West Somerset Railway General Discussion

I was about to respond to Bayard's post but Tom has done so more eloquently. The point he confirms is that an unincorporated body like a members' preservation society cannot conclude contracts or agreements in its own name of hold property including shares. It has to rely on Trustees who are personally liable without limit or entitlement to contributions by their fellow trustees or to be re-imbursed by the society. It's a big ask for Trustees so I can well understand why the society intended to become a limited company.

 

I wasn't proposing it as a plan of action; more just to try to describe our structure in "WSR" terms. It may still be easier to start entirely afresh with new bodies; but if so you have to solve two issues. One is how to create a new membership body while losing as few as possible members in the transition. The other is what to do with the WSSRT were a new pan-railway charity to form; I can't see any advantage in having multiple charities on the railway.

Tom

 

Indeed, I wasn't saying you were, just pondering on if it were.

 

There is no reason why you would create multiple charities on a railway, but the road to a Bailey like structure might reasonably involve leaving an existing one be if it is peripheral to the core structure.

Of course, as things are, that begs two questions. The first is whether you could or should leave multiple charities in existence; the second whether either of the two "WSR" charities can be considered peripheral either to the structure as it may become or to how it may get to that structure. And there we come to the sordid question of who owns what shares, and how they get used.

 

Yes - I’ve been volunteering there for the past 3 months and trains are very busy with lots of happy passengers - nice volunteering on a railway with a ‘can do’ attitude !

 

Indeed, the WSSRT board (members have not yet expressed their views) seem to prefer becoming (or remaining as they see it) a peripheral charity. Fair enough, although I still think it would be neater if they merged/ceased, but they do at least need to give up their 10% shareholding, as that is a major anomaly.

 

There had been work during the mid 1990s to upgrade the WSR to operate the heaviest locomotives (In GWR speak, it went from a Blue Route to a Double-Red route, able to take Kings). So your friend was probably seeing the WSR permanent way in peak condition.

The rail-grinding cock-up was a one-off event in 2008. For a while in mid-year, the only steam loco permitted was a small prairie (No 5553?) which has a very short fixed wheelbase. Caused lots of embarrassment and the WSR made a loss for the year. The saga was outlined in the Chairman's introduction to that year's annual report and accounts for 2008.

https://beta.companieshouse.gov.uk/company/01010188/filing-history

 

A few years ago now the 'old' S&DRT, which was simply a Charity at that time, decided - for whatever reason - to become a registered Company. By that time I had left them, so I'm not aware of the precise details, but AIUI they set up a 'new' body of the same name, registered it as a Company and as a Charity, and then the members of the 'old' Trust simply voted to dissolve the 'old' body and transfer all assets and members to the 'new' body. [No doubt someone here will soon correct me if I've got the finer points of detail wrong!] So I'm not sure why the WSRA membership could not vote to transfer itself to a new WSR charity in the same way?

 

Will is yet another former WSR volunteer (and WSRA trustee) who has apparently decided to offer his time elsewhere. (So am I). I wonder how many there are out there like us?

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For those, like us, who favour structural reform, we need to be careful to respect the autonomy of existing entities. If WSSRT decides to remain as is, and ignoring any political dimension, the passing of a shareholding will represent a challenge to the trustees. Their duty is to WSSRT, and the transfer of a significant asset is something that will require care, and may require something in return. If the apparent defect in the Washford sublease also applies to the WSSRT sublease, I could imagine that alone as giving cause for concern.

 

Now there's a right old can or worms!
I've never been entirely convinced that the two charities shareholdings in the PLC are proper exercise of their Trustees general investment powers. The relevant Charity Commission guidance is that investments, such as shares in a company, need to be with a view to financial return. The PLC doesn't pay dividends. If it could the investments would definitely be improper. ( The guidance on that is long and legally complex but basically it's because charity money would be invested to help generate private gain for other shareholders.) PLC shares are not tradeable so its difficult to see that they have any value. The justification for holding shares is the ability to influence PLC shareholder decisions but that doesn't seem to fit within the Commission guidance.

 

I appreciate the armchair re-allocation of shares is very much like the armchair re-allocation of locomotives between steam railways we all indulge in from time to time, i.e. not that easy in reality! But the Trustees do need to think about how they fit in with whatever new structure emerges. Of course, if we have a new operating company and the Plc becomes moribound, that may resolve the matter, the WSSRT shares in the Plc are then meaningless, and they just don't acquire any shares in the new operating company, which are 100% held by a new membership organisation, which may or may not be a charity, and may or may not be the WSRA.

 

A can of worms it is! But that calls into question a lot of lines' set ups I think? On the GWSR the Trust holds the largest minority of shares in our Plc for instance.

 

On the Gloucester Warwicks you have to be a member or otherwise you Cannot volunteer

I agree with that policy

 

Of course Robin the Assumption is that they will side with you when in fact it could be the reverse!

Interesting Scenario

 

That would make sense if the WSSRT had invested in buying shares, but it never has done. As I explained many pages ago, back in the day when it was allowed, we used to donate money to the plc in return for shares. Typically we might buy something (the safety bonnet of Odney I believe was sponsored by the trust in this way). Chris Dowrick used to tell us we were just buying wallpaper. That is no longer allowed and now we only gain plc shares if they are donated to us. Similarly, we have shareholdings in 4160 and a v small holding in the festiniog. My point is that they were not bought as investments. Indeed, the plc shares have a zero cash value.
Ian

 

The GWSR is in a minority. Most railways don't have compulsory membership for volunteers.
Ian

 

The Gloucester Warwicks do it for reasons of insurance as I understand it - perhaps Alex would care to comment?

So what would have been the position had one of your family members had an accident Ian - would they have been insured it they could not work as a result?

I am just trying to be practical here and not critical!

 

Really, are you sure? I was under the impression that the WSR was very much in the minority on that one, with only a handful of railways where it wasn't mandatory. Indeed, I've even heard the HRA had it as recommended practice, although I've never managed to source that. Perhaps @Lineisclear could help me on that one with his HRA hat on?