North Yorkshire Moors Railway General Discussion

I thought it very unusual the appointment of the CEO saw a justification of the process printed in Moorsline. Almost as if they were trying too hard.

I wasn't impressed, at all, by her first AGM or the last one.
For the difficult situation inherited from the previous CEO an experienced railway manager would have been an obvious choice. There were many external applications, but why did they choose an insider?

 

I'm no longer a member, so didn't see that. But given previous commentary on here, I'm not surprised - one feature of the current Trust regime is an emphasis on process as the key virtue, even if the reading of the rules is, erm, idiosyncratic.

 

It seems that there are problems but maybe the solutions are also there.
As an outsider I’m not sure what the set up with the Trust is, I have read about changes and rules and all sorts of difficulties in calling a vote of no confidence and I’m really not sure what the outcome of that would be. I’m sure others on here will be in the know and able to advise.
A collapse may be for the best long term but the risks already mentioned plus the loss of what has been built up over the last 60 years would be hard to take and what emerged from the ashes would be a shadow of what this railway was a few years ago and may never get back to where it was.
However…. I don’t think that it is too far gone to recover now. From what I am hearing (and reading on here) there is a core of good people already in the organisation that are somehow holding it together right now. They need to be kept on board and they need to be able to run this railway. Other posters have referred to a strong ops team that keep the show on the road despite the apparent madness they are working in. Some things are still being done fairly well.
I am hearing better things about recent Trust appointments, maybe they have enough in them to force change.
The stumbling block seems to be a small number of people who are making the decisions and my question is how to remove them. It is clear that the current chief executive is nowhere near competent enough to be allowed to stay in post, recent results are enough to remove her from post. The current chairs must either accept that or go. The breaking point is coming and I think it will be when the impact of the shorter journeys is fully calculated and the cost of the bridge work becomes clear.
Is there a way to force the Trust to either remove the CEO or worst case the PLC whilst keeping the staff that can fix this and avoiding total collapse? That way the confidence of the bank wouldn’t be lost, there is hope of saving the assets they already have and enough of a season left to try and recoup what they can and make a sound business plan of how they are going to rebuild.

 

Do you mean formally, or informally?

Formally, the Trust board is pretty bomb-proof. The measures introduced 5 or so years ago give them the ability to reject any candidate that they disapprove of, and the result is that they are able to be pretty well self-selecting. The plc board is then subordinate to the Trust board*, and not subject to a membership vote in the way the Trust board is.

Informally, boards are made up of people. People respond differently to pressure, and that pressure may create cracks that lead to change - members may change their view, new members may not act as expected. And sometimes results cause a change of perspective. Pressure from members can be brought to bear, with canvassing, letters, etc. A well attended AGM with a strong mood can have an effect - it wasn't visible at the time, but I think that the 2024 EGM at the L&B marked a turning point, showing the then trustees that the membership could not be relied upon to support their view of how things should be, even if the subsequent changes are taking longer than I'd have hoped.

* - I am describing the legal hierarchy. I am well aware that many consider that the plc board is the tail that wags the dog of the Trust board, and make no observation as to the reality on the ground.

 

I suppose I mean formally. As someone has pointed out there does not seem to be any form of organised group that is doing anything it’s just a lot of concerned people airing their concerns / worries / observations individually on this forum (and I’m sure on others).
I’m a member of the railway, I have lost faith in the current management of the railway and have serious concerns for how long it will survive if allowed to continue down this path, I don’t want to see it collapse but I don’t want to try and overthrow the entire establishment I just want to put some pressure onto the Trust to remove the CEO. Can I do that? Can I do something to get a group of people together who want the same thing? Is there any point?
I’m just trying to get a steer on what can be done and don’t want to be just another poster who drops in for a moan but also doesn’t want to be someone who just has a go about everything but does nothing. I know a lot of people are unhappy with the current situation but so far haven’t said they have done anything.

 

We did that with the GWSR plc, and a majority of shareholders voted for it (!!!). The room was against, then the proxies came out :-(

Since then, I've not been so keen to attend the AGMs, what is the point? The absent shareholders always seem to go with the board.

 

That is exactly the problem. If the NYMR keeps on loosing hundreds of thousands of pounds per year (as it has for several years now), it will inevitably wind up filing for insolvency, and some asset strippers will no doubt snap up the most desirable items - which have to be some elements of the land-holdings. There won't be any coming back from that.

I have had an idea in the back of my head, for a while now, about how to prevent that. Some weeks back, there was a re-posted post from someone who altered their will, to remove a very large legacy from the NYMR - £650,000 pounds, they said (here). A group of people who want to save the NYMR, when it inevitably goes bust, can do something much easier than mounting a big fight to oust the people currently in control: they need to set up a 'NYMR Asset-Holding Charity' ('NAHC', hereinafter), and get the person who reversed their legacy (along with any others of a similar mind) to give the money to the NAHC, instead. (the NAHC can/should be set up with a more open community control mechanism.)

Having set up the NAHC, they can then go to the NYMR, and offer to buy important assets (at the current fair market value), and rent them back to the NYMR for a peppercorn rent. (They can make an agreement to do such a peppercorn rent-back part of each sale agreement, to prove to the current group in control of the NYMR that this isn't some devious ploy to oust them from control - merely to save the assets if the current NYMR does go bust.) No doubt the current group will say 'just give us the money instead, we'll use it to save the line', but that has to be resisted at all costs: they can turn the assets into cash at the current fair market value, but that's all they can get. (The NAHC should prioritize the things that can't be replaced - i.e. the track-bed and stations. Track, engines, etc can all be replaced if they are lost.)

That, with the peppercorn rent-back guarantee, should be an offer that anyone who genuinely wants the line to succeed simply cannot refuse. (I can't see any down-side from their point of view - if they genuinely want the line to succeed. Am I missing something?)

Noel

PS: Perhaps needless to say, it should be considerably easier to get people involved with the running the NAHC than signing them up for a big fight over control of the NYMR.

 

The photos aren’t that much better than the images in the 'Essential Maintenance Work' document from the Planning Application; good images, though.

Noel

 

https://find-and-update.company-information.service.gov.uk/company/01036704/charges
and
https://find-and-update.company-information.service.gov.uk/company/02490244/charges

 

It should be noted that the agms, which have always been held on a Saturday, will be held on a Thursday this year. They will be recorded, but there is a big difference between being there and being a passive viewer.

I wonder if there is an underlying reason behind this, or am I being overly suspicious?

 

I presume that any holding company would have to have enough capital to purchase everything it could to save the line if the bank has charges on pretty much everything the trust owns. That could be a stumbling block as the bank would need to make a lot of money back to cover its losses.
Does anyone know the size of the debt currently carried by the NYMR?
How many people on here would support a move to set up a holding Charity to be ready for this if it did come off?

 

Thinking about things, I suggest that it would be possible to run a limited service from Pickering to Whitby and not interfere with the Thomas event. The first train out of Pickering is normanlly at 09.20. That could run from Pl.1, as normal and before the Thomas event starts at 9.30. there would have to be division of visitors but I don't think that is difficult to do if organised. The 09.20 is generaly a busy train and there's no reason it wouldn't be during the Thomas event. The event is scheduled to end at 16.45 each day so the usual 17.10 from Whitby would arrive back at Pickering well after the event crowds had gone. The only disadvantage to this is that people are forced into a six hour day at the seaside but, as many do that in any case, as long as it was advertised as being so, I don't think it would be a problem. The set could do at least one and possibly two trips from Whitby to Goathland and back in between. (I haven't checked.)

 

Some would argue that, legally, this is what the NYMR Trust already is, and that the Trust/PLC set up is designed to achieve precisely that outcome. We can see how well that is working...

The issue, which we've seen mentioned with NYMR and others is that many of those eligible to vote on such decisions simply aren't interested in governance as a topic, and can be relied on to either not vote, or vote for the proposal of the board. That is what happened with the creation of the current board structure at NYMR, and could equally easily be achieved by those with a mind to do so in an NAHC type structure.

I'm involved elsewhere, as a trustee, in a working party dealing with a governance review. I have no doubt whatsoever that, when it comes to changes to our legal documents, the vote will go in favour of what we propose by a significant majority. That is because the electorate will simply not be interested in the finer details and, barring uncontrolled dissent in the adoption meeting, will follow the recommendation. Nor, lest people wonder, are these people sheeplike.

The defence is to have a good institutional memory, and ensure that there are good people in a position to influence the board's discussions and keep focus on why we are as we are, so that we preserve the objectives.

My take on what's happened at NYMR is that this institutional memory has been lost and a small number of people with a particular point of view have been able to push a very specific view of what "good" looks like. Their diagnosis has been partial, misjudged in places, and overlooked key features of how the organisation really functions. The result is something that fits on paper, but misses the mark in practice - especially when under stress.

 

There ws regular contributor on here who last year became a Trust Board member for the first time. He has effectively been silenced judging by the lack of posts on here and elsewhere.

 

Your point, I assume, is that much of the land, etc are already mortgaged (although, to be fair, many of these date back to 2017/2019, so this wasn't done as the result of recent ineptitude)?

Some is mortgaged to the National Heritage Memorial Fund? In other words, for those assets, what I was proposing has effectively already been done - the lien-holder (National Heritage Memorial Fund), whom I assume are 'safe hands', would have first dibs on those assets if the line goes under?

But some are to the bank, and those would be in danger if the line went bust. (I'm too busy to read the fine print to see exactly which assets are covered by these - the bank is holding a lien on 5 Bridge Street in Pickering, which I assume is more commercially desirable than the rail-bed).

Anyway, I'm sure the bank would probably be happy to sell the mortgage to a third party (24.1 says they can transfer it whenever they want). (I am not a lawyer - although I have had very extensive dealings with them - more in the area of intellectual property law, though - so someone who is should correct any misunderstandings that I have displayed).

Also, the legacy, which could help the line, is gone unless some way can be found to utilize it in a way acceptable to the legator. Buying the bank-held mortgage would I assume fall under that. (And I don't know which assets of the NYMR are not covered by these liens, and the original concept could be used with them.)

But I assume the line is going to go under at some point, so I think people who are attached to the line should start planning for that, and acting to get ready for it.

Noel

 

You are of course talking about a legacy that does not exist until the person in question passes away, I don’t think any of us should be wishing for that just to save a railway.
I suspect you would need to find money from elsewhere and I’m not sure how the charity commission would view an organisation setup just to save an existing charity.

 

Looks like they’ve had to resort to discounting the Thomas event. Save 20% with code MAY20

 

All heritage railways exist because enough people wanted them to. They continue (or not) for the same reason. Talking about profit and loss sort of misses that point. It is of course essential to know what your means are and live within them, but those means will relate back to the good will expressed toward what are at the end of the day unviable businesses unless assisted by grants, donations and gifts in kind (labour or physical).

In present times (and indeed in previous times when money was tighter) the amount of goodwill required in order to generate support is greater too. It seems to me that the NYMR has hit upon a time when it has many calls for money, but very little in either its bank account or its goodwill account, which in fact is the more important one.

I think that the culture of secrecy, the creation of a perception (if not a reality) that management do not understand the essence of the organisation and the values that underpin it have led to this situation. At each step a “reasoned” decision was made, but no one stopped to look at the overall picture, and read the feelings that were being generated. This is a failure to understand that the values of an organisation like this are more important than anything else. Alignment with those is a critical part of ensuring that morale and goodwill are built not destroyed.

 

A few years ago now, @Lineisclear poste on another forum something along the lines of; 'What is the NYMR there for?' I responded 'To enable the volunteer to enjoy their hobby.' @Lineisclear effectively poured scorn on that and quoted the purposes given in the Articles of Association. I still maintain that, in reality, my response was and is true. The volunteer sees the Railway as somewhere to go for enjoyment and when that ceases to be the case (as with me) then he or she will give up. As far as the volunteer is concerned it has ceased to provide his prime purpose and when that prime purpose has ceased to be the case for a significant number of volunteers, it will wither and die.

 

The problem with @Lineisclear 's view was that he would frequently seem to create logical fallacies around governance. For example, he'd start from the view point that a charity "exists to deliver a public good" (which is true), then go on to assert "and therefore it can't exist to benefit its members" and wind up in a position that was tantamount to "it must not accede to member demands", almost as a matter of principal.

He seemed to consistently miss the point that a charity can only meet its primary purpose - of delivering a public good - if it continues to exist, and therefore if the price of a charity remaining healthy is to concede some real oversight and power to the members, then that must ultimately be good for the charity and therefore good for the public. I never felt (from the discussions on here) that he really internalised that point.

Tom