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

CONSTITUTION OF THE ASSOCIATION OF WRENS AND WOMEN OF THE ROYAL NAVAL SERVICES 2025
(Revised 1991, 2001, 2012, 2015, 2018, 2022 and 2025)

1. NAME
The name of the Charity shall be “The Association of Wrens and Women of the Royal Naval Services”, Charity No. 257040 (the “Association”). 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”).

The Objects of the Charity are to promote the efficiency of women in the Royal Naval Services in the following ways:

a) Celebrating past and current 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 women of the Royal Naval Services and their dependants to the appropriate service charity or charities.

a) 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 including the RM Band Service (“RM”), and for the avoidance of doubt, each service as they were formerly known and/or may be referred to in the future.

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 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.

d) Every member shall be issued a magazine titled “The Wren” at intervals to be determined by the Trustees.

e) 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 X;
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.

f) Members joining the Association may obtain details of their nearest Branch or Informal / Virtual Group(s) from the Association Headquarters or the website.

a) 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 reappointed, by mutual agreement of the then current post-holder, the Vice-Presidents and the Trustees.

b) The President may attend Trustee meetings but may not vote, except as laid down in 5. c).

c) 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.

d) 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.

a) 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.

b) 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.

c) 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 lose their voting rights.

d) The Chairman shall appoint a Vice-Chairman, who shall serve concurrently with the Chairman, 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 should have been a Trustee and served for a full term. This appointment shall be ratified by the other Trustees. If the appointee is a serving Trustee, which results in a vacant post, the vacancy may 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.

e) 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. Ideally the Honorary Treasurer shall not be replaced at the same time as the Chairman.

f) The Trustees may, when necessary, fill any Trustee vacancies by co-option from the Membership.

g) 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.

h) 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.
i) 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.
j) The Trustees shall hold a minimum of three (3) Trustee meetings a year either in person or, where agreed in advance by the Chairman, the Trustee(s) may attend an otherwise in-person meeting via video-conferencing. In accordance with the Charity Commission guidelines, Trustees will be given notice of all meetings. If meetings are held in person and via video conferencing and there are technical problems such that hearing each other is difficult, then the meeting may need to result in general discussion with any voting on a particular issue postponed.

k) Subject to a minimum of five (5) Trustees, a number equivalent to not less than fifty percent (50%) of Trustees serving at the time of a meeting of the Trustees shall form a quorum with the Chairman having the casting vote.

l) 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.

m) 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.

n) The Trustees may appoint salaried Administrator(s) to the Association.

o) The Trustees may, as necessary, from time-to-time appoint:
i. A Communications & Marketing Advisor; and ii. 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. g).

p) 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.

q) 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.

r) 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.

s) 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.

t) 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.

u) A Trustee who becomes ineligible to hold the office of Trustee shall cease to be a Trustee and the Trustee shall inform the Chairman in writing as soon as possible after the event resulting in ineligibility.

v) Trustees, including the Chairman and Vice Chairman, may be subject to a vote of no confidence by a resolution passed by the majority of Trustees present at a properly constituted meeting. The Trustee concerned shall have the right to be heard before any such vote is taken.

w) A vote of no confidence in a Trustee shall have effect as to immediately remove that Trustee from office.

a) 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.

b) Trustees shall 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) Trustees will review the Constitution every three (3) years and the President will submit the proposed changes to all the Vice Presidents.

e) 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(t), 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.

a) The Finance Committee shall comprise of the Association Chairman, the Honorary Treasurer and a minimum of two (2) 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.

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

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

d) Instruments drawn on Association funds shall be signed by any two (2) of the authorised signatories in accordance with Association Finance Terms of Reference.

e) The Trustees shall receive an independently examined 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 shall be recorded in the minute book.

g) 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.

a) 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.

b) Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred by the Trustees to the WRNSBT and other Naval charities which support past or serving women in the relevant Royal Naval Services as decided by the Trustees.

a) The Association seeks to achieve its Object efficiently and effectively through a network of Branches, Informal / Virtual Groups and wider Membership.

b) 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.

c) There is no mutual ownership of assets or liabilities, and each Branch has independent autonomy over their individual operations including finances.

d) 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.

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

f) 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.

g) Branches shall have a person or persons to act as Chairman, Treasurer and Secretary duly elected by the Membership of the Branch.

h) Branches shall be financially self-supporting. Annual local subscriptions shall be determined by the Branch Membership.

i) 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.

j) Branch accounts shall be kept in a manner that satisfies their Membership and does not bring the Branch or the Association into disrepute.

k) 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.

l) 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.

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

n) New Branches must be approved by the Trustees.

a) 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.

b) 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.

c) Informal / Virtual Groups are not covered by the Association’s PLI Policy.

Adopted at the AGM of the Association, held in the Union Jack Club, London on Saturday 27th September 2025.

a) 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.

b) 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.

c) Informal / Virtual Groups are not covered by the Association’s PLI Policy.

Adopted at the AGM of the Association, held in the Union Jack Club, London on Saturday 27th September 2025.

ANNEX A TO THE CONSTITUTION OF THE ASSOCIATION OF WRENS AND WOMEN OF THE ROYAL NAVAL SERVICES

TRUSTEES’ 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; and
• 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; and
• 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; and
• 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 ofprudence. 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; and
• 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:
• must use reasonable care and skill, making use of your skills and experience and taking appropriate advice when necessary; and
• 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; and
• 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
CC3a Charity Trustee: What’s Involved
Last updated 3 May 2018. Charity trustee: what’s involved (CC3a) – GOV.UK (www.gov.uk)