1          Constitution

1.1       The name of the Association shall be “The Royal Sussex Regimental Association Limited” (referred to throughout these rules as ‘the Association’ or ‘RSXRAL’).

1.2       The Association is a company limited by guarantee, registered in England and Wales (company number 13808440). It is the controlling authority for all activities within the Association, including the charitable trusts of which the Association is sole corporate trustee. Its Registered Office is: 201 Braeside Avenue, Patcham. BRIGHTON, East Sussex BN1 8SP. The Association is regulated under the Companies Act 2006, and by its Articles of Association and guided by these Rules.

1.3       Directors are appointed to sit on a Board through a process set out in Article 24 and 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. The Board oversees the central activities of the Association and provides support and guidance to the affiliated Branches.

1.4       The Objects of the Association can be summarised as (and set out more particularly in Article 2):

1.4.1    To safeguard and to promote the heritage of The Royal Sussex Regiment within the community.

1.4.2    To foster comradeship and to safeguard the welfare of members of the Association, of former members of the Regiment and of their immediate dependents.

1.4.3    To preserve and maintain the contents of the former museum of the Royal Sussex Regiment.

1.4.4    To act as a trustee of charitable trusts.

1.5       The only company law members of the Association are the Directors from time to time (referred to throughout these Rules as the ‘Company Members’). In accordance with Article 30, the Directors have established classes of associate members^[1] to which support of the Association can be admitted (referred to throughout these Rules as ‘members of the Association’). For the avoidance of doubt, the members of the Association (i.e. the class of associate members) are not company law members and do not have company law voting rights.

1.6       The Association is the sole corporate trustee of two charitable trusts.  The two trusts are The Royal Sussex Regiment 1939/1945 War Memorial Fund (Charity Number: 210621) and The Royal Sussex Regiment Museum Trust (Charity Number 271941).

2          Directors and Officers

2.1       Directors are those who are appointed (in accordance with Article 24) as 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 to be made available on the website or from the Association Secretary.

2.2       Subject to Article 24.2, 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:

2.2.1    The Charity Commission’s guidance – Fit and Proper Persons Test.

2.2.2    Companies House Duties of a Company Director.

2.2.3    Charity Commission CC3 The Essential Trustee.

2.2.4    Charity Commission Guidance Trustee Board: People and Skills.

2.2.5    The Association’s Code of Conduct for Directors.

2.3       Once a vacancy is advertised any member of the Association may put themselves forward as a candidate for selection as a Director.    Applications are to be submitted, on the form at Annex A, to the Chair of the Nominations Committee^[2].  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 Association General Meeting (AGM).

2.4       The Board of Directors may co-opt up to a maximum of two members as non-voting 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       The Articles of Association (Article 26.1) permit the Board of Directors to appoint one of their own Directors as the Board’s Chair.  Directors who wish to be considered for the role, as a vacancy arises, are to submit their names to the Chair of the Nominations Committee. Once scrutinised by the Nominations Committee applications will then be forwarded to the President who will arrange for a ballot of the Directors.  The successful candidate will be selected by a simple majority, the chair of the meeting shall hold a second, casting vote in the case of a tie.

2.6       Through the Nominations Committee, candidates for the role of President may be proposed by the Board of Directors under Article 26.1.   The preferred candidate’s name will be tabled at the AGM for members’ approval before appointment.

3          Membership

3.1       In accordance with Article 30, the Directors establish within these Rules the associate membership class.   Associate membership of the Association 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       Those who wish to be actively associated with the Association may choose from the following categories:

3.2.1    Branch Member – For those who wish to join an affiliated Branch.

3.2.2    Non-Branch Member – For those who do not wish or are not able to join an affiliated Branch.

3.2.3    Friend – For those who may feel they have only tenuous links with the Association but wish to support its Objects.  This category retains the rights of membership but without the ability to vote at meetings.

3.3       New members will be welcomed by the submission of an application form either held by Branch Secretaries or the Association Secretary.  Branch 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 3.6).  Once confirmed, the application form is to be retained by the Branch with a copy submitted to the Association Secretary, whereupon the newly appointed member will be placed on the Association’s Register of Members. Non-Branch members and Friends will dispatch their application form to the Association Secretary.

3.4       All categories of 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 (see Rule 5).  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 occur efficiently.  In addition to receiving periodic Association newsletters, members will have access to the Association’s 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.

3.5       All members are entitled to wear The Royal Sussex Regimental Association tie, blazer badge, buttons and lapel badge. Ex servicemen and women who did not serve with 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 association tie and medals. Berets may be worn if the occasion warrants it.

3.6       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 Association Secretary will ensure that subscriptions for Non-Branch members and Friends are collected centrally. The Annual Subscription Roll, shown at Annex B, is to be submitted to the Association Secretary by Branches.  The rate of subscriptions will be reviewed annually by the Board of Directors, and members will be informed of their decision in sufficient time for the annual collection.  Branches may apply their own subscription in addition to the Association subscription.  Income received from subscriptions is to be available for all members to review in both the Branch and Association accounts.

3.7       Members are expected to conduct themselves appropriately whilst with the Association.  All members are to be treated with respect and consideration.  Should any member fall beneath these standards and/or bring the Association into disrepute his or her membership may be revoked under the procedures laid down in the Association’s Complaints and Grievance Procedure  policy.

3.8       Branch Secretaries are to inform the Association Secretary immediately of anyone whose membership is terminated for whatever reason. Those who have their membership terminated under Rule 3.7 may appeal that decision after a period of not less than 12 months under the Complaints and Grievance Procedure.

4          Branches

4.1       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       Affiliated Branches are unincorporated associations in their own right.  Their right to be recognised by the Association is exercised through their successful application to register affiliated status with the Association.  The branches that were previously affiliated to the unincorporated Association (of which the Association is the corporate successor) are entitled to be recognised as affiliated branches of the Association subject to complying with the provisions of these Rules.

4.3       A Branch is a group affiliated to the Association and approved as such by the Board of Directors of the Association. Forms of Affiliation are attached at Annex C.  This provides a Charter of Affiliation by which the Association requires Branches to observe and abide by the objects, ethos, Rules and standards required by the Association.

4.4       Branches may be formed in any part of the world.  Those registered in Sussex will be given operational boundaries by the Association Secretary so that the whole of the County is covered.

4.5       Branches are to further the Association’s Objects in the following ways:

4.5.1    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.

4.5.2    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.

4.5.3    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.

4.5.4    Fundraising – Branches may conduct fundraising activities with the approval of the Board of Directors, in support of Association events or to bolster their own funds for charitable purposes.  Such activities are to comply with local authority regulation.  The use of one of the Association’s Trust numbers in support of charitable events may only be authorised by the Association Secretary.

4.6       Branches are to create the following administrative functions:

4.6.1    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.

4.6.2    Members’ Register – The Branch Secretary is to maintain a list of members 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 gathering, holding, using and deleting of personal information.

4.6.3    Accounts – Each Branch is responsible for accounting for its cash, income, expenditure and investments.  A Year End income and expense (I & E) 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 examined 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.

4.6.4    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.

4.6.5    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.

4.6.6    Minutes – Branches are to make available to all their members and to the Association Secretary, the minutes of any formal meetings.

4.6.7    Annual Report – An Annual Report to the Directors is to be submitted to the Association Secretary and made available to all Branches.  A template report is at Annex E.

4.7       Branches will be deemed to be viable entities assuming they maintain a sufficient number of members to effectively 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 terminate an affiliation or designate the Branch as dormant should it believe that viability is no longer present.

4.8       The Directors may resolve to disaffiliate any Branch for any reason. Any Branch Members of a branch that has been so disaffiliated shall remain members of the Association as Non-Branch members in accordance with Rule 3.2.2.

5          Benevolence

5.1       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 Royal British Legion, BLESMA, Combat Stress etc;.  Ex-Royal Sussex soldiers will be entitled to apply to the Princess of Wales’s Royal Regiment Benevolent Fund for support through their Branch Welfare Officer.

5.2       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       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          Finance

6.1       Management of the Association’s finances is the ultimate responsibility of the Directors who will appoint an officers or officers, including an Honorary Treasurer with delegated powers and whose specific responsibilities are laid down in a Job Description available to view by all members on request.

6.2       The Treasurer is empowered to open bank accounts, manage investments with any Board appointed financial advisor, prepare periodic accounts including the Year End financial statements and, annually, to submit audited accounts for filing with Companies House.

6.3       The  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 as a whole over a sustained period.

7.1.2.   Honorary Members – Those whose friendship or co-operation with the Association has been extraordinarily 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 Association General Meeting (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 on the website.  Those members who have not registered an e-mail address with Association Secretary and do not have IT facilities are entitled to receive such documentation by post, assuming they have lodged those relevant postal details with the Association Secretary.

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 plans, 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 simple majority.  The AGM Chair holds a second, casting vote, to be used only 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       Proposals to amend these Rules may passed by resolution at an AGM, subject to approval and formal adoption by the Directors in accordance with Article 22.

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.

10        Status

10.1     The status of this document, RSX DAR001-02, is APPROVED by the Board as of the 5 June 2023, and ratified by the Association Members at the AGM 16 September 2023.

Annexes

A/. Application for Directorship.

B/. Annual Subscription Roll.

C/. Branch Agreement of Affiliation.

D/. Sample Income & Expenditure Template.

E/. Branch Annual Report Template.

F/. Form of Proxy.

[1] See Rule 3 for further regulations around the classes of associate membership

[2] Established in accordance with Article 9