Constitution of the Association of Wrens and Women of the Royal Naval Services

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 Katherine Furse and is affiliated to the Women’s Royal Naval Service Benevolent Trust (WRNSBT).

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

  1. 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.
  2. 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.
  1. Membership is open to serving and former women members of all Royal Naval Services, and in former or current Commonwealth Naval Services (the “Members” or “Membership”). Royal Naval Services includes current and former women of the WRNS, Royal Navy (“RN”), RN Nursing Service (“QARNNS”), RN Reserve (“WRNR” / “RNR”), Royal Fleet Auxiliary (“RFA”) and Corps of Royal Marines (“RM”), and for the avoidance of doubt, each service as they were formerly known and/or may be referred to in the future.
  2. 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.
  3. Trustees shall be responsible for the maintenance and management of a central database of Members in accordance with current legislation. Members may inspect their own entry on request, in accordance with current legislation.
  4. Every member shall be issued a magazine titled “The Wren” at intervals to be determined by the Trustees
  5. To help promote and raise awareness of the Association, the Trustees may:i. maintain a website;ii. operate relevant social media platforms, including, but not limited to, Facebook, Instagram and Twitter;

    iii. place articles and advertisements in Service, Veterans’ and commercial publications and websites,

    iv. encourage the holding of National and Regional Reunions and attendance at military and community events.

  6. Members joining the Association may obtain details of their nearest Branch or Informal / Virtual Group(s) from the Association Headquarters or the website.
  1. The Association shall have a President, who shall be a Member of the Association, appointed at an Annual General Meeting (“AGM”) who may serve for five (5) years, and may be re-appointed, by mutual agreement of the then current post-holder, the Vice-Presidents and the Trustees.
  2. The President may attend Trustee meetings but may not vote, except as laid down in 5. c).
  3. Following consultation with the Trustees and Vice-Presidents, the retiring President shall, prior to the AGM, announce her successor, who shall be a Member of the Association.
  4. The President, following consultation with the Vice-Presidents and Trustees, as applicable, may invite Members who have made a significant contribution to the Association to serve as Vice-Presidents for life
  1. The Charity shall be managed and administered by a maximum of thirteen (13) Trustees, collectively representing the whole of the Association Membership, including the Chairman, Vice-Chairman and an appointed Honorary Treasurer who shall all be Members of the Association. The Chairman shall have a casting vote. The Trustees shall at all times act in the best interests of the Association as a whole.
  2. Prior to the AGM, in an election year, the Trustees shall call for nominations from the Membership for a Chairman, duly proposed and seconded by Association Members. Each nominee should ideally, but not necessarily (see 5. d) below), have served as a Trustee. Each nominee must affirm their willingness to stand and prior to election should submit such information as is required by the President and the Trustees.
  3. Under the chairmanship of the President, the Trustees shall elect a Chairman, who may serve for a maximum of three (3) years from the date of the AGM. When electing the Chairman the President shall, in the event of a tie, have a casting vote. Trustees unable to attend the appropriate Meeting may vote by direct communication to the President in advance or nominating a proxy.
  4. The Chairman shall appoint a Vice-Chairman, who shall serve concurrently with the Chairman, or for such other time period as may be agreed by the Trustees, who shall be a Member of the Association, but need not have served as a Trustee. In the event that the Chairman has not been a Trustee previously, then the appointed Vice-Chairman shall have been a Trustee previously. This appointment shall be ratified by the other Trustees. If the appointee is a serving Trustee, which results in a vacant post, the vacancy shall be filled by co-option from the Membership. The Trustees shall agree the co-option requirements, as applicable, in the event of such a situation arising.
  5. The Trustees shall appoint an Honorary Treasurer, who shall be a Member of the Association, and may serve for a period of five (5) years, and they shall be eligible for re-appointment. This post requires a long-term commitment and therefore, in the interest of continuity and expertise, shall not be limited to the same term of three (3) years as other posts are. The Honorary Treasurer shall not be replaced at the same time as the Chairman.
  6. The Trustees may, when necessary, fill any Trustee vacancies by co-option from the Membership.
  7. 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 shall be published in the same copy of “The Wren”. With the affirmation of their willingness to stand, the nominee shall be required to submit details of such skills they would bring to the duties of a Trustee.
  8. Trustees will be elected by postal and/or electronic voting of the Association Members. Ballot papers shall be enclosed with “The Wren” magazine with instructions to return to the Administrators at least one (1) week prior to the AGM. The Association shall endeavour to elect a combination of Branch, non-Branch and serving Members. These elections shall be repeated annually as required.
  9. Trustees shall serve for three (3) years and be eligible for re-election for a consecutive period of three (3) years. They shall again be eligible for nomination after an absence of two (2) years.
  10. The Trustees shall hold a minimum of three (3) Trustee meetings a year, either in person or via video conference, as required. Trustees should attend in person, except in exceptional circumstances, where agreed in advance by the Chairman, when the Trustee(s) may attend an otherwise in-person Meeting via video-conferencing.
  11. Seven (7) Trustees shall form a quorum.
  12. Trustees who, without valid reason(s), fail to attend two (2) consecutive Trustees’ Meetings, which includes the AGM and Out of Town (“OOT”) Meeting, may be asked by the Chairman to stand down.
  13. An AGM and a minimum of one (1) General Meeting, held as an OOT Meeting, shall be held each year. Other General Meeting(s) may be held at the discretion of the Trustees, and notification of such Meeting(s) shall be issued and all Members of the Association are welcome to attend.
  14. The Trustees shall, as necessary, appoint salaried Administrator(s) to the Association.
  15. The Trustees may, as necessary, from time-to-time appoint:i. A Communications & Marketing Advisor; andii. an Honorary Editor, who may serve as long as the post-holder and the Trustees are in agreement and in any event shall be reviewed every five (5) years.

    The Communications & Marketing Advisor and the Honorary Editor may stand for election as Trustees if eligible under paragraph 5. 7)

  16. The Chairman of the WRNSBT, or her representative, may be invited to attend Trustee Meetings but may not vote and shall be required to leave the Meeting whilst a vote is taking place.
  17. The Trustees may also invite any person, including, but not limited to, the Communications & Marketing Advisor and/or Honorary Editor, to attend Trustee Meeting(s) in an advisory or informational capacity. Invited attendees should only be present for the business for which they have been invited and shall have no voting rights.
  18. A Trustee may appoint another Trustee to act on her behalf at Meetings of the Trustees.
  19. The Trustees may delegate any of their powers or functions to a committee of two (2) or more Trustees, and the terms of any such delegation shall be recorded in the Minutes.
  20. The Trustees shall 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.
  21. 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.
  1. Trustees shall raise funds for the Association by means of Membership subscription fees agreed annually. The Association shall not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations.
  2. Trustees shall comply with their obligations under the Charities Act in accordance with provisions in paragraph 7.
  3. 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.
  4. Trustees will review the Constitution every three (3) years.
  5. 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 shall include notice of the motion setting out the terms of the amendment proposed. No amendment may be made to Paragraphs 2 and 5(u), 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 shall be promptly sent to the Charity Commission
  1. The Finance Committee shall comprise of the Association Chairman, the Honorary Treasurer and a minimum of three (3) other Trustees. The Committee shall elect its Chairman at its first Meeting following the AGM. The Committee may invite advisors to attend Meetings at their discretion.
  2. The Honorary Treasurer shall report to the Trustees on the efficient, effective and legal management of the Association finances.
  3. Association bank accounts and investments shall be held under the name “The Association of Wrens”.
  4. Instruments drawn on Association funds shall be signed by any two (2) of the authorised signatories in accordance with Association Finance Terms of Reference.
  5. The Trustees will receive an audited financial report at a meeting prior to the AGM.
  6. 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.
  7. The Trustees shall 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.
  1. 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.
  2. 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 relevant Royal Naval Services as decided by the Trustees.
  1. The Association seeks to achieve its Object efficiently and effectively through a network of Branches, Informal / Virtual Groups and wider Membership
  2. The Branches are affiliated to the Association based on their agreement to uphold the principles and objectives of the Association as articulated in this Constitution. Subject to all obligations being fulfilled by the Branch in terms of their interaction with the Association, Branches shall be covered by the Association’s Branch Public Liability Insurance Policy (“PLI”) for which payment is levied.
  3. There is no mutual ownership of assets or liabilities, and each Branch has independent autonomy over their individual operations including finances.
  4. 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.
  5. The registered charity number of the Association IS NOT to be used by any of the affiliated Branches for any purpose.
  6. Members of Branches must be Members of the Association and a list of current Members shall be confirmed to the Association Headquarters by 31st March annually, together with the Branch annual return.
  7. Branches shall have a person or persons to act as Chairman, Treasurer, Secretary and Branch Representative, duly elected by the Membership of the Branch.
  8. Branches shall be financially self-supporting. Annual local subscriptions shall be determined by the Branch Membership
  9. To comply with regulatory requirements, the financial year of Branches is to coincide with that of the Association and that instruments drawn on Branch funds be signed by two (2) authorised Members of the Branch
  10. Branch accounts shall be kept in a manner that satisfies their Membership and does not bring the Branch or the Association into disrepute.
  11. As part of their activities Branches are encouraged to work on behalf of the Association and the WRNSBT. This is in addition to supporting other charities or fund-raising activities of their choice.
  12. 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.
  13. Application to form a Branch, at home or overseas, shall be made to the Association Headquarters.
  14. New Branches must be approved by the Trustees.
  1. Informal / Virtual Groups are encouraged to register with the Association Headquarters. If not already, Members of registered Informal / Virtual Groups are encouraged to also be Members of the Association.
  2. Branches who become Informal / Virtual Groups should register as such to continue to be eligible to receive support from the Association. Groups being set up independently should apply for adoption by the Trustees before becoming a registered Informal / Virtual Group.
  3. Informal / Virtual Groups are not covered by the Association’s PLI Policy.

29 September 2018