The WSR Joint Fundraising Group has issued a July Appeal Update. Please take the time to read it in full HERE
As presented by John Bailey to the WSR family
Section 1: Context
The WSRA thanks John for engaging in the first part of what we hope will be a process that both resolves the issues at Washford between the S&D Trust and the WSR plc and allows the railway family to explore possible new structures that will indeed bring a much overdue Peaceful Somerset.
The WSRA Trustee response to sections 4 and 5 is set out below. As our colleagues at WSR plc have made clear this would all need the approval of our membership once a definitive proposal had emerged.
Section 4: Current Structure, Culture & Fundraising
We agree with the comments in section 4.1. It is always difficult to balance the competing pressures of an enthusiast membership with the needs of the railway that is, at heart, a commercial tourist-based operation.
We have long realised the fundamental truth contained in 4.2, the funding challenge. The railway probably needs an organisation focussed on fundraising to the exclusion of all else if it is to survive. The WSR plc shared with the WSRA in January its assessment that the Railway needed to generate a seven-figure investment every year for some years into the future. We believe that to be a well-founded assessment which can only be met through fundraising. WSRA recognised this some years ago and there is a process in place to change the charity, but it will never be able to deliver the support the railway needs with the current structure. The report correctly identifies in 4.4 the fact that the WSRA has to stretch its objects in order to provide the level of support that it currently does, and even this level is inadequate to assure the long term survival of the railway. Even if WSRA were to change its objects it’s hard to see how it would deliver the required support to a commercial organisation. The Charity Commission rightly erects barriers to any charity doing this as it can be too easily abused by the unscrupulous to gain commercial advantage. Section 4.5 makes mention of the fact that there is a risk funds will be sought for projects opportunistically. This is, to an extent, true and is driven by the structural constraints identified. While WSRA always strive to seek funds for appropriate projects there will always be some tension due to members wishing to see a focus on the restoration and maintenance of the assets of the charity and rightly asking trustees questions if it seems the focus has shifted to the more general and more pressing needs of the railway.
However, any charitable body needs to understand that if money is collected for a stated purpose then that money must be placed into a restricted fund and must only be used for the purpose for which it was collected. The freedoms that a commercial company has do not exist within a charitable structure and appeals for cash without a stated objective (whoever they are made by) tend not to fare well. Certainly, if one wishes to approach grant funders then projects must be specified in great detail. If funding is awarded, then any significant funder will apply auditing processes to assure themselves the funds are being used for the purposes they were granted.
The point raised in 4.6 about the tax inefficiency of the commercial operator raising funds is well made and has been a long held source of concern to WSRA. In the simplest possible terms it blunts the donation by 25%. That does not sound like a lot for a £100 share purchase or a fiver in an envelope but is significant when one considers that a £0.5M project might only need to bring in £0.4M in donations if they are gift aided. There are inefficiencies or wasted opportunities in the present system. For example, the WSR PLC seeks legacies: if that were done by a charity there would be significant tax advantages to the legator which could encourage donations.
For us 4.7 is at the very nub of the problem. The railway presents itself to the public like chicks in a nest, all vying for the food. Competition is impossible to avoid, and the average supporter is left bewildered by the confused offering and put off by the competitive clamour. This in our view is the major reason why the railway underperforms dramatically on major fundraising .
We have looked very carefully at the Charity commission guidance and the provisions of the fundraising regulator, and do not share the view in 4.8: we believe that we are compliant with fundraising guidelines, and can demonstrate that donations are used for the purpose for which they have been given. However, we accept that this is an area where different people can have different interpretations of guidelines and has been a source of tension between the WSRA and the WSR plc. If we took a very narrow view of the guidelines it would be appropriate for the WSRA to withdraw from all activity in support of the WSR plc and that would have to include all the asset maintenance. WSRA would need to concentrate exclusively on the maintenance or restoration of its own assets namely part of the WSR fleet of rolling stock and its two locomotives. The question of properly constituted hire agreements with the WSR plc and the matter of the land at Norton which is WSRA owned but is a benefit to WSR plc would then become further complications that would need to be resolved. All parties within the West Somerset Railway have experienced problems caused by unwritten “gentlemen’s agreements” in the past.
4.9 seems to suggest that some within the WSRA wish to “take over” the PLC. The current trustees are unclear who these individuals are but wish to make it clear that they have no wish to mount such a take-over. Nor do they have any desire to see the demise of the WSR plc, as set out in 4.10. We have acknowledged tensions created by the current structure and wish to work to resolve them. There are also, inevitably, tensions between the desires of heritage enthusiasts and the fare-paying public. The railway is both an important employer in West Somerset and a vital attraction in a local economy heavily reliant on tourism and must be seen in that way. However, even this is controversial: there are those in the local community that press for the railway to become a commuter service.
It should hopefully be clear that the sort of shareholder coup discussed in 4.11 would not be in any way helpful to the railway. While it is highly debatable that the WSR plc could mount a defence against a coup as is suggested because of a preponderance of proxies in the chairman’s gift that is not at all the point. The disruption to the railway and the fallout in PR terms make it clear that it would be unwise to adopt this course of action unless shareholders collectively became concerned that the board were about to crash the train. Something that the WSR plc board has come all too close to all too often in the past, requiring several bailouts from supporters.
Section 5: Potential new structure
The trustees read this section and immediately fully endorsed it. It actually makes much of the foregoing response redundant. It may be that what is written in 5.1 is only evident to a charity and it may therefore be that we have laboured under a belief that what is evident to the charity must be evident to others.
5.2 speaks, as a charity trustee would understand, to the essential need to separate the charitable and commercial activity. The example has been under the noses of the WSR family for long enough in the form of the WSRA (Promotions) Ltd trading subsidiary but again we acknowledge that being on the inside of a charity organisation with the understanding that brings is not the same as being on the outside.
The remaining parts of section 5 point out some of the essential “must do” items and lay out possible new structures that might work.
Our preference would probably be for the new organisation to be structured in such a way that the new charity owned the assets as described in 5.4 for all of the reasons articulated in that section. It would also be simpler for an existing charity to gift its assets to the new charity using this model thus making the transition simpler. This would also work in relation to the suggestion in 5.6 by allowing an existing membership charity to transfer its members into the new charity which would give an immediate charitable income.
5.7 might be the most difficult point to realise as it would appear to require the conversion of existing voting shares in the WSR plc into non-voting shares. It may however be made simpler if the recommendation to shareholders and charity members is being advanced by the WSR plc, the WSSRT and the WSRA to members and shareholders (supporters are often both).
The new charitable organisation must be inclusive and there must be space for the specialist charities and the smaller charities like the 813 group to exist as part of the railway family. At the same time the changes would need to guard against any supporting specialist charity seeking to grow to become a rival of the newly formed charitable entity. This would surely lead to a loss of the much longed for Peace.
The point is made in 5.9 that none of this change can take place by force is fully endorsed as is the point that members of the railway family should be moving urgently to explore the options.
We fully endorse the outline provided in 5.10 and would see that 5.10(e) is an essential component of the new structure. Anybody unwilling to submit to this level of scrutiny is unlikely to be a suitable candidate for a trustee board seat. We would further suggest that the nominations committee should act as an appointments committee during the initial set-up of the new charity.
We agree with the comments in 5.11 and the proposal to elect some trustees and appoint others should avoid the potential pitfalls outlined.
Section 6: New culture
We agree that the cultural change is an essential pre-requisite and are fearful that without it all else will be much like re-arranging the deck chairs on the Titanic. A clearly defined set of objectives, as suggested, will go a long way to securing the buy-in required from all family members to allow the next steps to be taken.
While the PDG has a strong role to play it is in essence going to be a stakeholder group, albeit one that is able to recognise the contribution of all parts of the railway family and the wider community of West Somerset and the important symbiotic relationships within it. We welcome the re-energising of that group, which is something we have pressed for.
Section 7: What does success look like?
We welcome this pathway, and wish to work together with the other members of the railway family to work towards success.
We firmly believe that the only role for the WSRA is to fold itself into the proposed new charitable structure. In that event, all WSRA assets would be transferred to the new charity, and the WSRA would effectively cease to exist. To do anything else would preserve the current difficulties already articulated and would be sub optimal.
Of course the other charities and support bodies must be free to make their own choices but it is clear that the more support bodies there are then the harder the role of the PDG chairman will be, and the more essential for that person to be independently appointed.
Section 8: Next Stage
We are very grateful to John Bailey for the comprehensive report and wise comments. Clearly, the changes suggested will be challenging, and need to involve the willing participation of the railway family. Some may believe that the time is not right to take on such a challenge, or that it is not relevant to them. However, the difficulties faced by the railway, both past and current, are obvious to all: we have a real opportunity to work together to rid ourselves of those difficulties for the future.
We welcome John’s offer to facilitate a family discussion as a first stage and urge all members of the family to take up the offer.
WSRA Trustees 5/6/2020
The WSRA Trustees are pleased to see this response which can be read in full HERE
WSRA Acting Chairman, Mike Sherwood, has written an important letter to WSRA members regarding the sale of WSRA Promotions Ltd to the WSR PLC. The letter can read in full HERE
The WSRA is pleased to say that, as a result of the regular meetings being held with the WSR plc and WSSRT, it has been agreed to establish a fundraising group working for the whole West Somerset Railway. This flows from the fundraising role recommended for the WSRA by the Coombes Report. Initial membership of the group will be WSRA Trustees Robin Moira White and Diana Ricketts Tanner, Dick Wood representing the WSR plc and Steve Williams for the WSSRT. The group will be supported by WSRA General Manager Jacquie Green and the services of Kate Williams, professional fundraiser financed by the WSRA. It is anticipated that as the effort grows in strength, other groups and individuals will be asked to join in. A first meeting of the Group has been set for Wednesday 17th June. Railway supporters interested in helping should contact any of those mentioned above.
A first focus for the group will be to assist the Railway to weather the Covid-19 difficulties. To this end the group will need to understand the practical and financial plans formulated by the WSR plc so that fundraising can be carried out in the most effective way to draw in the necessary support.
The WSRA also welcomes the steps being taken by the WSR plc to re-open Williton Works. This will allow progress to be made on the restoration of WSRA-owned small prairie 4561. We intend to establish a blog showing the work as it progresses so that supporters can follow the work even though visits to Williton will not be possible at present.
The WSRA has also established a protocol to ensure that, in the difficult circumstances of the present Covid-19, errors are not made in communication like the one which led to the joint Press Release issued on 8 June 2020 being stated as having been approved by the WSRA, when not all of its content had been.
Statement by The WSRA board of Trustees
In 2019 the WSRA turned its attention to fundraising and grant giving for the first time in many years and as a result was able to fund around a quarter of a million pounds worth of heritage project work on the West Somerset Railway last year.
To facilitate moving forward with this model the WSRA funding policy and process have been rewritten and updated to encompass funding requests from all groups on the railway, from the smallest station group to the WSR PLC. There is also a new application form, based on the old form for station groups and expanded to include larger applications as well. All are available for download from the documents page of this website.
Funding applications for projects on the West Somerset Railway are welcome from all groups, for projects that fall within the WSRA objects.
Trustees were forced to conclude at the May Trustee meeting that it would be better to postpone the AGM until the autumn.
We were looking at holding a virtual meeting on 10th July but have now concluded that the technology would be a barrier for too many of our members. So we have taken advantage of the latitude provided by the Charity Commission for this year and postponed the meeting until a date yet to be confirmed in the Autumn. Papers will be sent out with the Autumn Journal due to be published in September.
A slightly amended Trustee Nomination form can still be accessed HERE and nominations will be accepted in accordance with the WSRA articles ie between 60 and 30 clear days before the revised AGM date.
The WSRA board does need to be strengthened, especially in these difficult times, and members are urged to take this additional time to seriously consider the contribution they could make if elected to the WSRA board.
Could you serve as a WSRA Trustee? Nominations are now open for new Trustees who would like to stand for election at the 2020 AGM on 10th July. Each nominee must be a member and have a proposer and seconder who are also current members. Full requirements for serving as a Trustee can be found in the Articles of Association on our website.
Additional useful information is also available from the Charity Commission website and if you are considering becoming a Trustee for the first time the publication The Essential Trustee is a good place to start.
The WSRA needs good quality Trustees, with relevant experience who are able to make a valid contribution, firstly to the Charity and also to the West Somerset Railway. Nomination forms are available HERE and the closing date is 10th June.
If you are unsure and would like to talk to someone first, all current Trustees are available to chat and their contact details are on our TEAM page.
The Rally organising team have reluctantly come to the decision that it will not be possible to run the 2020 Rally, planned for the 1st and 2nd of August 2020. We had held off the decision for a long as possible, in the hope that restrictions would be lifted, and we could still safely organise a Rally. We have now concluded that this is not possible.
We know that this will disappoint our exhibitors, traders, volunteers and visitors. We are grateful for your support and look forward to seeing you on the 7th & 8th August 2021.
Some exhibitors have already paid for tickets, and some traders have paid for their trade or craft pitches. We will, of course, refund your payment, or return your cheque if it has not yet been banked. If you wish, your payment could be held over until 2021, or treated as a donation to our charity: our income will be severely reduced without the Rally.
If you have paid, please do contact your marshal, by e mail or phone. If you would like a refund, the best way is to let us have your bank details: sort code and account number. We will then set up a refund with the reference WSRA rally. Please do allow us a little time to set this up. Alternatively, please let your marshal know if you would like to donate your money or hold it for 2021.
The Rally team
The West Somerset Railway PLC, West Somerset Railway Association and West Somerset Steam Railway Trust have issued the attached joint statement, regarding the Somerset and Dorset Railway Trust.