles can be rephrased to enable a broader contribution to the railway, for approval by its members.

 

>>>When I joined the WSRA as a Trustee I received less than 5 hours......

Which was probably 4 hours and 55 mins more than you would get in some places

But to be serious again... Even if - hypothetically - the WSRA got rid of all the 'Promotions' and other commercial-like activities and just went "back to its roots" as a "supporters' group", it would still need to be run in a professional and business-like manner. The days of just sitting around the kitchen table with a pile of envelopes and a mailing list, 'stuffing' and sticking on stamps, have long gone.

IMHO it all comes back to the fundamental questions of:

# what is the WSRA actually for?
# what is it really required to do ?
# how best will it achieve that ?
# what else may it need to do to support and sustain that activity ?

(not necessarily a comprehensive list)

and, perhaps most importantly of all under the current circumstances, how best to get itself into the situation of being able to decide, and then act on, the answers to all the above?

 

It has been very revealing to read the various posts on this forum ahead of the forthcoming WSRA AGM. The opinions expressed are various and variegated. But there is an almost unanimous refrain; change to the WSRA is required. The development of better relationships between the Association and the various other bodies to the West Somerset Railway, not least the plc, are key to that change.

We, four members of WSRAMAG, supported by others within the group believe we incorporate the skills required from a body of new Trustees. We will consult with and solicit views and advice from the greater WSRA Membership, endeavour to re establish the WSRA as the major support group to the Railway and ensure it becomes a rallying point for the greater West Somerset Railway diaspora.

In support of this claim as a group we four, inter alia, encompass skills in the areas of strategic planning, inter personal skills, specific and general management, knowledge and experience of other charities and financial planning. These skills have been derived from experiences as diverse as school headmaster, managing own engineering business, working in 40 countries, managing a staff in excess of 1,000 and the knowledge derived from holding a major research chemist portfolio.

We all have extensive experience of the West Somerset Railway, volunteer regularly and between us interface with most sectors of the Railway.

We have worked together to produce a consultation document and have been assisted by Frank Courtney, Rodney Greenwood, Brian Lee and Tim Stanger, a group of people with further vast business experience. Amongst the eight of us we number three former WSRA Trustees, so the scale of the challenge is not unknown to us, although obviously without detailed numbers etc our thoughts are inevitably less specific in certain areas than we would wish. It is however a template.

There have been various tilts at the four of us by some of the others who are standing for election. We would submit that as a group, committed to rescuing the WSRA, irrespective of any personal importance, guided by the views and desires of the Membership, we represent the only real option to bring change and advancement to the WSRA,

Please vote for us, a group of four who know each other well and are able, despite vastly different business and commercial experiences, to make cogent and rational decisions. We can, with your help sustain and grow the WSRA.

Brian Crudge, Jeff Price, Dr David Randles, Michael Rowe

 

I would like to add my voice to the above letter from the WSRAMAG candidates. I have known them all for some time and one in particular for a very long time. In fact two of them have been my successors from important railway related jobs. I also have known the 'backroom boys', Frank, Tim, Brian and Rodney for some years. These, as I have said before, have their heads screwed on correctly and provide all WSRA members with a now very large glimmer of hope for the future. I urge every WSRA member to vote for these four in the secure knowledge that a vote for WSRAMAG will be a vote for change, for fairness, for listening and above all for getting the Railway back together. Faol

 

Seconded!!!

 

WSRA AGM DMU

Colin Howard, WSR Acting Commercial Manager has kindly agreed that a DMU may be run BL-MD-BL on the evening of Saturday 19 July to permit folks to (1) get to and from the WSRA AGM without bringing their cars and (2) have a trip along the line after the AGM if they have come some way to the AGM.

It is likely to be a VERY well attended AGM and parking at Bishops Lydeard will be under pressure.

Provisional timings are BL d 1815, calling all stations to MD arriving 1922, return MD d. 1942, calling all stations Bl a. 2055.

The 'BUT' is that we will need to confirm staffing by 9am tomorrow (Friday 11 July) to permit the train to be advertised. The hope is that staffing can be met in large part by those attending the AGM who would not otherwise be able to work a turn on the day.

The staffing requirements are:

Driver, Guard (and preferably TTI) 1745 to 2130
BL Station and BL Box 1800 to 1850 AND 2000 to 2115
CE Box (not required)
WN Box 1800 - 2100
BA Box 1830 - 2025
MD Station and Box 1850 to 2000

I apologise for cutting across normal rostering arrangements but Colin has asked for a very rapid response on this and asked me to put this out directly. If you can help, please e-mail me directly, preferably this evening.

kind regards

Robin White

 

With respect to all concerned, I think the discussion about whether or not a charity may be missing three points. My experience comes from having overall responsibility sequentially for three not for profit companies limited by guarantee, two of which were charities and the present one operating under specific central government rules (an academies trust). My "for profit" experience is two private companies and senior management in a large plc. I say this simply to show I haven't made up what I am about to say!

The first point is that in many fields, charities or for profit companies can do virtually the same job. In my present for profit company many of my direct competitors are charities. We all work in exactly the same field (international education consultancy in developing countries). What this shows is that with sensible constructive lawyers, a charity can do most things that a for profit company can do. The WSRA charity seems to have got completely hung up as a result either of the inexperience of its Trustees, or because it was not asking its lawyers the right questions - or probably both. I sense the trustees and management are to some extent in awe both of the details of their charitable status and of the Charities Commission, so they end up being driven by it rather than the other way round.

The second point is that - again in my experience - the main issue is not about the law, or how you adjust the Memorandum and Articles. It is about corporation tax. With certain minor exceptions charities are exempt from corporation tax, provided they apply any accrued profits to their charitable objectives. Even companies without shareholders (companies limited by guarantee) are liable for corporation tax. I have not had experience of a "for profit" company limited by guarantee which has subscription members, but I would have thought their subscriptions would simply be treated as income and therefore liable to be taxed, but I stand to be corrected on this. And of course only charities can claim Gift Aid reimbursement.

The third point, and in my view the most important by a very wide margin, is, never mind the structure, first let us decide and agree what the WSRA is for, by means of an extensive consultative process, and only then make sure the structure is fit for purpose. What is a potential for disaster is to determine the structure first, and then decide what you can or cannot do. You can see where I'm going here. We have yet to have that consultative process, though WSRMAG has tried to make a very preliminary start: if we want to get the transformation in the right order then those readers that have a vote will know who they have to go for. No disrespect to the other candidates, but only the WSRMAG candidates (Crudge, Price, Randles and Rowe) are offering in depth understanding of how to do things in the right order so that WSRA will play a transformed, vigorous and complementary role supporting the railway.

Frank

 

Thank you , Frank,for this explanation of how charities function.It has certainly improved my layman's limited knowledge.If a barrier,physical or document is impeding development, or use of resource, then the barrier's existence needs questioning.We need an end to the Whisky Trail Wall and an opening of checkpoint Cedar Falls.