Rules and Articles
The reviewed Association rules below are those ratified by both the Executive Committee and the AGM held at Lewes on Saturday 11th September 2021.
1.1 Name The name of the Association shall be “The Royal Sussex Regimental Association Limited” (RSRAL).
1.2 Company RSRAL is a company limited by guarantee, registered in England and Wales (registration number 13808440). It is the controlling authority for all activities within the Association, including its charitable arm, The Royal Sussex Regimental Association Trust, and the Branches. Its Registered Office is at : 49 Friday Street, Eastbourne, East Sussex. BN23 8AR. The Company is regulated under the Companies Act 2006, by its Articles of Association and guided by these Rules.
1.3 Control Directors are appointed to sit on a Board through a process described under Rule 2. The Board is the ultimate authority for the affairs of the Association and it bears the responsibility and accountability for meeting the Association’s Objects, activities and conduct under Company and Charity Law and in accordance with these Rules.
1.4 Objects The Objects of the Association are:
- To safeguard and to promote the heritage of The Royal Sussex Regiment within the community.
- To foster comradeship and to safeguard the welfare of members of the Association, of former members of the Regiment and of their immediate dependents.
1.5 Constituents The Association has two constituent bodies falling within the authority of the Company:
- The Royal Sussex Regimental Association Trust (Charity Number : 210621) which is responsible for all charitable activity within the Association. RSRAL is the Sole Corporate Trustee of the Trust and as such the Directors of RSRAL take responsibility for all its activities.
- Branches. All Branches registered with RSRAL can conduct their legal business both commercial and charitable under the company’s authority and protection. Rule 4. lays down the operating procedures for registered branches.
2. DIRECTORS AND OFFICERS
2.1 General Directors are those who are appointed as unpaid volunteers to sit on the Board and who are successfully registered with Companies House. Their responsibilities and powers are laid down within the Articles of Association along with terms of office, retirement and disqualification. Officers are appointed by the Directors to manage specific areas within the Association. Their duties and powers are laid down within a job description (for individual roles) or within a Terms of Reference (for those chairing committees and working parties). These documents are, or will be available on the website, or from the Association Secretary.
2.2 Eligibility Any member of the Association is eligible to be considered as a Director. Directors must be able to meet and be willing to adhere to the criteria laid down in:
- The Charity Commission’s guidance on the Fit and Proper Persons Test;
- Companies House Duties of a Company Director;
- Charity Commission Guidance Trustee Board: People and Skills;
- The Association’s Code of Conduct for Directors.
2.3 Selection Once a vacancy is advertised any member of the Association may put himself or herself forward as a candidate for selection as a Director. Applications are to be submitted on the form at Annex A to the Secretary of the Nominations Committee. Applicants are to have the support of their Branch Chair (or Secretary if the Chair is applying) plus one other sponsor. It is the responsibility of the Nominations Committee to scrutinise all candidates’ applications and to submit proposals to the Board of Directors for a decision which must be ratified by members at the following AGM.
2.4 Co-option The Board of Directors may co-opt up to maximum of two members as Directors to advise or lead on a specific task for a limited period of up to 12 months which may be extended for one further term of up to 12 months with the approval of members at the AGM.
2.5 Chair The Articles of Association permit the Board of Directors to appoint one of their own as the Board’s Chair. Directors who wish to be considered for the role are to submit their names to the Secretary of the Nominations Committee. Once scrutinised by the Nominations Committee applications will then be forwarded to the Association President who will arrange for a ballot of the Directors. The successful candidate will be selected by a simple majority, the Association President holding a second, casting vote in the case of a tie.
2.6 President Through the Nominations Committee, candidates for the role of Association President may be proposed by the Board of Directors. The preferred candidates name will be tabled at the AGM for members approval before appointment.
3.1 Eligibility Association membership is open to all who are supportive of the Association’s Objects, noted at Rule 1.4, and who agree to actively promote the same.
3.2 Candidature New members will be welcomed on application by the submission of an application form already held by all local Branch Secretaries. Candidate members are to be proposed and seconded by existing members of any Branch and formally introduced to the supporting Branch members on at least one separate occasion before membership can be confirmed. Once the Branch Chair has satisfied himself or herself that the applicant is suitable, will support the Objects of the Association and will contribute to the wellbeing of the Branch, he or she may confirm the candidate’s membership in writing to the candidate and upon the successful receipt of the subscription (see Rule 3.5). Once confirmed, the application form is to be retained by the Branch with a copy submitted to the Company Secretary, whereupon the newly appointed member will be placed on the Associations Register of Members.
3.3 Entitlements Members are entitled to attend any Association or Branch activity, to enjoy the benefits of social grouping and to expect the welfare support of the Association where appropriate. Members should expect to receive regular communications from the Association to keep them in touch with events, activities and items of interest displayed through the website. It is incumbent upon members to ensure that their own contact details are up to date to allow this to happen efficiently. In addition to receiving periodic Association newsletters, members will have access to the Associations library of historical records including the tercentenary DVD compiled by the West Sussex County Record Office in 2001, Richard Buckman’s “The Royal Sussex Regiment Military Honours and Awards” and John Ainsworth’s Regimental History.
Members are entitled to have the Association Standards at their funeral, if available. Ex-Royal Sussex members may have use of the regimental flag.
3.4 Dress Code All members are entitled to wear The Royal Sussex Regiment tie, blazer badge and buttons and lapel badge. Ex servicemen and women who did not serve with the Royal Sussex may choose to wear their own Service, Arm or regimental accoutrements. Medals may be worn on appropriate occasions. On formal gatherings, members will be invited to wear a blazer with regimental badge, regimental tie, beret with cap badge and medals.
3.5 Subscriptions The receipt of a subscription by the Association Treasurer confirms an individual’s membership of the Association. Each Branch Treasurer is to arrange for the collection of subscriptions on an annual basis with effect the start of each new financial year. The Annual Subscription Roll, shown at Annex B, is to be submitted to the Association Secretary as well as the Association Treasurer, by all Branches. The rate of subscriptions will be reviewed annually by the Board of Directors and Branches will be informed of their decision in sufficient time for the annual collection. Officers are to pay the Officers subscription, at a level agreed by the Board of Directors, directly to the Association Treasurer. Branches may apply their own subscription in addition to the Association subscription. Income received from the subscriptions is to be available for all members to review in both the Branch and the Association accounts.
3.6 Conduct Members are expected to conduct themselves appropriately whilst with the Association. Should any member bring the Association into disrepute his or her membership may be revoked under the procedure laid down in the Association’s Complaints Policy.
3.7 Termination of Membership Branch Secretaries are to inform the Membership Director and the Association Secretary immediately of anyone whose membership is terminated for whatever reason.
4.1 Definition A Branch of the Association is a defined as grouping of members who, together, wish to support and develop the Objects of the Association.
4.2 Registration A Branch is a legal element of the Company, and therefore subject to rights and protections under Company and Charity Law, once its registration is lodged with the Association Secretary and approved by the Board of Directors. Forms of Registration are attached at Annex C.
4.3 Geography Branches may be formed in any part of the world. It is the intention that those registered in Sussex will be given operational boundaries by the Association Secretary so that the whole of the County is covered.
4.4 Purpose Branches are to further the Association’s Objects in the following ways:
- 4.4.1 Welfare Supporting members’ social needs by providing a network for members to benefit from vibrant, purposeful gatherings, visits and events on a regular basis, and in providing welfare advice in association with the local authority where required. Benevolence matters are covered under Rule 5.
- 4.4.2 Heritage Ensuring all members are aware of the Regiment’s history and of its many legacy connections in the County. Supporting efforts to promote the Regiment within the local community and specifically with local authorities. Maintaining links with Regular, Reserve and Cadet units in the local area. Maximising good PR opportunities and developing a relationship with the local media.
- 4.4.3 Recruitment Recruitment is a vital function for the Association’s continued existence. All members should be expected to actively pursue the introduction of suitable new members whose eligibility is outlined under Rule 3.1. In this respect Branches should make a particular effort to become aware of members of successor regiments and of ex-services organisations within their area.
- 4.4.4 Fundraising Branches may conduct fundraising activities under the authority of the Association’s Trust either in support of Association events or to bolster their own funds for charitable purposes. Such activities are to comply with local authority regulation.
4.5 Administration Branches are to create the following administrative functions:
- 4.5.1 Branch Officers Each Branch is to appoint a Chair, as the Branch’s lead who takes responsibility for all of the Branch’s operations and development, a Secretary, the Branch’s administrator, and a Treasurer who looks after the Branch’s finances. The Branch should also make arrangements to cover the responsibilities for Welfare and Membership/Recruitment either by the creation of a separate appointment or by being covered under a “double hatting” agreement with existing appointments. Other posts may be created to suit local requirements. All Branch Officers will be appointed by a simple majority of the members at that Branch’s AGM. Each term of office is for a one year period, renewable. Branch Secretaries are to inform the Association Secretary immediately of such appointments made.
- 4.5.2 Members Register The Branch Secretary is to maintain a list of members both past and present, with contact details. This register is to be audited annually with the Association Secretary. Compliance with General Data Protection Regulations, or its successor legislation, is an essential factor in the holding of personal information.
- 4.5.3 Accounts Each Branch is responsible for accounting for its cash, income, expenditure, and investments. A Year End income and expense sheet is to be produced after the close of accounts. A sample I & E sheet is at Annex D. Together with bank accounts, this is to be audited by the Association Treasurer who will thereafter submit a report of satisfaction or otherwise to the Board of Directors. Members are entitled to an update on their Branch’s financial position at their regular meetings.
- 4.5.4 Meetings A Branch may make arrangements to meet as required to discuss all business and social matters. A quorum for such meetings shall be one tenth of the membership, except for the AGM when it shall be one third. A special General Meeting of the Branch may be called when required or on the written demand of at least one third of the branch members.
- 4.5.5 AGM Branches shall hold an AGM each year for the purpose of receiving reports from its officers and committees, the Branch Accounts for the preceding year end, the election of Branch Officers, and any other business brought before the meeting.
- 4.5.6 Minutes Branches are to make available to all its members and the Association Secretary the Minutes of any formal meetings.
- 4.5.7 Annual Report An Annual Report to the Directors is to be submitted to the Association Secretary and available to all Branches. A template report is at Annex E.
4.6 Viability Branches will be deemed to be viable entities assuming sufficient numbers to actively pursue the Association’s Objects and to be able to administer themselves efficiently. This subjective assessment will be made locally and in conjunction with the Board of Directors which has the power to revoke a registration or place in suspended animation should it believe that viability is no longer present.
5.1 Ex Military Members In conjunction with the Welfare Director, Branches are to co-ordinate the application for benevolence on behalf of their ex military members. Applications may be made to any relevant regimental association or national body such as the Royal British Legion, BLESMA, Combat Stress etc., Ex Royal Sussex soldiers will be entitled to apply to the Princess of Wale’s Royal Regiment Benevolent Fund for support through their Branch Welfare Officer.
5.2 Other Members Those who have not served in the Armed Forces should seek support through their local authority and local charities with the assistance of the Branch Welfare Officer.
5.3 Association Benevolence The Association is empowered to enhance benefits, approved and agreed by other bodies, where deemed appropriate and recommended by the Association’s Welfare Director.
6.1 Management of the Association’s finances is the ultimate responsibility of the Directors who will appoint an Association Treasurer with delegated powers and whose specific responsibilities are laid down in a job description available to view by all members upon request.
6.2 The Association Treasurer is empowered to open bank accounts, manage investments with any appointed financial advisor, prepare periodic accounts including the Year End financial statements with the Association’s auditors and, annually, to submit audited accounts for filing with Companies House and the Charity Commission.
6.3 The Association Treasurer is to act as an advisor to Branch Treasurers, to ensure that Branches’ accounts are managed effectively and with integrity.
7. HONORARY APPOINTMENTS
7.1 The Directors may recommend to members at an AGM the appointments of:
- 7.1.1 Honorary Vice Presidents Those who have given exceptional service to the Association over a sustained period.
- 7.1.2 Honorary Members Those whose friendship or co-operation with the Association has been extraordinary noteworthy and who wish to retain the connection.
7.2 Honorary appointments are made for life unless the appointee wishes to relinquish the title for any reason. In exceptional circumstances the Directors may withdraw the honour, for example in the case of the Association’s name being brought into disrepute.
8. ASSOCIATION MEETINGS
8.1 The Board of Directors is to arrange an AGM open to all members of the Association on due notice of three weeks. Notice of a meeting, its agenda and any supporting papers are to be circulated to all members by e-mail and placed upon the website. Those members who have not registered an e-mail address with the Association Secretary and do not have IT facilities are entitled to receive such documentation by post.
8.2 Business to be discussed at that AGM is to include approval of the Minutes of the previous meeting, matters arising from the previous meeting, reports on activities throughout the Association covering the past, current and future, finance, notification of appointments, approval of honorary appointments and any other business.
8.3 The AGM is to be chaired by the Association President and led by the Association Chair.
8.4 All voting is to be conducted by a simply majority. The AGM Chair holds a second, casting vote, to be used in the case of a tied vote.
8.5 Members may table business they wish to be discussed at that meeting by submitting proposals in writing to the Association Secretary at least two weeks prior to the meeting.
8.6 Should members be unable to attend an AGM, they may register a proxy vote with the Association Secretary at least 72 hours prior to the start of the meeting. The form of Proxy is at Annex F.
8.7 Draft Minutes of the meeting are to be circulated to all members within three weeks of the close of the meeting.
9. AMENDMENTS TO THE RULES
9.1 The Rules may be amended by successful resolution at an AGM
9.2 Proposals for such amendments are to be seconded and submitted in writing to the Association Secretary at least two weeks prior to the AGM.