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

Not sure I agree with that. Surely, the representative of the WSRA on the plc board is whoever has been mandated to perform that role by the WSRA; not just any WSRA trustee who happens to also have a seat on the plc board. Thinking of our own situation on the Bluebell, the Society interest on the PLC board is explicitly represented by the Society Chairman, even though about half the PLC board are also Society Trustees.

Of course, the situation there is clarified by the fact that the means of Society representation on both the PLC and Charitable Trust boards is expressly documented in the governing articles, so there is no room for ambiguity. I can't help thinking that until there is an explicit, formal and enforceable set of articles for each organisation that set out (a) what the specific role of that organisation is and (b) the degree to which each organisation is represented within the others' structures, these issues will persist on the WSR. The test of a good organisational structure is not how it works when matters are calm, but whether it continues to provide a good framework for relationships when the waters are choppy.
Tom

 

Steve, agree entirely.

Welcome Jon Jones-Pratt. I am sure that I speak for many "you have our support"

There are I suggest two key imminent issues for the Railway:

An overhead growing faster than earnings; a challenge addressed in the announcement
of Mr Jones-Pratt's joining the PLC's Board.

The second; internecine struggles, is primarily, as you rightly imply Steve, a product of
personal ambition, amongst a very small number of persons, assuming precedence
over the primary needs of our splendid Railway.

The sun is shining in West Somerset today, the weather forecast set fine,
the Autumn steam Gala starts tomorrow, a new horizon. Lets not drop
the proverbial ball.

Michael Rowe

 

It will be interesting to see if the 'unanimity' surrounding Mr Jones-Pratt's rise to be WSRplc Chairman continues to enable him to succeed where it appears his two immediate predecessors have failed and get the WSRplc Board to actually agree to take necessary actions concerning the position of the business. The 3 month interim appointment as WSRplc Chairman suggests (along with the comments about the actual situation) that these proposals will be quite rapidly drawn up. (The small Group charged with looking for a new Chairman seem to have worked very quickly indeed!)

It will be 'interesting', assuming that this time action is agreed and taken forward, as to what this proposals will include - and whether, from anything they seem to obviously omit (based on Ian's AGM comments and Alan's comments when he stood down nearly a year ago), it will be possible to surmise what it was in the previous plans that the preceding two Chairmen seemed to have been unable to gain agreement to enact that lead to a lack of Board support!

Just remind me, how many of the current WSRplc Board have actually been subject to any AGM vote?

Steven

 

I feel there is a tendency in volunteer organisations for the boards to fall into the trap of thinking "we are good people and we are doing our best, therefore what we are doing must be good". I see this as being responsible for a lack of renewal at the top and an unwillingness to try new ideas. Any organisation that isnt trying to improve is dying at some rate or other. An outside Chairman may be able to achieve what others have not before, namely to galvanise action. His appointment is a good first step, as is the open acknowledgement that the financial situation is unsustainable. Best wishes to the WSR..... let us hope this is the end of the squabbling and the beginning of something great.

 

A case in point being whoever it was that tried to stop the 1940's event. Some people rather mistakenly think that an idea will not work unless they thought of it first.

 

Thank you for the reminder .

 

Your question “Ask yourself if this is An Instruction to the plc or Not?”

It is not. WSRA have no power to instruct the plc. As a major shareholder they are entitled to expect the plc to listen to their concerns but the plc is not obliged to agree. The WSRA could if they wished, as the resolution states, call a general meeting but at the meeting they would need the support of enough of the other shareholders to win a vote.

The WSRA board minutes of 13/8/18, on their website, also say they have nominated another director to the plc board. Obviously it is up to the plc to decide whether to accept this nomination. So far there is no sign that they have - there is no mention at all of any plc issues in the WSRA board synopsis of 18/9/18.

 

Whoever has been nominated needs to be a diplomat and get on amicably with the PLC Board. I know who I would recommend (clue; he gets his hands dirty) others maybe less amicable.

 

It’s also good to see that the new acting plc chairman, in his press statement, thanks both the WSRA and the WSSRT for their recent support for the plc and describes them as the two principle support organisations.

 

chairman
And here lies the crux of the problem with the WSR, The WSRA regardless of what the new chairman says has always had (and I am not the only person who thinks this) aspirations of running the WSR its way, more than 9o% of the problems on the WSR are in my opinion WSRA inspired, I was until the last AGM a member of the WSRA for a number of years but when they tried the underhand attempt to buy the trackbed it was time to leave. exile the WSRA and end the WSR problems. This is of course my personal opinion, have a nice day.

 

Would that be the same person who ecided not to run the QB breckfaat serive on all four gala days and upped the price by 25%?

 

You are several years out of date. Certainly the ex 6+1 openly had such asprations but they have long since been evicted and the currecnt board are utterly different.

 

I don't recall the item I have highlighted in bold being mentioned on here before, but it seems very significant.

This means that (I have deliberately omitted the more controversial elements of this and apologise that this is impossible to say the following without individuals being ready able to be identified):

1. WSRplc asked WSRA some months back to nominate one of its Trustees to serve as a WSRplc Director, which the WSRA did.
2. WSRplc then co-opted the WSRA nominee, and, as I believe this was before the WSRplc AGM, this Directorship was confirmed at the AGM (this was not a contested election).
3. Subsequently, the WSRA Board voted to remove as a WSRA Trustee the person they had nominated for WSRplc. In itself, given the route by which this person had become a WSRplc Director, would have appeared to remove the reason for this latter directorship.
4. This is further confirmed by the WSRA Board immediately nominating a replacement for their representative on the WSRplc Board.
5. The WSRplc Board do not, from what is known publically, appear to taken any actual action on this nomination. However, by implication, they have effectively re-co-opted the former WSRA nominee as a WSRplc Director in their own right and withdrawn the invitation for the WSRA to have representation on the WSRA Board by not actioning the replacement nomination.

My apologies to Big Al again for, while not actually naming anyone, being unable to describe this sequence of events (or non-events!) without individuals being clearly identifiable. I fully respect and understand his concerns and would urge an avoidance, where possible, by all posters of naming individuals.

The problem with this plea is that it seems pretty obvious that individual personalities are driving a lot of this. The above all seems to be a side effect of the challenges facing the West Somerset Railway, and which an early post indicated have been building for a decade or so. These are tided up with the people involved as well as the structure and the two organisations which feature most prominently in this sorry tale.

A new WSRplc Chairman has been appointed, and, regardless of the reported views of the working membership who the WSRplc Board rely on to run their business, it therefore seems unlikely that Ian will be reinstated. To that extent, the subject of this thread seems closed. But the underlying issues of the challenges faced by the West Somerset Railway in respect of organisational structure, strategy, maintenance, development and, overarching all of these, finance remain. The sense of an unwillingness to take difficult but essential decisions hangs over the whole situation. These are remain and perhaps a new thread is needed to discuss them but I sense discuss them people will wish to do and at the end of the day, I suspect the owners of NP would rather that discussion was adding to their page count than to other, perhaps non-commercial alternatives!

Steven

 

I agree it’s better to avoid concentrating on named individuals when discussing the relationship between these two organisations.

The WSRA has no right to nominate a director to the plc board. It was invited to do so but, as we all know, something went wrong and although the nominee may be out of favour with the WSRA board they are under no obligation to resign from the plc board. Whether the plc will co-opt another WSRA nominee remains to be seen.

 

Quite - but the point I was making is that, having been invited to nominate a Trustee to represent the WSRA by WSRplc, WSRA have made it obvious their nominee has changed. It is absolutely in the gift of the WSRplc as to whether they co-opt the new nominee but the previous one has effectively been re-co-opted to WSRplc Board in their own right, not as a nominee, and if the nominee offered by WSRA is not co-opted, WSRplc will have effectively withdrawn the invitation - which is absolutely their right.

Steven

 

I agree with every word except there is no re-co-option of the previous nominee. Once elected or co-opted every WSR plc director sits in their own right regardless of whether they still have the approval of the person or organisation who proposed them. AFAIK the only way WSRA could try to force the removal of a director is to call a general meeting and hope to win the vote. As we know they’ve authorised their chairman to do exactly that. Whether they will follow it through remains to be seen, I’d like to hope they’d wait to see what the new plc chair has to say to them first.

 

Oh, absolutely agree technically - and this is one of the problems of 'informal representation', especially where roles are clearly foreseen as being 'ex officio' ('please nominate one of your Trustees to sit on the Board') but the process isn't underpinned by the Articles of Association (e.g. 'the Directors shall include a Trustee of the Charity as nominated and approved by the Board of Trustees and for as long as they hold this nomination').

Unfortunately, there are greater problems within Company Law with a Director of one Company being the representative of another Company - which only truly 'don't matter' if one Company is wholly owned by another. In this case, the offer from WSRplc for representation on its Board from WSRA, while possessing technical difficulties, seemed to be an excellent step in furthering 'One Railway' and hence those difficulties appeared to be worth trying to overcome or be set aside - sadly, the outcome and present seemingly effective withdrawal of the offer has probably had the reverse effect.

Steven