Some interesting views have emerged in a lengthy discussion elsewhere concerning members wishing to be Trustee candidates at this year’s Annual General Meeting. Members will recall a full refresh of the Trustee Board will take place with all ten places up for grabs.

Folks on social media have been debating on the one hand the position statements on the subject by some of those people involved in the Reform Group who have indicated prefererence to not stand,  and on the other hand, others have been debating the likelihood of those people recently dismissed as Trustees standing as candidates in a bid to regain trusteeship.

The WSRA+ bloggers reckon the matter is down to one simple proviso. Providing the member is eligible under the Articles of Association to stand as a Trustee then we feel there are no barriers to nomination and standing for election for election by the membership.

Much is made of membership involvement and a properly run democracy. Let’s hope we see these aspirations bloom, prosper and dominate the Association’s business over the next few months and well beyond.

The West Somerset Railway Association’s Trustee Board have issued a synopsis of the main points discussed at the recent Board meeting held on 3 May 2016.

The full synopsis can be read on the WSRA website.

Where does the WSRA go from here?

We note some of the new WSRA management beginning to put out requests for ideas. Excellent. We gather the membership itself will be asked soon just how they see the future for the  Association. Even better.

One matter we WSRA+ bloggers would like to be uppermost in the thoughts of every single WSRA member – when faced with the overarching question “how do you want the WSRA to support the Railway”, please remember that the requirements of the WSR Plc must always be satisfied.

For an example of what we mean, consider the two steam locomotives owned by the WSRA, nos 4561 and 7821. Both are currently non-working. No 7821 is mothballed. No 4561 is in bits undergoing a very thorough, competent and expensive restoration to working order. We presume the WSRA’s objective is to see one, then the other, working trains on the West Somerset Railway.

But there’s no point restoring either to working order if the WSR Plc cannot guarantee hiring these locomotives.

Since the WSRA cannot possibly influence the WSR Plc’s decisions, as the Plc seeks to maximise its commercial opportunities and maintain its responsibilities to its shareholders, the Association can only best guess the WSR Plc’s future requirements for steam locomotives, even with regular dialogue between the two sides. At best that would be a hire agreement covering ten years with a guaranteed annual mileage. At worst, the WSRA could have two working locomotives which would have to move off the Railway to earn their keep – and how would that be “supporting the Railway”?

Meantime, we strongly urge members who are thinking about the future of their Association to consider the role and the position of the WSR Plc in all of this.

Please remember that whatever the Association might think about doing “for the Railway”, unless it is cosmetic such as the Goods Office project at Crowcombe, then if it doesn’t meet with the business requirements of the WSR Plc then it is not worth starting.

This posting should not been seen as a rant against the WSR Plc. It is not. We quite understand the WSR Plc’s position and its reluctance to share its governance and sovereignty (which is not necessarily a bad thing). It is the WSRA that needs to change – in many many ways – to work well within that framework.

None of these awkward situations would arise if the WSR Plc and the WSRA were to become one. But that is not likely. Sadly.

There’s no doubt that the new management of the Association are cracking on with the unenviable task of “sorting things”.

So much information is now being issued by the new WSRA folks, that it is possible that the job of the WSRA+ blog is all but completed. The purpose of WSRA+ was to bring important matters to the membership; matters that might otherwise gone unnoticed. We at WSRA+ feel that a healthy organisation thrives on good information issued on a very regular basis and with provision for responsible, constructive online and offline discussion. When the new WSRA  reaches that point – and we feel it is not too far away now – then maybe we can close this blog, hopefully forever.

Meantime, we encourage members to look at the official WSRA website http://www.wsra.org.uk and check out the News section along with the Documents section. There’s far more information and updates there that WSRA+ can keep up with!

Your WSRA+ bloggers: Huey, Dewey and Louie

As Members may know, for some time now many fellow Members of the Association have written to the Charity Commission outlining their particular concerns over recent matters concerning our Association. A general response to those Members from the Charity Commission was issued very recently and with permission of one of those recipients here is that response:

Thank you for your email(s) regarding the West Somerset Railway Association. Please accept my apologies for the delay in providing you with a response.

I have reviewed all of the information we have received and I understand that the situation has moved on since the review of the charity’s governance was undertaken. Whilst the review identified a number of possible governance and regulatory issues, the primary concern now is who the validly appointed trustees are and this is not something that the Commission can definitively rule on.

I understand that the members called an EGM which was held on 27 February 2016 at which the trustees were removed and new trustees appointed. The trustees in post at the time have expressed concerns about the validity of that meeting and therefore the decisions made at it. The Charity Commission does not have the power to determine whether or not the meeting itself was valid. The parties involved would need to take their own legal advice on this point and if necessary mediate an agreement in order to move forward.

Our guidance (https://www.gov.uk/guidance/disagreements-and-disputes-in-charities) makes it clear that we will only get involved in disputes within charities where there are no validly appointed trustees. In this case, there are trustees, the only issue is who are the validly appointed group. If those involved cannot reach an agreement on this key issue, then only the courts can determine who the trustees are and pursuing the matter through the courts would require the consent of the Commission under s.115 of the Charities Act 2011. We would not consider giving this consent unless all other options, including mediation, had been exhausted.

I appreciate that the governance review identified issues regarding some of the decisions made by the trustees; however until all those involved can resolve the issue of who the trustees are we are not in a position to determine what regulatory action may be appropriate

Once the parties involved have agreed who the properly appointed trustees are, steps should be taken to ensure that they have access to all the charity’s records so that they can determine what the next steps are in terms of getting the charity back on track. If at this stage, the trustees identify serious regulatory issues which they believe require the intervention of the Charity Commission they should contact us again.

A copy of this email has been sent to all those individuals who have contacted us to ensure that all parties involved have the same information.

Yours Sincerely

Joanne Maguire
Senior Case Officer
Permissions and Compliance Team
Charity Commission

We leave the Membership to draw its own conclusions.

 

The WSRA+ bloggers have previously made it clear that we consider the meeting of the “Six” on 15 February 2016 was wrongly called and therefore invalid. By the “Six” we refer to the six Trustees removed from office by the Membership immediately following the General Meeting at the end of February.

We understand the “Six” are now claiming their 15 February meeting was valid “A quorate number of Trustees met…on the 15 February, at a properly convened meeting…”.

The new WSRA management, through Company Secretary Paul Whitehouse, have issued this response:

“The February meeting was certainly quorate. It was however invalidly called, since Michael Rowe was deliberately not given notice of it, even though he had been co-opted at the meeting held on 14 December 2015 (Minute No 11). The Board authorised me to publish the Minutes of meetings, and I shall be working through those when I have dealt with other more pressing matters. In the interim here are the Minutes of that Board Meeting. It is not clear to me why the Minutes appear to be security classified.”

The WSRA+ bloggers reckon the Minutes clearly provide the evidence that Michael Rowe was co-opted to the Board with immediate effect. As such, he must be formally given notice of any subsequent Trustee Board meeting, such as that proposed for 15 February. He was not. And therefore that meeting was not properly convened.

The WSRA Membership, given the opportunity, will look at the evidence and decide.

As ever, in the interests of clarity, communication and debate, this blog remains open to the “Six” for right of reply.

 

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.