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West Somerset Railway - Removal of the PLC Chairman and related matters

Discussion in 'Heritage Railways & Centres in the UK' started by rodders154, Aug 14, 2018.

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  1. huochemi

    huochemi Member Friend

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    The SVR members' body also puts in useful sums (by way of share purchases) e.g. £105,000 in 2017 (the plc chairman's statement for some reason refers to only £50,000). This source of funding is not open to the WSR set-up as the members' body (WSRA) is a charity (and it is probably not helped by them valuing plc shares at zero).
     
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  2. Paul Kibbey

    Paul Kibbey Well-Known Member

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    Deleted .
     
    Last edited: Aug 30, 2018
  3. Jamessquared

    Jamessquared Nat Pres stalwart

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    Similar on the Bluebell, and I believe it is one of the reasons why the members body (BRPS) is not a charity. The surplus from subscriptions is invested in the company (typically of the order of £100k per year) while the charity raises money for its own charitable objectives (typically around £1m per year). Neither body has any paid staff, nor any operational activity (*) to divert from those activities - everything operational is carried out by the company. In my four-fold mental model of how heritage railways work (operations, ownership of assets, fund raising and governance) the split of which organisation does what is clear.

    (*) The one quasi-operational matter carried out by the Trust is running the museum.

    Tom
     
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  4. martin1656

    martin1656 Part of the furniture Friend

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    Ian, with all due respect, if members of your organisation did not come on here, a publicly accessible media platform, airing what should be private, committee and board room issues, none of this would be necessary, I was supportive of the struggle to remove the former 6 WSRA trustees, because they were in the wrong, but this has to be resolved by your railway, privately . all you are collectively doing is to show your railway in a poor light.
     
  5. Triumph 2500S

    Triumph 2500S Member

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    Forward Planning and day to day management that identifies problems and then working on them has never been a strong point on the WSR from day 1.

    The trouble is that the Directors and their management have been too remote from problems and potential problems.

    I hope that improved management skills and forward planning can ensue from this latest crisis, but presently what is being done to ensue it doesn't happen again?
     
  6. Bean-counter

    Bean-counter Resident of Nat Pres

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    Without going back through long threads on here, I seem to recall that most of the 'machinations' were on the behalf of the Ex-6. The Reform Group were very public - tactically, it seemed too much so but strategically, no doubt that openness gained much support and was very important in undermining the claims of the Ex-6 about the Refrom Group. This undoubtedly helped the success of the 2nd EGM, as I seem to recall that at the time of the first EGM, far fewer people were convinced of the case 'against' the Ex-6 and indeed some of the subsequent key players were still, if not actually directly supporting the then WSRA Board, at least not supporting the Reform Group.

    Towards the end of that process, the Ex-6 allowed Frank on to the Board as Chairman and due credit has been given to and by Frank for how the 2nd EGM played out - the cumulation of a long team effort.

    However, I would suggest that all of this is at best background.

    As I have already said, what the Reform Group was doing was very public. In order to succeed, they had to convince a large part of the WSRA membership. The working members were aware something was wrong but the others perhaps were not. By the time of the 2nd EGM, removal of the old Board had widespread support, which had been garnered by a long campaign of explaining the problems, often under extreme pressure to to quiet from the then WSRA Trustees.

    My reading of the present position is that Ian enjoys wide support on the Railway and from its supporting organisations. From what has been posted here (and I accept this may not be an accurate reflection), his removal appears not to be widely supported.

    No explanation has been directly given by those responsible for his removal as Chairman as to why, and the only (second-hand) explanation we have seen (and I presume nothing more has been said on the Railway or else it would have been reported here) appears to say 'we don't like the fact he speaks to the WSRA and he rejected one of our friends (unspecified) plans for dealing with the present WSRplc problems'. Elements of this don't stack up as has already been discussed.

    Of course, the Ex-6 were not without support to the very end, including I seem to recall some posters on here, and that is those supporters absolute right. However, to suggest that the situation, and speficially the way it has been dealt with, are similar and some of the key players are applying doubt standards now does not, at least to this outsider, appear to be a sustainable reading of such facts as are known.

    As you say, the silence from some of the key players who have been quite happy to use this Forum to seek assistance when they felt they needed in the very recent past is interesting!

    Steven
     
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  7. Triumph 2500S

    Triumph 2500S Member

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    I believe that the cost issue which I understand has been significantly increased over the last twelve months without any commensurate increase in income is a road to disaster.

    In such a situation the only way to address such a problem is to look at your highest costs and in view of the fact we employ some 50 people some on significant salaries then I suggest that a review is made there and appropriate action taken. Now for that you need a Strong Chairman and a 'nice' Chairman could never achieve that sadly.
     
  8. huochemi

    huochemi Member Friend

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    It seems to be the rational model. The ability to put funds into the opco to effectively fund losses is very important. I am sure that some WSRA supporters will say that the way to do that is for the plc to become a subsidiary of the WSRA and do a Swanage i.e. effectively a permanent overdraft facility is made available, but quite how the WSRA would be able to buy out plc shareholders is not clear, or how that would amount to a good use of funds. Rather simpler to create a new membership body and leave the WSRA to concentrate on being a charity.
     
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  9. Triumph 2500S

    Triumph 2500S Member

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    I am sure the board will be calling a meeting soon but in the meantime they need to agree exactly what they intend to discuss with we shareholders - no point otherwise!
     
  10. Bean-counter

    Bean-counter Resident of Nat Pres

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    There are various options for structures and indeed I believe quite a bit that could be achieved quite easily within the existing structure, but these would tend to involve not just 'One Railway' but the representatives of the Membership body agreeing with the WSRplc what the Membership body was going to fund and hence what WSRplc were going to do with that funding - the Charity Commission would require it.

    The problem I perceive is that there are some in WSRplc would consider ensuring it is 'their' Railway with no-one else having influence over how they run it is more important than ensuring they have a Railway to run!

    Steven
     
  11. Triumph 2500S

    Triumph 2500S Member

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    I believe the WSRA have their own financial problems so possibly should concentrate their energies on addressing them rather than involving themselves in plc 'politics'. There is also the matter of 4160 but that as they say is yet another subject!

    The WSRA could well be in for a shock at the loss of membership next year a membership that has continued to decline. It will not have been helped over arbitrary Elected Trustee Removal. Kettles anyone!!
     
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  12. nick glanf

    nick glanf New Member

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    Butlins consintration camp.
     
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  13. Triumph 2500S

    Triumph 2500S Member

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    also known by me as the Stalag!
     
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  14. Greenway

    Greenway Well-Known Member

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    There is much interesting and good comment to be read here, but the post by Roger sums up, I believe, the real crisis that has befallen much what has happened in recent times to the WSR.
    It must be obvious, to many, that the support organisation (WSRA), which makes claims of support to the WSR has hardly lived up to that claim, financially, for some while. Infighting has, sadly, diverted so much money that could have helped the line.
    Yes, I realize that hard working volunteers are Members of the WSRA but they are not the issue here.
     
  15. Maunsell907

    Maunsell907 Well-Known Member

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    Steven, I thought from previous postings you were (or had been) at times a member of a Plc Board

    I submit that a Charity and a Plc have significant differences.

    The second WSRA AGM was called very much with the agreement of Frank (Chair, elected to that
    position by the Trustees including the '6') and myself (as Trustee co-opted by the Trustees. You
    will remember the '6' tried to go back on my co-option but neglected to inform me of the
    Trustees meeting called to do that.). The Reform Group then gathered the requisite 10% of the
    Membership to call an EGM. The Membership then voted unanimously (c.1650 for the '6' to leave
    50 to stay). The ructions that followed, particularly with a well known firm of Birmingham
    Solicitors are best not recounted. Frank and I resigned at the October AGM as always was
    our stated intention. We left a working document based on a Consultation with the
    Membership, a set of working accounts (thanks to a major voluntary effort by two CAs,
    thank you Mary and the much missed Nigel) a Business Plan and an elected Body of
    Trustees.

    The Plc has always elected it's Directors at the AGM, invariably after the individual has
    been co-opted during the year. The directors then of course elect their Chair. In recent
    years Professor Irven was introduced to the Board by Chair Davies, initially to assume the
    role as Vice Chair and then become Chair. Prof Irven at a later date appointed Mr Ian
    Coleby as his vice Chair. Last year Mr Alan Nicholson joined the Board, Mr Irven resigned,
    Mr Coleby assumed the acting Chair position before Mr Nicholson became Chair. After
    Mr Nicholson resigned Mr Coleby became Chair.

    I do not know (and neither as a Shareholder should I ) how the individual Board Members
    voted wrt each of these appointments. I do know that whatever discussions/votes were
    held each Board Member (including the Chair) assumed a cabinet responsibility.

    A Board not only appoints its Chair, it supports said Chair and expects reciprocity.

    The 'deal' between Ms White, Mr Whitehouse and Mr Coleby to remove two individuals
    from the WSRA Trustees Board and the Plc Board behind their back was reprehensible.
    ( specifically in Mr Coleby's case a failure to inform or support his own Board Members. )

    As one who has I assume has sat on Boards I fail to see how you can support this,

    I also cannot believe that you can possibly imagine any PLC Board Member would answer
    the plethora of questions you have fired out over the last few days.

    I am disappointed! Your postings over the years have invariably added to the debate. On this
    issue you seem to have thrown objectivity to the winds.

    Michael Rowe
     
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  16. Triumph 2500S

    Triumph 2500S Member

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    How interesting - some individuals do not come out of it well do they?

    I hope that the Trustees of the WSRA attend to their own problems and do not seek to further interfere with the work of the plc or there could well be catastrophic consequences for all of us!
     
    Last edited: Aug 30, 2018
  17. Sawdust

    Sawdust Member

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    I think you will find that Steven was a board member of both the NYMHRT and NYMRE PLC. The former bring the parent company.

    Sawdust.
     
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  18. granmaree

    granmaree Member

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    Going back to a previous posting, (on the old thread #13831 by Rodders154) the 'Resolution' by the WSRA board, looking at item 5 it was blatantly obvious that they said jump. Someone at the Plc said how high but others said no way?
    So when is the General Meeting?

    I have been asked what the full resolution was so I copy it below in full.

    Please note item 5 where the Association turns from a support organisation to a hostile shareholder.

    The resolution is proposed by Paul Whitehouse and seconded by Robin White. The resolution proposed is as follows:


    "In the light of their conduct in arranging the co-option of Frank Courtney to the WSR plc Board on 21st July 2018, contrary to good governance, the stated policy of the WSR plc on Director appointments (as stated by Chairman Ian Coleby at the 2018 WSR plc AGM) and the best interests of the Railway as a whole, the WSRA Trustees are resolved that:

    1. Frank Courtney and Rodney Greenway ‘s position as WSRA Trustees / Directors and WSR plc Directors in untenable.
    2. On the passing of this resolution, they shall be offered the opportunity immediately to resign as WSRA Trustees and WSR plc Directors. Should they do so, the only public statement by the WSRA will be to thank them for their service.
    3. Should they not immediately resign the following parts of the resolution shall be put into effect.
    4. Rodney Greenway and Frank Courtney be removed as WSRA trustees / Directors.
    5. The WSRA Chairman (and in his stead the vice Chairman) are authorized to take all necessary steps to have Rodney Greenway and Frank Courtney removed as WSR plc Directors, including, if necessary, use of the WSRA shareholding in the WSR plc to call a General Meeting of the WSR plc and to vote for their removal at such General Meeting, including also the removal of any further persons co-opted to the WSR plc Board of Directors at their instigation"
     
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  19. Snifter

    Snifter Part of the furniture

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    Only yesterday, I read about the progress on the restoration of the WD brake van which is currently at Washford. The WSRA have funded the purchase of a heady duty professional mitre saw and bench to enable to work to proceed. As this has had no publicity, one could guess that this is not the only example of how the WSRA are supporting one railway.

    As there is a financial hole (or not, according to a plc director a few pages back), does it make sense to pour money into a sieve or alternatively, fund work that has a demonstrable outcome that can be shown to be compatible with the articles of the WSRA ?
     
  20. Snifter

    Snifter Part of the furniture

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    Mr Maunsell sir,

    Then perhaps could simply explain what Ian did that caused the coup d'état ? You appear to talk frequently on behalf of the board so I presume you have the information that has been withheld from shareholders and stakeholders. Nature abhors a vacuum and it creates a space for those many questions to be asked. Therefore, the volume of questions is a direct result of the lack of information.

    The WSRA by contrast did issue a prompt explanation for their actions and confirmed that the two gentlemen concerned had declined to put their case when given an opportunity to do so. They also provided an extract from the relevant guidelines demonstrating where those instructions had not been followed.
     
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