S&D Railway Trust

Well, it was nice to get a S&D question on this S&D thread

 

Do you really think SCC would sell the freehold ?

 

That was a fascinating post. (I had to hand-craft the 'quote' header to cross-thread link to it; with that thread being locked, none of the posts there show a 'reply' button.) If I may ask, this apparently happened quite some time ago; I'm curious as to why you apparently decided not to mention it until recently. (I can imagine a number of reasons, but it would be preferable to hear directly, if you're willing.) Thanks.

Noel

 

I have my own basket case to throw money at....................

 

Thankfully it seems SCC are well aware of their obligations, hardly surprising given the scandal last time. So no. But the post you quoted made no mention of purchasing the freehold, rather control of the railway, which SCC has limited say on.

Has SCC ever used their shareholding to vote at all, or to press a particular matter?

 

No problem with tagging me at all, thank you. I think you have summed up the situation better than I could, especially your last sentence. I have been offered the chance to come back inside the tent by both the PLC & WSRA, a number of times. The cost however is of course my silence so I have no option other than to continue outside the tent, which would not have been my first choice.

The important immediate thing to stop is the S&D eviction, the clock is ticking and soon some actions will need to start due to the time scales involved. The WSR has enough problems to deal with without allowing a set of actions to start that will be difficult to stop once underway.

 

Happy to answer the question but could I please ask the Mod's if a reply will cause this thread to be locked as well due to their comments on the other threads last post ?

I know the Mod's job is a thankless one to strike the right balance but I know certain people have again made a directed and combined effort to get all debates on social media stopped so I don't want to answer and be responsible for cutting off any WSR debate at all by this thread also closing.

If the Mod's say no I will send you a PM to answer your question in private.

 

*Speculation alert - what follows is pure speculation, anyone fed up with speculation on this thread, please ignore this post.*

Let's say that an individual wanted to gain control of the West Somerset Railway, to have it as his own private railway, like Sir William MacAlpine and the Fawley Hill Railway. How would he do it?
Now it is known that the freeholder is prepared under certain circumstances, to sell the freehold to the operating company, as this was stated in the not too distant past. It is also known that, if the operating company owned the freehold it could raise money, both by borrowing against the land and by selling off bits of it. Interest rates are almost zero at the moment, so money is cheap.
The first thing to examine is the conditions under which the freeholder, Somerset County Council, are prepared to sell the freehold. These are stated to be that the SCC is to offer the freehold to the railway family via the PDG requiring the following
1. The PDG to recommend a suitable bidder, bidders or new vehicle
2. Endorsement by the HRA as industry peer body &
3. ORR as regulator.

So obviously the first thing is for the individual to get himself on the board of directors and become chairman. The remove all the existing directors or persuade them to resign and replace them with his supporters. The WSR has the reputation of being a fairly turbulent railway with quite a few determined people working for and associated with it, so the next step is to get these people behind the individual or remove them, either kicking them off or getting them to resign.

Having got rid of any effective opposition, he then needs to get the members of the PDG "on side". It is considered likely that the two local authorities could be persuaded, so long as all the Railway members were in agreement. Previous history shows that getting this agreement might be tricky, however, the issuing of a notice to quit to one of the member organisations, removing it from the picture and pour encourager les autres, is likely to make the others might be more easily persuadable, especially if the Railway was seen to be in a crisis and the plan could be put forward as the "only show in town". A "recovery plan" that includes the purchase of the freehold can be put together and presented to the HRA and the ORR for their approval.
Once agreement is gained for the purchase of the freehold, it can be virtually self-financing.

There remains the stumbling block of the shareholding. Even if the three largest shareholders can be made to support the plan, they can still effectively control the AGM by virtue of their shareholding and thus remain a barrier to total control of the Railway in future. However, there are shares that have yet to be issued, so these can be issued, bought up and a majority shareholding created for the individual with not much expenditure of borrowed money.

Seems far fetched? This is the sort of thing that goes on every day with companies around the globe. Just because the WSR is run by enthusiasts doesn't mean it can't also happen here.

 

Let's clear this up. The process is quite clear. Nomiations for Director elections at an AGM are sent to the offices in accordance with the timescale and other requirements set out in the AoA . At the AGM shareholders vote for who they do and don't want. We went through this argument with the removal of the ex6. Each shareholder has the right to vote for or against any candidate. It's called a competitive election. Otherwise you could not stop someone who is a complete plank getting elected (if there were sufficient vacancies) with only one vote 'For' (i.e. Their own). Any of you who have shares will always see on the voting forms sent out with the AGM notice boxes to express your wish For or Against every motion, that is how it is always done and it's the only way to give the shareholders an effective choice. And note:- people standing to become Directors are always voted for as individual motions, never as a group, so the shareholders can pick and chose individuals as they please.

Voting takes place at the AGM and any changes to the Directors (i.e. old ones leaving or new ones being appointed) takes effect immediately at the close of the meeting.

This 'probationary period' does not exist in any of the regulations - only in some peoples minds.

 

But what happens if the mind that insists that it does exist decides to boot you off?

You then have the cost of going to Court

 

Most clear, although I suspect the circumstances @35B and others are commenting on they probably have in mind co-opting as the means by which the director is initially appointed.
Is there any proper way by which a board can prevent a candidate from being nominated, i.e. to prevent there being a vote in the first place? I suppose it's fairly academic though, as it seems the WSRA and WSSRT can be relied upon to vote the same way as the chairman casts his proxies against any potentially troublesome candidate.

 

To add, if you had a prominent member of the HRA on the board with you that would also no doubt help smooth over any issues with that side as well.

I’d also suggest that as well as the stick there are carrots that could be offered to people and groups. After all, that board does need to be expanded, seats are available, and if a site became available it would be a great location for your group’s project... obviously your support is welcome....

 

Joining the Plc at the cost of silence is unsurprising. That that is the case with the WSRA also is disappointing.

Completely agree on your latter point. Does anyone know (@jma1009 ?) when we might expect to see anything new on that front? What happens if nothing has happened by the due date - I seem to recall mention of if a legal objection is formally lodged they don't have to move out if the case hasn't been heard?

 

Yes that is kilmersdon in the picture but the colour is not right which is why you might not have thought it was but it looks nice. It is at Helston railway now

 

Candidates duly nominated in accordance with the AoA cannot be rejected by the current Board unless it can be shown that the candidate is prohibited from holding a directors position by rules laid out in the Companies Act (Bankrupt, Barred {by law, not the company}, Unsound mind etc.)

Support organisations purporting to represent their members should vote in accordance with their members wishes, not simply the view of the organisations management. (Although how they are supposed to gauge the majority of members wishes is difficult to tell unless the members clearly state their views directly to their organisations management Big hint there to some on here ) And if the members have made their views clear and the organisation doesn't vote in accordance with them...? You either have a choice of joining an alternative support organisation (if there is one) or sort out the management at the organisations own AGM.

 

A bit like the elections in Iran, where the Supreme Leader can decide that an individual cannot stand for election. Not my idea of democracy!

John

 

That's correct, gwilialan, & I should have known that. It is not universally true for all elections, however.

Agreed - it's pointless.

I have edited my post.

 

Hi Alex,

I think Andy Norman summed it up pretty well as to the SDRT this evening, and I don't wish to add anything to what Andy said.

Cheers,

Julian

 

By jove sir, you have arrived at the same conclusion as a number of others. Cast your mind back to the 6+1, the plans were to develop some land for commercial purposes. If memory serves me well, was it not Washford ? The proceeds from that could be used to pay back the money borrowed to buy the freehold etc. etc. etc.

Before much of this could happen, anyone who may think that such a plan was not in the best interest would need to be removed. Why not just label them as "troublemakers" and boot them out ? There would be the problem of HR policies but get rid of those formalities and anything becomes possible. Do you have awkward board members who ask questions ? Simply remove them from the board and take away their hobby "pour encourager les autres". ​

 

That's all well and good. But the real point of my previous post was: suppose that happens, but the Chairman of the Board says "they can't be a director, they haven't done their probation," or simply just "I don't like them" and instructs the Company Secretary to ignore the nomination. What then?

After all, if you have a rogue corporate landlord whose officers are willing to tear up a lease on spurious pretexts and expect the tenant to go away and do as they are told, what are the chances that those company officers will feel the need to adhere to all the other legal processes too?