West Somerset Railway General Discussion

I agree that this problem is due to poor drafting of the Trust Articles and will no doubt be rectified once the incoming Board has time to review them. However, until then, the Articles must stand as they are written as, Charity Commission advice not withstanding, they are the only authority by which the Trustees are elected.

 

At the very least, the new WSSRT board candidates ought to explain how they are going to prevent the WSSRT being evicted, like the SDRT, when the new candidates use the WSSRT shareholding not to support the WSR PLC board

 

I was very disappointed, to say the least, by the sycophantic attitude of the WSRA and the WSSRT towards the plc. Then again by Bailey, who could have brokered an agreement but took the side of the plc. The new proposed trustees offer some hope of change, but I hope they will stick up for fair treatment of the S&DRT.

 

This is indeed a major flaw. It is a flaw that was seized on by the original gang of 14 to take over the WSSRT and use it for their own purposes. It has nothing to do with benefiting the WSSRT.

Perhaps a prior EGM is necessary to alter the Articles to provide for a maximum number of trustees in line with Charities Commission guidance. That would again mean a postponement of the AGM but I think it would be worthwhile.

 

John, thanks, it’s a good point to highlight. But I don’t see the articles are the issue in this particular case, as I read it, it’s the timing the Trustees have set for themselves which don’t align with the articles.

• The Articles say that a Meeting must be called at least 21 days before, but that’s only to call the meeting it doesn’t say the papers must be issued by then.
• They then say anybody standing must stand at least 14 days before.
• I can’t see a specific time for the AGM papers to be issued (which of course needs the names of those standing on them) but it does say that Members must be given notice of any resolution to be put to the meeting to appoint a director at least 7 days before, so the papers need to be with Members at least 7 days before taking that as the requirement.

Now that’s a tight timescale especially given that votes this year will be postal in advance. But what the Trustees have done is closed off new people standing at 21 days and then given themselves between 21 & 14 days to send out the papers thus allowing the final 14 days to get votes back in and count them. That’s not what the articles allow.

They could have given themselves more time for calling, then nominees to stand and then issuing the papers ,with then time to get them out and back again because the articles allow longer timescales, these are only minimums.

In my opinion it’s important that a meeting is called to Members and then a time scale is allowed for Member to stand and it to be done in that order. Ian C will remember an issue with the PLC Articles when he was PLC Chairman that he, I and Robin Wichard found which effects things if you don’t allow people time to stand after the meeting is called.

The PLC articles say you can stand without being nominated by a current PLC Director between 60 & 30 days (going from memory), less than that and it needs a current Director to sponsor you. Ian called the PLC AGM at 30 days because the articles also allow for that. Robin Wichard wanted to stand but didn’t know when the AGM was so didn’t know if he was between 30 & 60 days. But because it was only called at 30 days, when he did know he then needed a Directors approval. He and I asked Ian to sponsor him, Ian said no (which the articles also allowed) and so Robin couldn’t stand.

Robin was of course also one of the original 5 of 14 WSSRT Candidates who ‘withdrew’, so as a new person to the WSR at the time in 2018 (it was he who first wanted to run the 1940’s Weekend) has not had a good time in standing for elections so far!

I think we can all agree that at the very least when the AGM is over and a new Board in place there are a number of things to change in the WSSRT Articles to avoid conflicts and perhaps maximum Trustees numbers should be included in that review as well, but we are where we are.

I agree that common sense should apply and the only way to stop both ‘sides’ as they appear to be at this moment in time just charging headlong toward an invalid AGM where people can call foul based on many things will only waste a lot of time and energy and can only lead to the ‘losers’ being banished possibly for ever, there needs to be a consensus immediately.

So perhaps we both see it needs an agreed plan for the AGM for the sake of expediency because it appears currently nothing will met the Articles unless it’s all stopped and then re-started afresh.

 

Would the PLC do anything though? , if the WSSRT uses its shareholding, along with that of he WSRA to bring the PLC to account? It may bluster, throw a tantrum, or two, but would it risk its own future, the reason it got away with evicting the S&DJRT is because it somehow, managed to keep both chairs of the other charities in its camp, even at the cost of their own standing with their members, I would have loved to have known what was promised/ threatened to have made then do so , Turn on the WSSRT, and they invite an EGM but I can see attempts to remove some members from the line, by removal of id cards, for some trumped up reason, but again that would turn out to be sheer folly, as those board members who sanction such a move would be liable as directors for their actions, and would face financial ruin.

 

Doing that at this stage would I think reflect very badly on the current board. As I said last night, I detect among the new membership a number of people who are having a bit of a wobble about their original voting intentions. My theory is that if either side were seen to delay the AGM then those "wobblers" would almost all fall down on the other side. Be that the 10 delaying the AGM to get their 2 new candidates on the ballot paper, or the existing board delaying to rush through some new article changes designed to stymie the current bid.

 

It seems to me that the S&DRT eviction is a symptom of a much deeper rooted problem, the lack of accountability of the PLC Board, something that could and should have been tackled a long time ago

 

Altering the articles would not stymie the current bid from the 10 who would still be eligible for election to the board as individuals. It would, however, create a far better and stronger board of trustees as those voting would have to give more thought to those that they wish to see take the Trust forward.

 

Sorry, should have said "Would be seen to". Although it could still stymie the bid depending on what the maximum number ended up being, as it could result in the scenario where the maximum number of the ten are elected, but they are still in a minority on the board.

Here's an interesting question for @ikcdab ; what would the current board do if resolution 7 was passed, but the current trustees continued to hold a majority on the board?

 

I'm astonished that you think it acceptable to tinker with the Articles in order to produce the result you want. This would effectively be gerrymandering, which is a practice to be held in contempt. Whether you support or oppose the group of 10 (14, whatever!) is not relevant. The process is laid down, both "parties" have been able to express their views, and everybody should now stand aside and let the members have their say.

 

I love the WSR as a railway, but the behaviour of the plc combined with the WSRA and WSSRT behaving like the Pharisee walking past the victim of a robbery on the other side of the road makes me wonder whether it deserves to survive. Where is the Good Samaritan?

 

I too get the impression that the plc is accountable to no one. That is wrong and has led to the arrogant behaviour. The shareholders and volunteers should have a say. But the shareholders are disunited (unless the two trust can successfully merge) and the volunteers are disenfranchised if they try to say something.

 

As a point to ponder: I’m a member of a handful of railway preservation groups of various types: I think in all cases, I am clear on the vision of the group even if I am hazy on the details of how many directors they can have or the the requisite number of days warning of an AGM.

On the WSR (of which I am no longer a member of any of the groups based there, but was once) I feel I am being exhaustively educated in the articles, but have no sense of the vision.

Does anyone note a connection?

So I’ll ask again, since my last similar request to @ikcdab fell on deaf ears: what is the vision for the railway? Why should I care? What should entice me to join, or visit, or donate in the future, as I have in the past? I don’t want endless legal arguments, nor to be told why the other lot are <insert insult of choice>. I want someone in a position of leadership to tell me what the big picture is: what sort of railway does the WSR aspire to be, and how is it going to achieve that.

Tom

 

Yes I agree, every contract I wrote at work had the line
"Ignorance of the said legislation shall not be a reason for non compliance"
So if you have a badly worded set of articles you are stuck with them until changed by the path laid out.

 

Or in other words... Ignorance is not an excuse!

 

Not gerrymandering but a suggestion to correct a fundamental flaw in the articles, as highlighted by Alex. At present, there is nothing to stop the existing trustees from putting forward another 10 candidates, or even coopting them onto the board of trustees, in which case we would potentially end up with 26 (or is it 30?) trustees. That's a bit ridiculous, isn't it? Just like the whole affair.

 

I am not certain that the two existing groups MUST merge to be able to exert influence over the PLC (I am mightily impressed by the pattern suggested by Tom a few pages back) there are other possibilities, but clearly as long as the boards of the WSRA and WSSRT are at odds with one another, the situation is open to exploitation.
I have been struck by a number of posts by trustees of one or other group, where they come across rather like an abused wife. Mustn't say anything to upset Ambrose*, he gets so very cross. And Ambrose carries on just the same, being alternately charming and threatening, flattering and bullying, and generally getting his was by one means or other.

*Apologies to anyone called Ambrose. I am sorry you have a silly name

 

Agreed the whole affair is ridiculous but the AGM has been called and the nominations are in. Too late to play around with the rules now. Co-opting wouldn't work as the co-optees (?) would still have to be confirmed by the members at the AGM.

 

This posting is my personal reasons as a layman as to why the WSSRT should remain a stand alone charity on WSR. I expect the view to be unpopular so not many "likes" ,Broadly speaking there are 3 areas to consider

THE MUSEUM AT BL

It is a matter of focus. I would suggest until 2017 very little priority was given to the museum at Trustee level of the WSRA, including the rather unhappy 18 months I spent as a Trustee. There was however some excellent work done by the WSSRT at the one at BA but it is very small and was not open every day trains ran.

Since 2017 much has been achieved by the present Trustees since taking over at BL. The intention is for it to become an accredited museum attracting external funding and eligible to become a member of the small museum association, learning best practice from others. I very much doubt if the new overarching charity could qualify as an accredited museum unless it is accepted that the whole WSR is a working museum.

In turn the museum are a great educational source for the national curriculum in schools, and the Trust have been focusing on the outreach to local schools. Covi has naturally had a huge impact but hopefully will will come out the other side in 2021

These activities do not earn the WSR much by way of income and so it is natural they are a low priority compared with al the other demands of operating a safe railway.

HISTORIC COACHES

It is perfectly logical for the independent Trust to own these vehicles which could, once restored , become museum pieces. I don't mean stuffed and mounted, but used sparingly. The real problem the WSR as a whole has is that it suffers from a lack of covered space for restoration, storage and workshops. The Trust owns a number of "chicken sheds" left in the open ,albeit with canvas covering. They will deteriorate beyond economic restoration unless a more permanent solution is found. I don't have the answer, but one has to be found PDQ

Whilst not ideal, it seems to me that the Trust could find a warehouse type building in the Taunton Bishops Lydeard area, where a workshop and room of 1 or even 2 coaches can be restored. This is not ideal with no rail connection but could be a partial solution in the medium term. I know it is not of the same scale, but the L&B coaches are beautifully restored in Essex!

Left to the main owning charity again I suspect all this will be demoted to the WIBN category. Understandably.

PLC SHARES

So for me the work of the Trust [I like the proposed name West Somerset Railway heritage Trust] deserves a dedicated team of Trustees that focus clearly on the history and heritage of the GWR and the country branch line in particular. This is not the status quo but building on what has been achieved in the past.

I hope and trust this post does not send too many hares running!