If you register, you can do a lot more. And become an active part of our growing community. You'll have access to hidden forums, and enjoy the ability of replying and starting conversations.

West Somerset Railway General Discussion

Discussion in 'Heritage Railways & Centres in the UK' started by gwr4090, Nov 15, 2007.

  1. flying scotsman123

    flying scotsman123 Nat Pres stalwart

    Joined:
    Sep 9, 2013
    Messages:
    8,932
    Likes Received:
    13,767
    Gender:
    Male
    Location:
    Cheltenham
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    Thanks for reminding us of that Ian, that makes more sense! :) And thanks also to @Lineisclear for engaging with us on here too.
     
    Geoff May, Miff and Triumph 2500S like this.
  2. Lineisclear

    Lineisclear Member

    Joined:
    May 24, 2020
    Messages:
    136
    Likes Received:
    389
    Gender:
    Male
    Location:
    Worcestershire
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    Dainton Bankers’ explanation of Director’s duties is spot on. However the fact remains that the Directors are answerable to the shareholders alone. The duties to the wider group of stakeholders do not confer any rights on them to require the Directors to behave in any particular way.

    Normally retirement of Directors is governed by the Company’s Articles and would typically require one third to retire each year though they can offer themselves for re-election. It would be highly unusual for the whole Board to have to stand for re-election each year. Unless the Articles provide for that 5he only way to remove a Board is via a 75% Majority vote.

    I suspect that it’s not unusual for incorporated bodies that have evolved out of heritage railway preservation societies to fail to grasp the statutory requirements of AGMs. These include the right to appoint proxies and notice to that effect must be given in the Notice of Meeting. There’s nothing wrong with voting on a show of hands but every member entitled to vote has the right to call for a poll in which case the number of shares held becomes relevant including those for which the proxies have been appointed and registered by the Company. A prudent Chairman will normally ensure that sufficient proxies in favour of resolutions the Directors wish to succeed have been secured beforehand.

    This year AGM,s held before the 30th September are subject to a different regime authorised by legislation passed to address the difficulties imposed by lock downs and social distancing. The Articles can to a large extent be ignored and there is no need to hold a physical meeting at one place. It can be held by any electronic means such as video conferencing. One option is to hold a meeting restricted to the quorum specified in the Articles. The legislation allows the company to deny other shareholders and proxies the right to attend. What cannot be taken away is the right to. Vote in person or by proxy. Companies are left to work out for themselves how to manage meetings and ensure votes can be effective.

    Another misunderstanding sometimes held by those more used to a meeting of a members’ society managed by a committee, is that no business can legitimately be transacted at a General,Meeting unless notice of it has been given to shareholders ( including reasonable attempts to contact those who may appear moribund. So, for instance, a shareholder can’t propose a vote of no confidence on the day of the meeting or propose another director for appointment. So to replace a Board you would not only need to gain the required 75% majority but to have secured votes in favour the appoinment of other named directors as specified in the Notice of Meeting.

    Shareholders in a company are not wholly toothless but their ability to influence its direction and control is very limited
     
  3. flying scotsman123

    flying scotsman123 Nat Pres stalwart

    Joined:
    Sep 9, 2013
    Messages:
    8,932
    Likes Received:
    13,767
    Gender:
    Male
    Location:
    Cheltenham
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    The problem in a nutshell! :)

    Forgive me, but this view seems to have undue focus on the WSR Plc as an ordinary business. Now I know it's very fashionable to say that heritage railways must be run as businesses and of course that is true and very important, they're a lot more complicated than ordinary businesses. We rely on financial donations, volunteers, and general railway enthusiasm to keep on being successful, and no one actually makes any money out of it at the end. Focusing unduly on the shareholders, who as you point out have little power and influence, and also don't get any dividends etc, to the detriment of legally "less important" bodies of people like the membership of the support organisation and even more crucially the volunteers, seems folly to me. On my railway to all practical purposes our directors are accountable to the volunteers. If they lose the confidence of the volunteers, they cannot serve their purpose effectively, and that isn't in the interest of shareholders anyway.
     
  4. Triumph 2500S

    Triumph 2500S Member

    Joined:
    Jul 26, 2014
    Messages:
    1,066
    Likes Received:
    933
    Gender:
    Male
    Occupation:
    Retired
    Location:
    Swindon
    Heritage Railway Volunteer:
    No I do not currently volunteer
    It is all very well all this talk about challenging the board but with whom do you replace them?

    To the best of my knowledge the presents incumbents are the only show in town!

    So where would you go from there?
     
    Steve likes this.
  5. 35B

    35B Resident of Nat Pres

    Joined:
    Jun 18, 2011
    Messages:
    14,519
    Likes Received:
    11,642
    Gender:
    Male
    Location:
    Grantham
    Heritage Railway Volunteer:
    No I do not currently volunteer
    It is the problem, and it is a structural problem of any organisation whose leadership are insufficiently rooted in their stakeholder (volunteer/shareholder/customer/local authority) base and/or who have too few people willing to make the sacrifices required to fulfil those roles. The special flavour - disappointing as it is - on the WSR is the seeming focus on the form prescribed by law rather than the substance that legislation is intended to facilitate and which is neccessary for any member based organisation to thrive.
     
  6. Lineisclear

    Lineisclear Member

    Joined:
    May 24, 2020
    Messages:
    136
    Likes Received:
    389
    Gender:
    Male
    Location:
    Worcestershire
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    6
    Dead Right! Legal accountability is to shareholders and that includes Being accountable for effective management of the company’s assets. For a heritage railway it’s key asset is a loyal and motivated volunteer base.
     
  7. Monkey Magic

    Monkey Magic Part of the furniture

    Joined:
    Jan 6, 2018
    Messages:
    2,236
    Likes Received:
    4,744
    Location:
    Here, there, everywhere
    Heritage Railway Volunteer:
    No I do not currently volunteer
    The ironic thing is that for an industry that looks to the past, the lessons of the past are rarely learnt.

    A classic example of how changing the organisational name, structures etc etc did not produce the intended result, we only have to look at the railways and grouping, nationalisation and privatisation. All were organisational reforms that promised resolutions to the structural issues, and that failed to deliver. One of the most obvious reasons is that while the organisations changed names, the people involved, the institutional cultures did not.

    If we look back over the recent history of the WSR, it is the toxicity that is the strongest sense one gets. I don’t see how changing the organisational form, is going to induce a culture shift. Moreover, unless I have missed it, I do not see how, without strong checks and balances, there is anything in the proposals to constrain the toxic management culture of the WSR.

    Any set of organisations can be made to fail by a toxic management culture that seeks to subvert their aims for their own purposes.

    This is the elephant in the room. The elephant that appears to have been ignored.

    Put simply, I see nothing in the proposals to stop another ex-6, SDRT, 169, the expulsion of critical volunteers etc etc

    Bailey is naive to think that the current management without any reform are best placed to carry out reform of the organisation of the WSR. Would you trust the PLC board given their track record?

    There needs to be culture change in the groups involved before there can be any meaningful organisational change that can hope to turn around the WSR culture and the business.

    The WSR has had Coombes, now Bailey. But things have only changed for the worse.
     
  8. Romsey

    Romsey Member

    Joined:
    Jul 14, 2007
    Messages:
    2,526
    Likes Received:
    889
    Gender:
    Male
    Occupation:
    Retired SPM
    Location:
    Close to Spike Island
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    I've heard stories from elsewhere about wrong products due to CTT mix ups. Luckily in my time dealing with Esso at Fawley, they kept their own records of what was last loaded to each rail tank car. Even if TOPS was wrong, they knew what product to put in them when they were loaded. We had an early fax machine between the charge-mans' office at Fawley and Southampton TOPS which used treated paper. The chemicals smelt horrible but were useful for degreasing model rolling stock being painted on night shift.

    Along with Athelney, I was trained on the early IBM terminals with 80 column cards. Later was the move to VENTEK terminals and 96 column cards. I departed for Freightliner and then different jobs in Regional HQ before cardless was introduced. (The chad from IBM cards was used for 4mm/foot tiling for model buildings, for those who could be bothered.)

    Cheers. Neil
     
    Wenlock and athelney like this.
  9. 35B

    35B Resident of Nat Pres

    Joined:
    Jun 18, 2011
    Messages:
    14,519
    Likes Received:
    11,642
    Gender:
    Male
    Location:
    Grantham
    Heritage Railway Volunteer:
    No I do not currently volunteer
    I think you miss a vital point. The current structure entrenches divisions, amplifying the scope for issues. A rational structure will minimise that scope, making it harder for divisions to form and fester.

    No organisation structure can prevent problems caused by people, or prevent people doing the wrong things, but that’s not a reason to dismiss attempts to make them better.


    Sent from my iPad using Tapatalk
     
  10. Monkey Magic

    Monkey Magic Part of the furniture

    Joined:
    Jan 6, 2018
    Messages:
    2,236
    Likes Received:
    4,744
    Location:
    Here, there, everywhere
    Heritage Railway Volunteer:
    No I do not currently volunteer
    This would work if you were starting tabula rasa.

    I’ve made the point about the organisational issues and divisions several times over the last few months. Indeed I pointed the problems of fiefdoms previously and vested interests as a barrier to reform.

    I think you are conflating organisational forms with structure. The culture is a structural problem which magnifies organisational problems. This is why focussing just on the organisations is doomed to fail.

    If we consider North's definition of institutions as:

    My point is that the proposals concentrate purely on the formal and ignore the informal.

    As we can see with the contemporary world, it is the informal constraints that allow the formal rules to function properly. Once people start to ignore the informal constraints the formal rules crumble.

    In the case of the WSR the problem or culture and organisation is circular which is something that Bailey does not get. The culture is fed by the organisation structure, but the dysfunction of the organisational structure is fed by the toxic culture. X organisation might try to stab Y organisation in the back, and the organisational framework might allow that, but it is the culture of the place that means that one set of people want to stab another set of people in the back that is the problem.

    A rational organisational form will do nothing unless you deal with the content.

    In any system there are still politics, they just take place within the organisation instead of between organisations and they are still as bloody and futile as they ever were.

    The point is this, you can whistle up all the organisational reforms you like, but the difficult thing is changing the culture. Formal and informal have to go hand in hand.

    If management doesn’t learn to accept dissent and continues it to treat those who disagree in the same manner in which it current does, then what is the point of a nice new shiny organisation?

    My point here is not to dismiss the idea of organisational reform, indeed it is welcome and necessary, but to question whether it can be effective in achieving its stated aims given the role that is being given to the PLC in carrying it out.
     
    Last edited: Aug 23, 2020
  11. Piggy

    Piggy Member

    Joined:
    Feb 28, 2020
    Messages:
    183
    Likes Received:
    233
    Gender:
    Male
    Location:
    Somerset
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    Trying to sell what one doesn't own is simply fraud, isn't it ?
     
  12. Dunfanaghy Road

    Dunfanaghy Road Member

    Joined:
    Oct 9, 2019
    Messages:
    398
    Likes Received:
    480
    Gender:
    Male
    Occupation:
    Retired
    Location:
    Alton, Hants
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    I have got loads of the IBM 80 column cards. Salvaged from Woking TOPS office by the shunters and still being useful when I moved there in 1994. How long since they went out of use? That's preservation!
    Pat
     
    Romsey and Wenlock like this.
  13. RailWest

    RailWest Part of the furniture

    Joined:
    Dec 7, 2011
    Messages:
    2,547
    Likes Received:
    4,611
    Gender:
    Male
    Location:
    West Country
    For many years in my early days there were several large boxes in my office cupboard filled with 80-column cards. These were the 'master backup' for a complex database analysis programme - in the event that the computer version ever got corrupted/lost, as a last resort all the cards could be re-loaded. I think these boxes moved around with me for about 10 years before eventually it all got transferred onto reels of magnetic tape. When that too became obsolete some of the tapes ended up in my garden shed, where every year they were strung across the fruit bushes to keep the birds off! After a while the oxide coating would wash off and then another reel would be opened..... The mainframe used to crash quite often, but the 'core dumps' onto reams of continuous stationery yielded yet more boxes of useful 'scrap' paper that could accommodate long full-size plans for model layouts etc and kept me supplied for years after :)
     
    Wenlock and Fish Plate like this.
  14. gwilialan

    gwilialan Part of the furniture

    Joined:
    Dec 8, 2012
    Messages:
    1,369
    Likes Received:
    3,325
    Gender:
    Male
    Location:
    Out there somewhere
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    I believe the Plc directors have to stand down after 3 years in office although they are fully entitled to offer themselves for re-election. Obviously not all the Directors stand down at any one time but some must, so therefore the shareholders have an opportunity at the AGM to vote against the reappointment of those directors and a simple majority 'against' is sufficient to prevent their reappointment.
    The other thing (as I keep harping on about) is for enough 'new blood' to stand for election as directors who, if sufficient were elected, could simply out vote the current directors at board meetings making them, and their policies, impotent.
    I suppose you could promise to sell something to company 'A' with the sale dependent on the condition that council 'B' will sell the thing to you in the first place. So long as you don't claim to be the current rightful owner I guess you might get away with it...
     
    The Dainton Banker likes this.
  15. athelney

    athelney New Member

    Joined:
    Jan 9, 2009
    Messages:
    438
    Likes Received:
    101
    Gender:
    Male
    Occupation:
    Retired warranty administrator
    Location:
    Abbotsford , BC. Canada
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    I have a few here in Canada also ...off shore preservation ! :)
     
  16. Lineisclear

    Lineisclear Member

    Joined:
    May 24, 2020
    Messages:
    136
    Likes Received:
    389
    Gender:
    Male
    Location:
    Worcestershire
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    As far as I am aware there is no time limit on a directors holding office in the PLC but one third ( or the nearest to one third) must stand down each year and, if they so wish, offer themselves for re election. There can also be restrictions on who can stand for election. Some Articles can provide that no one can be elected unless they are recommended for election by the existing Board subject to an exception if notice to propose someone has been given by a qualifying shareholder within a specified timeframe before the meeting ( typically at least two months in advance)
     
  17. gwilialan

    gwilialan Part of the furniture

    Joined:
    Dec 8, 2012
    Messages:
    1,369
    Likes Received:
    3,325
    Gender:
    Male
    Location:
    Out there somewhere
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    OK but lets have a bit of balance on here by saying also that some Articles can provide that anyone can be elected so long as they are proposed and seconded by members/shareholders.

    Please try to keep more balance in your comments. You appear to consider that there is only one way and that is your way. While you may not agree with many of the comments or proposals on here it is up to the members of the railway to decide which they prefer.
     
  18. Lineisclear

    Lineisclear Member

    Joined:
    May 24, 2020
    Messages:
    136
    Likes Received:
    389
    Gender:
    Male
    Location:
    Worcestershire
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    Well it’s a relatively simple matter to check the PLC articles to see what they say.
     
  19. Robin Moira White

    Robin Moira White Nat Pres stalwart

    Joined:
    Apr 27, 2014
    Messages:
    10,442
    Likes Received:
    15,620
    Gender:
    Female
    Occupation:
    Barrister
    Location:
    Stogumber
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    Not sure who has sold you this line, but it’s wrong.

    This IS the method used for un controversial matters but it only requires two shareholders to ask and the vote has to be taken as a ‘poll’ vote, where size of shareholding matters.

    The Chairman of the meeting alone can also decide to take the vote in this way.

    Robin
     
    Blackdown Boy and Sunnieboy like this.
  20. Robin Moira White

    Robin Moira White Nat Pres stalwart

    Joined:
    Apr 27, 2014
    Messages:
    10,442
    Likes Received:
    15,620
    Gender:
    Female
    Occupation:
    Barrister
    Location:
    Stogumber
    Heritage Railway Volunteer:
    Yes I am an active volunteer
    I read the statement by the WSR plc with interest. The WSRA Trustees had no early sight of it before it was made public.

    I do not understand the comment about expense, particularly about TUPE, my professional area. Even if a new company structure was required, for a small company some fairly minimal consultation is required, which would not seem to generate expense anything like claimed.

    If one starts with the premise that something must be difficult and expensive, then justification can usually be found. If, on the other hand, one looks for a way to achieve something speedily, easily and inexpensively, then the search may prove fruitful.

    Robin
    (A personal view)
     

Share This Page