We have recently been supplied by 4160 Ltd a company assessment of value that was supplied by an experienced heritage railway accountant. Reproduced by kind permission of 4160 Ltd.
THE DEMISE OF WILLITON RESTORATION
The move by the Plc to rent out a large proportion of the space at the Williton Shed to a private company can only indicate the death knell of the WSRA Restoration Department. This space is where the Restoration Team operate and without it they have limited ability to function. To understand why this is happening, we would refer our readers to our Archived documents:-
March 2012 Discussion Document by Tim Stanger and Geoff Pateman Steve Roberts and Steve Williams.
2012 WSRA/Plc The Way Forward by Tim Stanger and Roger Savill.
These documents outlined proposals for the Association to “trade less” and “transfer” their assets to the Plc for no financial gain. These authors were Trustees when the documents were written and were charged with the responsibility of taking care of the Charity’s assets not transferring them to the Plc.
The Association has invested nearly £100,000 in infrastructure into the Williton Shed, such as an overhead crane, air lines, shower block and more, to be used by the Associations Restoration Team. The commercial company that has now taken over the space will have free use of all this equipment and facilities with no apparent financial gain to the Association. The Restoration Team now does not have the capacity to take on extra commercial work or to rebuild 7821 Ditcheat Manor and 4561. It is becoming clear that this move is intended to squeeze the life blood out of the Associations restoration activities. What is puzzling is that where are the funds that they are busy raising to restore engines going to be spent, as the Restoration Team now have only very limited capacity to do the job. Could it be that Chairman Whitehouse, Stretton, Glover, Greenaway, Power, Sherwood and Garfield ultimately plan that the Restoration Team will be absorbed into the commercial company and no longer part of the Association. “Trade Less”! “Concentrate on our core business”!
Another aspect is that Sherrings Yard, leased to the Association, may well be used as stabling for the bus fleet owned by the commercial company that is moving into Williton shed. What possible financial advantage is this to the WSRA? Why are the Trustees not realising on the assets in the Williton shed?
Money is desperately needed to rebuild 7821 and 4561 instead it is being spent on lawyer’s fees taking the original Trustees and 4160 directors to court for very little gain. The latest estimates for these fees is around £10,000 so far and still nothing to show for it. This is a very risky gamble on the part of Whitehouse and the trustees as more and more information is surfacing that points to a lack of factual evidence to support their cases.
This pattern of transferring assets out of the charity is yet another example of implementing the aims of these two documents, and running down the capacity of the charity to function. Whitehouse, Stretton, Glover, Greenaway, Power, Sherwood and Garfield surely have a duty under charity law to safeguard the assets and not to transfer them, for no financial gain, to the control of the Plc.
THE BATTLE LINES HAVE BEEN DRAWN
The battle lines have been drawn by two sets of Lawyers acting on instructions from Chairman PC Whitehouse, S Stretton, J Glover, R Greenaway, N Power, M Sherwood, and G Garfield. The lawyers are A de Jongh at Bates Wells Braithwaite in London and also Radcliffe Chambers, Lincoln’s Inn, where a barrister J Lewis has been engaged.
The matter between MJC Crees and P Johnson, Directors of 4160 Ltd and also the matter concerning the original six Trustees of the WSRA has now moved to a more legal aspect. The bills from these lawyers for the work so far is estimated to be in excess of £5,000 already. How can these trustees of the WSRA, who cannot afford to finish the restoration of 4561 and 7821 Ditcheat Manor (currently languishing in Swindon Museum), justify spending large amounts of charity money on litigation to reclaim very little? It appears that Bates Wells Braithwaite have already advised Chairman Whitehouse that the case against the original six trustees could end up costing more money than can possibly be recovered. So why is Chairman Whitehouse still proceeding? This appears to be history repeating itself when in 2015 Whitehouse was advised not to proceed at Bristol Crown Court in his action against the six original trustees. Even thought he was advised that his case was flawed he still insisted, along with his legal counsel Robin White, to proceed to court, where he lost!
Perhaps an explanation of this might be that be that Whitehouse appears to have overall authority to act alone in these legal matters. Was he delegated by Stretton, Glover, Greenaway, Power, Sherwood and Garfield or did he ask to take over this major undertaking of the WSRA? A Trustee cannot delegate their legal responsibility to another trustee, they remain legally liable for decisions taken by their chairman in their name. To add to this highly unusual state of affairs, Chairman Whitehouse has not been having regular monthly board meetings. Why? Has anyone seen the minutes of the WSRA board meetings that has approved this level of expenditure on lawyers by Chairman Whitehouse? The WSRA has initiated nine separate legal actions involving London lawyers and a barrister, this is unprecedented in the history of the WSRA. So why are they having less meetings instead of more? Surely they should be discussing the advice given them by their lawyers, where is the control of events and expenditure? Or have they given Chairman Whitehouse carte blanche to spend what he likes.
The original six trustees are being accused by Whitehouse and White of spending charity money on excessive lawyer’s fees defending an action brought by Whitehouse and Randles. Does this not look a little like hypocrisy? “One rule for one and another rule for everyone else”
Not only do we have two London law firms in the mix we have also Robin White. It appears that she is advising Chairman Whitehouse on this matter, just like she advised him at Bristol Crown Court. Robin White says of the current legal situation “I have discussed this issue (at length) with Paul Whitehouse and have made a practical suggestion which should reduce the litigation risk to the charity, so strengthening its position (and so perhaps making a settlement more likely).” We would ask who is Chairman Whitehouse listening to now?
A lot of the information around these cases revolves around disinformation. It has been said that Johnson was a WSRA Trustee when he purchased 4160 shares from the WSRA. Johnson was not a Trustee when the shares in 4160 Ltd were sold. That is a fact. He could never have sold these shares to his “mate”, this was pure fantasy but stated by White as fact. The fact is that they were sold by the WSRA Board of Trustees in two separate transactions to Johnson and Crees, Directors of 4160 Ltd before Johnson was made a trustee. The membership has been constantly bombarded by disinformation and not given the facts, they have even voted on matters that have been presented as factually inaccurate. When this goes to court the facts will be revealed and the disinformation will be proved.
What is becoming obvious is that these threats from the WSRA against Four One Six O Ltd are hostile. This company has been well run for over 25 years. The two long serving directors of this company that have been cited in this action have been instrumental in the success of the company. The loco has served the WSR for over 20 years, the original agreement was only for a period of 10 years. The goodwill that has been built up over 20 years has been completely destroyed by the Plc, the reformers and the current trustees of the WSRA.
4 February 2018
One of the world’s greatest miscarriages of justice happened in Birmingham in 1974 over 42 years ago. Where a group of six Irishmen were accused, charged and convicted of planting bombs in Birmingham city centre. They were acquitted of all charges after spending 16 years behind bars for a crime they did not commit, and still the original perpetrators of this crime are free. This parallels what is happening to the original six WSRA trustees.
Fresh evidence is now emerging regarding the poisonous environment that the six original Trustees of the WSRA were operating in throughout the period of the assault by a small ruthless group of reformers. Just like the Birmingham six who were innocent, the six original Trustees of the WSRA have been labelled with “crimes” they did not commit, so they might as well have planted bombs for all the hate mail and spite that was whipped up against them by a few who had much to gain, these are the real villains of the piece. A web of disinformation and outright lies were created around the six Trustees to assassinate their characters. Let us remind you that these six Trustees have given enormous amounts of time in volunteer work for the good of the WSR and never deserved the ridicule and hate that is being aimed at them even now.
The “crime” that the reformers accused the six Trustees of committing was that they had negotiated with the local council to purchase the freehold of the WSR, this was after the WSR Plc had refused to purchase the land on two separate occasions. This purchase would have meant that the future of the WSR was secure for life, and if the land was owned by a charity that would have meant that under charity law they would have improved the asset and directly supported the WSR plc and the railway “family” as a whole. However, if land is owned by a charity it cannot be sold only transferred to another charity. How could the purchase of this freehold have possibly brought the “railway” into disrepute? “Bringing the railway into disrepute” was the rallying cry of the reformers together with other blatant disinformation. More evidence is emerging why the WSR Plc did not wish to purchase the freehold when it was offered to them at an incredibly attractive price.
During the onslaught by the reformers the Trustees were asking the Charity Commission for guidance but received none. Information has now come out through a Parliamentary Committee that was investigating the workings of the Charity Commission during the years 2014/15/16 and it was found “not fit for purpose” by the Chairman of the Public Accounts Committee Margaret Hodge.
This might explain why during this period when the six Trustees were under considerable pressure why statements were not made public. What needs to be clarified here is that the six Trustees were layman and under normal circumstances would seek advice on matters such as this from the Charity Commission. The Commission failed the six Trustees in every way possible.
Under the earlier chairmanship of the well respected David Holmes, he found that his efforts to bring the charity up to date were being hampered. “I had not anticipated the surprising level of resistance that quickly built up within the WSR Plc as I sought to bring the charity’s systems and finances under better and more professional control.” David Holmes, after he took over the chairmanship, had expected to be supported by his former colleagues and friends. He said after his retirement “However the Plc no longer appeared to share the view and seemed to view the reorganised and revitalised WSRA as a threat rather than a strong and supportive partner. Long standing agreements, in writing but not countersigned, common staff conditions and procedures began to be ignored and simply denied. Face to face discussions and promises even if confirmed in emails were similarly denied. I felt I could no longer trust the word or agreement of people I had formerly considered long standing friends. Every continued attempt to place the WSRA on a sound footing was restricted and frustrated and an underground campaign began to paint the WSRA as ‘failing to support’ the railway and operating in competition with the Plc.” This was about the time the freehold was originally offered to Mark Smith who was the Chairman of the WSR Plc at that time, he subsequently refused the offer from the Local Authority. Was this the turning point in the relationship between the WSR Association and the WSR Plc that David Holmes refers to! Was the 2010 The Way Forward Confidential Report (see our Archive page) behind this? The intention of this Report was to transfer all the assets of the WSRA to the WSR Plc. Is this why he was finding personal resistance to his plans to revitalise the WSRA?
David Holmes decided to leave the WSRA with great sadness, he said at the time “However, the level of vitriol and obstruction emanating from Minehead, much of it in the last weeks becoming more personal, reached such levels as there was really no option.” The two subsequent Chairman of the WSRA, Peter Chidzey and David William have experienced exactly the same vile personal attacks from those who wish to achieve the aims set out in the 2010 The Way Forward Confidential Report.
Is this the way railway preservation should operate where a small group of extremist agitators can spread disinformation and lies and destroy an organisation and the people within it that have worked for years on a voluntary basis to build a very successful and financial stable charity.
This whole fiasco is not about the six original trustees or what they did or did not do but about the masterplan to put every asset on the WSR under one inefficient company that has a history of leaching money. One of the major assets owned outright by the WSRA Charity is the land at Norton Fitwarren, valued at around six million pounds, the control of this land is being quietly engineered into the hands of the WSR Plc under the guise of a Trust by the current Trustees who have strong allegiance to the WSR Plc. Is this also connected to the recent change of Articles of the WSRA to include a ‘Winding Up Clause’!
David Holmes prophesied many years ago that this sort of thing would happen. It is a very sad epitaph that someone as respected as David Holmes said “I have not set my foot back on the WSR since March 2011”. The six original trustees have had the same treatment as David Holmes and have effectively been driven out of the WSR. However, the truth will come out in the end.
Read David Holme’s comments in the full article on our Archive Page.
PURCHASE OF 7821 DITCHEAT MANOR
We need to correct the misinformation that has recently been published on the WSRA’s web site on the Rolling Stock page regarding Ditcheat Manor. http://www.wsra.org.uk/locos/
It is fact that the loco was not purchased by the Association from the owner, a Mr Ken Ryder, it was originally purchased from him by the WSR Plc in 2008 to supplement their loco fleet after the rail grinding fiasco left their whole fleet damaged. What we can tell you is that Mr Robin White, who was the Association Chairman at the time, was one of the main instigators in the purchase of 7821 for £180,000 from the Plc. Part of the purchase money was funded by the sale of pannier tank 6412 to the South Devon Railway. The purchase of 7821 by the Association was only a few weeks after the Plc had taken delivery of it from Ken Ryder. When it arrived at the Plc it had approximately 20 months boiler ticket and not ticket less as stated in the Associations web page. However, there was a strong suspicion at the time prior to its purchase by the Association that it needed a major overhaul, and this was indeed the case! The question has to be asked, why was 7821 purchased for £180,000 without the necessary paperwork and full inspection by the Associations Chief Engineer, Gareth Winter. We have documentary evidence that proves beyond doubt the facts, and of who was for the purchase and who objected amongst the Trustees.
Further to our piece on ‘Disinformation and Spin’ dated 23rd January2017. We have been asked to provide further information on Chairman Whitehouse’s Resumé (sic) which was published in the Winter WSR Journal.
As Chairman Whitehouse states “Robin White set the tone of the meeting”. Robin White is a professional barrister and as such is very used to persuading her audience, be it in court or out, that her view is the correct one. She knows how to present information to get her view across, which as we know is only one side of the argument. Is this the right democratic process where you allow a barrister to set the tone rather than the Chairman and the board of an important AGM?
Chairman Whitehouse stated “the position on the monies outstanding from the former Trustees and Company Secretary in respect of the sale of the shares in 4160 Ltd and the overpayment of legal fees”. Let’s look at this statement more closely. None of this has been proved legally that any monies are outstanding from any of the original six Trustees, this is only an opinion of Chairman Whitehouse and his board. This appears to be disinformation, not the truth.
Chairman Whitehouse also stated “£17,000 had been paid away from the Association’s account with Lloyds Bank without authority”. It is quite obvious from the WSRA's original Trustees lawyers (see our Archive – Gowling letter) that the EGM called on 27/2/17 by the reformers, was invalid and any decisions made at that meeting void. We quote “there is presently a dispute between certain members of the association who call themselves ‘the reform group’ and the Board of Trustees. In particular the reform group have purported to hold an EGM to remove the current board of trustees and appoint a number of themselves as trustees in their stead. We have advised the board of trustees (original six) that the aforesaid EGM was not properly requisitioned and the supposed resolutions to remove the current board and appoint a new one is ultra vires and invalid.” https://en.wikipedia.org/wiki/Ultra_vires
How can this statement by Chairman Whitehouse be true? According to the Association lawyers they had every authority to pay these bills totalling £17,000. This appears to be more disinformation! In fact, at the time of the EGM on 27th February 2016, when the reformers voted themselves in as trustees and took over the WSRA bank account and started using it, they did not have the necessary ‘authority’ to do so because the EGM was in “ultra vires”!
Chairman Whitehouse goes on to state “this matter was now in the hands of the police”. He therefore links these two statements together leading the reader to believe that the payment of these bills was a criminal offence when it quite clearly was not. This appears to be more disinformation again!
At the recent AGM in 2016, as documented in the minutes, Brian Fraser, a WSRA member, asked for a vote on the subject. No wonder the audience voted to allow to persue what they thought was unpaid debts. Whitehouse had previously stated "on the monies outstanding", this is not the case and has never been proven, so why say it. This has been the problem since the reform group came into being. Facts have been conflated to make them suit the purpose of the reformers, but when you analyse the accusations, you realise there is very little substance to them. One of the major accusations from the reformers was that the original Trustees had "brought the railway into disrepute" for trying to purchase the railway freehold when they had every right to make a bid for the freehold as it had been turned down twice by the WSR Plc. If this purchase had gone ahead then the freehold to the railway would have been owned by the WSRA for the last four years and not by the council.
At the AGM Robin White was allowed to set the tone of the meeting, and it is clear that the members were not given the true picture and were fed incorrect information on which they based their vote. If this ever goes to court the Gowling solicitors will state that the EGM on 27/2/16 was invalid according to the laws laid down on calling an EGM, therefore, any resolutions made by the reformers was invalid. The ramifactions of this going to court will be vast.
We are still trying to understand why Chairman Whitehouse and his board are perusing so vigorously the six original Trustees, who have put in between them nearly 90 years of good service to the railway. Their only crime was to protect the assets of the WSR Association members, to underline this point, recently the land at Norton Fitzwarren and the land known as the Roughmoor at Williton will be transferred to a new trust called the WSRA Land Trust. The WSRA only has two voting shares on this board, the PLc has two shares and the Steam Trust has one share. How come the Plc which is a commercial public limited company run for profit and can be taken over or sold at any point, gets two major voting shares in land worth in excess of £6,000,000. Historically the Steam Trust will do the Plc’s bidding and vote with them so the WSRA will have no control over the land that was once it largest asset. This is why the six Trustees fought for the last 4 years to stop this happening. The Association is now paying a heavy price for this ‘reform’. Cast your mind back to the 2010 Confidential Report (see our Archive) it has all but come true for the Plc.
30th January 2017
DISINFORMATION AND SPIN
“A lie goes round the world three times while the truth is still getting its boots on!”
We live in a world today where disinformation is an everyday occurrence, graphically illustrated in recent months by the American election where CNN, NBC, and Fox News have told blatant lies. Here in the UK we are also prone to the same disinformation and spin tactics, as demonstrated by the media and politicians in the run up to the Brexit referendum. Disinformation and spin has even proliferated into the WSRA and their Journal, under the new Editor Richard Jones, who is allowing articles full of disinformation and spin to be presented to the members as an official version of events. In the Winter Edition of the Journal, Chairman Whitehouse’s resumé (sic) sets the scene and we quote “Robin White set the tone of the meeting”. White, the self-proclaimed WSRA Cheer Leader (without the official dress code), at the AGM asked to say a few words before the official business started and was given the floor by the Chairman. This is highly unusual, as an AGM has a formal process to follow and should not have a warm up act, it should follow the Agenda which is published beforehand, as is ‘good governance’.
White’s rhetoric so moved a WSRA member, Brian Fraser, that he leapt to his feet and shouted for a vote on the subjects that White alluded to and asked for an immediate vote. Chairman Whitehouse allowed this vote from the floor to go ahead , this is highly unusual, the full membership of 5,000 were not consulted on this, only those present. This appears to be a device to steer the meeting in a specific direction as confirmed by two members that we interviewed shortly after the AGM, who were of the opinion that it was scripted. This vote is the basis for allowing Chairman Whitehouse to proceed with legal proceedings against the original six Trustees for the following alleged ‘crimes’ and appears to be engineered to look as though it comes from the members and not the new Trustees! This is not an overwhelming vote of WSRA members who have been fed a cocktail of disinformation since the reformers appeared on the scene.
WHAT YOU HAVE NOT BEEN TOLD
Spending too much WSRA funds on lawyers’ fees to defend two injunctions taken out by Randles and Whitehouse after their membership was terminated.
The Trustees had only 7 days to prepare their case to defend the expulsion of Randles and Whitehouse. They consulted with their Insurance company and the Associations Lawyers. The judge did not give Randles and Whitehouse back their membership and each party paid their own costs.
Sale of 4160 Ltd Shares held by WSRA to two 4160 Ltd Directors
Long before the in ‘ultra vires’ takeover by the unofficial trustees (Courtney, Rowe, et al) the six Trustees took the full board decision to sell their holding in 4160 Ltd back to the Directors of 4160 Ltd. This protected 4160 from outside takeover. These two directors have put nearly 30 years each voluntary service into the 4160 company. The sale price was the same as the WSRA Auditors valued the shareholding two months before the sale. Whitehouse reported this sale as fraud to Avon & Somerset Police. However our contacts with the Met told us that there was no case to answer. No one was interviewed by the Police in connection with this complaint.
The six original Trustees spent £17,000 without the alleged ‘authority’. They, as confirmed in writing by the WSRA lawyers were legally empowered, at the time, to pay these ordinary bills that were incurred in the normal everyday business of the WSRA. This will hold up in a court case as confirmed by the WSRA Lawyers.
Ian Aldridge, Chairman of WSRA at the time, was asked by us. ‘What were these bills for?’ He confirmed that they were bills for “normal regular trading business of the WSRA and that were due for payment” The new unofficial trustees would have had to pay these bill anyway if they had been in the same position. Whitehouse has again reported the six trustees for this alleged ‘crime’ to the police. The WSRA lawyrs at the time will confirm that the original six Trustees had the full authority to manage the charity and pay the bills at the time. Where is the ‘crime’? Disinformation again.
(See Archive page - Gowling letter)
Within his résumé, Whitehouse has stated, “this matter was now in the hands of the police”. He appears to have tried this tack before and got nowhere? This is where disinformation and spin begins. He may well have reported these so called alleged ‘crimes’ yet again to the police. This has no relevance to the facts, this was ordinary business of the original WSRA Trustees. The new Trustees, appear to be being caught up on a tide of revenge. Whitehouse seems to spin a web of disinformation that the readers of the Journal are led to think that alleged ‘crimes’ have been committed. But in fact none of this is proven.
Chairman Whitehouse seems to have ‘form’. He was once under investigation as Chief Constable of Sussex Police. The investigating officer was Sir John Hoddinott of Hampshire Constabulary, he had the following to say on a bungled raid of a suspected drug dealer who was unlawfully killed, resulting in Sussex Police paying compensation to his family. This resulted in the resignation of Chief Constable Paul Whitehouse from the Police force completely.
Below are given statements which are in the public domain, from Sir John Hoddinotts findings on the case.
“Concerning Paul Whitehouse, Mark Jordan, Nigel Yeo and Maria Wallace
In his conclusions on Paul Whitehouse, Hoddinott begins by defining misfeasance as:
“Wilful neglect of performance of public duty as per common law.”
He goes on to say in relation to Paul Whitehouse’s statements to the press and public:
“The Chief Constable is a public officer and has a duty to tell the truth. He wilfully failed to tell the truth as he knew it, he did so without reasonable excuse or justification and what he published and said was misleading and therefore likely to injure the public interest”.
Hoddinott then goes on to consider whether or not Paul Whitehouse was guilty of any offence in relation to the information which he provided to the Sussex Police Authority who were considering a complaint from a member of the public whose name is Paula (I think it’s Paula) Ashley.
“He [that’s Whitehouse] could similarly be said to have neglected to perform a duty he was bound to perform in accordance with his office. That it was without reasonable excuse or justification and was likely to injure the public interest may be inferred because his silence on crucial issues may well have influenced the members’ decision that day in respect of the complaint against him by a member of the public Paula Ashley.”
And then Hoddinott continues:
“There is clear evidence of misfeasance in relation to the press release, the press conference, and in the Chief Constable’s response to the Police Authority.”
Having considered the criminal point on misfeasance Hoddinott then goes on to consider the discipline code in relation to possible charges of falsehood or prevarication and he says:
“Mr Whitehouse must have known when he made his written and oral statements that they were at best inaccurate and misleading and therefore charges of falsehood or prevarication appear to be made out in respect of the press release, the press conference, his written responses to the Police Authority and his statement of 30 March 1998.”
[That reference to the statement of March 1998 I think is Paul Whitehouse’s statement to the Kent enquiry.]
Hoddinott goes on to say that there is also prima facie evidence of an offence of discreditable conduct as a disciplinary offence.
In relation to Mark Jordan, Hoddinott concludes first that there was no evidence of criminal offence of misfeasance in relation to the press release because Hoddinott could not be sure that he was part of the planning of the release.
Hoddinott went on to say that there was (this is all in respect of Mark Jordan) prima facie case of misfeasance about his “simply not credible” claim to have forgotten what Tim Godwin, a Sussex officer, told him about the shooting.
Hoddinott said there was also prima facie evidence of falsehood and prevarication in relation to falsehood in his statements of 13 March and in his verbal account to McCann, that is Superintendent Dave McCann of Kent, on 29 June.
There was also evidence of the disciplinary offence of neglect of duty:
“Mr Jordan signally failed to live up to the requirements of his office and was in neglect of his duty by the manner in which he absented himself from his duties on the morning of 15 January.”
There was also prima facie evidence of discreditable conduct which appeared to be made out.
There was also prima facie evidence of aiding and abetting the Chief Constable’s falsehoods in response to the complaints to the Sussex Police Authority by James Ashley’s sister.
In relation to the Assistant Chief Constable Tim Yeo, Hoddinott concludes that in relation to the production of the press release that there is prima facie evidence of misfeasance in relation to Tim Yeo. Yeo’s conduct in this context was “… unsupportable. He must have realised that the message it was conveying was fundamentally untrue.”
Hoddinott goes on to say that there was prima facie evidence of misfeasance in relation to Yeo’s statement to Kent that he had no knowledge of Caroline Courtland-Smith’s statement (he said on 22 April as I understand it). “
Sir John Hoddinotts brief was to draw attention to the Prima Facie evidence. We suggest that all members do the same to the evidence that has been presented to them.
This is Part I of our investigation. In Part II we will be looking at Robin Coombes WSRA Trustee vetting procedures and the WSRA Land Trust.
23rd January 2017
THE WAY FORWARD! The new trustees plan for the future
The new Trustees ( Magda Davies, Will Foster, John Glover, Frank Holding, Bill Knell, Nigel Power, Mike Sherwood, Simon Stretton, Paul Whitehouse) are planning to transfer the control of the Norton Fitzwarren site into the PDG group, this will hand complete control of £6,000,000 (six million pounds) worth of asset out of the control of the WSR Association. It appears that no money will change hands for this asset so effectively it has been gifted. The Association only has two representatives on the PDG group so do not have complete control over this asset as when it was held and protected by the original Trustees. Is this a move to circumvent the rules of charity law? It is illegal to transfer out an asset from a charity for anything other than the market value. Where there is a will there is a way!
We have already seen the new Trustees transfer control of other assets, such as the profit making Stone Contract, to the Plc for no gain. The hire agreement for the Quantoc Belle needs to be closely scrutinized also.
The new Trustees are proposing to take to court the original six Trustees for allegedly overspending on legal advice and are seeking compensation. The legal advice was legitimately sought in order to carry out their duties as Trustees. The new Trustees are also seeking compensation for the sale of the 4160 Ltd shares which they inflated with a valuation from an accounting company that had no idea how to value a heritage steam engine. This company went so far as to admit that this was something they had never done before.
However, the new Trustees situation is very different. They are blatantly proposing to transfer £6,000,000 worth of assets out of their complete control. This will make them all personally liable if it were found that they were in breach of charity law especially as no money representing the full market value has been exchanged for the 33 acres of land at Norton Fitzwarren.
The members of the WSR Association need to wake up and see what is happening in front of their eyes, soon there will be no assets belonging to their Association as its being stripped. The PDG Group and the Coombes Repot appears to be just a smoke screen. The new Trustees are carrying out almost to a letter the aims of the 2010 Confidential Report that Tim Stanger and Roger Savill produced.
5th January 2017
THE END GAME
At the up and coming AGM later this month we will see the end game for the dismantling of the WSRA. This appears to have started with the removal of WSRA Trustee, Michael Grimolby in 2007, who was a founder member of the Association. It has been recently stated that “the Association will never attract the type of person with the right business acumen”! The question has to be asked. Why then was Michael Grimolby removed? He was a very successful businessman in his own right and still is? Some of those who were involved were David Morgan, Mark Smith, Humphrey Davies, and Andy Chatwin. Morgan is ex-chairman of HRA and still a member also vice president of the Plc. Smith is vice-chairman of the Heritage Railway Association and a Plc director; he was Plc chairman at the time the ‘Way Forward’ confidential document was produced (see Archive). Davies is ex- Plc chairman and still director on the board. Chatwin is chairman of 4160 Ltd.
It has recently been rumoured that the WSRA owned land at Norton Fitzwarren has been valued at £6 million. If you then add up all the current WSRA owned assets, the value is in excess of £7 million. This explains the ferocity of the campaign to remove the legally elected Trustees. There are conflicts of interest concerning David Morgan and Mark Smith who are involved in the HRA and also involved with the WSR as directors on the board. The HRA purports to be an independent organisation with good governance advising its members on the heritage railway as a whole. However, the WSRA is not a member of the HRA so why are they involving themselves with a non- member Association? However, the HRA officiated at a very questionable meeting on 27th February 2016, called by the reform group, where the legally elected trustees were removed and a new set of trustees were elected in “ultra vires” (see News/Gowling letter). This action was a direct result of the Coombs report which is now seen as seriously flawed. The HRA, at no time attempted to contact the legally elected trustees or their solicitors to offer advice or counselling. This action illustrated without question their bias. Could this be because two of the HRA directors are PLc board members!
The aims as set out in the 2010 ‘Way Forward’ confidential report (see Archive) are nearly coming to fruition. At the up and coming AGM the following may happen.
The WSRA has served the railway well for the last forty years’; they came to the financial rescue of the WSR Plc when they got themselves into trouble. Is this the way to treat an organisation that has tirelessly worked to preserve the heritage railway? Is this a fitting epitaph to all the labours of the volunteers that are no longer with us?
DRAW FOR THE ORIGINAL DON BRECKON PAINTING OF 4160 COASTING HOME
Over 30 years ago Don Breckon was commissioned to paint a picture of 4160 entitled “Coasting Home”. The original has been stored with the company’s bank for the last 30 years, there were prints made and sold to raise money for the restoration of 4160. All these prints were numbered and signed by the Don Breckon, but with the passing of time many people who owned these prints have moved and therefore our original list of owners could be out of date.
It was always envisaged that we would have a Draw from the original people who purchased the prints directly from 4160 Ltd. The prize in the Draw would be the original painting of “Coasting Home”. Only the owners who purchased their prints directly from 4160 Ltd and signed by Don Breckon are eligible to enter the Draw.
Anyone owning an original “Coasting Home” print needs to contact our registered office at 4160 Ltd, 2 Warden Road, Minehead, Somerset, TA24 5DS, giving the print number for vertification and purchase date together with their contact details. The Draw closes on the 1st October 2016.
The Draw has now closed.
On 1st July 2016 the unofficial trustees published a “Consultation Paper” sent to all WSRA members. It has been read very carefully, including in between the lines. This paper is a fuller version of the secret report written by the WSRA and Plc back in 2010 (see Archive for part of this report). The proposals in this consultation paper are the final step to what was proposed in the 2010 ‘confidential report’ that was kept secret from the membership and the majority of WSRA Trustees, in that the assets of the WSRA, built up over many years, were to be gifted to the Plc. Mark Smith, director on the Plc board and Vice Chairman of the HRA and others, must have had prior knowledge of these intentions before 2010. This move would have rendered the WSRA to merely a shell of its former self.
Expect now decisions to move swiftly from here on. The unofficial trustees have now declared publicly their desire to asset strip the Association, written in the guise of a consultation paper purporting to put these very complex decisions in the hands of the membership. In order for the membership to make a balanced decision based on fact not fiction, they need to go back in time and read very carefully what has been happening in the background over the last few years.
Also expect to hear more about the “railway family” which is an attempt to pull together commercial companies and heritage associations under one banner thereby blurring the lines between them. Is this terminology designed to give us a warm and fuzzy feeling? In all families there are disagreements over who gets what! Who is going to be the head of the “family”? Is this level of bureaucratic nonsense going to cause more problems in the future? It appears the WSRA is being cast out of this “family”, is this because they are sitting on a very valuable piece of land and the other relatives are jealous!
Below we detail some of the proposals in the consultation paper and their hidden aims.
Section 5 – Association Assets
5.1 – The scene is being set to suggest that the assets were once seen as being potentially beneficial but have now become questionable. As an example the sale of shares in 4160Ltd are mentioned “which is demonstrated by their sale of the shares in locomotive 4160 at a level below their independent assessed value”. To clarify that statement you were not told that the invalid trustees had commissioned an accountant well after the sale of the shares, to value the 4160 shares and company. This new accountant had never before valued a locomotive or a company such as 4160 ltd, by their own admission. They did not approach any 4160 ltd director to ascertain the trading status of the company. Incidentally the Plc have an identical situation where they hold shares in 5542 ltd, and Dinmore Manor Ltd, in their 2016 Report & Annual Statement, page 30, it clearly states “as these shares are not publically traded and their fair value cannot be measured reliably they are held at cost”. The WSRA Articles state that the valid Trustees may sell the 4160 shares or any of the Association assets (excluding land) to whoever they like and for a sum decided by their Auditors. They were sold at the valuation put on them by the Association Auditors. In doing so, the valid Trustees have protected a heritage asset by placing the shares in the hands of two 4160 directors who have a combined service record with the company in excess of 50 years and have no links with the Plc or any other institution. Thereby making these shares unavailable to be asset stripped.
5.2 – “4561 is more problematic in terms of potential usage” the Association have just spent £400,000 on the restoration to date of this locomotive, and the statement seems to suggest that this locomotive could be surplus to requirements. Is the scene being set for the sale of this locomotive, but surely if this were the case the Association would sell it at a loss. So why sell it at all or might it be gifted to keep it within the railway or should we say railway family?
“The association (as a charity) can only sell the loco’s to the Plc at an established commercial price. It is unlikely that the Plc could raise such monies currently”. In the Association Articles it does not state that the Plc is the only recipient of loco’s, an asset (other than land) can be sold to anyone that the legal Trustees agree on. Again the unofficial Trustees seem wedded to the Plc and not looking outwards for the best deal for the Association and its members.
5.4 – “33 acres at Norton Fitzwarren”. The consultation paper states that the tracks are owned and maintained by the Plc. However, let’s not forget the Association contributed to many of the aspects of the track work as well as the Plc. The fact is the Association own the land and it is a very valuable asset but the report seems to place it in the hands of the “railway family”. Who in the family is this land going to be gifted to? Why cannot it not stay in the hands of the Association? What is the rush to get rid of all the Association assets? It seems the assets of the rich Aunt are to be swallowed up by “the family”. This is exactly the stated aim of the 2010 confidential report by Stanger and Saville.
“The Railway Freehold” – What is stated here is not the case. The former Trustees had every right to approach the Somerset CC to negotiate the freehold of the railway because as stated in previous articles the Plc had refused two offers made by Somerset CC for the freehold thereby stating very clearly they were not interested.
The WSRA members charged the Trustees with the responsibility to negotiate the freehold with the Somerset CC, this was under way until the invalid trustees took over. They have refused to carry out this mandate for the members.
This is yet another manoeuvre to divert an option away from the Association and blame it on the legal elected Trustees.
We would like to thank the people who have contributed to the information given in this web site and to the substantial number of members who have expressed their support. We have a wealth of documentation yet to be published which will clarify the situation further.
When you establish fact from fiction we rely solely on the information that we perceive to be correct. Over 2,000 years ago it was thought that the world was flat, until Pythagoras and Eratosthenes established it was, in fact, round. However, to this day the argument that it is not round, but flat still persist. More recently with the European Union and our forthcoming Brexit referendum which has produced a myriad of unestablished facts of what will happen if we come out or stay in. Establishing truth from fiction is a mind bending process. Does any of this sound familiar? Are the events on the WSR similar and the search for the truth just as perplexing.
One of the many facts that we can establish is that 4 days before the official trustees had sight of the Coombes report, a very prominent member of the reform group was given a copy. That very prominent member then proceeded to show this unpublished copy around the railway, we understand that as a result Coombes had to apologise, this seems to be a gross error of judgement. At that point remember the official trustees who had commissioned this report had not even had sight of it. This very prominent member of the reform group also telephoned a senior figure on the railway to divulge some of the contents of the Coombes report. This brings into question how unbiased were the Coombes panel in reaching their findings when a prominent member of the reform group had a direct link with them. Was this prominent member influential in the findings and construction of this report? Is that how they obtained a pre-publication copy? There was no such link with the official trustees who were not allowed even to make verbal representation to the Coombes panel. Coombes ignored the original remit to have members of the original Trustees on the panel but was content to select a member of the reform group. The facts within the report need to be challenged because there is good cause for doubt. The membership voted on the findings of this report however, there must be a question mark over the validity of the information that was supplied to them. It would seem they could well have been misled!
REF: further breakdown of the panel see Coombes page on this website.
25th May 2016
The situation that the WSRA trustees find themselves, could be likened to the political arena. The opposition (the unofficial trustees/reform group) accuses the government of the day (the official trustees) of wrong doing to gain advantage from the electorate (the members). The government are responsible for making the decision as to the best way to run the country, the opposition have no responsibility in that area whatsoever and can say pretty well anything to gain the electorate’s vote. This analogy seems to explain what has gone on in the WSRA over the last few years. It is only when the opposition get into power that you find that the accusations that were levelled at the government of the day had very little substance. But to obtain power the opposition can use political gerrymandering to confuse the electorate in their quest to gain power. In this case you cannot accuse the official trustees of lack of good governance when you appear to be guilty of lack of good governance yourself.
We list below extracts from the WSRA Trustees meeting minutes, which are a matter of record, held on 15th February 2016 detailing the reasons for the removal of Frank Courtney, in his capacity as acting chairman, because of his alleged lack of good governance.
“Item 3: Removal of Frank Courtney as Acting Chairman of the Association in accordance with the procedures laid down in the Articles, and suspension of Frank Courtney as a Trustee pending investigation into his unilateral conduct in making decisions without the authority of, or reference to, the Board of Trustees.
There were several matters in which the Trustees felt Mr Courtney had exceeded his authority.
It was felt that the above conduct amounted to bad faith, prevented the elected Trustees performing due diligence and that it could not be allowed to continue. Peter Chidzey stated that he had sent an email to Frank Courtney disagreeing with the Minutes and stating that the Trustees had not agreed to Michael Rowe’s co-option but had agreed, in line with previous similar situations over at least two decades, to invite Mr Rowe to attend the next available Trustee meeting to outline his experience, meet the Board and state what contribution he felt he could make to the management of the Association, after which the Trustees would decide whether or not to co-opt Mr Rowe to the Board of Trustees. Frank Courtney had written the Minutes as though the appointment was already confirmed and Mr Rowe had acted in a manner which suggested he felt he was already the Vice Chairman, which was patently not the case. Mr Courtney had coerced the Company Secretary, Susan Kaufman, into registering Mr Rowe as a Trustee with Companies House on the basis of a Minute that he had written and had in no way been approved by the other Trustees.
Mrs Kaufman had no way of knowing that the Minute was false, as Mr Courtney had taken the Minutes himself as the matter in question was discussed at a Trustees only session at which the Secretary, as an employee, was not present. Mrs Kaufman subsequently resigned her position as Secretary following this incident and the changing of the locks on the office at Brunel House which denied her, as Company Secretary, access to documents for which she was legally responsible.”
When you look at the evidence from the minutes it would seem that Mr Courtney’s actions defy good practice which is contradictory to the HRA’s statement in a letter sent to the WSRA members dated March 2016 where the criteria of a good trustee is given as “a strong moral compass”! The HRA’s involvement in the illegal EGM on 27th February 2016 must bear much closer scrutiny. The HRA were informed at least a week before the EGM by the Trustees that the meeting had been illegally called and was to be postponed, the HRA totally ignored this instruction. Before the EGM the HRA were asked by the Trustees to return all the voting forms, the computer file containing the list of members, which were the property of the Association. Incidentally as these files contained personal member information they should not have been released to the HRA without the member’s permission as this situation is covered by the Data Protection Act. Initially the HRA refused this request point blank, stating that they could not be found so were apparently ‘lost’. In later communications they confirmed that they did indeed hold the ballot papers and the file of members personal information but refused to return them to the Trustees without a court order! This would have added substantially to the legal costs to WSRA, they knew full well that the WSRA solicitors had already given a legal statement on the EGM. They were therefore supporting a Chairman who had been removed from office without clarifying the situation with the solicitors or the other Trustees.
To remind the membership the WSRA is a Charity and is not a member of the HRA, so the HRA has no jurisdiction to influence the affairs of the WSRA. This is contrary to their statement when they say they are “an impartial body” and they also state “acting as a safe pair of hands when due diligence must be seen to be done”. The HRA are totally complicit in Mr Courtney’s actions prior to the EGM, so are seen to condone his style of trustee operation. At no point did the HRA approach the legal trustees to obtain a balanced view of the situation. This is most definitely not “due diligence”, it would seem that their statements are contradictory to their actions.
12th May 2016
It would seem that the unofficial trustees are throwing caution to the wind and are on a witch hunt, the sole purpose seems to be to cast doubt on all the decisions made by the legal trustees that were voted in by the members. What possible gain would there be from doing this. A reform group member laid an allegation of ‘ fraud ‘with the Avon & Somerset Constabulary which has come to nothing, that person now needs to tread very carefully, because they could find themselves involved in a lawsuit for defamation of character. We understand that the two 4160 directors have recently taken advice on the accusation of alleged fraud made against them. They remain tight lipped as to how they intend to proceed, but it may well be that there is a defamation case to answer. The recent stated aim of the unofficial trustees is to carry out an investigation into the sale of the 4160 shares.
The official trustees called a ballot of the membership to decide whether the Association should remain as a charity or not. The ballot papers were returned by the members and we have confirmation from a source at the Royal Mail that Association staff under the control of the unofficial trustees collected the ballot papers. To date these have not been returned to the official trustees and so therefore the outcome is unknown, however, the ballot papers now seem to be missing.
The unofficial trustees have been making decisions that affects the Association, if they make changes to the structure of the Association without fully consulting the membership, they would be personally liable as the Association lawyers declared the EGM on 27th February to be invalid.
Mr Courtney was removed as acting chairman by the official trustees because he had vastly exceed his authority, which is now a matter of record. As an example of his exceeding his powers, he gave a substantial wages increase to the office manager without consultation with the official trustees, at the time Mr Courtney in trustee meetings was saying that the Association had to be very prudent in its financial dealings but this advice appears not to have included himself!
The members mandated the Association to peruse the purchase of the railway freehold from the local authority. Mr Courtney in all of his statements on the aims of the ‘new’ unofficial trustees has conveniently forgotten about this very import mandate. They cannot merely sweep this mandate under the carpet and forget about it. The members should be asking Mr Courtney for an update on the latest position concerning the negotiation with the local authority. This situation regarding the railway freehold is fast turning into a farce. In 2010 the Plc were offered and refused the freehold on two separate occasions. The Association, a few years later, tried to secure the freehold and so the future of the railway, but the Plc threw a tantrum and vehemently opposed the purchase, the Plc then tried to purchase the freehold for themselves. The result was that the local authority removed the freehold from the market so no one benefited. Somehow the Plc supporters in their twisted logic accused the Association of bringing the railway into disrepute for having the audacity to purchase the freehold. It seems the exact opposite could be the case. Now we understand from our source within the local authority that the Plc are lobbying on a regular basis to negotiate for the freehold. This is a pathetic debacle.
We would like to remind the membership that they have a voice in all of this, after all it is their Association and not the Plc’s or the Trustees, official or unofficial.
OUR PREDICTIONS COME TRUE
UPDATE: 25th April 2016
After our recent posting regarding the activities of West Somerset Steam Railway Trust, it seems our
forecast that the Trust would be seeking to rid itself of those not fully signed up to the Plc position became fact more quickly than even we thought. Their secretary David Williams has 'resigned'
and we strongly suspect that was under intense pressure from other 'colleagues' within WSSRT. We will try and get confirmation of this in the next few days.
This means that the Steam Trust is now controlled wholly by WSR Plc. Chairman Chris Austin (former Plc Chairman), Treasurer Chris Bolt (Plc finance director), archivist Ian Coleby (Plc Vice Chairman), directors David Baker (ex Plc vice chairman), John Jenkins (listed as 'signalling' from the anti-WSRA Trustees and pro-Plc S & T lobby) that only leaves Peter Treharne (retiring this month anyway) and new recruit Claire Sheppey not visibly part of the Plc.
This seems to fit so obviously with our suggestions of a charity fully controlled by the Plc. Can it just be a coincidence? We also know that at least one leading member of the reform group proposed several years ago ,and still has an aim for the Trust to be the only charity on the WSR and to make the WSRA into at best ,a Community Interest Company (CIC) as a means of raising funds to pump into WSR Plc. This would mean WSRA Promotions business interests (shop, Williton etc) and WSRA assets including its land could be transferred to the Steam Trust delivering them into the hands of a Plc controlled organisation, leaving WSRA to be dismantled piecemeal and have its status as a charity destroyed. Either as a destroyed charity or one merged with the Trust, the result would mean the Plc gaining control in all but name of the WSRA assets. This was the aim of the two ,Way Forward secret reports that were produced by Tim Stanger and Roger Savill in 2011 and 2012 ,the Road Ahead Coombes Report which was seriously flawed,and had a panel selected by Coombes with a 99% bias towards the Plc and did not inlcude any WSRA trustee's, as was stated in Coombes remit,also Frank Courtney's proposal published two years ago - there is so much evidence it is hard to deny it. If this took place it could be said to be of dubious morality and legality - is this another means by which the Plc tries to obtain control of the WSRA assets? And is the Steam Trust being lined up to hold the freehold as a totally controlled vehicle of WSR Plc? I think it is about time the membership, starts to see what is happening to their Association. Also for for a full report to be written and forwarded to the Charity Commision.
3rd April 2016
Michael Rowe – Trustee or not?
Michael Rowe, Trustee or not? Let’s take a forensic look at the events surrounding Michael Rowe and WSRA Trustees. But, before we do that let’s understand the WSRA’s process of co-opting a person onto their board as a trustee and the process of recording discussions and decisions at their meetings. Firstly, the matter is discussed at a meeting of the Trustees and recorded in the minutes as such by the Company Secretary. Secondly, at the next meeting of Trustees, the previous meeting’s minutes are read and agreed by the meeting and recorded as a true record of the previous meeting’s discussions by the Company Secretary, any amendments are carried out at this stage. Up to that point they cannot be considered to be a true reflection of the meeting because they have not been approved by all the Trustees present as a true and exact record. This is the agreed practice of the WSRA and is normal in all business, it stops any inaccuracies in the minutes. The meeting would then implement the next step in the process and be agreed by a majority vote and recorded as such by the Company Secretary who normally writes and reads the minutes out. So it takes at least two meetings to get a new Trustee onto the WSRA’s board both of which must be recorded in the minutes to reflect the accepted process.
Now to the events surrounding the alleged proposal of Michael Rowe to the Board of WSRA. At the last meeting of Trustees that Mr Courtney attended, he asked that the Company Secretary not be present, which in itself was unusual, as she always wrote the minutes. Why? The Trustees at the meeting discussed the possibility that Michael Rowe be considered as a candidate for a position on the board, no time frame for this action was discussed. This discussion was merely about the possibility of co-opting him not actually doing it. Six of the Trustees understood this to be the situation and still do. The date of the “next” meeting was agreed by all seven Trustees.
Shortly before this “next” meeting was due to take place Mr Courtney suddenly could not attend, and also he could not remember if a meeting had even been set for that date. At this “next” meeting the Trustees would expect to approve the minutes of the previous meeting thereby making them valid and altering any errors.
Between these two meetings something very unusual happened. Mr Courtney had a meeting with the Company Secretary, Susan Kaufman. He presented her with an already written up set of minutes for the last Trustees meeting. She was told by Mr Coutney that this was a true record of the meeting and must sign them off and publish them. She was very concerned at this request as she had been prevented from attending this Trustees meeting. She signed them off unwillingly. She was so concerned about this that she wrote to the Charity Commission and stated to them that she had been “coerced” by Mr Courtney to sign the minutes when she could not verify their accuracy.
In these minutes that Mr Courtney wrote, it stated that Michael Rowe had been co-opted onto the board!!! How could this be? He had not been through a mandatory Induction Course, he had not attended any meetings. He had not been voted onto the board by the six Trustees. They had only given their approval for him to be considered. As far as the majority of six Trustees were concerned they had definitely not voted Michael Rowe onto their board. So he was not co-opted and therefore they did not have to advise him of any board meetings.
Strangely, after Mr Courtney wrote those minutes he would not attend any further Trustee Board meetings. Why? Could it be that these minutes, when read at the meeting, would not be approved due to the ERROR concerning Michel Rowe’s alleged co-option.
If this case should go to court it would become very plain what has gone on here once the six Trustees and Company Secretary had given evidence.
The events that unfolded were:-
THE ROLE OF THE STEAM TRUST West Somerset Steam Railway Trust is a small registered charity that has been working diligently on heritage projects since 1972. Its profile was always low and its work steady. Recently it seems that the Steam Trust is being lined up for greater things than simply pottering on the side lines. It has new objects and articles in the last year. It has an extremely strong Plc representation on its Board - a near unanimous Plc representation in fact. Chris Austin is a former Plc Chairman who resigned following the wheel-rail debacle in 2008 - he is WSSRT Chairman. Chris Bolt is the Plc Financial Director - and Treasurer of WSSRT. Ian Coleby is a former Association Trustee who betrayed his colleagues by supporting the reform group without even having the courage or courtesy of informing them - Coleby is also archivist of the Steam Trust. John Jenkins is Plc signal engineer, a long standing and staunch Plc loyalist - and a member of the WSSRT Board. There is one 'neutral' Trustee who is retiring imminently, and one other whom the Plc despises. For some time, some of those most vocally linked to the reform group have been pushing the idea of the Steam Trust being the only charity on the line and the removal of the Association's charitable status to Turn the WSRA into a conduit for funds for the Plc. A WSRA that was not a charity could be stripped of its cash and assets and would effectively cease to exist in any heritage or educational role. So, is this the moment when those promoting this model make their move? Is the Steam Trust being lined up as the only charity, controlled by the Plc in all but name, owning the Association's current assets, perhaps even the freehold? Of course, that would be unlikely to happen while there was anyone within the WSSRT the Plc felt was remotely going to oppose it. The obvious candidate whom the Plc would wish to remove is its secretary of the past five years, David Williams, who has stood up to the Plc through his role as former Association Chairman. A move to unseat those disliked by the Plc from the WSSRT would be a luminous beacon indicating that this charity, which we believe has only around thirty members in total, is being lined up for some role as yet not publicly disclosed. Perhaps the Trust could be the vehicle for owning the freehold, a charity, but one entirely composed of those linked to the Plc - a charity effectively run by the Plc, for the Plc. The elected Association Trustees have long known that this was not a legally tenable position for the WSRA - a charity cannot exist to support a Plc - and would be equally legally dubious were the Steam Trust to exist solely to further the aims of the Plc. A further sign would be if new replacement Trustees were appointed to the WSSRT Board. We are not aware that this will happen, but if it did, it would be a further incontrovertible indicator of intent. Of course, it would be too blatantly obvious a signal to both dismiss those on the Steam Trust board disliked by the Plc and appoint new people in their place with some tangible existing Plc connection. That would be a smoking gun so obvious that even the most staunch Plc supporter could not deny it. However, we feel this is a legitimate question which needs to be answered in the interests of transparency. We leave the question open for readers to form their own opinion but will update this article should there be any further developments in the story that add fact to legitimate concerns.
21st March 2016
A response by Paul Johnson, WSRA Vice Chariman, to a communication from Paul Whitehouse to the WSRA's Solicitors.
BANK ACCOUNTS FROZEN The Association Trustees are disappointed that the actions of the 'reform group' have led to the freezing of the Association's bank accounts. The Trustees have worked extremely hard to protect staff from any ill effects of the current arguments, both in the run up to and the immediate aftermath of the illegal general meeting of Saturday 27th February which has been declared ultra vires by the Association's solicitors. However, due to what we believe to be aggressive representations by 'reform group' members to the Association's banks, the accounts have now been frozen. Association Chairman Ian Aldridge said, "This is a very disappointing situation and one that we have tried desperately hard to avoid. We are particularly saddened that the actions of the reformers have rebounded on our hard-working Association staff who now find their wages under threat due entirely to the intervention of the reform group". "Until now, our staff have remained largely unaffected by the internal politics forced on the Charity by the reformers and we had very much hoped to maintain this situation. Now we are in a position whereby those staff working hardest for the Association may be without financial remuneration for their efforts, a situation likely to continue unless the reformers cease putting pressure on our banks". "We are also concerned that Association suppliers are not only being affected by the reform group's actions, but are receiving threatening letters and emails from certain individuals stating that they will not receive payment for their services. The Trustees find this deeply disturbing behaviour, particularly from those who purport to have the Charity's best interests at heart and who have so bitterly criticised the Trustees over a prolonged period. It is hard to understand how these actions are either productive or enhance the reputation of the Association, and we very much hope the reformers will consider the effect their actions are having on the Charity's staff and moderate their behaviour."
Below is a e-mail letter sent from the WSRA's solicitor, James Gordon to a James Evans who is a solicitor acting for the unofficially elected people now calling themselves the 'new' trustees. This letter explains exactly why the EGM held on the 27th February 2016 was invalid.
You will probably be aware that this firm acts for the WSRA, which we have done for many years.
It is our understanding that you have been taking instructions from some or all of Frank Courtney, Michael Rowe and Paul Whitehouse purportedly on behalf of the WSRA Board of Trustees and also the office manager Jacqui Green who is currently suspended. You should not be taking instructions from these individuals or others associated with the so called Reform Group as they have no authority to instruct you on behalf of the Association.
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.
Also you should be aware that Frank Courtney, Michael Rowe and Jacquie Green did not have Authority from the WSRA Board Of Trustees to visit your offices to gain information that could be used against the Trustees.
It is obviously disappointing that there is confusion around the governance of the WSRA but you should only take instructions please from the current Chairman Ian Aldridge or the Vice Chairman Paul Johnson.
Gowling WLG (UK) LLP
UPDATE - 17/03/16: The official WSRA web site has been taken down by the reform group and redirected to their own unofficial site. The unofficial site is of a similar format to the WSRA site and is registered to Barry Iles.
The WSRA Board of Trustee's have issued the following Press Release
Wider WSRA membership must be consulted on changes to the governing document of the West Somerset Railway Association (WSRA).
WSRA Trustees, believe that the wider membership must be consulted on the consequences of the reform groups’ planned changes which could result in the WSRA losing its charity status.
We are committed to running a consultation on whether the objects and articles of the WSRA remain fit for purpose said David Williams Company Secretary, adding ‘this will allow every WSRA member to have their say. The results will be published and provide a robust mandate for the trustees elected at the AGM to be held later in 2016’.
WSRA Trustees believe the consultation process provides transparent and democratic way of allowing all members to make an informed choice about the future of their organisation without compromising the current Trustees' legal responsibilities to the current WSRA. The consultation process also avoids putting the WSRA in a position where it is acting unlawfully.
For Further information please contact: Mr David
Williams, Company Secretary at email@example.com
25th February 2016
The WSRA Board of Trustee's have issued the following Press Release
WSRA Acting Chairman Removed Due to Unauthorised Activity
The WSRA Board of Trustees have acted quickly and taken professional legal advice to prevent the Acting Chairman putting the WSRA Charity in a position of acting unlawfully. The unusual step, taken at a Board of Trustees Meeting on 15 February 2016 was because Mr Frank Courtney was acting beyond his authority, in legal terms ‘ultra vires’.
Mr Courtney had made an unauthorised response to the WSRA Reform Group's third call in 12 months for an 'EGM', without providing the WSRA Board of Trustees the evidence legally required to make the response and after emailing the WSRA Trustees that he would not progress a response until after the Board of Trustees had met on the 15th February 2016.
The WSRA Trustees had no choice but to remove the authority of Acting Chairman and suspend Mr Courtney, reporting all the relevant matters to the Charities Commission for investigation. Under the Charities Act 2011, Mr Courtney could be disqualified as a Trustee for his actions by the Charity Commission.
For Further information please contact:
Mr David Williams, Company Secretary at firstname.lastname@example.org
Please note The Board of Trustees has taken the unusual step of releasing this information because Mr Courtney (currently on holiday in Italy) and has refused to retract his misleading and legally incorrect claims about the validity of the actions taken by the WSRA Board of Trustees.
24th February 2016