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To its many members, volunteers and staff the West Somerset Railway Association is something of a mystery. How is it structured, what does the 'Board' really do, who is responsible for what? In this article, David Holmes will begin to unravel some of the mystery and answer some of the more common questions, but first would emphasise that what he is about to describe is work in progress and change will continue to occur – in the parlance of the day – Progressive Improvement!
The West Somerset Railway Association is a complex animal. It combines membership and volunteers – not always the same thing, it has historical assets to safeguard, restore, display and maintain. It has obligations to inform and educate the general public. It is a Charity that relies on membership subscriptions and donations with a trading subsidiary that operates commercially. It is bound by all current legislation but particularly the Charity Act 2006, the Companies Act 2006 and Inland Revenue guidelines.
The Board of Trustees has to run this multi-faceted organisation within the law, within commercial and financial reality, provide a benefit to our members and the wider public and motivate, and satisfy and encourage our staff and volunteers – without whom we would not have a railway.
This Board of Trustees comprises a small number of volunteers, all with other commitments to the West Somerset Railway and in their private and family lives. They are supported by a mixture of volunteers and paid employees. When required the Trustees can draw on professional advice – in particular from our Auditors, Albert Goodman and our specialist charity legal team Stone King Sewell.
The WSRA is established as a Charity which brings certain privileges and benefits, but at the same time imposes restrictions on the Trustees. For example the Charity can recover Gift Aid on donations and membership subscriptions provided contributing members/donors do not receive significant benefit from their gift – in other words it is a true 'gift'. The Charity can also recover VAT on qualifying expenditure but cannot operate directly as a trading company.
The financial realities and pressures of the modern world mean that it is increasingly expensive to restore, maintain and operate our two locomotives, ten Mk 1 coaches, to provide 'grants' to other groups on the railway for qualifying heritage projects, to run the various volunteer gangs and provide training, support and administration for members and volunteers alike. Whilst membership subscriptions largely cover the administration and Journal costs, our other costs which are substantial have to be earned through generous donations and gifted income from our trading subsidiary WSRA (Promotions) Ltd.
Trading has to be carried out 'at arm's length' which will explain the role of WSRA (Promotions) Ltd. This is a wholly owned subsidiary of the WSRA but has its own Board which runs the trading activities. The Trustees are prevented from taking a steering role in the conduct of Promotions, which often explains the apparent indifference of the Trustees Board to trading decisions – if we didn't exercise this distinction we would risk being locked up!
The 'Promotions Board directly control the Shop, Quantock Belle, Rally, and West Somerset Restorations which are normal commercial activities and carry normal commercial risk. Promotions are also the custodian of the ballast income received through the Norton project. The purpose of the separation of the Charity and trading activities is to ensure that the charitable funds are not subject to this commercial risk.
As a trading company WSRA (Promotions) is subject to the Company's Act 2006 and is liable for Corporation Tax on its end of financial year profits. However Inland Revenue guidelines allow Promotions to gift part or all of its profits to the Charity in which case Corporation tax is not payable. In this manner the Charity can take the full benefit of the income of its trading subsidiary.
The structure of the WSRA is therefore necessarily complex and the accompanying » Organogram portrays the structure of the Trustees, WSRA (Promotions) Ltd and our Staff and the inter-relationships between them. It is obviously not possible to show everything on one sheet, particularly the essential level of support we receive from volunteers but the Organogram as drawn shows the basic principles and should allow each of you to see how your support contributes to the whole. The organisation, like any company is never static and is always under review and this diagram will change over time.
| • | The Trustees Board (The Board) whose role is to safeguard and manage the Charitable aspects of the WSRA, our membership, donations, the locomotive, carriage and museum assets and to encourage and motivate volunteers to work on the railway.
The role of the Trustees Board is essentially bound by our duties and responsibilities to the membership and our duties and responsibilities under our Charitable Articles. It is therefore responsible for the administration of the Association, for matters concerned with our members including fees and the Journal, the restoration, maintenance and care of our locomotives and other historical artefacts, ensuring the Heritage of the railway is preserved through our museum and the ambience on the railway. Most importantly it is charged with ensuring that income and donations are wisely spent on the aims and purposes for which the Charity has been established – and they are detailed in the Articles:
» 1994 (amended 1997 and 2003) WSRA constitution [PDF opens in new window]
» 2010 (draft approved by Charity Commission) WSRA constitution
[PDF opens in new window]
Through our members and volunteers the Trustees assist and support the West Somerset Railway PLC by providing volunteer labour and support through our On Train Crews, S&T, P.Way and Special Projects Gangs, RAMS, and a small host of other volunteer led activities. Your support, subscriptions and donations are therefore directly responsible for the continued success of the WSRA as a Charity and the support it offers the PLC.
The Charitable income is derived from subscriptions, donations the various draws and 1000 club activities and the Gift Aid income from WSRA Promotions. The Association's annual accounts will show details of the income and expenditure but in very rough terms the subscription income goes toward the management expenses of the Association and the Journal and membership costs. The income used to fund the restoration and maintenance of our heritage assets together with our other larger projects is derived from donations and the Gift Aid income from Promotions. It is therefore vitally important to the ongoing health of the Charity that the trading income is maximised.
The Trustees Board are assisted by the Association Manager (who is not a Trustee), the Association Administrator and the Financial Manager and the volunteers who work with them.
The Trustees are constrained by Charity Law and operate within the stated Articles (formerly Memorandum and Articles).
| | • | The Promotions Board whose role is to run the commercial operations and maximise the revenue subsequently donated into the Charity. The essential make up of this Board is a representative of each trading activity shop, QB, Rally, Williton and Norton (trading) whose role it is to manage and operate the trading operations.
The Promotions Board is therefore much more of a 'Business' Board concerned with plans for the various trading businesses, costs profits and incomes. The ability of the Association to carry out some of its more ambitious projects is directly linked to the profitability of its Promotions activities.
The annual income from Promotions is largely gifted to the Charity, a small percentage being retained as working capital. In recognition of this gesture the Inland Revenue allows a zero rate of Corporation Tax to be incurred on the trading income. In order that the Charity complies with the law it may not loan or spend capital on its trading companies but it can invest in the assets and premises owned by the Association and available at nominal charge to the trading companies. For example the Charity owns the QB coaches and can invest capital in the upkeep, but it is Promotions who must bear the costs of the dining service, the food and haulage fees and the running maintenance to return a profit to Promotions each year
Promotions is assisted by the Association Manger who as Managing Director chairs the Promotions Board, the Association Administrator and the Financial Assistant, the Shop Manager and Williton Works Manager and the volunteers who work with them.
Promotions are governed by company law and operate within their own Articles which have also undergone review and are approved by the owning organisation – the Trustees.
| | • | Smaller steering groups, for example Williton Management Group or Financial Steering and Membership Group, who tackle specific areas within the Association often to fill areas of responsibility where there is no incumbent Director.
| | • | The two Boards are greatly assisted by a small number of dedicated paid staff without whom the WSRA would simply cease to function. Membership enquiries, QB bookings, Retail sales, Accounting and Restoration work would require an army of volunteers. Many areas are already supported by additional volunteer support but that alone would not provide the necessary level of service to our members, passengers and customers.
| | • | Our small but dedicated number of staff provide the essential full time cover and co-ordination which time has shown volunteers alone cannot always provide. In no particular order, Keith and his volunteer staff provide the membership services, bookings for the QB and a raft of other administrative help, John and his volunteers ensure the shop and buffet are always open when passengers are on the railway, Mary, our Financial Manager is responsible for the income and expenditure accounts – no mean feat for a business the size of the Association and Promotions combined, Ray and the staff at Williton look after our commercial engineering business and through its success help provide facilities and income for the restoration of our own locomotives and coaching stock. Susan, as manager is responsible for all our staff and through her Directorship of Promotions for business planning and profitability of our trading activities.
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Naturally the diagrams and working relationships depicted in the accompanying diagrams are constantly adapted and changed to suit the circumstances and work before us. They should however enable anyone looking to find the 'right' person to tackle about a particular topic find the most suitable person to help them.
Vacancies:
There are a mixture of vacancies from Treasurer to Locomotive, Retail and Engineering Officers. We would like to improve our expertise in internet marketing, computing systems architecture, volunteer communication and a host of other areas.
Would you like to help, do you have what it takes, are you retired, due to retire, working part time or simply a workaholic with room for more work? Could you contribute to the future success of the WSRA?
You should be a member of the WSRA and should have suitable and relevant experience to the role for which you would like to apply. This experience might have been gained on the WSR, another railway or indeed within an employed career. We would be particularly interested to hear from people with experience of business, retail, catering, financial, legal, and computing or personnel management.
The salary for volunteer posts is frankly awful, the holiday entitlement draconian, but the rewards are satisfaction in a job well done and helping create a better WSRA. If you believe you can help please write in confidence with a brief CV, an indication of the contribution you could make and any other details you think would be helpful to:
David Holmes
Chairman
West Somerset Railway Association
The Railway Station
Bishops Lydeard
Taunton
Somerset
TA4 3BX
Please mark your application Private and Confidential. All posts will be subject to an interview and dependent upon status may be subject to ratification at the Association's General Meeting.
The same address can be used for questions and comments on any issue this article has raised or of course you could place your questions in person at one of the Volunteer Liaison meetings or WSRA General Meeting in June.
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