The former Trustees have published Gowling WLG’s email to the Association’s solicitors, Foot Ansty. Gowling WLG appear to be acting for the former Trustees who continue to see themselves (wrongly in the view of the WSRA+ bloggers) as the Board.

The relevant points from the Gowling WLG email are as follows:

“The Board of Trustees have declared the supposed WSRA EGM of 27th February invalid for the following reasons: (1) it was not called by the properly elected Trustees at the time; (2) Mr Courtney the then Chairman who called the meeting did so expressly contrary to what he had told the Board of Trustees, and without their knowledge or authority; and (3) the Trustees were not presented with requisition forms for the EGM from 5% of the Membership as required under s 303 of the Companies Act and indeed despite searching for any such forms they still have not seen the same.”

This is the Association’s reply:

1. The necessary number of forms was delivered to the Registered Office of the Association and verified by Jacquie Green and Keith Sandford in the presence of Frank Courtney. The requirements of S303 of the Companies Act 2006 were therefore satisfied and the trustees were therefore obligated to call a general meeting. As the former trustees were advised by Susan Kaufman (then Company Secretary), in respect of EGM1, in an email to all the trustees on 17 April 2015, “The reform group submitted 401 signed forms calling for a general meeting. 400 of these forms were valid, and as a result you are now obligated to call a general meeting.”
2. Frank Courtney did indeed email the former trustees that he would take no action on the requisition for the time being while he considered the matter. He emailed them again on 31 January 2016 to inform them that he had concluded that it was necessary to call an EGM and invited them to supply a paper to put their point of view and thathe needed to receive it within the week. They chose not to reply until after he had sent the mailing, and appear not to have drawn this second email to the attention of Gowling WLG.
3. The meeting was called by the Chairman of the Association, acting in exactly the same manner as for EGM1 (see point 1 above).
4. The only difference between the way that EGM1 and EGM3 were called is that for EGM1 the voting arrangements remained with the Association, while in EGM3 they were placed in the hands of an independent body, the Heritage Railway Association.

Thanks to Paul Whitehouse for this article.

The WSRA+ bloggers believe the Membership need to be aware of the claims and the responses.

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