Constitution of the Association of Wrens

CONSTITUTION
OF THE ASSOCIATION OF WRENS and
Women of the Royal Naval Services September 2018

(Revised 1991, 2001, 2012, 2015 and 2018)

1. NAME

The name of the Charity will be “The Association of Wrens and Women of the Royal Naval Services”, Charity No. 257040. It was formed in 1920 under the guidance of Dame Katharine Furse and is affiliated to the Women’s Royal Naval Service Benevolent Trust (WRNSBT).

2. OBJECTS

The Objects of the Charity are to promote the efficiency of the women in the Royal Navy (RN) in the following ways:

a) Celebrating past achievements, preserving the history and traditions, fostering esprit- de-corps and comradeship and encouraging personnel to benefit from the experience of former members of said Service and of their predecessors in the Women’s Royal Naval Service (WRNS), in particular, but not exclusively, by maintaining contact and binding together in practical friendship with each other.

b) Where necessary refer former serving members of the WRNS and serving and retired RN women and their dependants to the appropriate service charity or charities.

3. MEMBERSHIP

a) Membership is open to anyone who has served in the WRNS, WRNR, and VAD together with past and serving women of the Royal Navy and Royal Naval Reserve, and in former or current Commonwealth Naval Services.

b) Membership may be terminated by a majority agreement at a properly constituted Trustees’ Meeting. The member concerned shall have the right to be heard, accompanied by a relative, friend or advocate (if wished) before a final decision is made.

c) Trustees shall be responsible, in accordance with current legislation, for a database of members held by the Association. Members may inspect their own entry on request.

d) Every member will receive a magazine entitled “The Wren” at intervals to be determined by the Trustees. The Trustees may maintain a website; place articles and advertisements in Service, Veterans’ and commercial publications and websites, encourage the holding of National and Regional Reunions and attendance at military and community events.

4. PRESIDENT

a) The Association of Wrens will have a President appointed at an Annual General Meeting (AGM) who may serve for 5 years, and may be re-appointed. The President may attend Trustee meetings but may not vote, (except as laid down in 5. c).

b) After consultation with the Trustees and Vice Presidents the retiring President, shall prior to the AGM, announce her successor.

c) The President may invite members who have made a significant contribution to the Association to serve as Vice-Presidents for life.

5. TRUSTEES

a) The Charity will be managed and administered by a maximum of 13 Trustees, representing the whole membership, including the Chairman, Vice-Chairman and an appointed Honorary Treasurer, who must all be members of the Association. The Chairman will have a casting vote.

b) Prior to the AGM in an election year, the Trustees will call for nominations from the membership for Chairman, duly proposed and seconded. Each nominee must alreadyhave served as a Trustee and will submit information required by the Trustees together with their affirmation of willingness to stand.

c) Under the chairmanship of the President, the Trustees will elect a Chairman, who may serve for 3 years from the date of the AGM. When electing the Chairman the President

will, in the event of a tie, have a casting vote.

d) The Chairman will appoint a Vice Chairman who must be a member of the Association, and ideally have served as a TrusteeThis appointment must be ratified by the other Trustees. If the appointee is a serving Trustee the resultant vacant post must be filled by co-option.

e) The Trustees will appoint the Honorary Treasurer and when necessary fill any vacancies among Trustees by co-option.

f) Nominations by Association members of candidates for selection as Trustees, duly proposed and seconded, with the written consent of the nominee, together with an attached declaration of eligibility to serve as a Trustee, must reach the administrators by a date to be announced in “The Wren”. A description of the Duties of Trustees will be published in the same copy of “The Wren”. With the affirmation of their willingness to stand, the nominee will be required to submit details of such skills they would bring to the duties of a Trustee.

g) Trustees will be elected by postal vote of the Association members. Ballot papers will be enclosed with “The Wren” magazine with instructions to return to the administrators at least one week prior to the AGM. The Association shall endeavour to elect a combination of Branch, non-Branch and serving membersThese elections will be repeated annually as required.

h) Trustees shall serve for 3 years and be eligible for re-election for a consecutive period of 3 years. They shall again be eligible for nomination after an absence of 2 years.

i) The Trustees shall hold a minimum of three Trustee meetings a year.

j) An Annual General Meeting will be held. An Out of Town Meeting and other General

Meetings will be held at the discretion of the Trustees. All Members of the Association are welcome to attend.

k) The Trustees may appoint administrators as necessary, an Honorary Public Relations Officer (PRO) and Editorial Team members. The Honorary Public Relations Officer (PRO) and Editorial Team members may stand for election as Trustees if eligible under paragraph 5f.

l) The Chairman of the WRNSBT or her representative, and the Honorary PRO may be invited to attend Trustee meetings but may not vote.

m) The Trustees may also invite any person to attend Trustee Meetings in an advisory or informational capacity. Invited attendees should only be present for the business for which they have been invited.

n) A Trustee may appoint another trustee to act on her behalf at meetings of the Trustees.

o) The Trustees may delegate any of their powers or functions to a committee of two ormore Trustees, but the terms of any such delegation must be recorded in the minute book.

p) The Trustees must keep minutes of all appointments of Officers and Trustees made by

them, proceedings at meetings of the Charity, names of the Trustees present, decisions made at the meetings and relevant reasons.

q) Except with prior written approval of the Charity Commission, no Trustee may receive any benefit in money or in kind from the Association or have a financial interest in the supply of goods or services to the Association.

r) Seven Trustees shall form a quorum.

s) Trustees who, without valid reasons, fail to attend two consecutive Trustees’ meetings, including the Annual General Meeting and Out of Town Meeting, may be asked by the Chairman to stand down.

6. POWERS

a) Trustees will raise funds for the Association by means of membership fees agreed annually. The Association must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations.

b) Trustees must comply with their obligations under the Charities Act in accordance with provisions in paragraph 7.

c) Trustees shall do all lawful things as are necessary for the achievement of the Objects. Trustees may regulate their proceedings as they think fit, subject to the provisions of this

Constitution.

d) The Constitution may be amended by a resolution passed by not less than two thirds of Trustees present at a properly constituted meeting. Such amendments are to be approved by two thirds of members present and voting at a General Meeting. The notice of the meeting must include notice of the motion setting out the terms of the amendment proposed. No amendment may be made to Paragraphs 2 and 5(q), without prior written approval of the Charity Commission. No amendment may be made which would have the effect of making the Association cease to be a charity at law. A copy of any amendment made must be promptly sent to the Charity Commission.

e) Trustees will review the Constitution every 3 years.

7. FINANCE

a) The Finance Committee will comprise of the Association Chairman, the Vice Chairman, the Honorary Treasurer and 3 other Trustees. The Committee will elect its Chairman at its first

meeting following the AGM. The Committee may invite advisors to attend meetings at their discretion.

b) The Honorary Treasurer will report to the Trustees on the efficient, effective and legal management of the Association finances.

c) Association bank accounts and investments will be held under the name “The Association of Wrens”.

d) Instruments drawn on Association funds will be signed by any two of the authorised signatories in accordance with Association finance terms of reference.

e) The Trustees will receive an audited financial report at a meeting prior to the AGM.

f) The Trustees may delegate responsibility for management of their investments to an appointed investment manager. The terms of the delegation must be recorded in the minute book.

g) The Trustees must comply with their obligations under the Charities Act with regard to keeping accounts, preparing annual Statements of Accounts and transmitting the Annual Report and Annual Return to the Charity Commission.

8. DISSOLUTION

If the Trustees decide that it is necessary or advisable to dissolve the Association, they shall realise any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred by the Trustees to the WRNSBT, or other Naval charities which support past or serving women in the Royal Navy and Royal Naval Reserve as decided by the Trustees.

9. BRANCHES

The Association seeks to achieve its Object efficiently and effectively through a network of Branches, Informal Groups and wider membership. The Branches are affiliated to the Association based on a Memorandum of Understanding i.e. The Constitution. There is no mutual ownership of assets or liabilities, and each Branch has independent autonomy over their individual operations including finances. The Branches do not share the Association’s charitable status, but are in no way precluded from seeking and using charitable status in their own right should they wish to do so.

The registered charity number of the Association IS NOT to be used by any of the affiliated Branches for any purpose.

  1. a)  Application to form a Branch, at home or overseas, must be made to the Association Headquarters.

  2. b)  New Branches must be approved by the Trustees.

  3. c)  Branches must have a person or persons to act as Chairman, Treasurer, Secretary and Branch

    Representative.

  4. d)  Members of Branches must be members of the Association. A list of current members must be confirmed to Headquarters by 31st March annually together with the Branch annual return.

  1. e)  Branches must be financially self-supporting. Annual local subscriptions shall be determined by the Branch.

  2. f)  It is recommended that the financial year of Branches should coincide with that of the Association and that instruments drawn on Branch funds be signed by two authorised members of the Branch.

  3. g)  Branch accounts must be kept in a manner that satisfies their membership and does not bring the Association into disrepute.

  4. h)  As part of their activities Branches are encouraged to work on behalf of the Association of Wrens and the WRNSBT. This is in addition to supporting other charities or fund-raising activities of their choice.

i) In the event of the dissolution of a Branch, all assets of the Branch shall be realised and all debts and liabilities discharged, any remaining funds shall be disposed of as agreed by the Branch membership. The advice of Association Headquarters should be sought regarding the ultimate disposal of relevant archives and women’s service memorabilia (WRNS and RN).

10. INFORMAL GROUPS
Informal groups are encouraged to register with the Association HeadquartersMembers of registered

Informal Groups should ideally be members of the Association.
Branches who become Informal Groups will automatically become registered and therefore eligible to receive support from the Association. Groups being set up independently should apply for adoption by the Trustees before becoming a registered Informal Group.

Members joining the Association may obtain details of their nearest Branch or Group from Association Headquarters.

29th September 2018

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ANNEXE A TO THE CONSTITUTION OF THE ASSOCIATION OF WRENSTRUSTEES’ DUTIES AT A GLANCE

Ensure your charity is carrying out its purposes for the public benefit

➢ You and your co-trustees must make sure that the charity is carrying out the purposes for which it is set up, and no other purpose. This means you should:

• ensure you understand the charity’s purposes as set out in its governing document
• plan what your charity will do, and what you want it to achieve
• be able to explain how all of the charity’s activities are intended to further or support its purposes • understand how the charity benefits the public by carrying out its purposes

➢ Spending charity funds on the wrong purposes is a very serious matter; in some cases trustees may have to reimburse the charity personally.

Comply with your charity’s governing document and the law

➢ You and your co-trustees must:

• make sure that the charity complies with its governing document
• comply with charity law requirements and other laws that apply to your charity

➢ You should take reasonable steps to find out about legal requirements, for example by reading relevant guidance or taking appropriate advice when you need to.

Act in your charity’s best interests

➢ You must:

• do what you and your co-trustees (and no one else) decide will best enable the charity to carry out its purposes

• with your co-trustees, make balanced and adequately informed decisions, thinking about the long term as well as the short term

• avoid putting yourself in a position where your duty to your charity conflicts with your personal interests or loyalty to any other person or body

• not receive any benefit from the charity unless it is properly authorised and is clearly in the charity’s interests; this also includes anyone who is financially connected to you, such as a partner, dependent child or business partner

Manage your charity’s resources responsibly

➢ You must act responsibly, reasonably and honestly. This is sometimes called the duty of prudence. Prudence is about exercising sound judgement.

➢ You and your co-trustees must:

• make sure the charity’s assets are only used to support or carry out its purposes • avoid exposing the charity’s assets, beneficiaries or reputation to undue risk
• not over-commit the charity
• take special care when investing or borrowing

• comply with any restrictions on spending funds or selling land

You and your co-trustees should put appropriate procedures and safeguards in place and take reasonable steps to ensure that these are followed. Otherwise you risk making the charity vulnerable to fraud or theft, or other kinds of abuse, and being in breach of your duty.

Act with reasonable care and skill

➢ As someone responsible for governing a charity, you:page6image5838096

• must use reasonable care and skill, making use of your skills and experience and taking appropriate advice when necessary

• should give enough time, thought and energy to your role, for example by preparing for, attending and actively participating in all trustees’ meetings

Ensure your charity is accountable

➢ You and your co-trustees must comply with statutory accounting and reporting requirements. You should also:

• be able to demonstrate that your charity is complying with the law, well run and effective
• ensure appropriate accountability to members, if your charity has a membership separate from the trustees

• ensure accountability within the charity, particularly where you delegate responsibility for particular tasks or decisions to staff or volunteers

FURTHER GUIDANCE ON THE RESPONSIBILITIES OF A TRUSTEE IS TO BE FOUND IN THE

PUBLICATION
CC3 THE ESSENTIAL TRUSTEE: WHAT YOU NEED TO KNOW, WHAT YOU NEED TO DO.
Dated 1 March 2012, latest updated 3 May 2018. 
www.charitycommission.gov.uk

 

 

29 September 2018