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Peak Rail Annual Report and Action Group

Discussion in 'Heritage Railways & Centres in the UK' started by huochemi, Aug 11, 2017.

  1. MellishR

    MellishR Resident of Nat Pres Friend

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    Thanks for the info from PRAG. The actions of the present Board and the necessary counter-measures are looking rather like those in the WSRA war.
     
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  2. Midlandsouthern

    Midlandsouthern New Member

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    Great to hear that PRAG is organised and able to offer an alternative to members and volunteers. Maybe it will bring an end too legal battles and disputes and new era of stability and growth
     
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  3. JayDee

    JayDee Member

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    Glad to finally hear something about this. So, gazing upon your crystal ball and assuming your fight with the current board goes ahead well.

    What would be PRAG's priorities?
     
  4. Greenway

    Greenway Part of the furniture

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    It does, and the WSR saga isn't quite over yet as litigation is still in progress it appears. Which should give those on this line an idea of how long some problems can linger.
     
  5. crantock

    crantock Member

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    To my mind Peak Rail appears to have a management problem but there is also a structural problem which is perhaps more widespread and needs thinking through.

    Peak Rail Plc has some 750,000+ shares but has only a handful of shareholders holding over 10k. I don't have the AGM voting numbers but would expect that probably 3 shareholders could swing a vote. There is effective control by a very small minority. There are also a lot of dead shareholders.

    This also means that if the mystery benefactor were to have subscribed for shares, say 130,000, he/she would have de facto control. However, until they exercise such control they don't need to register at Companies House as a person with significant control.

    The question is - how to you reform a company where perhaps only 20% of shares may be held by interested holders? The ideal is for a charitable association to hold the a controlling shareholding. PRA only has 14,000. Such an association, such as the WSRA is, is controlled by its members and when galvanised can achieve change.

    For Peak Rail the capital is not so great that a solution is impossible. It needs a members organisation that is willing to inject a couple of hundred thousand to secure effective control (and to accept gifts of shares from existing shareholders). However, you can't raise the money without a plan and a way of delivering it.

    How many other Preservation companies are in such a non-control mess?
     
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  6. Midlandsouthern

    Midlandsouthern New Member

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    as crantock explains i guess its good time now for complete start from scratch and have a new organisational leadership and new structure for new era. A question as im not up with agm voting ins and outs. If a monority hold large amount of shares. How would PRAG swing it and defeat the current management/majority shareholders if a couple of them could swing it. And where does the mystery benefactor sit? Are they pro reform or status quo. Or neutral?
     
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  7. dggar

    dggar New Member

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    Is there a limit on the number of shares in Peak Rail PLC that can be held by one person or organisation.
     
  8. sleepermonster

    sleepermonster Member

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    As far as I am aware there is no limit on the number of shares; there was one in the old company, Peak Rail Operations Limited. The Peak Railway Association also requires reform; a few years ago the Articles of PRA were altered to provide that any member wishing to be elected as a director must give between 42 days and three months notice before the AGM unless approved by the directors. However, PRA are only required to give 21 days notice of the AGM so the candidate has no idea when the notice must be given. The result is that it is very unlikely that a candidate will be appointed except by invitation by the existing directors, not simply by election by the members. It looks like a very odd and unhealthy arrangement to me.
     
    Last edited: Apr 18, 2018
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  9. Midlandsouthern

    Midlandsouthern New Member

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    So the PRA created a system where they could appoint who they wanted to the board being invite only. Surely it got noticed and questioned for its dubious appearence
     
  10. Lplus

    Lplus Well-Known Member

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    It looks crooked to me....
     
  11. estwdjhn

    estwdjhn Member

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    Presumably the way round this for the determined is to send in nomination papers at monthly intervals until an Agm is called?
     
  12. Jamie Glover

    Jamie Glover New Member

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    The Peak Railway Association Board is a "Rotten To The Core" concern which excels at the art of electoral gerrymandering.

    Below is a statement by Pete Briddon which was published on his excellent blog some years ago. It should be of interest to members of both the Peak Rail Association and Peak Rail Plc. shareholders.

    A couple of weeks ago I made a brief statement regarding my position on the Board of the Peak Railway Association Ltd and a forthcoming EGM. That situation has now changed and Peak Rail members, and any others should they be interested, might like to reflect on my story.


    As you may recall, I stood for election to the Board (technically called a “Council” in the PRA's case) at the AGM on the first of November last year. Various people encouraged me to stand, but after considerable thought as to whether I had much to contribute, once I'd made my decision it was all a bit of a rush to get the formalities completed before the deadlines. Fortunately I had an e-mail address for the Company Secretary so filed with him a note confirming my willingness to serve if elected, even though at that moment I was not sure whom, or maybe even if, I would be nominated by.


    On the actual day of the AGM I was rostered driving '901, so could not attend, and I half expected to find my nomination rejected on a technicality, and I must rely on the description of the meeting by Andrew and Steph and subsequent reports by the Company Secretary.


    When it came to it, I had in fact been nominated by Roger Hallatt, a PRA Director, and another PRA Director was intending to second me, but in a slight mix-up, Steph put her hand up and nominated me from the floor of the meeting, and when the Chairman asked for a seconder, Andrew caught his eye (even though others also had their hands up to do so).


    On the vote, with 32 members recorded at the meeting, 30 voted in favour, no-one was against and two abstained - and they were, I am reliably assured, two people who hold Directorships in both the PRA and Peak Rail plc. Such a majority (93%) would be run-of-the-mill for a traditional communist dictatorship but for a free-thinking railway group in the UK must be something of a landmark event!


    Even though the Chairman stood down at the end of the AGM there was no Board meeting scheduled until mid-January, by which time, in between messages of 'good luck', I had heard rumours that not everyone was delighted by my election. That became painfully obvious when the January meeting's paperwork appeared and it was down as the first matter on the Agenda. Seeing that the minutes of the previous meeting were condensed down to a couple of sides of A4, I decided to take small tape recorder with me to the meeting as a precaution.


    I won't go into that in detail save that I got a couple of choice quotes, and found my Directorship, though its legality was unquestioned, being “suspended” pending an EGM to be held to amend the Articles of Association in a manner to prevent Directors being nominated from the floor and a ratification vote on my election.


    That EGM was due to be held on either the 21st or 28th March by hiring a room at the Whitworth Centre and even as late as February 18th I was asked to provide a “profile” of myself to go out with the paperwork of the meeting.


    This week I received a letter from the PRA informing me that they had discovered a technical defect in the nomination – namely that I had e-mailed the Company Secretary rather than writing and signing it personally and that no-one had nominated me in writing prior to the meeting – and that therefore they were declaring my election null and void. And with that, they have decided not to proceed with the EGM (and all the attendant expense of mailing the members and hiring a room) even though when I was present the importance of altering the Articles was the primary purpose of the meeting.


    There are of course, several simple ways of resolving the situation and keeping faith with the demonstrably strong support I received from the rank and file members – for example, although I had rejected co-option at the January meeting (as you can't co-opt someone to be Director who is already a Director) declaring that Directorship null and void makes co-option an entirely normal and correct procedure.


    So, my apologies to all the Peak Rail members who voted for me: I regret that I am unable to champion any of the reforms which I see Peak Rail as desperately needing.
     
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  13. Bean-counter

    Bean-counter Part of the furniture

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    Surely the 'technicality' was capable of being 'realised' before the AGM? The nomination process should be clear (to all concerned) from the Articles. Given what has been said about non-retiring members standing for Council having to give written notice a long period before the AGM, I fear that 'no e-mail nominations' may be what the Articles says and allowing the vote to proceed was the issue.

    In effect, failure to tell Pete Briddon that an e-mail was insufficient until after the election had proceeded and all in the room believed had been correctly concluded (presumably on the basis that the process being followed was valid) may well present a problem but that it took so long for this to be realised is quite possibly a even greater problem.

    I suggest speaking to a genuine Company Law expert on the situation where a technical difficulty was realsied after the result of the poll was declared.

    While the Board may wish amend the Articles, these ordinarily would not take effect until after the meeting at which they are adopted.

    Steven
     
    Last edited: Apr 19, 2018
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  14. crantock

    crantock Member

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    Interesting but its history. 32 votes is nothing. Would have expected the Chair to hold many more proxies and so the floor vote only held sway because the Chair did not feel the need to use them. What is the PRA membership?

    Remember all the historic irregularities did not swing the masses at the WSRA. It was probably the transfer of 4160 shares that was the tipping point.
     
  15. Midlandsouthern

    Midlandsouthern New Member

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    Details such as notices should be nice and clear, easy for all to understand the proccedures for agm vote avoids confusion i aint no expert but it would help avoid technicallities or dogdy behaviour after a vote has been done.
     
  16. daveannjon

    daveannjon Well-Known Member

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    Agreed the articles are poorly drafted and mistakes have been made but "rotten to the core" is a bit silly Jamie. There are five working volunteers on the PRA board covering S&T; Footplate; Ops; Guarding and C&W, calling them rotten to the core is not on. Also, be careful what you wish for - yes an egm - if it happens - may bring new management in but what do we know about them - anybody got the gen? I certainly haven't come across any PR volunteers who want Mike Thompson back.

    Peace and Love
    Dave
     
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  17. Sheff

    Sheff Resident of Nat Pres

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    I think what many of us crave is for leadership with vision and the ability to construct and deliver a credible plan to achieve some meaningful expansion, and to do so without alienating the very people who have the skills to be a key part of delivering that plan. Focusing on losing legal battles we do not need. Only IF regime change happens may the many disaffected consider returning I feel.
     
    Last edited: Apr 19, 2018
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  18. Midlandsouthern

    Midlandsouthern New Member

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    An egm as i said before is needed and both sides air the laundry no matter how ugly it gets. And a single vote on what path they want and thats whats taken. Settle it then and there, hopefully avoid dragging it out.
    Both sides accept the outcome what ever it maybe, may bring about some enlightenment of the mess its become on the current structure and bit of "things have gone wrong and need to fix it"
    Daveannjon does have a point with who would replace the current team. Bit of info of who they are and background allow members etc to see the choices.
    Preservation is filled with strong personalities and clashes happen. Its how to harmonise that at PR for greater good. The challenge is for someone to bring it that to PR and make it work.
     
    Last edited: Apr 19, 2018
  19. JayDee

    JayDee Member

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    Considering the lunacy they seemingly went out of their way to ensure Briddon the Elder didn't get onto the PR board, and they're now trying to gank his membership to the PRA in a rather clear conflict of interest, I'd probably keep my head down on who they are.

    It's unusual, but the PR Board, as evidenced above, seem perfectly capable and willing to use whatever technicalities that come to mind.
     
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  20. Jamie Glover

    Jamie Glover New Member

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    If there are five working volunteers on the Peak Rail Association Board representing Peak Rail's rank and file - how come Pete Briddon's renewal of his PRA membership was recently refused?

    Are minutes of the PRA or PR Plc Board meetings ever published on a regular basis?

    It is interesting to note that a member of the Peak Rail Plc Board was the person who authored, in the guise of also being the PRA secretary, the letter of membership denial to Mr. Briddon. This being the same person who at a previous Peak Rail AGM publicly informed attendees that Peak Rail Plc would mount a "Robust Defence" concerning the then approaching Grinsty / Peak Rail Plc court hearing.

    Peak Rail Plc's "Robust Defence" proved to be nothing of the sort - it merely lumbered the long suffering PR stake holders with yet another hefty bill for compensatory and legal costs. The compensation turned out to be 130.000 sterling. Costs have yet to be confirmed but will probably be well in excess of 20,000 sterling.

    My use of the word "Rotten" was not a case of my being silly' It was a case of my being serious about the continuously devious, incompetent and damaging management practices at Peak Rail.

    Jamie Glover.
     
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