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West Somerset Railway General Discussion

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

  1. Miff

    Miff Well-Known Member

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    I guess a key question is how will the new charity be controlled, and Trustees appointed. Are you suggesting the existing plc shareholders should be the only members or could anybody join- in which case there’s no reason why the WSRA shouldn’t merge itself into the new charity, as they have already pledged to consider subject to consultation with their own membership.
     
  2. flying scotsman123

    flying scotsman123 Nat Pres stalwart

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    I presume that is the idea. Last I understood it the WSRA did intend to merge with this new charitable body. Perhaps @aldfort or @Robin Moira White could confirm for us?

    I must say, whilst I still think the mode of transport is less than satisfactory, I do have some naiive hope that the end destination doesn't look too bad. It would be better if the WSSRT chose to get involved too of course, but we can't have everything.

    One question for @Lineisclear or anyone else, what happens if a minority of current Plc shareholders are unhappy with having their voting shares turned into non*voting shares? Does that scupper the whole thing, does it mean just those protesting would be allowed to keep their shares as voting, or could they be overridden? What about shareholders who cannot be contacted for whatever reason? Is there a quorate number of shareholders who must agree to the proposals over and above just a majority of those who respond?

    Not trying to pick holes, just curious, for the record I think the original idea of setting up a new operating company did feel too complicated compared to this.
     
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  3. Matt37401

    Matt37401 Part of the furniture

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    I always think that the A1 trust seem to do very well with their Insta feed even during a year like this their comms and marketing seem to be bang on, I’ve said this before but you can take a decent photo on a smart phone these days, a little caption, and within seconds those that follow will get a message alert.
    At work we send out an email at the start of the week but we then we try and keep the interest up with a photo or story on Instagram.
    I really can’t remember it’s been that long ago but didn’t whoever was in charge of marketing get made redundant some time ago?
     
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  4. Andy Norman

    Andy Norman Part of the furniture

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    John, I can see logic here so these are genuine questions.
    • If the existing PLC becomes the new Operating company and a new 3rd Charity (3C) owns all of the shares in it, how does the shares (or Membership numbers if that’s a better word) in 3C work ?
    • If you were to get every current PLC Shareholder to convert their shares to 3C Memberships which will be a job in itself, how does the numbers of memberships pan out?
    • If there are 24 Million PLC shares and the WSSRT & WSRA have about 2 Million each so say 9% each does both have 2 million Memberships each out of 24 Million Memberships or does their shares just become as equal as my shares at 10,000, so me as a Member has 1 Membership and the WSRA/WSSRT also have 1 Membership. This would of course effect voting/electing at a 3C AGM and of course effect who gets elected to the Board and who influences that.
    • Depending on the answer to the above, if it’s the former is there a risk of just transferring the voting issues which have caused much of the current impasse from one place to another?
    • The WSSRT have been clear in their AGM votes that they intend to remain independent, so that means they will stay as a Charity on the WSR only (if they are allowed), so if they give their shares to 3C, that gives them a Membership of 3C but they keep their assets. It’s highly likely now as a result that the WSRA may also do the same thing. Does that mean that 3C could have no assets, no money and no Membership fees early on because it’s not likely people will give up their PLC shares and convert them to a 3C Membership if they also immediately have to pay a 3C Membership fee to keep a vote, so they are likely to just not change and keep their PLC Shares and still vote.
    • If so how will 3C be able to gain enough traction financially to survive its own costs in the first few years whilst it builds up both finances and operational ability ('i.e. form a Grant Funding capability quickly) as a Charity?
    • That then could mean 3 Charities on the WSR and the conflicts of Grant Funders seeing competitive charities, which could only ever lead to 2 of the 3 Charities being ‘degraded’ as not representing the WSR only being a charity with separate objectives?
    • Would it not just be better, quicker and cheaper to use the WSRA as 3C? It has assets, money, a fund raising capability, and importantly side steps the voting stalemate because they would become the Charity not a voting member of the Charity, and they are already established as a '3C' which gives them a big head start. It would be a lot easier to convert PLC shares to WSRA Memberships surely, even if you did get the WSRA to vote to give all its large assets to 3C and just dissolve itself. As I see it only two things stand in the way: 1. the articles which could be changed, and 2. People not liking other people and the mis-trust we all know exists.
    • Do we risk inventing a structure to suit individual’s personal feelings rather than what’s best for the WSR viewed as a structure only? I know that would be a big issue to resolve, but a clean sweep of WSR Management is going to happen one way or another either at once or in stages, so surely better for all to face it as a part of a controlled re-structure rather than continued chaos?
    • I don’t see the WSSRT having an issue either way as they have already voted for independence with nothing to do with WSR Management, so they will no-doubt be happy to give their shares to either and indeed as a member of the WSRA could still play a part influencing them.
    • I assume a 3C or a WSRA as ‘the Charity’ Board will be voted in from the start by the People of the WSR as Members, not by an existing PLC Board who would not play any part in who their new bosses are. I know for many that’s most likely a key question to unlock many things so some clarity from an early stage is important as it’s a part of breaking the deadlock?
    Sorry, lots of questions which will result in more and I appreciate you may not have all the answers yet, but I think you know my views on the last set of Accounts and my opinion that time is running out financially for the WSR to get this right. So the current stalemate and ever deepening bunkers does need breaking quickly, very quickly.
     
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  5. Robin Moira White

    Robin Moira White Nat Pres stalwart

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    Good question.

    It has had a great many views, especially during the depths of lockdown. Subscribers creep up each day. Several of us have learned a lot about video-editing.

    The most popular video was that of WSR plc Director Martin Brown explaining hand weeding. As has been explained, we had a video in preparation on Seaward Way Crossing featuring members of the WSR S&T Dept but were asked not to complete that. Hopefully that might change when the process with statutory consulted is further advanced.

    The platform is there and creeps toward 1,000 subscribers when it could be monetised. WSR plc Officers explaining (1) winter works, (2) re-opening, or (3) plans for 2021 would, no doubt make interesting features.

    Happy to receive suitable material.

    Robin
     
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  6. jma1009

    jma1009 Well-Known Member

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    Andy,

    An excellent post above from yourself.

    I haven't read anything from the WSSRT that it's independence from the Bailey Report process will amount to it giving up it's shareholding in the WSR plc - however newly constituted in perhaps a few year's time.

    What is required of the WSSRT board, subject to membership approval,
    is a policy statement regarding their shareholding in the WSR plc, as is, and as might be re-constituted.

    The WSSRT also need to get their lease agreement sorted out post haste, and get it executed and registered! This would be the top agenda item for me if I were involved as a standing item on the board's agenda until accomplished.
     
  7. flying scotsman123

    flying scotsman123 Nat Pres stalwart

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    Surely under these proposals the WSSRT had little choice in the matter? It can do what it likes with its shares, but the point is the influence it gives them via voting is lost.

    Another question. The Plc says it is consulting its shareholders. The two biggest shareholders are the WSSRT and WSRA. What discussions have been had between the Plc and the two boards on this matter?
     
  8. jnc

    jnc Well-Known Member

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    I was mildly curious about where things are with that, if anyone knows. The ORR document on the crossing paperwork process has a mind-blowingly complicated diagram of the process - Figure 10 (Section 3.69) - and I was wondering where on that things are now.

    Noel
     
  9. Ploughman

    Ploughman Well-Known Member

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    My comment there seems harsh, please accept my apologies.
    I do appreciate all the work you are doing now as I have been there, done that myself and still do.
     
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  10. Jamessquared

    Jamessquared Nat Pres stalwart

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    I'm wondering if you are overcomplicating it?

    As I see it, the suggestion is that a new charity is set up. The plc (by a vote of its shareholders) votes to create a new class of voting shares, 100% of which are vested in the new charity. The existing shares lose their voting rights but retain any other privileges, notably any travel concessions the company may choose to bestow.

    The new charity would then need to attract a membership, but those members could be anyone, just as on any other railway. You would join, have voting rights (presumably on a one member, one vote principle) and would retain them only for as long as you remain up to date with your annual subscriptions.

    That course does seem one mechanism by which the railway could be placed into the strategic guidance of its members (with the plc acting as an executive operating body to deliver the member wishes) but it would be very clear - for the first time, perhaps - that "the members" means just those of the new charity, since it is only the new charity that has any voting control over the plc.

    That does present what feels to me like an existential question to both the WSRA and WSSRT as to their future. If members of both drift away to the new charity which would be the de-facto "membership organisation of the WSR" (with benefits, such as travel discounts on "the railway"), there is a risk to both the WSSRT and WSRA that they end up as asset-rich, cash poor organisations. The real charity power (and fundraising heft) would be with the new charity; the WSRA would potentially be left with a diminished base and two non-operating locomotives and a few carriages; the WSSRT would have the heritage carriages but it is already clear that even at its current size it doesn't have the resources to restore them with any degree of rapidity. In the circumstance, I think the logic for both organisations would be (via a vote of their own members) to voluntarily wind themselves up and fold into the new charity.

    The end result would I think be what everyone agrees they want: an operating company 100% controlled by a single member charity, able to present a united face to external funders. It is only the path to get there that seems to be divisive.

    Tom
     
    Last edited: Nov 19, 2020
  11. RailWest

    RailWest Part of the furniture

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    Looking at it in simple terms, from a personal viewpoint what seems unclear to me at the moment is:-

    Currently I am a WSRA Life member. If the WSRA were to become the new 'third charity', then I assume that situation would remain unchanged. However if the 'third charity' were to be a new, discrete body, then how do I, and others like me, become (Life) members of that body without having to pay again? And what then would be the purpose of keeping the WSRA in addition especially if we had to pay to belong to belong to both. Surely the whole idea is to simplify the process, and in so doing ensure that "WSR members" need to belong to one body only in order to support the railway and help to determine its direction?
     
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  12. Jamessquared

    Jamessquared Nat Pres stalwart

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    If the process is as I outlined (i.e. entirely new charity is set up, and the existing charities have to decide, via their respective memberships, whether to merge or not), then that comes down to a negotiation between the new charity and the existing ones that are folding in to it. It would seem in those circumstances to be wise for the new charity to be generous in the terms offered, specifically, that members of the existing charities could join on the same terms as they previously had. That would mean annual members being automatically enrolled for a year at no cost (after which the annual subscription would become due), and life members of the old charities becoming life members of the new. It is ultimately down to negotiation, but a degree of magnanimity on behalf of the new would in my view be wise, both to smooth the process and more importantly because the life blood of any charity is the membership, and you want to create the smallest possible barrier to joining as possible. The members will, after all, be the prime source of the necessary financial support for the new organisation.

    Tom
     
  13. Colin Allcars

    Colin Allcars Member

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    As if this board subject isn't impenetrable enough! Now a translation programme is needed.
     
  14. Sidmouth

    Sidmouth Part of the furniture Staff Member Moderator

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    A number of interesting and diverse conversations yesterday

    Firstly came the (no surprise) perception that the forum is anti WSR (it isn't )

    Secondly a post that broadly said good news relating to the WSR wouldn't be posted on here. The only truth is that someone needed to make the effort and share it

    What struck me is that Nat Pres has become a useful tool and distraction in the broader WSR story . As the discussion is generally negative it is easy when questions are raised about the management to almost go , they hates us , Nat Pres Hates us .

    straying into the strange their is a life of brian moment , we should unite against the common enemy , the WSR management , No Nat Pres ...

    my challenge which I did set in the WSR facebook groups is to share news (especially around signs of the railway coming back to life)
     
    Last edited: Nov 19, 2020
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  15. Andy Norman

    Andy Norman Part of the furniture

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    Tom

    And this is at the core of my questions really, it’s a new area for me so I really don’t know what can and can’t be done.

    The WSSRT have taken themselves out of the equation so that simplifies things as any new controlling Charity will later decide if they can use the name and any part of the WSR remit so it’s not now a re-structure issue.

    If you end up with one charity controlling an operating company which I think all see as the way forward and JB’s suggestion is we can keep the existing PLC as the operating company. Why not also keep the current WSRA who already ‘own the space’ as ‘the charity’ as the charity. Why the need for a new charity which the old charity has to give itself to, is that just adding a layer of complexity & cost to get to the same end place?

    It just seems to me that inventing a new charity whose cost we have been told is a “six figure sum” and will take until the 2021 AGM to propose before even starting makes it more complex than it need be, introduces more chance of failure to achieve and will take longer than working with what’s already there.

    I think I must be missing something in why this wouldn’t work and I’d like to understand why the WSRA being 3C is not a viable option other than some people don't trust 'it'?

    I’m of course viewing this from a time and cost perspective because the WSR doesn’t have either to spare. I’m not allowing personalities, history and past performance of either PLC & WSRA Boards to influence what I’m saying, in part because its highly likely both ‘new’ Boards will have some of the same people on them as today and a set of a performance reviews, KPI’s, Objectives, directions, governance, etc. will need to put in place and both new Boards will need to perform differently, to a higher level and with a new accountability either way we go.
     
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  16. flying scotsman123

    flying scotsman123 Nat Pres stalwart

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    As I understood it the 6 figure sum related to setting up a new operating company and all the complexity associated with that, rather than a new charity. I may be wrong. But setting up a new charity really oughtn't be a 6 figure.

    Aa for not using the WSRA, assuming the WSRA merge into this new charity fairly quickly, then I agree, I'm not sure what practical difference it makes. If it makes some people feel better about it though, then who are we to argue?
     
  17. Andy Norman

    Andy Norman Part of the furniture

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    Yes, I agree with you, I also on a personal level don't like the sound of a 'current' WSRA running the WSR, its performance and actions have been at times as bad in recent years as others so I'm no fan at all, it needs to change a lot to be fit for purpose in any new role and that will mean it needs to in part 'clean sweep' itself first so I would also want to feel better about that personal bit as well.

    So it then just comes down to two basic things to compare and a confirmation of one thing as a starting point for all to begin to make some informed decisions:

    1. What is the difference in cost between the two ways.
    2. What is the different time scales between the two ways.
    and
    3. A confirmation that any new Charity will have a Board from the start voted in by its members with no other influence. I'd take this as a given but I would like to see this confirmed to ensure another 'virtuous circle' isn't generated which just leads back to the same issues as today.

    For the record I'm warming to JB's plan now the WSSRT are out of the picture, I just think we need to have clearly costed & scoped options so we can all make informed decisions and not just have to rely on the previous 'project fear' type sound bites that has got us to this point.
     
    Last edited: Nov 19, 2020
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  18. Lplus

    Lplus Member

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    As long as the joints are open and not too far apart they will still work, but as you say perforated land drainage type pipes and geotextiles are the best for stone drains on either railways or roads. Assuming there are pipes on both sides of the cutting I can only assume that the stone drainage medium has been in place so long it has become effectively impermiable due to contamination by years of silt, mud, leaf mould and ash.
     
  19. Flying Phil

    Flying Phil Well-Known Member

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    I did wonder whether this post was some sort of metaphor for the various parts of the WSR organisation........
     
  20. Jamessquared

    Jamessquared Nat Pres stalwart

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    In brief, my understanding of the advantage of creating a new charity is to ensure that it’s objectives are optimised for the ability to be a heritage charity focused on running a railway. The other charities can then decide whether to merge or not.

    The alternative of saying that the WSRA becomes the prime charity is that the objectives are not at the moment right for that purpose, so would require changing.

    That feels to me that you have more ducks to line up, ie everyone has to agree that the WSRA is the right body and the WSRA has to agree to change its objectives and all the plc shareholders have to agree to create new non-voting shares and vest them in the WSRA - which may or may not have changed its objects at the point you have to make a decision.

    Ultimately though it feels like tactics, not strategy - ie everyone agrees on the end game, just how you get there is at issue.

    To a degree I have changed my view on this. The lightbulb moment for me was realising that that plc could, by a vote of its members, create non-voting shares. At which point, the critical path becomes form a new charity with the correct objectives; and for the plc shareholders to agree to change their share structure to vest control in that new charity. The long-term future of the WSRA and WSSRT are then no longer on the critical path -- though personally, I can't see a long-term independent existence for either of them being in the best interests of either "the railway" as an entity, nor actually of promoting their own charitable interests, if the path follows as suggested - fewer, not more bodies has to be the end game, even if you have to reculer pour mieux sauter from that objective in the immediate term ....

    Tom
     

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