Swindon Panel Society are proposing to merge into the Great Western Society. Their reasoning is set out in an email to members ahead of their June 2025
AGM▸ .
Swindon Panel Society - Intention of Proposal
This document has been written to give advanced information to members of a potential proposal, potentially to be made at the June 2025 AGM. Feedback and discussion is welcome both before and during the AGM.
SPS▸ has been in operation for twelve years. Our structure and operation is regularly reviewed, and it has been identified that SPS’s current structure may no longer be the most appropriate or deliver best value-for-money. It may be beneficial for the objects and beneficiaries of SPS for it to merge into the Great Western Society (this is the organisation that runs Didcot Railway Centre).
Background:
It has been useful, over the last twelve years, for Swindon Panel Society to be an independent entity, both as a fundraising vehicle and for ease of organisation. However, now that the key restoration work is complete and the needs for major fundraising and expenditure have diminished, the benefit in being an independent legal entity doesn’t justify the administrative and compliance burden which is placed on a very small number of volunteers.
The status of the Society as a registered charity is also no longer the most appropriate structure. Structures such as a Community Interest Company (CIC» ) are more appropriate nowadays, especially as they limit the liability of the organisation and its members and trustees. Many other heritage organisations are making the move from being a ‘Society’ to a CIC. It would be necessary to examine this structure and undertake the considerable work that went into formalising the charity in 2013 again to change it to a CIC, should SPS wish to continue as an independent organisation.
In addition, the availability of volunteers in the heritage railway sector has rapidly decreased since Covid, and we, along with nearly all heritage railway organisations, are feeling this reduction in capacity. This affects us not just in terms of demonstrators for open days, but also for other ancillary tasks such as writing newsletters etc.
For these reasons it is felt that the objects of the Society can be better and more sustainably met, and that there will be better value for the public and SPS members, if SPS were to merge its resources with the Great Western Society.
It is therefore recommended by the Trustees of SPS that the Society merges with the Great Western Society.
The detail of this proposal is examined below.
Assets:
The assets of the Society would be donated to either the Great Western Society (GWS) or the Great Western Trust (GWT). SPS’s preferred option is the Great Western Trust, but that is subject to discussion and agreement between GWS and GWT.
The GWT exists for the purpose of safeguarding historical GWR▸ /WR assets at Didcot Railway Centre. Disposal of assets (by SPS or GWT) is only permitted when in the best interest of the preservation of the asset. The GWT have expressed their willingness to accept the donation of the Swindon Panel assets including the Panel itself, and the other supporting items and artefacts.
SPS would pass its photo, paperwork, and other accumulated research knowledge over to the GWT in a controlled manner so as to best ensure its continued preservation.
Items in the panel room that belong to individuals would not be affected. Those individuals can remove those items whenever they like. If this plan comes to fruition, a detailed inventory of assets changing ownership would be created, and a list of which assets are privately-owned would be agreed with the GWT and the assets’ owners.
The majority of the GWT’s assets are based at DRC. DRC, it should be noted, is simply a brand name and not an organisation in itself, but it is an accredited museum. This places obligations on it in terms of how it safeguards its historical assets which give the panel and other Society artefacts, if anything, a stronger position in preservation than they currently have under SPS’s ownership.
GWT have confirmed their intention would be to keep the panel in its current position and serving its current purpose. Many GWT assets are employed at DRC, operated and maintained by GWS staff, and Swindon Panel would become one of those. (e.g. all the mechanical signalling on the branch is owned by the GWT).
Members may be aware that SPS is committed to offering the GWS first refusal if disposing of the panel. The GWS have confirmed they would be happy to forgo this opportunity to acquire the panel if it is being donated to the GWT.
Ownership by GWT also protects the assets from the risks of running Didcot Railway Centre. For example, if the GWS were to go in to debt or administration due to some issue at DRC (e.g. a major accident), the GWT assets would not be available to the creditors.
With the Society’s assets in the care of the GWT, SPS becomes free of the maintenance liability for physical assets, however it is envisaged, and encouraged, that all those volunteers currently involved in the maintenance and development of the panel will continue to be able to do so.
Members:
SPS also has a responsibility to its members and to the delivery of its objects. GWT does not have members, as its assets are, where appropriate, loaned to the GWS to operate and maintain.
DRC is operated by the GWS, so all staff (including volunteers) are members of the GWS and the GWS is their ‘employer’.
SPS members would become GWS members, and the public open days and demonstration of the panel would become a GWS-managed affair at the same time.
Life Members: GWS has indicated its willingness to absorb the life members of the Swindon Panel Society as life members of the GWS with the terms and conditions as they currently enjoy with SPS as a minimum, ie free entry to the site [this is currently only valid on panel days, but would become valid on all public days]. In addition, members become eligible for other GWS meetings, outings and activities, and would receive by email the excellent quarterly ‘Echo’ magazine, addressing one of the things SPS has been unable to offer for the last couple of years.
Annual Members: Annual members would also be transferred to the Great Western Society, and would then take up a GWS membership from their next renewal. The GWS membership prices are higher than the current SPS membership prices, but the benefits to be had are proportionally greater as well. 2024 prices: Adult, £32. Junior or full-time student, £20. Senior £27.
Regrettably, there would be no ‘Bronze’ equivalent in the GWS regime.
There would be no separate membership administration for Swindon Panel, this all being handled by the GWS membership administration. This saves an amount of duplicated volunteer effort that is currently required.
Operations:
The management of operations going forward would be a GWS matter. The current volunteers of SPS would be volunteers of the GWS. GWS may decide to arrange the SPS demonstrators as a department and appoint a manager, or (more likely) adopt us into one of their existing visitor services departments.
It is envisaged, and encouraged, that all those involved in Swindon Panel demonstrating and restoration work at DRC will continue to do so and, apart from reporting lines, there would be very little dany-to-day change.
The GWS already uses very similar business processes to manage its staff (eg HOPS, etc), so there would be minimal change to how people are managed and rostered to work.
Financial:
The money in Swindon Panel’s bank account would be transferred to the GWS, which would became responsible for the maintenance and development of the panel. This money would be ringfenced and only able to be spent on Swindon Panel work (as that is the purpose for which it was originally raised).
Spending would be controlled by GWS.
There would be no separate accounts maintained by the Swindon Panel organisation. This saves an amount of duplicated volunteer effort that is currently required.
Between 2014 and 2017, SPS raised and contributed £25,000 towards the cost of the construction of The Signalling Centre (the building in which Swindon Panel is housed). To protect SPS’s interests, a claw-back clause was included such that, if SPS were to leave the DRC site, the GWS would re-pay a proportion of that contribution, the amount decreasing on a sliding scale between 2018 and 2030. In mid-2025 the value of this claw-back will be £9,000. As GWS would absorb the SPS organisation this arrangement would become between the GWS and itself, so would essentially be written-off.
Organisational:
The SPS charity would be merged with the GWS charity. This can be achieved by either starting a new charity to manage the operations of both, or one charity being dissolved and one continuing on the operations of both. The latter would be appropriate in this case, with the GWS being the far larger and therefore most appropriate to continue. SPS would be referred to as the ‘transferring charity’ and GWS as the ‘receiving charity’. The SPS charity would be dissolved as a result.
It is important to note, however, that this would be a merger, rather than a ‘sale’ or that SPS is ‘closing down’ and GWS is moving into a vacuum. GWS would absorb the objects and responsibilities of SPS.
While the SPS constitution (governing document) does not explicitly deal with the process for merging with another organisation, it does deal with dissolving the Society, so that is the process it would be intended to follow.
Where a merger of charities takes place an agreement is reached regarding which trustees of each organisation will be trustees of the combined organisation. In this case none of the SPS trustees would automatically become trustees of the combined organisation, however individual SPS trustees may decide to offer themselves for election as members of the GWS, as any member could.
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At this stage we are inviting views, feedback, questions and comments from SPS members.
If any members would like to make any comments on this ‘intention of a proposal’ they are welcome to do so to any of the SPS trustees (Peter, Brian, James, Jamie, Danny). Please also indicate whether you are happy for your comment (without your name) to be made available to other members, and we will publish the comments so agreed for everyone’s information.
Depending on the feedback between now and the AGM, this merger may be proposed at the AGM or, if there are outstanding discussion points, a later date.
To enact all the above, the constitution requires a unanimous decision by the trustees, supported by at least three-quarters approval from members voting at a subsequent EGM. Although the initial action is by the trustees, the views and comments of members and other stakeholders will be used as the guiding factor.
If that is in favour, an Extraordinary General Meeting (EGM) called for a later date in order for members to vote on the matter. (Note that the constitution requires a vote to dissolve or change the status of SPS to take place at an EGM. This is simply a procedural point and doesn’t affect members’ ability to vote.)
Proxy votes from members unable to attend in person will be supported.
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