Statement by the Trustees
Your Trustees are legally and morally bound to maintain the charitable status of the Association and protect its funds
and assets under charitable law, and run the Association in accordance with its charitable, heritage and educational
objectives. As Chairman, I have responsibility to protect the interests of the Association as does your Board of Trustees.
These objectives are clearly set out in the Articles and available at www.wsra.org.uk
As you will be aware, a group of members gained sufficient support (legally, five per cent of the membership) to call
for a General Meeting of your Association. Some members of this group propose that all of the Association's commercial
activities be transferred to the Plc.We consider that this demonstrates a lack of understanding of the charity's financial
structure, and we do not believe that this is in the charity's best interests.
If you believe in the West Somerset Railway as much as I believe you do, please do not support this group in their call for
undefined change towards undeclared ends. All of the facts given in this communication are known to those leading this
group but they have omitted any of this detail from their increasingly aggressive electioneering/campaign message,
ignoring the very real hard work being undertaken and the positive achievements being made by your Association as
a whole, led by its current highly committed volunteer Board of Trustees, staff and volunteers.
This group, wants an 'Emergency' General Meeting, demands a review of the WSRA Articles (fully updated in 2010 and
revised as recently as the 2013 Annual General Meeting) and wants three of the Trustees to be 'removed' and
replaced by certain key members of their group.
This group is acting in the full knowledge and understanding that if the Association Board were acting in any way
unlawfully or breaching the rules and obligations vested in it under company or charity law, that we could be reported
directly to Companies House and/or the Charity Commission. They have tried reporting us to the Charity Commission
and their claims were dismissed on the basis that there were no grounds for such action.
We ask you to consider the evidence that, as your elected Trustees, we have done all that those governing and auditing us
expect us to do. Further, we respectfully ask if any member knows of any breach of duty or obligation they should write
formally to the Association Secretary expressing what the breach is and giving the evidence supporting that breach. This
group has made consistent claims of improper conduct against some of the Trustees, but despite having been challenged
on many occasions to provide evidence, they are unable to do so.
The group makes much of so-called 'irregularities' concerning Trustee elections, but bear in mind that these elections took
place in the presence of both our legal advisors and our auditors and were counted and verified by members independent
of the Trustees. All of those Trustees whom this group seeks to remove have been properly and recently elected within the
last two years - one, Peter Chidzey, was elected at the last AGM with 79% of the vote, so it is hard to see how members
can be anything other than happy with his performance. Neither I nor my fellow Trustees have done anything other
than manage the charity within the boundaries set out under the Articles and charitable law, and that is what we will
continue to do.
Who is this group?
[this paragraph has been removed from this page due to the remarks about named people]
So far, we have maintained a dignified silence and allowed to go unchallenged the aggressive campaigning tactics of some
members of this group. This has included confronting WSRA members on trains and making unwelcome telephone calls
to Trustees at home. Therefore, it is my duty as Association Chairman to draw these matters to members' attention in
the interests of balance and fairness. The group has promoted false accusations about the actions and policies of your
Trustees through a series of leaflets, meetings and relentless comments on social media platforms based on personal
denigration, innuendo, and considerable misrepresentation - I do not believe this is the sort of behaviour members
condone. To set the record straight, firstly here are some things that the current Trustees will NOT be doing...
1) Seeking to become involved in the day to day running of the operational Railway. The Association Trustees strongly
believe that this is a function of West Somerset Railway Plc, and would want this to continue.
2) Straying beyond the boundaries of the charity's legal remit to fund projects, as governed by its objectives and
charitable law.
3) Seeking to remove the charitable status of the Association, as we believe this would jeopardize the funds and assets
of the Association currently protected under charitable law.
4) Refusing to co-operate with other railway groups; our continuing and expanding co-operation with the Railway's
many other organizations is demonstrated by the facts outlined under the section detailing the significant progress
achieved.
The Trustees' stated and agreed practical objectives are...
1) Completing the restoration of 'Small Prairie' No.4561 (currently well under way at Williton, with oversight from the
WSR Plc Chief Engineer).
2) Completing a running agreement that will allow No.4561 to operate on the West Somerset Railway as required,
based on a stated Plc intention to hire and use the locomotive, once overhaul is complete.
3) Return No.7821 Ditcheat Manor to the Railway from the STEAM Museum at Swindon
4) Continue fundraising towards the overhaul of No.7821
5) Commence and complete restoration of No.7821
6) Complete a running agreement for the future hire of 7821 to the Plc for use on theWest Somerset Railway.
7) To continue to participate in the working groups on the Railway planning for the future including the Partnership
Development Group (a WSRA conceived idea initially presented to Somerset County Council in May 2014), the
Taunton to Bishops Lydeard Rail Link Group and the Bishops Lydeard Site Development Group to reach a
co-ordinated plan for the WSR in the years ahead.
8) To continue to maintain and operate the Quantock Belle dining train (in collaboration with WSR Plc on projects
such as Galas and Murder Mystery trains) and the Observation Saloon as a popular attraction for visitors to the
West Somerset Railway.
9) To maintain West Somerset Restoration as an engineering facility, including the renewal of the current licence
on the Williton shed from WSR Plc for the training of apprentices, maintenance and restoration of vehicles and
equipment used on the West Somerset Railway, using a modest amount of commercial work to offset the costs
to the charity, including maintaining the Association-owned/funded engineering infrastructure in use at Williton shed.
10) To continue to actively support the wider West Somerset Railway in line with the Association's charitable
objectives, particularly in the areas of railway heritage and education.
11) To continue and enhance the ever-popular annual Steam Fayre and Vintage Vehicle Rally held on Association land at
Norton Fitzwarren.
12) To continue to operate and improve the Association-built and owned shop and cafe at Bishops Lydeard Station.
13) Continue to maintain and enhance the three WSRA-owned and funded chords of the turning triangle, situated on
WSRA-owned land at Norton Fitzwarren.
14) Continue to cooperate in/part fund the successful operation of the ballast recycling site, based on Association-owned
land at Norton-Fitzwarren with our partners - the WSR Plc, John Luffman Trading and Network Rail, resulting in
valuable income for all parties, particularly the two WSR partners).
Whilst there have been tough decisions to take, and doubtless more will need to be taken in the future, the Trustees have
made some hard choices, ensured that revenue generation continued well in what have been difficult times over recent
years, and acted in the best interests of the charity and the wider Railway family. We hope, therefore, that the vast majority
of members will recognize this and our recent achievements by supporting the existing Trustees as they lay down the
realistic foundations of long-term prosperity for the Association on its mission to generally support and enhance
the heritage and integrity of the West Somerset Railway as a whole.
Over the last six months, significant progress has beenmade, and members should consider the following points...
1) The Association has been invited to join the Partnership Development Group and has accepted the invitation. This is
made up of representatives of the ten major stakeholders in the Railway including the three local councils; the Association
is represented on this group by its Chairman, David Williams.
2) The Association is again part of the recently-reconvened group formed to plan the future development of Bishops
Lydeard station. This was formed originally in 2012 to plan the development of the Station Farm site, but has now had
its remit expanded to include the future improvement of the whole of the Bishops Lydeard station site. The Association
is represented by its Chairman, David Williams, and fellow trustee Peter Chidzey represents the charity on educational
matters. This involves working closely with both Plc and Steam Trust.
3) In connection with its ownership of the Norton Fitzwarren site, the Association has been invited to join the Taunton to
Bishops Lydeard Rail Group which is looking at the establishment of regular train services from Taunton to connect with
WSR services; the Association is particularly pleased to accept this invitation, as there is great potential for development
of a larger and more permanent station at Norton, in conjunction with local planners and the needs of the wider Railway.
4) Restructuring of the Restoration Works at Williton has been ongoing for some time and a new Commercial Manager has
been advertised for and appointed; more commercial work is being attracted which will help offset the costs of operation
and allow continuation of the facility for the benefit of the Railway as a whole and for the training of apprentices. The
Association develops the engineering facilities at the Williton Shed for the benefit of the Railway as a whole, with a
number of functions which are not available in the space limited facilities in Minehead.
5) Consistent mediation efforts have seen a new three-year running agreement for the Quantock Belle dining train and the
Observation Saloon. The Quantock Belle volunteers have staffed the Plc Murder Mystery Train, provided on train catering
facilities for the Special Events Planning Team attached to service trains on three days of the Spring Steam Gala, and will
also provide catering during the Mixed Traffic Gala in June.
From a personal point of view, I have been an Association Director since January 1996 and have edited your Journal since
December 1995; I have been a member since 1991 and a supporter of the Railway since 1987. In addition, I have been
secretary of West Somerset Steam Railway Trust since 2011. If members consider I should no longer be involved, that is
entirely your decision. However, I hope that decision will be based upon the facts of what I and the other Trustees have
achieved and the reality of the policies we have adopted and believe in. The Association has needed to be put onto a
firmer footing based on the realities of the present and we are three years through a five-year programme to achieve this
ambition. This has of necessity involved, and continues to involve, making sure the Association and its assets are fit for
purpose in the medium to longer term which will never be entirely popular with every element of the membership.
However, it would be irresponsible to take the easy route and allow matters to drift without taking positive action.
The level of commitment required to run your Association is huge, and we do not discourage those with a genuine desire
to help, and suitable talents to match that desire, from coming forward in a normal and time-honoured way to offer their
services. However, we cannot and will not react to undue pressure from those whom we do not believe have at heart the
best interests of the Association.
I therefore ask you as members to support your Trustees to continue managing your Association and continuing it in a
meaningful form. I urge you to stand strong in the interests not just of the Association, but in the long-term viability and
heritage of the West Somerset Railway as a whole. In my capacity as Journal Editor, I have done my absolute best for twenty
years to report the activities of ALL of the major groups based on the Railway. The Journal not only covers the activities
of the Association, though the charity pays in full for its production, publication and mailing. It covers the work of the
Association, the West Somerset Steam Railway Trust, the Somerset & Dorset Railway Trust, the Diesel & Electric
Preservation Group, 5542 Limited, 4160 Limited and, despite what some are attempting to portray, the work of West
Somerset Railway Plc along the full length of the line; I do not think you will find recent Journals any different in this
respect to those that have preceded it over the past twenty years.
Over the years, I have found that members generally are not politically inclined. Like me, they want to see the Railway
succeed and fulfil its true potential. Members want to know what is happening to the locomotives, rolling stock, stations,
track, signalling and infrastructure. Most members join the Association because of their interest in and fondness for the
West Somerset Railway; they do NOT join to become involved with internal politics and the ambition of factions and
individuals. Except in exceptional circumstances, we try to report the positive achievements of the staff and volunteers
on the Railway. If members would like to check back through their recent Journals, they will find extensive and
comprehensive coverage of the policies of the Trustees, with full explanations of which projects are being prioritized
and why; it is there in black and white.
There is a bottom line - we wish the Association to continue supporting the whole Railway. If the Association were to give
away its charitable status, this would expose the assets (4561, 7821 and much more) which are currently protected under
charitable law. It is a great privilege for the Association to enjoy charitable status and the current Trustees believe this
should be guarded like gold dust. Some of those opposing the Trustees are in no way committed to maintaining the
charitable status of the Association - quite the reverse, in fact - and we do not believe that this is in the best long-term
interests of either the Association or the wider Railway. This is why the Trustees fundamentally oppose the actions of this
group and their 'alternative vision' for the Association.
Please support your Trustees and ensure that the Association continues to exist as a Registered Charity supporting the
WHOLE Railway with a worthwhile future; otherwise, there may be no charity to support, and that is a very real
possibility if the current Trustees are not there to ensure protection of the assets. There is considerably more at
stake than the future of individuals, and only supporting the current Trustees will definitely ensure the survival of
the Association in a meaningful form for the future.
David Williams
Chairman, West Somerset Railway Association
[note: the above statement was electronically transposed from a PDF document and as such may contain the odd spelling or punctuation error]
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Statement by the 'Reform Group'
Over 1,000 members have required the Trustees to call a General Meeting. We do not
know what information they have sent out with this paper, so we shall be writing to you
again as soon as we do. Meanwhile it's vital that you wait to hear from us again so
that you have the whole story, and are fully informed before casting your vote.
Unless you do this the future of the Association is in doubt. You can find out more at
www.wsra-action.org
Why an Extraordinary General Meeting?
Some history: the Minehead line was closed by British Rail in January 1971. In May a
company was formed to acquire it, supported by Somerset County Council. SCC was
wary of the lucrative Minehead site falling into private hands if the railway failed, so it
purchased the line and leased it back to the West Somerset Railway Company (the plc).
The inaugural meeting of West Somerset Railway Association (WSRA) was held on 7
June 1971 (after the plc was formed) to support it with voluntary funds and labour.
WSRA adopted new Articles in 2010. These state that the object of the WSRA is: "to
promote education by restoring, preserving and displaying railway locomotives,
carriages, wagons and other artefacts of historical interest and buildings connected
therewith in particular, but without prejudice to the generality of the foregoing, those
connected with the South West of England and the preserving and displaying of books,
drawings, records, documents, sound and visual recordings, cinematograph films and
photographs relating to such artefacts and vehicles, their history and development".
There is no mention of the West Somerset Railway.
Since then WSRA has increased its staff, reduced its support for the plc, tried to
compete with it, and lost touch with its membership.
So what are the concerns?
- Last year's AGM
- Last year's AGM saw 160 members walk out in protest about the Chairman's conduct of
the meeting. Candidates favoured by the WSRA Trustees were given an advantage
through a WSRA mailshot not offered to other candidates. Is that fair? Was this
reported in the Journal?
- Support for the Railway
- In the past WSRA provided invaluable support such as the acquisition of locomotives
and the creation of Bishops Lydeard Museum. By 2006 WSRA had 5 staff costing
£93,042. In 2007 it provided £120,000 capital to the plc. The 2013 accounts show no
further significant funds spent on the railway but do show 15 employees costing
£220,365. Is this the correct use of your money? Several volunteer groups now
undertake projects that the WSRA used to deliver. Why?
Relations with WSR Plc
Many working volunteers resigned from WSRA in protest at its activities and in 2012 the
Company issued a statement setting out its position in "On Line", a private newsletter for
paid and volunteer staff. WSRA replied on public websites without referring to the
original publication. This made matters worse. The situation has deteriorated to the point
that a mediation group is now required to facilitate normal discussions between the
WSRA and the WSR plc. Did you know this?
The freehold bid
This adversarial policy continued with a surprise bid to buy the land on which the
Railway operates which was announced in Journal no. 142 (Spring 2013). WSRA
Trustees used confidential plc information to assist their bid and squandered your money
on lawyers and third parties to negotiate in secret. Were you consulted? SCC released
documents under the Freedom of Information Act which revealed that the WSRA
negotiator participated in improper discussions. This lead to disciplinary hearings and
the resignation of a senior SCC cabinet member. This was reported by the BBC
programme "Inside Out" on 23 March 2015. Did you see it? The plc had to spend
considerable time and money that could have been better employed on our Railway.
Member action so far
You may have found this letter to be astonishing if the only communication you have
read is the quarterly Journal. The editor is the WSRA Chairman, David Williams. You are
told only what he wishes you to know.
This Reform Group has come together solely to ask you, the membership, to take the
first steps towards change. We do not seek control of the WSRA. Over 1,000 WSRA
members already support us. The Reform Group tried to negotiate a peaceful transition
inviting the present leadership to step down. This was rejected leaving an EGM as the
only option.
Our vision for the WSRA
For the West Somerset Railway Association (WSRA) to be the principal supporters'
organisation for the Taunton to Minehead line, working in open, constructive co-operation
with all other bodies and organisations on the Railway for the good of the Railway as a
whole. For the WSRA to be so relevant and well thought of that all WSR volunteers, staff
and supporters would wish to be members of the WSRA.
Our strategy
To ensure that a root and branch review of the WSRA's purpose, objects, structure and
activities is held to move the WSRA back to its proper position and purpose, in
consultation with its members.
To ensure that appropriate Trustees are in place, willing and able to make the necessary
changes to the WSRA in co-operation with its membership and to ensure that the
business of the WSRA is conducted with fairness, openness and in the best interests of
the Railway as a whole. That is why the present Chairman, and Trustees Peter Chidzey
and Nick Nichols need to be removed as the three people most closely associated with
the recent policies actions and approach of the Trustees.
Remember it's vital that you wait to hear from us again so that you have the whole
story, and are fully informed before casting your vote. See www.wsra-action.org
Nigel Adams, Ken Davidge, Brian Fraser, Jeff Price, Dr David Randles, Mike Sherwood, Chris Tucker, Robin White, Paul Whitehouse...and 1,000 more.
[note: the above statement was electronically transposed from a PDF document and as such may contain the odd spelling or punctuation error]
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The Five Resolutions
| 1 |
Members have no confidence that the WSRA is being appropriately managed by the present Trustees.
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| 2 |
The Trustees shall cause to be conducted a review of the purpose, objects, structure and activities of the WSRA, intended to return the WSRA to its core role as supporting the West Somerset Railway as a whole. The review shall be chaired by a person independent of the WSRA or any group on the Railway but the review team shall include WSRA Trustees, representatives of the WSRA Reform Group, WSR plc, and the WSSRT, and may include representatives of other groups on the Railway as the review chairman shall decide. The will be an opportunity for all interested parties to contribute to the review. The review report shall be completed within 6 months of this resolution being passed and shall be presented in its entirety to the WSRA membership on completion. The trustees shall then bring forward proposals to the WSRA membership to implement the review recommendations no later than the Annual General Meeting following the publication of the review report.
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| 3 |
David Williams shall be removed as a Director and Trustee of the WSRA with effect from the end of the General Meeting, as one of the persons closely associated with the recent policies, actions and approach of the Trustees.
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| 4 |
Peter Chidzey shall be removed as a Director and Trustee of the WSRA with effect from the end of the General Meeting, as one of the persons closely associated with the recent policies, actions and approach of the Trustees.
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| 5 |
Michael Nicholls (a.k.a. Nick) Nicholls shall be removed as a Director and Trustee of the WSRA with effect from the end of the General Meeting, as one of the persons closely associated with the recent policies, actions and approach of the Trustees.
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[note: the above table of resolutions was electronically transposed from a PDF document and as such may contain the odd spelling or punctuation error]
We encourage each WSRA member to look carefully at the wording of the resolutions, to look for the evidence in the Statement by the Trustees and the Statement by the Reform Group, and for evidence in other places, to come to a individual decision on each resolution, and either vote at the meeting or if not attending, complete the proxy form in its entirety ensuring the proxy is clearly instructed to follow your choices (the proxy - even if you select the chairman as your proxy - must follow instructions if provided).
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