Item 20 - Maid of the Loch Trust
West Dunbartonshire Council · 18 December 2024
Back to West Dunbartonshire Council — 18 December 2024 and its agenda
Text extracted from the council's PDF. Layout and reading order may differ from the original.
Some pages contain no extractable text. They may be blank, graphics or scanned pages. OCR has not been applied.
Page 1
WEST DUNBARTONSHIRE COUNCIL Report by Chief Officer: Regulatory and Regeneration Council: 18 December 2024 Subject: Maid of the Loch Trust 1. Purpose 1.1 To ask Council whether it wishes to agree to changes to the status and constitutional documents of the Loch Lomond Steamship Company and the dissolution of the Maid of the Loch Trust. 2. Recommendations Council is asked to note the request from the current Directors of the Loch Lomond Steamship Company and determine whether, in line with the request, it agrees:- 1) To the proposed change of status of the Loch Lomond Steamship Company from a Company Limited By Guarantee to a Scottish Charitable Incorporated Organisation; 2) To appoint three trustees to the Maid of the Loch Trust; 3) To request the Trustees and the Directors appointed by the Trust to agree to the dissolution of the Trust and the former Limited Company and to approve the transfer of the Maid of the Loch and other assets to the new Scottish Charitable Incorporated Organisation; and 4) Assuming the approval of the same by the Trustees, to agree to the transfer of the Maid of the Loch and other assets to the new Scottish Charitable Incorporated Organisation. 3. Background 3.1 In 1995, Dumbarton District Council, which had acquired the Maid of the Loch paddle-steamer, agreed to transfer the ship and other assets to the Maid of the Loch Trust to assist with its preservation and renovation. 3.2 The Maid of the Loch Trust then transferred the vessel to its wholly owned company the Loch Lomond Steamship Company. 3.3 Following initial works to stabilise and preserve the vessel the Loch Lomond Steamship company has continued throughout the past 28 years to renovate the Maid of Loch with the ultimate aim of bringing it back to working (i.e. sailing) order. 3.4 Two of the current directors of the Loch Lomond Steamship Company (the Company) have contacted the Council to propose changes to the status and operation of the Company in order to address challenges they are encountering. ITEM 20
Page 2
4. Main Issues 4.1 The Directors of the Company have proposed that due to problems in the current Memorandum and Articles of Association (the internal rules that govern the Company) they believe they are unable to function properly and in particular the difficulties they have are preventing the company from taking decisions which may benefit the aims of the Trust and the Company which is a registered charity. 4.2 They have referred to the guidance from the Office of the Scottish Charities Regulator who state:- “A Charity’s constitution should set out clearly who the charity trustees are and ensure they are able to control the charity. Charity trustees should have the final responsibility for strategic planning and oversight of how the resulting strategy is implemented. Complex internal structures can hinder clear decision making, make governance and management overly time consuming and foster damaging internal disputes. A simple structure with a single governing body usually streamlines decision making and makes it clear who is accountable for decisions.” 4.3 On having taken advice from the SCVO the Directors believe that the best way to achieve this simplicity and single governing body is to create a Scottish Charitable Incorporated Organisation (generally referred to as a SCIO) to take on this role and for the Trust to be wound up as it is currently viewed as having no real role. 4.4 The benefits the Directors see is the ability to introduce wider participation by parties who would have the freedom to implement the initiatives which the board determines were appropriate. Without the changes it has been suggested that the Board will struggle to recruit Directors, Volunteers and to find funders as they will be frustrated by the inability to take forward the steps necessary to preserve and renovate the vessel. 4.5 It was also suggested that the change would encourage funders, though this suggestion seemed incidental to the overall desire for change and was not discussed at length. 4.6 What is clear is that the Directors feel that the current non participation of the Council and indeed other Trustees directly in plans for the Maid of the Loch is having a detrimental effect in terms of the ability to move forward with their ambitious plans. At present the Trust is moribund with no current trustees. In order to take make any progress either under the current structure or the new proposed SCIO, it would be necessary for the Council to appoint Trustees and to encourage the other bodies named in the Trust Deed (The Paddlesteamer Preservation Society and Visit Scotland (as successor to the Tourist Board) to do likewise to allow decisions to be taken. 4.7 The Directors believe that the new SCIO structure would lead to a more dynamic and democratised approach to the renovation and ultimately, operation, of the
Page 3
Maid of the Loch. 4.8 Having considered the proposal the Chief Officer Regulatory and Regeneration sees merit in an overhaul of the current arrangements and in particular the Trust arrangements. 4.9 At present, the sole purpose of the Trust appear to be to ensure the Maid of the Loch can be retained on the loch and that decisions around its future reflect that. Within the trust there is a clawback that returns the Maid of the Loch to the Council in the event of the Trust being wound up. It is not clear how this would operate with regard to the Loch Lomond Steamship Company itself, but the Trustees would be bound to try to give effect and that in itself may be sufficient to prevent alienation of the vessel as the Trustees form the voting members of the Company. 4.10 The Chief Officer Regulatory and Regeneration has expressed some concerns that a SCIO, unlike a Company Limited by guarantee, has no legal personality beyond the bound of its charitable status, whereas a limited company has i.e. if it loses its charitable status, it still exists and its assets still belong to it. A SCIO on the other hand, on ceasing to meet charitable aims, ceases to exist and it is for the Scottish Charities Regulator to then determine what happens to its assets. Generally these are distributed to charities with similar aims but if the asset is actually viewed as a potential burden, the SCIO cannot compel anyone to take it on or to retain it in the area (albeit the point has been well made that the ship could not be transported off the Loch in one piece). Both SCIO’s and Limited Companies are subject to normal insolvency rules. 4.11 While the risk of someone transporting the Maid of the Loch off Loch Lomond as a going concern i.e. in one or more piece capable of re-assembly, is so remote as to be negligible, there considered to be is a definite enhanced risk of loss of the ship to scrappage albeit discussions with the Council, Loch Lomond Steamship Company and OSCR may limit that risk prior to any change in status. 4.12 The Chief Officer Regulatory and Regeneration believes that it may be possible to address the concerns raised to date about the current arrangement by renewing the Trust terms and the Memorandum and Articles of Association, however it may be that further discussion with the Directors will be able to clarify whether this approach could possibly work and whether it would be preferable in the round to all parties. 4.13 If Members are not sufficiently confident that the transfer to a SCIO is the correct way forward at this stage, it is suggested that the following alternative approach could be considered. • The Trustees are appointed as per recommendation 2(2). • The Chief Officer Regulatory and Regeneration write to the other nominating bodies under the trust to ask them to do likewise. • The Trustees and representatives of the Council meet with the
Page 4
Directors of the Loch Lomond Steamship Company to identify in detail the advantages and disadvantages of both approaches and arrive at a consensus on the way forward. • Whether or not a consensus is reached, a further report will follow to Council with a recommendation on how to proceed. 5. Options Appraisal 5.1 An Options Appraisal is not required for this report. 6. People Implications 6.1 There are no People Implications associated with this report. 7. Financial and Procurement Implications 7.1 There are no financial implications for the Council associated with this report and no procurement activity is anticipated. 8. Risk Analysis 8.1 The risks associated with the proposal are identified in paragraphs 4.4, 4.6,and 4.9 - 4.11 of the Report. Possible routes to mitigate such risks are suggested at 4.12 to 4.13. 9. Equalities Impact Assessment (EIA) 10. A screening identified no Equalities Impact issues. 11. Consultation 11.1 The Chief Officer of Resources has been consulted in relation to this report. 12. Strategic Assessment The proposal can be seen as relevant to our ambition for Resilient and Thriving Communities. Name: Alan Douglas Designation: Chief Officer: Regulatory and Regeneration Date: 5 December 2024 Person to Contact: Alan Douglas; Tel: 013897377801 Appendices: None
Page 5
Background Papers: EIA Screening Wards Affected: Ward 1
Page 6
No embedded text on this page.