The Foxfield Light Railway Society Ltd..
Annual Report and Accounts For the year ending 31[st] December 2020.
Notice of an Extraordinary General meeting. also
Notice of the 50[th] Annual General Meeting of the Foxfield Light Railway Society Ltd..
Both meetings to take place by ZOOM starting at 19.30 hrs on Friday November 26[th] 2021.
ZOOM details will be provided later and a “phone in” will also be available.
Registered Charity, number ; 1127378 Company Number ; 01034972 Registered office ; The Foxfield Light Railway Society Ltd.. Caverswall Road Station, Blythe Bridge, Stoke on Trent, ST11 9BQ
Page 1 of 18
Agenda for the Extraordinary General Meeting
The Directors of the Foxfield Light Railway Society Ltd. wish to call an Extraordinary General Meeting of Members to take place before the 2021 Annual General Meeting in order to seek approval of a change to the Articles of Association.
This change is proposed by the Directors .
Proposal ;
To amend Article 29 to increase the maximum number of Directors from 10 to 12.
The reason for this proposal is to increase the availability of Directors at meetings and to spread the very high workload of the existing Directors.
Persons elected or co-opted after the meeting will be expected to fill the vacancies in the structure and undertake meaningful portfolios.
A voting slip for the EGM is included with this report. Details of other votes are at the end of the report.
Agenda for the Annual General Meeting;
-
1 Apologies.
-
2 To confirm the Minutes of the Forty Ninth Annual General Meeting.
-
3 To adopt the Annual Report of the Directors and the Accounts for the twelve months ended 31st December 2020
-
4 To appoint Hunter Jones, Chartered Accountants of Belper to act as independent examiner for the coming year.
-
5 To elect Directors who will also be Trustees of the FLR Trust.
-
Under Article 39, Three of the sitting directors retire by rotation.
A further three valid nominations have been received.
Dated 15[th] October 2021, by Order of the Directors and Trustees
Important Notes ~ also see page 20 of this report.
-
1) A voting slip is enclosed for items 2, 3, & 4 above only.
-
2) To vote under item 5, please see Page 18
Page 2 of 18
1 Apologies; (of Members unable to attend this meeting)
2 Confirmation of the minutes of the 49[th] AGM ;
Due to the COVID 19 Pandemic, the meeting was held using the “ZOOM” platform.
The Chairman, Mr. R. H. Whalley, opened the Zoom meeting at 19.30 to an audience of 25 Members and advised that although our President was in good health he had apologised for not being able to take his usual role of Chairing the AGM.
Mr. Whalley advised that voting for the various items had been carried out by postal ballot. Mr. G. A. Walker had been appointed the Returning Officer for the ballots.
Vote for the approval of the minutes of the previous meeting ; Mr. Walker advised that there were 41 in favour, 2 abstentions and 2 against the minutes of the 48[th] AGM. Adoption of the minutes was Proposed by R. Gibbens, Seconded by K. Hudson and thereby adopted as a true record.
Vote for the adoption of the Report of the Directors and Accounts for 2019 ; Mr. Walker advised that there were 42 for, 1 against and 1 abstention. Adoption of the report was Proposed by G. Riley, Seconded by R. Gibbens and thereby adopted.
Vote for the appointment of Hunter Jones as the Independent Examiner of accounts; Mr. Walker advised that there were 44 votes for and 1 against. Appointment was Proposed by T. Barnett, Seconded by K. Hudson and thereby agreed.
Voting for the appointment of Directors ; Five places were available and Mr. Walker declared that the following persons had been elected;
Mr. T. Barnett, Mrs. J. Bate, Mr. M. Higham, Mr. D. M. Scragg, Dr. R. A. Warren
The meeting closed at 19.41.
3 Annual Report of the Directors, for the year ending December 31[st] 2020;
The Directors and Trustees are pleased to present their annual report together with the financial statements of the Company for the year ending 31[st] December 2020. These are also prepared to meet the requirements for a Directors‟ report and accounts for Companies Act purposes.
The financial statements comply with the Charities Act 2011, the Companies Act 2006, the Trust‟s Memorandum and Articles of Association, and Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard for Smaller Entities.
Continued.
Page 3 of 18
3.1 Chairmans’ Report for the year ending December 31[st] 2020;
The Directors have continued to act in accordance with their Charitable Objects as described in the Memorandum and Articles of Association during 2019. The Trustees also confirm that they have given careful consideration to the Charity Commission's general guidance on public benefit. The public benefits derived from the Trust‟s activities include education with respect to all aspects of the history of railway travel and the technology of railways through the accessibility of information, training, and providing the public with a railway experience.
Concurrent with the start of the 2020 operating season, the Company was hit by the Global COVID 19 Pandemic. The outcome of this determined initially that there would be no train services at the start of the season and it was uncertain whether or not we could even meet on site to carry out any work. The consequence of this was that we immediately closed the whole site to visitors and volunteers apart from controlled security visits.
As the medical experts got to grips with the methods whereby the virus was transmitted, we were able to open up work areas by following medical, ORR and HRA guidance. Work necessary to solely to prevent deterioration of the railways‟ assets was permitted and small groups started work on such projects. One such project was the continuation of the extensive rebuild of our BSk by our own C&W team. On the contrary, permanent way work, which involves persons working in close proximity to each other, was not allowed.
During September Government guidelines allowed us to operate trains in order that operational competences could be maintained whilst during October confidence in the medical advice meant that we could run with passengers under strictly controlled conditions with very restricted occupancy and cleaning of the stock between trains.
Consequently our income figures from visitors for the year were at an absolute minimum. Our gross income figures in the financial part of this report, however, show that despite such little running, we remained financially healthy. This was due in large part to the work of your finance team in obtaining substantial grant aid from several sources such as the Local Authority, the Government, and also the Heritage Lottery Fund. This was not, however, “free” money as it had to be spent on specific projects, in a specific time, all of which would otherwise have needed us to use our own capital. We owe a great debt of gratitude to those who worked so hard to obtain and manage those grants.
Although we were not operating trains for much of the year, our managerial workload increased substantially and through the agency of “Zoom” your Board met more frequently than usual, holding 20 meetings in order to follow the twists and turns of the Pandemic with the associated ever changing rules. The Board also had to deal with planning for a hoped for recovery and, additionally, with several complex inter personnel matters.
Work continued regarding the provision of additional covered accommodation with the Hollick “lean to” development being progressed and the promulgation of a new proposal by the NSRRSRT for an extension to the main building. It was also recognised that our existing buildings were also showing their age and so projects were developed for improvements to them including the platform side sheets, the guttering and wiring.
Page 4 of 18
The constantly changing Government guidance meant that we could not risk operating Santa Specials and so our year ended with a final steaming of Whiston (prior to a 10 year overhaul) on a works train on New Years‟ Eve. A fitting end to an “annus horriblus”.
Speaking of this, I need to record my very great personal thanks to the Board for their support in relieving me of many of the routine managerial tasks, and for the Vice Chair, Dave Scragg, for taking the reins and organising the meetings following Allan‟s death in March. Over the 54 years of the Society, I have held the post of Chairman for 27 years, but I never imagined that my final retirement from the post would be amongst such turmoil !
Many years ago in one of these reports I used a (mis) quotation from JFK which I would like to re-iterate here to conclude my last Chairmans address as a plea to all of those of you who follow ;
“ ” Ask not what your Society can do for you, ask what YOU can do for the Society .
3.2 Financial review for year ended 31[st] December 2020
The income and expenditure figures are presented in the next section, notes 6 and 7.
Our new finance team headed up by our Financial Director, Jane Bate has worked hard to continue the transfer of financial recording from a paper based system to “Xero”, the benefits of which should be seen next year. Already the financial controls instigated at the beginning of the year are starting to work, but as a reminder ALL expenditure MUST be accompanied by a Purchase Order.
For the purposes of the Charity Commission, our Charitable details are ;
Charity number ; 1127378 Company Number ; 01034972 Registered office ; The Foxfield Light Railway Society Ltd.. Caverswall Road Station, Blythe Bridge, Stoke on Trent, ST11 9BQ
Our Independent Examiners are ; Hunter Jones Alton. Chartered Accountants, 36, Bridge Street, Belper, Derbyshire, DE56 1AX
Our bankers are ; National Westminster Bank. Longton.
Ronald H. Whalley C.Eng., FIET., MIRSE Chairman & Acting Secretary, FLRS Ltd..
Page 5 of 18
3.4 Directors, Trustees and related parties
The directors of the charitable company (the charity) are its trustees for the purpose of charity law. The Trustees, Directors and officers serving at the start of 2020 were :
Chairman, Acting Secretary, Operations & Signalling ; Mr. R. H. Whalley Vice Chairman and Acting Chair, Workshops ; Mr. D. M. Scragg Infrastructure , Competency, Plant & Equipment ; Mr. J. W. Adshead IT advisor ; Dr. D. R. Allen Marketing Director ; Dr. R. A. Warren Permanent Way ; Mr. T. Barnett Traction & Rollingstock ; Mr. M. Higham Minutes ; Mr. S. J. Turner Catering & Franchises ; Mr. P. Dore Security : Mr. G. Riley
The Trustees, Directors and Officers serving at the end of 2020 were as above less Mr. G. Riley who retired due to increased professional workload.
Related parties
Mrs Hudson is a part time paid member of staff, but is not a Trustee or related to one.
This statement is a requirement of the Charities Commission as any connection between a trustee or staff member of the charity with a supplier to the charity must be disclosed to the full board of Trustees.
3.5 Risk Management
The Trust maintains a continual overview of the potential risks that could affect the charity in future years. The trustees are satisfied that sufficient provision is in place to mitigate these risks and that the reserve funds are necessary and prudent in the circumstances.
3.6 Trustees’ Responsibilities in Relation to the Financial Statements
The charity trustees (who are also the directors of Foxfield Light Railway Society for the purposes of company law) are responsible for preparing a Trustees‟ annual report and financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
Company law requires the charity trustees to prepare financial statements for each year which give a true and fair view of the state of affairs of the charitable company and the group and of the incoming resources and application of resources, including the income and expenditure, of the charitable group for that period. In preparing the financial statements, the trustees are required to:
-
a) select suitable accounting policies and then apply them consistently; b) observe the methods and principles in the Charities SORP (Strategic Operating and Resource Planning)
-
c) make judgements and estimates that are reasonable and prudent
Page 6 of 18
-
d) state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
-
e) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charity will continue in business.
The trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the charity and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charity and hence taking reasonable steps for the prevention and detection of fraud and other irregularities.
The trustees are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company‟s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement as to disclosure to our Independent Examiner
Independent Examiners
A resolution proposing Hunter Jones Alton be appointed as independent examiners of the charity will be put to the Members at the Annual General Meeting.
Approval
This report has been approved by the Board of Directors and Trustees and is signed on its behalf by:
Ronald H. Whalley C.Eng., FIET., MIRSE. Director & Acting Company Secretary, FLRS Ltd.. Dated: 15[th] October 2021
3.7 Report of the Independent Examiners to the Members of Foxfield Light Railway Society Limited
We report on the financial statements for the year ended 31 December 2020 on pages thirteen to twenty which have been prepared under the historical cost convention and the accounting policies set out on page fifteen.
3.7.1 Respective responsibilities of trustees and examiners
As described, the charity‟s trustees who are also the directors of the Foxfield Light Railway Society Limited for the purposes of company law, are responsible for the preparation of financial statements in accordance with applicable law and United Kingdom Accounting Standards.
Page 7 of 18
The charity‟s trustees consider the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.
Our responsibility is to:
-
a) examine the accounts (under section 43(3) (a) of the 1993 Act); b) to follow the procedures laid down in the General Directions given by the Charity Commissioners (under section 43(7)(b) of the 1993 Act); and
-
c) to state whether particular matters have come to our attention.
3.7.2 Basis of independent examiners’ report
Our examination was carried out in accordance with the General Directions given by the Charity Commissioners. An examination includes a review of the accounting records kept by the charity and a comparison of the accounts presented with those records. It also includes consideration of any unusual items or disclosures in the accounts, and the seeking of explanations from you as trustees concerning any such matters. The procedures undertaken do not provide all the evidence that would be required in an audit and, consequently, we do not express an audit opinion on the view given by the accounts.
3.7.3 Independent examiners’ statement
In connection with our examination, no matter has come to our attention which gives us reasonable cause to believe that, in any material respect, the requirements: to keep accounting records in accordance with s41 of the 1993 Act; and to prepare accounts which accord with the accounting records and to comply with the accounting requirements of the 1993 Act have not been met; or to which, in our opinion, attention should be drawn in order to enable a proper understanding of the accounts to be reached
Hunter Jones Alton. Chartered Accountants, 36 Bridge Street, Belper, Derbyshire, DE56 1AX
This space is left blank.
Page 8 of 18
Statement of Financial Activities for the Year Ended 31 December 2020
The statement of financial activities includes all gains and losses recognised in the year. All income and expenditure derive from continuing activities.
The notes on pages 11 to 16 form part of these financial statements.
| Income Donations and legacies Charitable trading activities Other income Total incoming resources Expenditure Charitable activities Other expenditure Total expenditure Net income / (loss) for the year Net movement in funds Reconciliation of funds Total Funds brought forward Movement in funds Total funds carried forward |
Notes 3 4 5 6 7 |
Restricted funds 2020 £ 0.00 0.00 0.00 |
Restricted funds 2020 £ 0.00 0.00 0.00 |
Unrestricted funds 2020 £ 103,135 7,101 15,743 125,979 41,647 77,233 118,880 7,099 - 480,679 7,099 487,778 |
All unrestricted, restricted and endowed funds 2020 £ 103,135 7,101 15,743 125,979 41,647 77,233 118,880 7,099 480,679 7,099 487,778 |
All unrestricted, restricted and endowed funds 2019 £ 8,295 119,910 13,616 141,821 98,991 92,483 191,474 (49,653) 530,332 (49,653) 480,679 |
All unrestricted, restricted and endowed funds 2019 £ 8,295 119,910 13,616 141,821 98,991 92,483 191,474 (49,653) 530,332 (49,653) 480,679 |
|---|---|---|---|---|---|---|---|
Page 9 of 18
Balance Sheet as at 31 December 2020
| Notes | 2020 | 2019 | |||
|---|---|---|---|---|---|
| £ | £ | £ | £ | ||
| Fixed Assets | |||||
| Tangible Assets | 8 | 282,419 | 242,231 | ||
| Current Assets | |||||
| Debtors | 9 | 35,100 | 64,182 | ||
| Stocks | 114 | 1,800 | |||
| Cash at bank & in hand | 300,469 | 339,846 | |||
| 335,683 | 405,828 | ||||
| Creditors :Amounts falling | |||||
| due within one year | 10 | 18,631 | 31,774 | ||
| Net Current Assets | 374,054 | ||||
| 317,052 | |||||
| Total Assets Less Current | 599,471 | 616,285 | |||
| Liabilities | |||||
| Creditors: Amounts falling | |||||
| due after one year | |||||
| Locomotive repair fund | 11 | (111,693) | (135,606) | ||
| Net Assets | 487,778 | 480,679 | |||
| The funds of the charity: | |||||
| Unrestricted income funds | |||||
| 487,778 | 480,679 |
The funds of the charity: Unrestricted income funds
-
For the year ending 31 December 2020 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
-
The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476
-
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts
-
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies‟ regime
The financial statements on pages 9 to 16 were approved by the Trustees on 15[th] October 2021 and were signed on its behalf by:
Ronald H. Whalley C.Eng., FIET., MIRSE Director & Acting Secretary, FLRS Ltd.. Dated: 15[th] October 2020
The notes on pages 11 to 16 form part of these financial statements
Page 10 of 18
Notes to the Financial Statements for the Year Ended 31 December 20209
1 ACCOUNTING POLICIES
The principal accounting policies adopted, judgements and key sources of estimation uncertainty in the preparation of the financial statements are as follows:
a) Basis of preparation
The financial statements have been prepared on a going concern basis in accordance with Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (Charities SORP(FRS102)), and the Companies Act 2006 and the Charities Act 2011.
Foxfield Light Railway Society Limited meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at cost or transaction value unless otherwise stated in the relevant accounting policy notes.
b) Preparation of the accounts on a going concern basis
The Trustees have at the time of approving the financial statements a reasonable expectation that the charity has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
c) Income recognition policies
Items of income are recognised and included in the accounts when all of the following criteria are met:
-
The charity has entitlement to the funds;
-
Any performance conditions attached to the item(s) of income have been met or are fully within the control of the charity;
-
There is sufficient certainty that receipt of the income is considered probable; and the amount can be measured reliably.
d) Interest receivable
Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the Charity, this is normally upon notification of interest receivable per the bank / building society.
e) Fund accounting
Unrestricted funds are available to spend on activities that further any of the purposes of the charity. Restricted funds are unrestricted funds of the charity which the Trustees have decided at their discretion to set aside to use for a specific purpose.
f) Expenditure
Expenditure is recognised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required and the amount of the obligation can be measured reliably. Expenditure is classified under the following activity headings:
- Costs of raising funds comprise the costs of commercial trading, mainly the shop in the Visitor Centre.
Page 11 of 18
Notes to the Financial statements for the year ended 31[st] Dec 2020 continued;
Stocks
Stocks are valued at the lower of cost or net realisable value after making due allowances for obsolete and slow moving items.
Debtors
Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid after taking account of any trade discounts due.
Cash at bank and in hand
Cash at bank and cash in hand includes cash, current account and deposit accounts / fixed term accounts with a maturity of twelve months or less from the date of opening.
Creditors and provisions
Creditors and provisions are recognised where the charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due.
Taxation
The company is exempt from corporation tax on its charitable activities
Legal status of the Trust
The Trust is a company limited by guarantee and has no share capital. In the event of the charity being wound up, the liability in respect of the guarantee is limited to £5 per Member of the charity.
This space is blank.
Page 12 of 18
Notes to the Financial statements for the year ended 31[st] Dec. 2020 continued;
3
| Income from donations Donations and grants received Legacies received |
2020 £ 2019 £ 103,135 8,295 |
|---|---|
| 103,135 8,295 |
The Trust is grateful for a number of small donations received throughout the year. The donation box in reception continues to be successful.
The Trust benefits greatly from the involvement and enthusiastic support of its many volunteers, details of which are given in our annual report. In accordance with accounting standards, the economic contribution of general volunteers is not measured in the accounts.
4
5
| Income from charitable activities Fares Cream Teas Driver & footplate experience Station bar Santa specials Other Member subscriptions Shop Income from other trading activities Rental income Sale of scrap Other income Government Grant |
2020 £ 2019 £ 2,847 48,830 282 1,855 663 3,877 - 53,426 415 2,773 2,845 121 9,077 - 7,101 119,910 2020 £ 2019 £ 4,042 7,087 1,437 1,898 264 4,631 10,000 ------------- --------- 15,743 13,616 |
|---|---|
.
Page 13 of 18
Notes to the Financial statements for the year ended 31[st] Dec. 2020 continued;
| 6 Expenditure on charitable activities Fares Cream teas Locomotives Santa specials Rolling stock (note A below) Events Other Fuel Marketing including fees (note B below) Shop purchases |
2020 £ 2019 £ 536 855 1,356 27,071 28,164 (185) 11,859 2,280 845 7,089 73 4,340 5,471 27,476 7,186 15,482 650 |
|---|---|
| 41,647 98,991 |
Note A ; The significant amount spent on improving our rolling stock, particular coaches was recorded as Capital Expenditure and thus is not shown in the revenue account.
Note B ; Marketing includes the costs associated with the production of the Foxfield News.
| 7 Other expenditure incurred Heat & light Land & buildings Admin wages & NIC Bank charges Profit/loss on sale of assets Depreciation Other admin costs Bad debt write off Audit & accountancy fee Legal fees |
2020 2019 £ £ 3,755 11,525 22,266 13,561 11,771 13,050 1,265 3,127 - 25,183 23,497 10,419 25,123 1,892 2,600 682 ---------------------------- 77,233 92,483 |
|---|---|
Page 14 of 18
Notes to the Financial statements for the year ended 31[st] Dec. 2020 continued;
8 FIXED ASSETS
| 8 | FIXED ASSETS | ||||
|---|---|---|---|---|---|
| Freehold land | Plant & Fixtures & Rolling | ||||
| & buildings | Equipment Fittings | stock | Total | ||
| £ | £ £ |
£ |
£ | ||
| Cost | |||||
| As at 1 January 2020 | 441,477 | 110,022 39,203 | 30,545 |
621,247 | |
| Disposals | |||||
| Additions | 7,424 | 57,947 | 65,371 | ||
| As at 31 December 2020 | 448,901 | 167,969 39,203 | 30,545 | 686,618 | |
| Depreciation | |||||
| As at 1 January 2020 | 285,056 | 42,201 29,776 | 21,982 | 379,016 | |
| Charge for the year | 8,193 | 14,107 2,027 | 856 | 25,183 | |
| As at 31 December 2020 | 293,249 | 56,308 31,803 | 22,838 | 404,199 | |
| Net Book Value | |||||
| At 31 December 2020 | 155,652 | 111,661 7,400 | 7,706 | 282,419 | |
| At 31 December 2019 | 156,420 | 67,821 9,427 | 8,563 | 177,589 | |
| 9 | DEBTORS | ||||
| 2020 | 2019 | ||||
| £ | £ | ||||
| Trade debtor | 1,430 | 11,451 | |||
| VAT | 10,594 | 25,173 | |||
| Loco repair fund | 23,076 | 24,753 | |||
| Gift Aid | 2,805 | ||||
| 35,100 | 64,182 | ||||
| 10 | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR | ||||
| 2020 | 2019 | ||||
| £ | £ | ||||
| Accruals | 1,400 | 850 | |||
| Trade creditors | 4,249 | 17,924 | |||
| Taxation and Social Security | (18) | ||||
| Loco repair fund | 13,000 | 13,000 | |||
| 18,631 | 31,774 | ||||
| 11 | Creditors: | ||||
| Amounts falling due after one year | 2020 |
2019 | |||
| £ | £ | ||||
| Loco repair fund | 111,693 | 128,482 | |||
| Loans from members & | directors | 7,124 | |||
| 111,693 | 135,606 |
Page 15 of 18
12 Analysis of net assets between unrestricted funds
| Unrestricted Funds |
Fixed Assets Current Current Liabilities Total Assets Liabilities Due After One Year 282,419 335,683 (18,631) (111,693) 487,778 |
|---|---|
There is a surplus on unrestricted funds of £487,778 (2019 - £480,679) at the year end. Unrestricted funds comprise the funds which the Trustees are free to use in accordance with charitable objects.
Related party transactions
There have been no related party transactions in the year to 31 December 2020 (2019 – None). .
4 Appointment of our Independent Examiners of Accounts for 2021
The Board proposes that we appoint;
Hunter Jones Alton. Chartered Accountants, 36 Bridge Street, Belper, Derbyshire, DE56 1AX
5 Appointment of Directors and Trustees.
Members elected to the Board of Directors will also become Trustees. To comply with Charity Commission rules, each person has been asked to declare that they are fit to stand as a Trustee and also to declare any potential conflicts of interest.
The Company can have a maximum of 10 Directors / Trustees (12 if agreed by the EGM)
Under Article 39, Members who have been co-opted by the Board retire and are proposed by the Board, additionally three other members of the Board retire by rotation and are eligible for re-election. These persons are also proposed by the Board.
Members retiring by rotation are selected by length of service. In this case over three Directors had been elected at the same time and so the names are selected in alphabetical order.
The requirements of the Charities Commission are that we should appoint Trustees who are able to provide assistance to the Charity in areas where skills are lacking.
Page 16 of 18
Members retiring by rotation and proposed by the Board are ;
Mr. J. Adshead , Mr. S. J. Turner, and Mr. R. H. Whalley (who is not seeking re-election)
Further nominations have been received for ;
Mr. A. L. Dawson, Mr. M. Healey and Mr. J. Tweedy,
Below, in alphabetical order, is Information appertaining to those standing;
Adshead J .
Proposed by the Board
John is a Mobile Operations Manager with Network Rail and has a broad spectrum of railway operational knowledge from tree surgery to operating signal boxes over a wide area from Longton to the East Coast ! He also owns railway plant and has operator competencies for RRV‟s. He is currently responsible for our plant and machinery and is our Infrastructure and Manager where he has used his professional knowledge to upgrade our many level crossings and maintain our lineside.
Dawson A. L. Proposed by J. Bate
B.Sc (Hons) Archaeology.(Bradford), M. Res History. (Leeds), Cert. Mus. ( Leeds), Museum Studies ( University of Leicester).
Anthony is a historian and writer having authored over 20 books on railway history and is a features writer for Steam Railway Magazine. He has also presented papers at National and international conferences and has over 10 years experience of working professionally in heritage and museums including the Manchester Museum of Science and Industry both in the conservation training and also in a front of house capacity leading tours and school workshops. He has also worked with the Channel 4 “Time team” and the “Yesterday” „Secret History of Railways‟ programme. He is currently leading a team which is carrying out a full register of the Society artefacts and carrying out a full overhaul of our museum.He has also worked as a Fireman and Guard at MOSI and is a volunteer at the NRM.
Healey M. Proposed by J. Adshead
BSc (Hons).
Matt has been head of our steam loco department for 10 years. He has also served on the Board for a previous period of 8 years and is the custodian of Bellerophon. He is the Project Manager for Hestercoombe House and Gardens Trust and has considerable experience in managing paid staff and volunteers there. He also manages projects and budgets in connection with the upkeep and development there.
Page 17 of 18
Tweedy J . Proposed by S. J. Turner
HNC in Mechanical Maintenance Engineering and NQV L3 in Manufacturing Maintenance.
Jake is currently a mechanical engineer responsible for the planning of maintenance activities on a large heavy industry site. He works also with a range of third party contractors and is well versed in procurement procedures. This provides him with the skill to take a wide ranging overview of all associated topics balancing the need for the well being of the company with the obligations to maintain and operate in a safe manner. Jake is a fireman and assists with the maintenance of the steam fleet. He also owns a unique diesel locomotive which is currently under restoration.
Turner S. J .
Proposed by the Board
B.Sc (Hons)., Post Grad Diploma, CMIOSH, MPWI.
Steve is currently HM Principal Inspecting Officer of Railways with a focus on Heritage lines. He has been a working member for 44 years, has served on the Board for much of that time and has served as Chairman twice. His professional experience in dealing with most of the 250 or so heritage lines in the UK gives him a unique knowledge base encompassing the technical, operational and administrative issues which encompass our particular industry. His ambitions include the restoration of NSE No2 and also to achieve much more covered accommodation on our line. He is a steam driver at Foxfield and is currently carrying out a 10 year overhaul of Whiston (for the 4[th] time!).
~ Voting arrangements IMPORTANT time is short !
Full Members are able to apply for Postal Votes.
A postal voting slip is enclosed for the EGM and for AGM items 2, 3, & 4. ONLY. These should be returned to the address below to arrive before Saturday 6[th] November 2021.
To vote for item 5, the appointment of Directors, follow the process below ;
1) Send an application requesting a postal vote to either ; a) The Secretary, FLRS Ltd., at the Registered Office, or by e mail to ; b) flrsaccounts@ foxfieldrailway.co.uk to arrive by Saturday 30[th] October.
- 2) YOU will receive, by mail, a coded voting slip in a self addressed envelope.
You may vote for up to 3 persons. Place your voting slip in the envelope provided and post it back to the address on the envelope to arrive not later than Wednesday 10[th] November.
If you would like to attend the meeting (by ZOOM), please advise when you apply for your postal voting paper giving your e mail address. You will receive a link shortly before the meeting.
NOTE; If the EGM is in favour or the increase in Board numbers, then ALL candidates will automatically be elected.
RHW/FLRS/AGM/AR2020J
Page 18 of 18