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West Somerset Railway General Discussion

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

  1. RailWest

    RailWest Part of the furniture

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    At the end of the day (as they say), I suspect that this latest saga will follow the course of many political elections in that many of the voters (whether at the WSSRT AGM or whatever) will only remember the latest 'headline' good/bad news item and forget (or have not bothered to research) all the background information :-(
     
  2. The Dainton Banker

    The Dainton Banker Well-Known Member

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    You overlook the democratic processes involved:
    Firstly, the challenging group have to persuade the members of the Trust to elect a sufficient number of them to the Trust Board to enable them to influence Trust policies.
    Secondly, if that occurs, (and it may not) the new Trust Board would have to put forward a motion to enable it to proceed along the lines of amalgamating with the WSRA. Again, it would be up to the membership to decide whether to go down that path or not. Even if they voted in favour, it would in all likelihood be at the next AGM (2021) so nothing is going to happen in a hurry.
    Thirdly, the members of the WSRA would similarly have to approve any motion to amalgamate.

    Even if all of these stages are completed successfully and a single charity formed, it still would not have a controlling interest in the PLC, although it would certainly be able to speak with an authoritative voice !

    Hardly a takeover by any definition !
     
  3. The Dainton Banker

    The Dainton Banker Well-Known Member

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    Further to my posting above, would somebody explain the practical objections of the existing WSSRT Trustees to the nomination of the new candidates. I understand that they dislike the policies being promoted by the new group but, apart from an understandable surprise at the nominations, what is it they are so strongly opposed to ? Despite being asked before, this has not been clearly stated and it is no help to their case if their own members are unclear on the issues.
     
  4. Lineisclear

    Lineisclear Member

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    Perhaps the claim of elegance and simplicity is at the heart of the decision the WSSRT members need to make. Everyone seems to agree on the need for a controlling charity. The issue is how to get there as quickly and economically as possible. On the one hand the PLC led initiative is backed by the the three Chairmen ( recent resignations seem unlikely to change that) and by the Partnership Development Group. The first stage of consulting PLC shareholders is substantially complete with an overwhelming majority in favour of that evolutionary approach. Incidentally don't know where the myth arose that they would be the only members of the new charity. That needs to be set up as an all inclusive membership charity from the outset and, as the recent joint statement confirmed. it must not be a re -arranging of the deck chairs.

    My concern with the alternative plan involving use of the WSSRT shareholding in the PLC was that it would be divisive and inflammatory. I was wrong. Not in my concern but in failing to appreciate just how damaging and confrontational it would become.

    I can't help but observe that there's more than a whiff of hypocrisy about it. It's argued that the WSSRT 's continued independence would detract from the WSR's overall position so that needs to be sacrificed for the greater good. But hold on! Aren't these the same people who were arguing passionately for the S and DR Trust to continue as an independent charity on WSR premises?

    Far from being elegant and simple the proposal faces a number of complex hurdles that provide ample opportunity for continuing dispute. I can think of at least one, and possibly two, perfectly legitimate avenues open to the WSSRT Trustees that could have killed off the proposal. That they have not chosen to follow them and leave the opportunity for the WSSRT members to decide speaks volumes about the Trustees integrity.

    So let's imagine that the 10 ( or whatever the final number is) are elected. What next? The answer seems to be a lot of pain and grief, and complexity!

    How would the new Trustees reconcile the potentially conflicting duties they owe to the WSSRT and WSRA? It has surprised me that some already seem free to propose policies that do not reflect those of the Board on which they sit. Normal cabinet governance is that you state your case round the board table but outside you support the party line or resign. Where Trustees owe duties to two organisations the WSSRT Articles are quite clear. They may find themselves excluded from debate or voting on the issue they seek election to address.

    There are motions to direct the Trustees as to how they must behave in relation to the re -structure and the ownership of the WSSRT shares. If passed would they be binding on the Trustees? As is usual the WSSRT Articles provide that the Charity is run by its Directors. Requiring them to pursue courses of action that conflicted with the WSSRT' s charitable purposes would not be binding and amounts to a change in the Articles which requires a special resolution ( i.e. a 75% majority). If they were to implement the members ordinary resolutions (50% majority) the Trustees could be in breach of their duty and personally liable.

    Somehow the members of both charities have to be persuaded to merge which to all intent and purposes involves creation of a new charity. It seems likely that would require a special resolution of each charity's members (75% majority). That's quite a high hurdle to surmount.

    The proposal will require Charity Commission consent. Given the inevitable consequence of victory by one tribe meaning the other is vanquished it would be naive to assume that complaints to the Commission will not be made.

    To fulfill the former WSSRT charitable objects presumably the merged charity would intend to maintain and develop the museums at BL and BA. Robin seems to confirm as much. However the rights of occupation of those sites granted by the PLC would not automatically transfer to the merged charity. Why would the PLC agree to assist a shareholder whose declared aim is to take control of it?

    How will one minority shareholder persuade the others to, in effect, transfer their shares to it free of charge? Those shareholders enjoy statutory protection.

    The really big difference between the 10's plan (apologies if there's more but I can't keep up with the pace of nominations) and the evolutionary approach is brought into sharp focus by the Covid 19 crisis. Sadly many heritage railway operating companies are going to rack up substantial losses. If they have a support charity it's only legitimate for that charity to use its funds to pay for things like the wage bill if it controls the loss making company. Control for that purpose doesn't mean ability to dominate the votes at a general meeting. I'm pretty confident it would mean control of more than 50% of the voting shares. The plan may hope to get to that magic figure but it's not clear how. That restriction on what charities can contribute is why recent Culture Recovery Fund and NLHF grants have gone direct to operating companies such as the PLC. I don't think anyone doubts the scale of the financial challenge the WSR faces. It would be tragic to see see the railway become insolvent with funds sitting locked in the charities bank accounts.

    For all these reasons my view is that far from being elegant and simple the plan is actually more complex and problematic than the alternative. Above all, as has been amply demonstrated by recent events, despite its proposers intentions, it has already succeeded in creating the precise opposite of a Peaceful Somerset.
     
  5. bristolian

    bristolian New Member

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    I'm sure that the 'opposite of a Peaceful Somerset' was already in place, and that the '10' were trying to remedy that...
     
  6. jnc

    jnc Well-Known Member

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    Humanity clearly has a lot to learn about social media, as this and things like 'cancel culture' make clear. My determination to never have anything to do with Faceache is re-doubled. BTW, the problem there is not with a lack of formal rules and official oversight (those aren't the problem, or the solution); it's in the hearts and minds of too many users. Just as physical society has learned to more or less run itself without constant detailed police attention, online social media behavior has yet to reach that level - and it will apparently take decades to do so. Humanity adapts slowly to changes, but the constant rush of new technology just doesn't stop, to give it a chance to adapt. (Yes, I know - ironic for me to be saying that.)

    Noel
     
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  7. flying scotsman123

    flying scotsman123 Nat Pres stalwart

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    I disagree with most of your long post, and I'm not going to complain about all your waffle about what trustees can and cannot do and and excuses about the CC again, but this paragraph particularly stuck out. If you don't understand why the two are different, I'm really not sure that the HRA represents and understands the heritage railway movement very well at all, and I find that very depressing. I also don't understand why the HRA feels they can wholeheartedly endorse a management regime that have had no HR policies for over a year, which has done incredible amounts of damage for the WSR's image via social media, as opponents have had no recourse other than to reply online, and a management regime that do not feel bound by contracts. Whether there is a legal loophole or not is irrelevant, it diminishes the WSR's standing in the real world.
     
    Last edited: Oct 25, 2020
  8. Forestpines

    Forestpines Part of the furniture

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    Indeed-and one thing pointed out previously a few times on this thread is that the various supporting factions are always eager to dive into legalistic arguments about point 2, whilst ignoring that point 1 was deeply unethical to start with.

    Replace "doxx the candidates" with "evict the S&D" if you like: very similarly themed arguments have occurred each time.
     
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  9. The Dainton Banker

    The Dainton Banker Well-Known Member

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    John,
    In my posting of last Friday (#33717) I asked you to explain where is this "conflict between what the members want and the Directors/Trustees statutory duties" that you refer to ? You did not reply, but you are again claiming that the Trustees could be required to pursue "courses of action that conflicted with the WSSRT' s charitable purposes." I can see no evidence to support this claim and would appreciate an explanation of your reasoning .
    Mike
     
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  10. RailWest

    RailWest Part of the furniture

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    With respect, I suggest that you are comparing chalk and cheese here.

    The WSSRT, as its full name implies, is a charity targeted specifically at the WSR itself and therefore may well IMHO be seen as a legitimate candidate to be part of a large single WSR charity. By contrast the S&DRT clearly is not - its key interest is the S&DJR and just happens to reside on part of the WSR as a result of history. I seen no reason why it should not remain independent of the WSR in exactly the same way as the DEPG.
     
  11. Monkey Magic

    Monkey Magic Part of the furniture

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    The irony meter is exploding with this effort.

    And your own plan?

    Is it going to be put the members of the various organisations for approval?

    Your argument boils down to 'my mates, the three chairmen agree with me, so you proles should suck it up.' You do realise that you only have a railway to play fat controller with because of the volunteers, supporters, donors and passengers. You need them, not the other way around.

    Wow, strawman alert.

    WSSRT - is going to be able to carry on doing what they do under a new organisational form
    S&DRT - being evicted.

    I think I can see a difference here in the two issues. If the WSSRT was going to be evicted and stopped from restoring carriages you might have a point.

    I'd have thought considering that your job was to mediate in the S&DRT - WSR dispute you'd have remembered that minor detail.

    Instead they just got you to go and do a hatchet job to the local press. Trojan Horse anyone, naturally of course, that really helped lower the temperature.

    Check and balances, what a novel idea.

    And this won't happen with your plan? What was that about hypocrisy?
     
    Last edited: Oct 25, 2020
  12. 60044

    60044 Member

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    Lineisclear wrote:

    I can't help but observe that there's more than a whiff of hypocrisy about it. It's argued that the WSSRT 's continued independence would detract from the WSR's overall position so that needs to be sacrificed for the greater good. But hold on! Aren't these the same people who were arguing passionately for the S and DR Trust to continue as an independent charity on WSR premises?

    If you cannot see the difference between a charity set up to support an aspect of preservation on the WSR and another set up to preserve S &D artefacts and was offered, and accepted, a home on the WSR in its early days, what confidence can we have in the remainder of your pronouncements?
     
  13. Geoff May

    Geoff May Member

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    As a shareholder I have had no communication from the plc and have not been made aware of any consultation taking place.
     
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  14. Poolbrook

    Poolbrook New Member Friend

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    I've had some press release type emails but nothing that could be called consultation which asked for me to react.
     
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  15. Otaioengineer

    Otaioengineer New Member

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    I live too far away from Somerset for the WSR to be my heritage railway of choice. However, because I spent many happy days a few years ago taking part in activities on the railway I have a fondness for it and I wish to see it survive through these difficult times and prosper. Volunteer support organisations are vital to keep the WSR, and almost all heritage railways, going. Without volunteer time freely given most would find it impossible to survive.

    What is happening now with the WSSRT is deeply saddening to me and to many other supporters of this and other heritage railways. The current situation is that two groups of supporters are at war with each other creating a pall of smoke that is obscuring the best way forward for the Trust. Whatever the rights and wrongs of the actions of both sides in this war, and I take no side in this, I would hope that a truce can be called with a suspension of hostilities to allow the fog of war to disperse so as to allow all members of the WSSRT to have time to reflect and consider how they are going to vote at the forthcoming AGM.

    If this war of words and threatened actions do not end I foresee that the AGM will turn into a battleground between the two sides with possibly no clear outcome which would be a disaster for the Trust and the wider WSR community.

    I plead, for the sake of the railway, that everybody involved in this unedifying spectacle pause, take a deep breath and resist from posting on this forum until after the AGM.

    BTW, I use the words ‘war‘, ‘hostilities’ and ‘battleground’ advisedly because to me, an outsider, this is how it looks.
     
  16. MellishR

    MellishR Part of the furniture Friend

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    This thread moves so fast that some of what I have been typing below has been covered by others before I was ready to post; but I'll leave it in rather than spend more time editing while still others put their oars in.

    I think we can all agree so far. However the PLC Board have stated that their route to the single charity would cost a lot of money. They have not explained where that money would come from. Even if it can be found from somewhere, how can that not reduce available funding for essential work elsewhere, and how can it be regarded as reaching the destination "economically"?

    I think we can all agree that the present confrontation is damaging, and that the argument from anyone "but they started it" doesn't cut much ice. However the WSSRT Trustees have never explained why they believe that the "takeover" would be to the detriment of the Trust, despite some of us asking the question more than once.

    A fair question, but there is an answer. No-one on either side has ever suggested that the S&DR Trust should amalgamate with any of the others. It is recognised to have significantly different purposes from the WSSRT and the WSRA, whereas the latter two have very similar purposes. The only argument concerning the S&DR Trust was whether it should continue as an independent charity on WSR premises or somewhere else, with only half-baked and changing reasons being advanced for eviction, and the obvious reason against being the cost of a move, which would have to come from sympathisers with its predicament, some of whom might otherwise have chipped in to help the WSR.

    What hurdles are those (besides needing the support of the WSSRT members)? And how do those hurdles compare with the (six-figure?) cost of the PLC's route to paradise?

    No-one else seems to have thought of those avenues. Did the WSSRT Trustees think of them but choose the rhetoric of "hostile takeover" and "Trojan Horse" instead; or did they not think of them, just as they did not think very clearly about GDPR?

    Some of us hope for and expect a more positive outcome; but even if there are "pain and grief, and complexity" that can hardly be worse than the WSR has been going through for at least the last two years.

    Again a fair question. If there is a consensus for the merger in both sets of Trustees there would be no conflict. In the absence of consensus the Trustees concerned would need to remain out of the decision processes.

    That is a possibility with either result, but it has been stated (somewhere back in this thread) that the Charity Commission are generally in favour of combining charities, whereas they might be muich less keen on the creation of a third overlapping one. And haven't the merge "tribe" already declared that they will accept the members' votes?

    You're the lawyer, but (a) why should the merged charity not inherit all the rights and responsibilities of the two old ones and (b) how would evicting the merged charity from those sites help the PLC except as vengeance?

    If the WSSRT and WSRA merge, does the new charity not automatically inherit both shareholdings? And isn't it the PLC plan that involves transferring shares?

    Yes it would, but is either of the present charities sitting on a pot of money that can't be used? And what about the new pot of money that the PLC has said it would need for setting up the new charity?

    A view to which you are perfectly entitled, but not the only view. To some of us the proposed merger seems simpler and an evolution.
     
  17. martin1656

    martin1656 Resident of Nat Pres Friend

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    As I see it, any reorganising of the structure is going to be painful, and there will be fall outs, some people are going to lose their grip on power, and they won't like it, but that's what it is going to need to save the WSR, The real hidden issue isn't the WSSRT elections, its the possible outcome that strengthens the ability of the charities to hold the PLC Board to account, Dictorial regime's don't like being held to account, or having to justify their actions, and a combined charity, does not suit their plans, you can bet any new charity formed by the PLC, Will have the same people in positions of power, only the operational name will change, that's why the PLC, wants the WSSRT to sit quietly in the corner , and they throw it a bone every now and then, and only use it to negate the noisier big brother (WSRA) It's made easier by the infighting caused by people with their own personal grievances and game plans, against some of the leading personalities involved in this .
     
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  18. Paulthehitch

    Paulthehitch Member

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    IMHO it was always unwise of the H.R.A. to get involved in this "hateathon". They must be wishing they hadn't now.
     
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  19. 35B

    35B Resident of Nat Pres

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    Oh dear. The general manager of a railway I’m a member of writing a paean of praise in support of someone under whose leadership the WSR has descended into utter acrimony, failed to operate in a year above all others that it needed to earn some cash, has failed to operate basic principles of employment practice, does not comply with HRA policy and has given rise to suggestions of a culture of fear. I may need to reconsider my support for that railway.

    That he is also a vice chair of HRA causes me real concern as to the judgment of HRA.


    Sent from my iPhone using Tapatalk
     
  20. The Green Howards

    The Green Howards Part of the furniture Friend

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    Tear the whole bloody thing up and give the trackbed to Sustrans.
     

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