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West Somerset Railway General Discussion

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

  1. ikcdab

    ikcdab Well-Known Member

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    I thought we had explained this before, but not to worry I am happy to go though the logic again.
    1. The lease that the WSSRT has for BL and BA contains a clause that if the charity merges or dissolves then the lease comes to an end. You can see the lease on our website. If the lease ends, then the museums close and so would Gauge Junction. You might argue that as part of the merger prep, a new lease would be negotiated, but in the current comfronatinal clime, why would the plc do that. Surely they would just take possession themselves. They might not, but It is a high risk.
    2. The education officer is employed via the lottery grant that is channelled though the plc. Again, if the WSSRT dissolves, the lottery grant is terminated.
    3. We wish to apply for a much larger grant for the coaches. We approached the HLF on this and they said that we needed a track record of a smaller grant first. That then was the £40k we have used to refurbish the museum and employ the education officer. If the WSSRT closes, then that track record similarly goes and the chance of a future larger grant then are much diminished. Our reputation with HLF goes.
    4. The group of ten say that the new charity (however that is created) would continue the WSSRT aims. However, any new charity would need elections for new trustees and there is no guarantee whatsoever that any of us existing trustees or any of the ten would come through that process. That being the case, the ten cannot possibly say what the objectives of the new charity might be. They might very well (for example) say that the coaches are a low priority and that engines will have all the attention. So although the coaches project might continue, there is a risk that it might not.
    You may well trivialize these risks, but they do exist, they are real and they are difficult to overcome in the current climate. I have not seen anyone list the advantage to the WSSRT of a merger, so, why risk it all when the advantages to the charity are not there?
    Ian C
     
  2. johnofwessex

    johnofwessex Part of the furniture

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    Confrontational climate, please say more, in respect of the PLC??
     
  3. ikcdab

    ikcdab Well-Known Member

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    I have often seen this theory put forward. But the railway does not have large plots of land to sell off. Where exactly are these pieces? If you sell off station sites, then that just doesnt make sense. Our stations are little more than that: platforms, station buildings and perhaps a small car park. The only sites with any decent space are minehead and williton and both of these sites are covered in listed buildings. The argument just doesn't make sense to me. Perhaps I'm missing something.
    Ian C
     
  4. martin1656

    martin1656 Resident of Nat Pres Friend

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    Ian, are they grade one, or two graded buildings,? Buildings can always be reimagined for a non railway use, in some cases only the exterior shell is retained, look at what was done with the Swindon former works buildings for an example. A developer who needs to get their money back, won't be all dewy eyed about past history,
     
  5. Big Al

    Big Al Nat Pres stalwart Staff Member Moderator

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    Now I am really confused.

    So you are saying that the WSSRT is fearful of what might happen to existing leases should the charity merge or dissolve. These leases would end - fair enough, if that's what the terms of the leases say - but the plc might not renew them? Why on earth do WSSRT trustees think that? Isn't the WSSRT an asset for the WSR? Does it not add value, and through its activities, generate visitors to the Railway?

    If the long term thinking (of some) is that a single charity is better than the current fragmentation then I would have thought that the PLC would favour anything that resulted in a more coherent and weighty support organisation.

    If you are implying, without actually saying it, that you fear the motives of the PLC were it to get a window of opportunity over, inter alia, leases then perhaps the WSSRT would be better advised to throw its weight behind any plan that made that outcome far less likely. In those circumstances a merger looks like a good option.
     
  6. 60044

    60044 Member

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    I think that the WSR Plc would like to see a single supporting charity but they don't want it to be the WSSRT/WSRA because of their combined shareholding. However I'm confused - I've always understood that the Charity Commissioners would want to see the Plc to be demonstrably under the control and responsible to the associated charity, whichever route is taken, and as there would have to be elections for that charity's officials they must run the real likelihood of facing a failure to impose their own agenda. Perhaps one of our more knowledgeable experts in charity law could expound on this?

    It seems to me that what IDCKAB is voicing is a fear of retribution from the Plc towards any new charity which really goes to show the lack of faith in their willingness to accept any democratic process that isn't to their liking. Have they secretly elected Donald Trump as their President?
     
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  7. D1039

    D1039 Well-Known Member

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    If as reported the plc as landlord has shown itself minded to give notice without prior discussion to evict another charity on the basis of alternative use(s) and/or defective leases, then to use your argument: in the current confrontational clime, why would the plc not do that to the WSSRT? It strikes me that the security of museums might be better secured as being part of a charity with 20% of the shareholding, or as the controlling charity if the Bailey plans proceed?

    Patrick
     
  8. martin1656

    martin1656 Resident of Nat Pres Friend

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    The outcome Ian fears, will only happen if those presently on the board of the WSR PLc are still in place, if the charities could overcome their fears and mutual loathing of some of its members, and vote the present board down, elect people that are progressive, then surely those fears would be allayed, the PLC may be the only game in town, as you often say, but that don't mean those pushing their own agenda should be part of it, especially if they are part of the problem.
     
  9. daveb

    daveb Member

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  10. 35B

    35B Resident of Nat Pres

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    Thank you, this is the first time I have read a clear cut rationale for the fears of the existing trustees that the consequences of a merger would be damaging to what WSSRT currently does.

    I find it extremely revealing that the fears are framed in terms of possible retribution by the plc, especially given the close alignment of Trust board and plc in recent months. If so, one wonders how any reasonable person could vote for the candidacy of the acting chair given his position with the plc, seeing the really fundamental conflict of interest that he has.

    As for the existential threat to the trust, I notice that clause 14 of the agreement actually states “the agreement will terminate if the Trust becomes insolvent or transfers it’s assets to another charity”. I am not a lawyer, but I’m neither clear that this would be invoked in the event of a merger, nor that a merger need necessarily be a takeover of the Trust by WSRA.


    Sent from my iPad using Tapatalk
     
  11. johnofwessex

    johnofwessex Part of the furniture

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  12. martin1656

    martin1656 Resident of Nat Pres Friend

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    That would explain why the trustees of the WSSRT have been so virulent in their attacks on the 11 people who are standing , against the current pro PLC board, One might even think, they have been warned, your lease is at stake, so is there a similar clause in the WSRA leases? a vengeful PLC might see an opportunity to ensure there is only one charity on the line, one it controls and is the master of, because it's that charity.
     
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  13. flying scotsman123

    flying scotsman123 Nat Pres stalwart

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    Those are the staff training/refamiliarisation trains, they're not public.
     
  14. flying scotsman123

    flying scotsman123 Nat Pres stalwart

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    Is it just me frustrated that neither side seems to have sent their best arguments through my letterbox?

    Almost all of the fears @ikcdab espouse, which I'm sure are genuine, could surely be allayed very swiftly if the WSSRT actually engaged in the restructuring process, rather than saying they are but actually saying they want to remain exactly as they are. And remember, the ten are not proposing a merger the day after the AGM, with none of these potential fears attended to. Given the calibre of the candidates, I feel sure they'd make sure those risks are managed and quashed in the appropriate way. In fact, I expect that would be their legal duty, in the best interests of the charity, and thus they'd be legally obliged to do so (with @Lineisclear in the back of my mind!).
     
  15. Hampshire Unit

    Hampshire Unit Well-Known Member Friend

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    Thank you Ian, that is very clear. How happy are you with your current lease from the PLC given that the S&DRT thought they had a perfectly legitimate lease, only to find themselves turfed out anyway? However I do see your point regarding the position of coaches in the pecking order of any "Combined WSR charity" that may emerge from the current brouhaha
     
  16. 5914

    5914 Member

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    If I have read correctly what I think some of the assumptions/fears are behind this post, then the answer (to fulfil these fears?) would be for the plc to establish a non-member charitable trust to be the charity that the plc works with (and that may be the controlling charity). There is the issue of how to hand this charity control of the plc - but this could by issuing it with shares (though I'm not sure what the ability of the plc to issue new shares is at the moment).

    With this pattern (which is not at all common in the heritage railway sector, but is fairly common elsewhere), the trustees (who, after the appointment of the founding trustees appoint themselves) would have control of the plc. Under such a model, any members would become members of a supporting 'Friends of...' group rather than the charity that has control. Examples of this model can be found in many 'heritage' sectors - historic houses, churches and cathedrals etc.

    If such a model were adopted, then there would be:
    - the plc running the railway
    - a single supporting charity that is not WSSRT/WSRA (indeed a supporting charity that could have the plc as its effective trading subsidiary if it held sufficient shares) of which nomination of trustees could be influenced/controlled by the founding trustees
    - WSSRT/WSRA becoming independent member organisations, able to pursue their own charitable aims apart from the plc
    - if thought necessary, a 'Friends of...' organisation to which people could belong in order to feel affiliated to the railway operated by the plc.
     
  17. AnthonyTrains2017

    AnthonyTrains2017 Member

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    non public trains starting soon, can only be good sign. be nice to be able to photograph some trains
     
  18. johnofwessex

    johnofwessex Part of the furniture

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    Oh dear............

    Same people in control then
     
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  19. flying scotsman123

    flying scotsman123 Nat Pres stalwart

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    Why wouldn't the Plc do that? They're committed to restructuring, I doubt they'd want the liability of looking after the museums when the WSSRT do it so well, surely better to carry the lease over/hand it over to the new charity/whatever. It's something you sort out before the merger and thus no risk - you don't merge until it's sorted.

    The WSSRT isn't being dissolved, it's being merged. Very different I should think. And again, you wouldn't just hit the merge button without consulting the HLF. You'd tell them this is what we're doing and why, it'll still be the same people administering it etc. I can't see why they wouldn't be happy with that, but if they weren't, fine, you wait until the end of the grant period.

    Good news regarding the coaches. But again, the WSSRT isn't closing, it's merging, taking its good record with it. And again, it's something you'd want to discuss and agree before the merger. There are two people who have a wealth of experience when it comes to grant funding who support merging, I feel sure they will have considered this and don't think it a barrier. Indeed they have put forward convincing arguments as to why merging will be better for grant funding.

    Again, you sort all this out pre-merger. WSSRT trustees, fully engaged in the restructuring process along with the WSRA trustees and Plc, draw up the charitable objectives before the merger. Thus it wouldn't be any unknown newly elected trustees making the objectives, but the ten candidates, plus the existing WSSRT trustees all at the table. All of whom support the current aims of the WSSRT. If you don't think the objectives reflect the current activities of the WSSRT, you can decline the merger until they do.

    In summary, they are all issues that certainly need to be addressed, but none of them are good reasons not to merge in my view.
     
    Last edited: Oct 27, 2020
  20. 60044

    60044 Member

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    It will be interesting to see how the WSSRT goes about applying for a large grant for the coaches. It will have to think of a way of applying where the restoration of the coaches is an almost incidental benefit to stand any chance (assuming the Lottery is the target body) and from what I have seen a budget of 200-250K per coach would not be unreasonable. Very ambitious!
     
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