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

It has been clear for a while that there has been a raging row within the senior ranks of the WSR, occasionally appearing on hear (Atlantic Coast Express, anyone). It is also clear that there are a number of people who do not get on well, and again that has been visible in posts on this thread.

It is to be regretted that these have reached this stage, and that the individuals concerned have been unable to reach an “agreed to disagree” position. All should be considering their positions carefully, and whether they as individuals - regardless of their past or other contributions - may be part of the problem.

Meanwhile, I hope and trust that this thread and forum will not become an exhibition for these disputes, and that they will be worked through quietly and privately.


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There has been, for some while it seems, a clash of personalities in the administration of the WSRA - this appears to go back some years. WSRA Members do need to look at their recent history and decide why it is that these issues frequently arise. Readers here probably have formed their own ideas.

 

As is usually the case in situations like this there is much more behind the motives, reasons and actions of both parties than is revealed in their public statements, and I guess we will never know the full story.

The sad part is that the WSR in general gets known as a railway that has internal troubles rather than as the excellent heritage railway that it is.

 

As a core member of what was the Reform Group, can I remind folks that a significant part of the problems were the secretive co-options (which amongst other malpractices, included disposing of our assets at mates rates).

For the avoidance of doubt, I do not suggest for a nanosecond that we would have been facing a "like for like" situation. However, in light of past history and the guidance (i.e. clear instruction) from the Charity Commission, would it have been right and proper to have allowed co-options without the full knowledge and approval of both boards ? Both organisations are investing a lot of time and effort to work openly together and any action that undermines this has to be addressed.

Let's move on.

 

Indeed. What is worse is the official statement does not, IMHO, really tell us very much. Sadly serious disagreements like this do sometimes occur and it is disappointing that the all parties concerned could not have settled their differences for the wider benefit of the "One Railway" rather than personal feelings. From what we know it s impossible to form a view as to what really is wrong and how it may be resolved. I sincerely hope that matters will be resolved without another spell of intertnal warfare.

 

Hmmm. Let's not 'move on' until we know what happened - neither statement explains. And what do the Plc have to say? Maybe the discussion can continue on WSRA+ rather than Nat Pres?

Steve

 

I really do think enough of our dirty washing has been done in public .

 

I agree. With a caveat that, as a WSRA member, I feel I have the right to be told what's actually gone on. At the moment the reasons that the two sides have given look to be covering different reasons with little commonality.

As has already been commented, please, not again!!

 

Quite right Snifter. Some people may be bemoaning the fact that this has happened as another example of dirty washing being aired in public, but the reasons for the sacking of the two Trustees has been quite clearly laid out in the WSRA statement.

This railway has suffered from far too much unprofessional behaviour in recent times, it is sadly endemic at all levels from boardroom down to regular volunteers. There are one or two individuals who have achieved 'positions of power' who believe it is right to act in a unilateral, rather than corporate fashion - bullying, cajoling and keeping others in the dark to achieve their objectives, which subsequently unravel on account of the distrust, lack of proper consultation and bad feeling generated. We saw this in the Thornbury Castle debacle back in February, followed by the cancellation of the 'ACE' event a few months later. Sadly at least one of the now-sacked individuals was central to these 'initiatives' as well.

All of this is simply bad for 'one railway', erodes trust between the partner organisations of the WSR and stops us moving forward as a railway.

Therefore the WSRA Trustees, in particular Mssrs Whitehouse, Sherwood and White are to be congratulated for taking this action. It cannot have been an easy thing to do, but it was the right thing. Far from being a re-run of the 'ex-6' situation, the WSRA have lead the way on this occasion and set an example of how a Charity should behave. It remains to be seen what the PLC's response will be.

 

Both statements are compatible with each other, and recalling the manoeuvres that helped end the previous dispute, a pattern is discernible. Likewise the personal antagonisms that contaminated the last internecine dispute. And likewise the unresolved - and unresolvable? - debates about the degree to which the WSR should emphasise the heritage or commercial aspects of its existence, displayed in this thread on occasion.

Those are debates that need to be held in relative privacy, away from onlookers such as myself and, dare I suggest, with ACAS or Relate present as mediators.

And on that last point, an observation from my role as a contract manager. Needing to refer to contracts, articles of association, and suchlike is in and of itself a sign of failure in something important.


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Before either the published statement from Messrs Courtenay and Greenway or that from WSRA Chair
Mr PaulWhitehouse, and before the WSRA Monday meeting; Mr Edge published on August 13th
on the wsr.org.uk website the minutes of the Partnership Development Group (PDG) Meeting held
onAugust 7 2018. Mr Edge also drew attention to the publication of said minutes in a
National Preservation posting (no.13782) . This was also before the WSRA Trustee meeting
that evening.

The minutes under the heading

"Volunteer Committee"

state 'The Volunteer Committee has been established under the leadership of Rodney Greenway who
WAS a WSRA Trustee and the WSRA director on the Plc Board"

This PDG meeting on August 7 ( a week before the WSRA meeting ) was attended by inter alia the
PLC Chairman and Mr Paul Whitehouse, WSRA Chair and PDG Chair.

As of to-day AFAIK Mr Greenway is a Plc director and following an apparently vexatious
motion and subsequently Monday's (5 from 10 ) vote, apparently deprived of his WSRA
Trusteeship. A decision apparently made at least seven days ahead of the WSRA Trustee meeting.

Seems a poor return for the effort Mr Greenway has applied to seeking new volunteers;
according to the same PDG minutes, he and his committee have seen increased volunteer
recruitment as a result of their energies.

WSRA RIP ?

Michael Rowe

ps I have mentioned no names that are not already in the public domain wrt the current issue.

 

I have been asked what the full resolution was so I copy it below in full.

Please note item 5 where the Association turns from a support organisation to a hostile shareholder.

The resolution is proposed by Paul Whitehouse and seconded by Robin White. The resolution proposed is as follows:


"In the light of their conduct in arranging the co-option of Frank Courtney to the WSR plc Board on 21st July 2018, contrary to good governance, the stated policy of the WSR plc on Director appointments (as stated by Chairman Ian Coleby at the 2018 WSR plc AGM) and the best interests of the Railway as a whole, the WSRA Trustees are resolved that:

1. Frank Courtney and Rodney Greenway ‘s position as WSRA Trustees / Directors and WSR plc Directors in untenable.
2. On the passing of this resolution, they shall be offered the opportunity immediately to resign as WSRA Trustees and WSR plc Directors. Should they do so, the only public statement by the WSRA will be to thank them for their service.
3. Should they not immediately resign the following parts of the resolution shall be put into effect.
4. Rodney Greenway and Frank Courtney be removed as WSRA trustees / Directors.
5. The WSRA Chairman (and in his stead the vice Chairman) are authorized to take all necessary steps to have Rodney Greenway and Frank Courtney removed as WSR plc Directors, including, if necessary, use of the WSRA shareholding in the WSR plc to call a General Meeting of the WSR plc and to vote for their removal at such General Meeting, including also the removal of any further persons co-opted to the WSR plc Board of Directors at their instigation"

 

I followed the whole saga with much interest for many years and went out of my way to understand both sides of the story.

Despite divided loyalties I came to the conclusion the so called rogue trustees had to be removed so the WSRA could make a fresh start.

For a while things were looking promising but it would appear it was just papering over the cracks.


I don’t live in the area and am unable to volunteer but make regular albeit moderate financial contributions to loco restoration and heritage railway projects.

In so far as the WSRA is concerned my wallet is and will remain closed as I have no faith in the competence of the trustees.


My broader concern is rumours of the continuing deterioration of Plc finances leaving me fearful for the long term viability of the railway.

On my last visit two volunteers seated next to me were vociferously debating the issue of finances, using some colourful language in the process.

Had I been a less interested member of the public the tone of the conversation would not have been conducive to a good family day out.


I can’t help but feel a complete coup d'état is required.

 

If you mean at the WSRA, they've already had one, which apparently hasn't solved all the problems. Or do you mean at the PLC, and if so where are you going to find the people to do it?

 

It was a rhetorical question.
Form an outsiders perspective I would say both need a clean out - but I totally agree with your sentiment - where do the people come from other than poaching successful leaders from some of the more successful railways.

 

It’s not often I comment on here now, however as somebody who has been closely involved with both Boards through various things recently including the 1940’s Weekend, HPC Bid, BESTT Trainees, Thornbury Castle launch (not criticising JJP in anyway as he was caught up in the issue caused by the person concerned) and prior to that a very short time a few years ago as WSRA Trustee under a certain person’s time as Chairman, I agree with your comments in all regards. Indeed I am on record as directly criticising one of the removed of acting in an ‘Ex6 way’ and outside of corporate governance a number of times.

I would also add that the criticism of the WSRA in the statement from Rodney stating “Whitehouse & White are obsessed with the continuing battle with the owners of 4160” in my opinion just demonstrates the lack of understanding which lead them to this point. Both the people concerned were present at the AGM in which the Membership of the WSRA clearly and strongly instructed the WSRA Trustees to pursue the recovery of the 4160 shares. To me rightly or wrongly that’s the Trustees fulfilling the will of the Members as voted for by them, not a personal obsession.

Whilst nothing is perfect and there is a way to go, both Boards are working together in a much better way than in the past, I have seen that with my own eyes in a number of joint WSRA/PLC projects one of which is the BESTT Engineering Trainee Project. This has recently meant that we now have 3 full time Engineering Trainees working in Minehead Shed helping to get our engines overhauled and repaired.

The answer is simple, more professional people with the WSR at heart need to put themselves forward in order to help run what is now a large organisation and take it forward to the next level. The current situation of people being voted in just because nobody else stood is not healthy. Both Boards have openly stated this, Mike as WSRA Vice-Chairman & Ian as PLC Chairman often come on here and ask for more people to volunteer in the right roles. If you want to help the WSR please step forward.

 

Nail, head, hit Andy. If we want to drive things into the ground then trustees / directors coming in through the back door is a great way to achieve it. As soon as the Charity Commission rules are flouted and previous undertakings to operate in a wholly open and transparent manner are set aside then the alarm bells should ring.

 

I am confused. When did the WSRA flout the Charity Commission guide lines ? Or are you suggesting
Monday's procedure wrt Messrs Courtenay and Greenway apparent expulsion did this ?

AFAIK Mr Greenway was elected a Trustee by an approved process, as indeed were
Ms White and Mr Courtenay at the recent AGM ?

If you are suggesting that a Plc is subject to CC guidelines then this is news to me. Again AFAIK the
WSR Plc has no Board approved articles wrt director recruitment. The recent experiments in
advertising for directors and then interviewing candidates appeared to have produced Directors
who have resigned after a very short period in position. Am I wrong ?

I suggest you examine some acknowledged successful Plc Boards and note how they selected/recruited
their non Execs. Their executive directors will have risen to their positions based on their job functions
eg as with the WSR Plc ie the general and finance managers sit on the Board.

Please if we are to have a public debate let it be based on the real world.

Michael Rowe

 

I regret that there was a sentence missing in our original statement:

"Rodney’s proposal was carried by three votes to two at the Plc Board meeting on 21 July, and the register at Companies House was updated accordingly, but the Plc have not yet publicised this fact."

I have amended the statement and attached the corrected version.
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I'm not at all sure why a plc director would wish to resign his post in May and then seek co-option just two months later under the same chairmanship?

Having been unable to attend the plc AGM, I had hoped the minutes of that meeting might throw some light on the reason(s) for Frank C's resignation but those (draft) minutes don't yet appear to have been published, despite the plc chairman's blog (30th June) suggesting they were soon to be available on the (presumably plc) website.

The rate of resignations from, and appointments to, both boards has been nothing short of alarming over the last 18 months. That said, should a director have no intention of adhering to corporate decisions then his/her only option is resignation.

As ever in these situations, there are more questions than answers. The true answers are most important.