Boat 605 sale approved by (some) shareholders?

Correspondence between Andrew Waddington of British Trams Online and the Trustees of the Lancastrian Transport Trust has shed some further light on the ongoing sale of Blackpool ‘Boat’ car 605‘s sale. As I’m sure you will know by now, both Andrew and Gareth Prior were issued a share each in car 605 following our sponsorship arrangement which financed the repainting of the tram for operation at Beamish Museum.

We have now been informed by an LTT Trustee that the majority of 605‘s shareholders approved the plan to sell the tram to San Francisco. This is in spite of the fact that, as shareholders, neither of us was informed about any such meeting or given the opportunity to vote! It is understood that three people own a combined total of eleven shares, and this, combined with the two shares retained by the LTT itself (as stated in the original shareholder agreement), was deemed sufficient to give a majority vote allowing the sale of the vehicle to proceed. A request has now been made for a copy of the minutes of the meeting when this vote took place and the sale was apparently authorised.

Naturally, we remain extremely dissatisfied with the situation and feel that we should have been given the opportunity to express our views for or against the sale going ahead. The LTT claim that the discussions had to be as secretive as possible due to a confidentially agreement requested by the Market Street Railway – who were, it seems, the ones who approached the LTT offering to purchase the tram. Assurances that 605 will be used more frequently at its new home overseas, and that the tram was only sold because it is a duplicate of the four other Boat cars in the UK have done nothing to soften the blow.

Further discussions are currently taking place between the various organisations and individuals concerned although these will not be reported in the public domain. We hope that readers will appreciate the need for some secrecy, however we are keeping those with a keen interest in 605 as well informed as we consider appropriate and we greatly appreciate the support and comments that this situation has generated.

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26 Responses to Boat 605 sale approved by (some) shareholders?

  1. Steve Jones says:

    Andrew,

    I understand that further discussions between the various parties are taking place, and appreciate that it may not be appropriate for some of the detail to be in the public domain.

    Neverthless the explanation you have been given does not in any way hold water and provide any assurance whatsoever. For any well managed and run organisation, even when there is a need for confidentiality, key people would have been consulted and an EGM called before a final decision was taken, especially when you consider the small number of shareholders in this case. Confidentiality could be easily managed in these circumstances. Even if it was evident there would be a majority (an inner sanctum easily persuaded perhaps?) this would still have been the decent and honourable way of moving forward. How much better it would have been if those who were prepared to invest in what they thought was the future of 233 could have at least been prepared, instead of finding out from public sources. The excuse of confidentiality will cut no ice with most people who not unreasonably expect a charity they have supported to do the decent thing, respect their supporters, and at least try and offer an explanation when difficult decisions have to be taken.

    No reference seems to have been made by the LTT to alternative options for 605. To repeat a point a charity is obliged to offer an artefact to like bodies if circumstances dictate it has to be disposed of. Were all the shareholders given a briefing about the detail of the offer, and what other offers were on the table, even after the event? It would appear not, and it would not surprise me if the figure paid by MUNI is still a tight-lipped secret. Fortunately charities are obliged to make at some point full and frank disclosure of their finances to the Charity Commission. If this detail is not forthcoming I’m sure interested parties will make strenuous efforts to find this out, including use of the Freedom of Information Act if need be.

    The whole sorry saga suggests an attempt to smooth the sale of 233 through by the trustees, and only go public when it was too late. Like most things LTT, this was poorly managed and backfired spectacularly on the trustees. Almost certainly they will regret the day they decided this approach.

    Fortunately assuming the new charitable trust is set up to manage the heritage fleet, the LTT will largely be away from direct involvement in tram preservation. Additionally the neglected bus collection makes them pretty much irrelevant in bus preservation. The organsiation will probably fade away and their trustees can content themselves with carrying small numbers of people along the Promenade and the Blackpool suburbs in their red buses.

    • Andrew Waddington says:

      Steve, in response to your comment – “Neverthless the explanation you have been given does not in any way hold water and provide any assurance whatsoever” – that’s basically the conclusion I hoped you would draw from the article! If anything I think every attempt at justifying these actions seems to make things even worse!

      • Steve Jones says:

        Andrew,

        I hesitated to say this in my original response, but in yours and the shoes of the other shareholders and sponsors, I would find the explanation from the LTT trustees patronising and an insult to my intelligence.

        I hope an apology will eventually be made to you and others in the same position. I would also like to see a public explanation including an admission of serious error of judgements on the part of the LTT trustees issued (but I won’t hold my breath please waiting for either!).

    • Colin Smith says:

      Steve, I hope you’re not referring to LTT when mentioned well run organisations. They cannot possibly be described as such, even if their current actions are disregarded. Their Annual Accounts and Annual Return to the Charity Commission has been, habitually, extremely late in submission. So much so and so often that it surprises me that the Commission has not taken action.

  2. Nigel Pennick says:

    It appears that representatives of the LTT negotiated the sale of 605 without telling anyone who had the right to object. The admission that it was done because of a confidentiality clause in what may actually be an illegal sale is disingenuous and further disrespect towards to the shareholders who were not consulted beforehand. This is a most irregular way to run a charitable trust, and a business that acted behind its shareholders’ back would certainly be brought to book. This must rank as the most shameful episode in the history to tram preservation in this country.
    And the tram (if it ever gets there) will be a duplicate in San Francisco too because the Market Street Railway already have and operate one.

  3. Andy says:

    I very much doubt that the LTT as “Keepers” of 605 would be regarded by a court of law to also be the “Owners.”

    In the world of road vehicles (which I know a tram isn’t technically) the “keeper” would hold the logbook (V5) and likely be the person who used the vehicle. However the legal “owner” would be the person who actually bought the vehicle and had paperwork to prove it.

    In the case of 605 I am guessing that the shareholders have the paperwork to say they paid money for it, but the LTT (seemingly from what has been reported about the shareholder documentation) appear to merely be the “keeper”

    I’d say it’s definitely worth checking out!

  4. Geoffrey Ryder says:

    Would an export licence have to be granted to allow the sale to San Francisco to proceed?

  5. John Stewart says:

    It seems that the Trust has identified a majority of shareholders who are of one persuasion and not bothered to notify others on the basis that there was going to be majority for one course of action no matter what. This is totally irregular and I feel sure that a Court would quash any decision made in such circumstances. As has been posted above, an EGM or similar should have beeen called. Whilst I think that an approach via the Charity Commissioners would be more fruitful than court action, this could be the only way to prevent export. Remember, the English Courts have jurisidiction until the ship sails!

  6. Ken Walker says:

    Let’s just hope that this sorry saga doesn’t tarnish the reputation of the preservation movement in general in the eyes of the public.

  7. Pete C says:

    As someone who has been an employee of a number of charities in the past and a volunteer and trustee of others, I would suggest you make a formal complaint to the Charities Commission. It definitely sounds as though this organisation (of which I personally know very little) has not behaved as it is legally required to.

  8. David Holt says:

    Shouldn’t this Lancastrian tram dealership be exposed on television as rogue traders?

  9. Nathan Honest says:

    You have a point David. Perhaps someone needs to write to the press, nothing outrages the British public like a good scandal, especially when it involves something as iconic as an Open Boat. Public outrage might be the only thing that can persuade the LTT to halt the sale and apologise. But first and foremost, we have to get some sort of injunction preventing the export of 605, otherwise a priceless part of Britain’s heritage will be lost to our shores forever. The tram must come first!

  10. STEVEN ALLEN says:

    This is all very disgusting behavour.

    I really hope that the members/shareholders who were kept in the dark take action against those who sought to earn a few buks in there pocket. These people should be thrown out of the trust and never be allowed to be members of any trust again !

    I hope that 605 can be held in this country where it belongs.

  11. Steve Jones says:

    A couple of final thoughts that might be of help to Gareth, Andrew and others that have made contributions to the LTT specifically for Boat 233.

    Reported comments from the LTT seem to imply that because the “majority” of shareholders in 233 approved the sale to MUNI, this was sufficient approval for the sale to go-ahead. This is not the case. The disposal of any charity artefacts has to be formally approved and minuted by the charity trustees at a board meeting, irrespective of what the shareholders in this case approved or did not approve. A charity also has to have a minimum of three trustees to manage the affairs of the charity, and these trustees must be listed with the Charity Commission.

    As of today 27th August 2013 the Charity Commission lists the LTT as having three trustees, Mr Philip Karl Higgs, Mr Paul Turner and Mr Eric Berry. There is no mention of Mr David Umpleby, who has on several postings on various websites signed himself “LTT trustees”. It is the responsibility of a charity to notify the Charity Commission of any changes to its trustees. It would appear that the neither 15th June 2013 resignation of Mr Higgs from the LTT Board of Trustees, nor the unknown date of Mr Umpleby’s appointment to the Board of Trustees have been notified to the Charity Commission.

    Bearing in mind the requirement of at least three trustees to approve a policy issue such as the disposal of an artefact of a charity, which of the LTT trustees has actually formally approved the sale of 233? Is it just Mr Berry and Mr Turner, which of course is below the minimum number required for such a policy approval? Or is it Mr Berry, Mr Turner and Mr Higgs, even though Mr Higgs resigned from the board in June? Or is it Mr Berry, Mr Turner and Mr Umpleby, even though the latter is not listed as a trustee with the Charity Commission. Whichever way you look at it, it would appear the formal approval by the trustees for the sale and export of 233, their decision is likely to be judged null and void. The sale should therefore not go ahead on this basis. The minutes of the meeting when the formal approval was granted will I’m sure make interesting reading!

    The Charity Commission does provide some interesting reading on the responsibilities of charity trustees on its website. One thing sometimes forgotten is that along with substantial benefits that charity status can provide comes certain responsibilities. A key principle is that charity status means the charity is conducting its affairs “on behalf of the nation” and is publicly accountable for its actions. Amongst other things members of the public are entitled to request sight of meeting minutes and charity accounts, and the charity is obliged to grant the request.

    In the case of 233, the LTT seems to have acted without due regard for the protocol and approval procedures legally required of it is disposal of an asset. The trustees (whoever they are?) may now find themselves in some difficulty in moving ahead with the deal, if a legal challenge is lodged. It is the interests not only of the shareholders and donors, but other enthusiasts as well to make representations to the Charity Commission, and seek legal advice as well, if they believe the deal is legally and/or morally wrong.

    Whatever the views on the sale of 233 and the proceeds going towards completing Standard 143, LTT trustees cannot play fast and loose with another tram to raise money. The LTT like any other charity has to adhere to the right process and be mindful of the wishes of both those that have invested in 233. As I have said before, the devious way this has been approached may well have short and long term consequences.

  12. Steve Jones says:

    Andrew/Gareth,

    One other body that will be interested in the sorry saga of Boat 233 is NARTM (National Association of Road Transport Museums). Their contact details are http://www.nartm.org.uk. They are the respresentative body for most of the established road transport museums in the UK and Ireland. At one time LTT was a member – unsurprisingly they are no longer!

    NARTM members undoubtedly will be very interested in the circumstances that have led to the sale of 233 to the US. A number of member organisations commissioned the Classic Bus predecessor the ill-fated Busworks to restore their buses. Theirs were not happy experiences and there has been no reluctance to share the details with other members.

    Through its membership NARTM may be able to advise on the legal options to take the matter further.

  13. Tommy Carr says:

    The beat way to deal with this event would have been for the LTT to invite all 233 shareholders to a meeting, and discuss the situation and, if approved, would see the money earned from the sale to MUNI put up for future uses (the restoration of 143, 279 etc, to put towards the new trust taking care of the heritage trams).

    The flaws in this sale were:
    A) the shareholders in 233 were not consulted about the issue
    B) British trams online, sponsors of the car, were not consulted or indeed
    Asked for satisfaction
    C) the sale of this tram was revealed just two weeks before it’s final run
    D) beamish do not get a tram to cover for the loss (although, it’s probably
    A good choice to start the restoration of 264)

    And one final question: we’re beamish consulted/approve of the sale of the tram and the loss of a popular addition to the fleet and a loss in capacity?

  14. chris pheasey says:

    Has anyone contacted MUNI to point out this is an illegal sale it may just be enough to change their minds if they think they may get a bad press.

    • Andrew Waddington says:

      Yes I have been in contact with them already, I think they remained convinced that everything has been done properly however. They have received a copy of a further email directed to the LTT although I am still waiting for a reply at present.

  15. Steve Jones says:

    Additional advice from CC website.

    A complaint about a charity should be firstly directed to the charity trustees in writing. If the trustees do not respond to the points of the complaint, this can be referred to the Charity Commission by the complainant. As previously stated any member of the public has the right to formally ask the charity for the minutes of a meeting where a policy decision as been taken, just as they have a right to request sight of the accounts.

    The Charity Commission website lists the contact address for the LTT as:

    Appt 11 Admiral Heights
    164 Queens Promenade
    Blackpool
    FY2 9GJ

    It is in the interests of everyone who is concerned about 233 and the manner the sale to an oversees buyer has been handled, for as many of them as possible to formally register their complaint with the LTT trustees, and then take it further with the Charity Commission.

    • Andrew Waddington says:

      Is that Philip Higg’s address though? Because he seems to be listed on there as the main point of contact for the LTT, despite having resigned as a trustee back in June! Hmmm!

      • Steve Jones says:

        Spot on Andrew!

        But this is the LTT contact address as listed on the Charity Commission website, so that is where communication re 233 should be sent. And to repeat a point, if no response is forthcoming, then the Charity Commission should be informed!

        A lot of questions on the whole decision making process regarding 233, and who the decision makers in the LTT actually are, now need answers.

        • Steve Jones says:

          After some more research and informal legal advice, the following may be of interest.

          Just like a company, a charity has to call an EGM (Extraordinary General Meeting) where an issue arises which requires the input of the charity members, and which cannot wait for the normal AGM (Annual General Meeting). Typically an EGM is required for example if there is a proposed change of policy, disposal of a key asset etc.

          The procedure that has to be followed following receipt of a resolution by the trustees that is to be put forward, this has to go IN WRITING TO ALL MEMBERS, together with an explanatory note about its importance. The trustees must then give 28 days notice of their intention to convene a meeting to discuss and vote on the issue.

          The case of the proposed sale of Boat 233 in anybody’s view is a “serious issue”. The tram is/was an LTT asset, it was the subject of a share issue in which shareholders were entitled to certain benefits in exchange for monies to ensure the continued preservation of 233 in its home country. It is beyond comprehension that such a decision which goes against all previous commitments by the LTT, should have been moved forward without following the EGM procedure laid down for charities and companies. It is both legally and morally wrong that LTT donors, benefactors and 233 shareholders should find out about the sale from public sources, and not have been positioned and given chance to respond by means of the legally required EGM process. It is a shameful example of an attempt by a trustee body to complete a deal by the back door and pay little or no regard to due legal process or their generous sponsors and donors.

          There now appears to be some conjecture about whether 233 is/was owned by LTT, or whether it was in actual fact owned by the shareholders, and merely on loan to LTT. Even if this were the case (many people doubt the validity of this!) the EGM process should still have been followed. In the event of 233′s sale, surely the shareholders should have been positioned on their entitlement, and what share of the the proceeds they could expect to receive, given 233 is being allegedly sold at a profit. In the case of 233 being privately owned, the majority shareholders have no right to decide on what happens to the proceeds, only their share! So if 233 is privately owned, the majority shareholders/LTT trustees have no right to make statements that monies realised from the sale will go to the restoration of 143 at Classic Bus (managed by two LTT trustees!) without reference to ALL shareholders. In the case of 233 being privately owned, not all the money is theirs to give! In any case, given the LTT trustees have been shown severley wanting in their ability to manage and communicate, would any of us want their commercial arm to manage Classic Bus continuing with the restoration of 143?

          The whole case of 233 is a sorry mess, mismanged to an unbelievable degree by the LTT trustees, which indirectly reflects badly on the preservation movement as a whole. Which body (shareholders/LTT) has actually sold the tram to MUNI? How could the LTT have put forward a share scheme that has ended up with such confusion? What faith can generous people have that their funds will be properly used by a transport charity in the future?

          In particular this is the case for preservation bodies that are also charitable trusts. Charities are accountable not only to their members, but the public at large. The trustees are expected to fulfill their responsibilities honourably and ensure the affairs of their charity and open and transparent, as defined by the Charity Commission, and clearly explained on their website. In this case this clearly has not happened.

          If there is one consolation in this sorry affair, it is that the LTT trustees have shown themselves in their true light, and their organisation (at least under its current management!) is not worthy of charitable status and entitlement to public funds!

          • Andrew Waddington says:

            233/605 was definitely owned by the LTT. The shareholder agreement document clearly states that the tram was ‘asset locked’ within the LTT collection to ensure its ‘permanent preservation’. Presumably this was done to make sure that nobody could buy loads of shares and then sell it to clear off debts… that one worked out really well didn’t it!?

  16. Monopodmansdad says:

    We went to Beamish, Saturday 31st to ride and video it. It looked superb and was very popular. Was told that today (Sunday) is its last day in service and then it will be prepared for removal which will take a day. Don’t know which day. Regards. Mark

  17. simon waldron says:

    I would like to offer my sympathy and support to everyone at british trams online who so enthusiastically supported 605 going to beamish in the first place.I think the lack of response by the ltt. is appaling.I cant imagine any other organisation selling off museum exhibits to the highest bidder in any museum in this dsy and age. I also feel very sorry for beamish as they are loosing such a popular and useful car. Sadly i fear this will have long term ramifications for other preserved trams the ltt have collected as support for that organisation will deminish and quite rightly so. I cant for one second imagine that an american organisation would sell any of the british trams in so called preservation over there….293/601 etc

  18. Mark Thewlis says:

    Just regarding 601 & 606, what is the situation with these? Are they owned by MUNI? Don’t hear much about them nowadays. In my view (if MUNI don’t own them) it would have been better for them to have approached the owners of the above first rather than the Lancastrian Transport Traders. Does MUNI know the above are even in the US?