The Charitable Incorporated Organisation (“the CIO”) formed under this Constitution formally represents the incorporation of the charitable association Queen Alexandra’s Royal Army Nursing Corps Association, 270278. The charitable objects remain the same. The CIO is the successor body to the original Charity.
1. The name of the Charitable Incorporated Organisation (“the CIO”) is Queen Alexandra’s Royal Army Nursing Corps Association.
National location of principal office
2. The CIO must have a principal office in England or Wales. The principal office of the CIO is in England.
3. The objects of the CIO are:
(a) To promote the efficiency of the Army by:
(i) Maintaining contact between past and present members of the Corps, fostering mutual friendship between them and providing for social gatherings for them; and
(ii) Fostering esprit de corps, comradeship and the welfare of the corps and preserving its traditions.
(b) To relieve either generally or individually members of the Association or past and present members of the Corps and their dependants1, who are in conditions of need, hardship or distress.
4. The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO has the power to:
(a) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011, if it wishes to mortgage land;
(b) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(c) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
(d) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a trustee only to the extent that it is permitted to do so by paragraphs 6-8 (Benefits and payments to trustees and connected persons) and provided it complies with the conditions of those paragraphs;
(e) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.
Application of income and property
5. The income and property of the CIO must be applied solely towards the promotion of the objects.
(a) Trustees are entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by them when acting on behalf of the CIO.
(b) Trustees may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(c) None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any trustee of the CIO.
(d) Nothing in this paragraph shall prevent a trustee or connected person2 receiving any benefit or payment which is authorised by paragraphs 6-8.
Benefits and payments to trustees and connected persons:
6. General provisions: No trustee or connected person may:
(a) buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
(b) sell goods, services, or any interest in land to the CIO;
(c) be employed by, or receive any remuneration from, the CIO;
(d) receive any other financial benefit from the CIO; unless the payment or benefit is permitted by paragraph 7 or authorised by the court or the Charity Commission (“the Commission”). In this paragraph, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
7. Scope and powers permitting trustees’ or connected persons’ benefits
(a) A trustee or connected person may receive a benefit from the CIO as a beneficiary provided that it is available generally to the beneficiaries of the CIO.
(b) A trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.
(c) Subject to paragraph 8 a trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the trustee or connected person.
(d) A trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(e) A trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(f) A trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.
8. Payment for supply of goods only – controls: The CIO and its trustees may only rely upon the authority provided by paragraph 7(c) if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the trustee or connected person supplying the goods (“the supplier”).
(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
(c) The other trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a trustee or connected person. In reaching that decision the trustees must balance the advantage of contracting with a trustee or connected person against the disadvantages of doing so.
(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with a trustee with regard to the supply of goods to the CIO.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.
(f) The reason for their decision is recorded by the trustees in the minute book.
(g) A majority of the trustees then in office are not in receipt of remuneration or payments authorised by paragraphs 6-8.
9. In paragraphs 7 & 8 “the CIO” includes any company in which the CIO: holds more than 50% of the shares; or controls more than 50% of the voting rights attached to the shares; or has the right to appoint one or more directors to the board of the company.
Conflicts of interest and conflicts of loyalty
10. Trustees must:
(a) Declare the nature and extent of any interest, direct or indirect, which they have in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and
(b) Absent themselves from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between their duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).
(c) Any trustees absenting themselves from any discussions in accordance with this paragraph must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.
Liability of trustees to contribute to the assets of the CIO if it is wound up
11. If the CIO is wound up, the trustees of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
12. Functions and duties of trustees: The trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each trustee:
(a) to exercise their powers and to perform their functions in their capacity as a trustee of the CIO in the way they decide in good faith would be most likely to further the purposes of the CIO; and
(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to: having any special knowledge or experience; and, if acting as a trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.
13. Eligibility for trusteeship
(a) Every trustee must be a natural person.
(b) No individual may be appointed as a trustee of the CIO: if he or she is under the age of 16 years; or if he or she would automatically cease to hold office under the provisions of paragraph 20(e).
(c) No one is entitled to act as a trustee whether on appointment or on any re-appointment until they have expressly acknowledged, in whatever way the trustees decide, his or her acceptance of the office of trustee.
14. Number of trustees
(a) There should be: not less than 4 nor more than 7 appointed trustees; 4 ex officio trustees; and 7 nominated trustees.
(b) There must be at least 3 trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the trustees, or appoint a new trustee.
(c) The maximum number of trustees that can be appointed is as provided in sub-paragraph (a) of this paragraph. No trustee appointment may be made in excess of these provisions.
15. First trustees: The first trustees were as follows –
Colonel David Bates ARRC – Ex Officio Director Army Nursing Services (President)
Colonel Sue Bush RRC – Ex Officio Colonel Commandant (Chairman)
Warrant Officer Class 1 Lee Richens – Ex Officio – Senior QARANC Warrant Officer
Lieutenant Colonel (Retired) Pauline Novak RRC – Nominated (Vice President)
Lieutenant Colonel Gary Kenward – Nominated (Senior Serving Officer)
Lieutenant Colonel Anthony McGrath – Nominated (Senior Reserve Member)
Major Katherine Dalby-Welsh – Nominated (Chattels Member)
Lieutenant Colonel (Retired) Marjorie Bandy RRC – Appointed Member
Lieutenant Colonel (Retired) Clare Fenby – Appointed Member
Major (Retired) Dorothy Calderwood – Appointed Member
Major (Retired) Moira Dixson – Appointed Member
Mrs Karen Eifflaender – Appointed Member
Mrs Julia Fay Jones – Appointed Member
Appointment of trustees
16. Appointed trustees: Apart from the first trustees, every appointed trustee must be appointed for a term of three years by a resolution passed at a properly convened meeting of the trustees. An appointed trustee’s term may be extended for a further 2 three year periods, followed by a 1 year period, to a total of 10 years. All appointed trustees shall be retired members of QARANC. In selecting individuals for appointment as appointed trustees, the trustees must have regard to the skills, knowledge and experience needed for the effective administration of the CIO.
17. Ex officio trustees: They shall automatically “ex officio” be a trustee, for as long as they hold that office. If unwilling to act as a trustee, the office holder may, before accepting appointment as a trustee, give notice in writing to the trustees of his or her unwillingness to act in that capacity; or after accepting appointment as a trustee resign under the provisions contained in paragraph 20 (Retirement and removal of trustees). The office of ex officio trustee will then remain vacant until the office holder ceases to hold office. The following will be ex officio trustees:
(a) Chief Nursing Officer (Army) (CNO(A)) or most Senior Corps Member – President
(b) Both QARANC Colonels Commandant
(c) The Senior QARANC Warrant Officer
18. Nominated trustees:
(a) The President and Colonels Commandant shall nominate seven trustees as follows: one shall be a retired QARANC Officer (Lt Col/Col) to be Chair of the Board of Trustees; one shall be a senior serving QARANC Officer; one shall be a serving Reserve Officer of the QARANC; and one shall be a QARANC soldier of the rank of Cpl or above; one shall be a QARANC Reserve soldier of the rank of Cpl or above; and two shall be civilians with specialist background in a relevant field of expertise.
(b) Each appointment shall be approved and ratified by the trustees. The appointment of the Chair of the Board of Trustees and the civilian trustees will be subject to the terms in paragraph 24. The other appointments will be subject to the serving Officer or Soldier remaining in the post listed in (a) and will be for a maximum of three years.
(c) The appointment will be effective from the later of the date of the vacancy; and the date on which the trustees or the Association General Secretary are informed of the appointment/nomination.
(d) Any trustee nominated by the President and Colonels Commandant has the same duty under paragraph 12 as the other trustees to act in the way he or she decides in good faith would be most likely to further the purposes of the CIO.
Information for new trustees
19. The Association will make available to each new trustee, on or before their first appointment:
(a) a copy of the current version of this constitution; and
(b) a copy of the CIO’s latest Trustees’ Annual Report and statement of accounts.
Retirement and removal of trustees
20. A trustee ceases to hold office if they:
(a) are an ex officio trustee who retires by notifying the CIO in writing (but only if enough trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
(b) are an ex officio trustee who is absent without the permission of the trustees from all their meetings held within a period of one year and the trustees resolve that his or her office be vacated;
(d) become incapable by reason of mental disorder, illness or injury of managing and administering their own affairs; or
(e) are disqualified from acting as a trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
21. Any person retiring as a trustee is eligible for reappointment.
Taking of decisions by trustees
22. Any decision may be taken either at a meeting of the trustees; or by resolution in writing or electronic form agreed by all of the trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more trustees has signified their agreement.
President, Chair of the Board of Trustees and Civilian Trustees
23. The Chief Nursing Officer (Army) (CNO(A)) for the time being shall be the President of the charity and if that office should cease to exist then such other office holder or person as the trustees from time to time decide.
24. The Chair of the Board of Trustees of the CIO and the civilian trustees, shall be nominated by the President and Colonel Commandant and subject to approval and ratification by the Board of Trustees and shall hold the appointment for an initial period of 3 years which may be extended annually up to a maximum of 6 years.
Delegation by trustees
25. The trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they shall determine the terms and conditions on which the delegation is made. The trustees may at any time alter those terms and conditions, or revoke the delegation.
26. This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the trustees, but is subject to the following requirements:
(a) a committee may consist of 2 or more persons, but at least one member of each committee must be a trustee;
(b) the acts and proceedings of any committee must be brought to the attention of the trustees as a whole as soon as is reasonably practicable; and
(c) the trustees shall from time to time review the arrangements which they have made for the delegation of their powers.
27. The trustees may establish and provide for branches of the charity as the trustees from time to time think fit. The trustees shall determine the rules and regulations for the administration and management of such branches.
Meetings of trustees
28. Calling meetings
(a) Any trustee may call a meeting of the trustees.
(b) Subject to that, the trustees shall decide how their meetings are to be called, and what notice is required.
29. Chairing of meetings: The Chair of the Board of Trustees shall chair trustees’ meetings. If the Chair of the Board of Trustees is unwilling to preside or is not present within 10 minutes after the time of the meeting, the trustees present may appoint one of their number to chair that meeting.
30. Procedure at meetings
(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is five trustees, or the number nearest to one third of the total number of trustees, whichever is greater, or such larger number as the trustees may decide from time to time. A trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
(b) Questions arising at a meeting shall be decided by a majority of those eligible to vote.
(c) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
31. Participation in meetings by electronic means
(a) A meeting may be held by suitable electronic means agreed by the trustees in which each participant may communicate with all the other participants and shall include the use of video conferencing.
(b) Any trustee participating at a meeting by suitable electronic means agreed by the trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
(c) Meetings held by electronic means must comply with rules for meetings, including chairing and the recording of decisions.
Membership of the CIO
32. The members4 of the CIO shall be its trustees for the time being. The only persons eligible to be members of the CIO are its trustees. Membership of the CIO cannot be transferred to anyone else. Any member who ceases to be a trustee automatically ceases to be a member of the CIO.
Informal or associate (non-voting) membership
33. The trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and termination of membership of any such class of members.
34. Other references in this constitution to “members” and “membership” do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, The Charitable Incorporated Organisations (General) Regulations 2012 “General Regulations” or The Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012 “Dissolution Regulations”.
Decisions which must be made by the trustees of the CIO
35. Any decision to: amend the constitution of the CIO; amalgamate the CIO with, or transfer its undertaking to, one or more other CIOs, in accordance with the Charities Act 2011; or wind up or dissolve the CIO (including transferring its business to any other charity); must be made by a resolution of the trustees of the CIO acting as the members of the CIO.
36. Decisions of the trustees may be made either by resolution at a general meeting; or by resolution in writing, in accordance with paragraph 38.
37. Any decision specified in paragraph 35 must be made in accordance with the provisions of paragraph 52 (Amendment of constitution), paragraphs 53-56 (Voluntary winding up or dissolution), or the provisions of the Charities Act 2011, the General Regulations or the Dissolution Regulations as applicable. Those provisions require the resolution to be agreed by a 75% majority of those members voting at a general meeting, or agreed by all members in writing.
38. Except where a resolution in writing must be agreed by all the trustees, such a resolution may be agreed by a simple majority of all the trustees who are entitled to vote on it. Such a resolution shall be effective provided that a copy of the proposed resolution has been sent to all the trustees eligible to vote; and the required majority of trustees has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a trustees’s agreement must be authenticated by their signature, by a statement of their identity accompanying the document, or in such other manner as the CIO has specified. The resolution in writing may comprise several copies to which one or more trustees has signified their agreement. Eligibility to vote on the resolution is limited to trustees who by definition are the members of the CIO on the date when the proposal is first circulated.
General meetings of trustees
39. Calling of general meetings of trustees: The trustees may designate any of their meetings as a general meeting of the trustees of the CIO. The purpose of such a meeting is to discharge any business which must by law be discharged by a resolution of the trustees of the CIO as specified in paragraphs 35-38 (Decisions which must be made by the trustees of the CIO).
40. Notice of general meetings of trustees: The minimum period of notice required to hold a general meeting of the trustees of the CIO is 14 days, except where a specified period of notice is strictly required elsewhere in this constitution, by the Charities Act 2011 or by the General Regulations, a general meeting may be called by shorter notice if it is so agreed by a majority of the trustees of the CIO. Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
41. Procedure at general meetings of trustees: The provisions in paragraphs 29-31 governing the chairing of meetings, procedure at meetings and participation in meetings by electronic means apply to any general meeting of the trustees.
42. Subject to paragraph 43, all decisions of the trustees, or of a committee of trustees, shall be valid notwithstanding the participation in any vote of a trustee: who was disqualified from holding office; who had previously retired or who had been obliged by the constitution to vacate office; who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise; if, without the vote of that trustee and that trustee being counted in the quorum, the decision has been made by a majority of the trustees at a quorate meeting.
43. Paragraph 42 does not permit trustees to keep any benefit that may be conferred upon them by a resolution of the trustees or of a committee of trustees if, but for paragraph 42, the resolution would have been void, or if the trustee has not complied with paragraph 10 (Conflicts of interest).
Execution of documents
44. The CIO shall execute documents either by signature or by affixing its seal (if it has one). A document is validly executed by signature if it is signed by at least two of the trustees. If the CIO has a seal, it must comply with the provisions of the General Regulations; and the seal must only be used by the authority of the trustees or of a committee of trustees duly authorised by the trustees. The trustees may determine who shall sign any document to which the seal is affixed and unless otherwise so determined it shall be signed by two trustees.
Use of electronic communications
45. The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular: the requirement to provide within 21 days to any trustee on request a hard copy of any document or information sent to the trustee otherwise than in hard copy form; and any requirements to provide information to the Commission in a particular form or manner.
Keeping of Registers
46. The CIO will comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, a register of its trustees.
47. The trustees must keep minutes of all:
(a) appointments of officers made by the trustees;
(b) proceedings at general meetings of the CIO;
(c) meetings of the trustees and committees of trustees including: the names of the trustees present at the meeting; the decisions made at the meetings; and where appropriate the reasons for the decisions;
(d) decisions made by the trustees otherwise than in meetings.
Accounting records, accounts, annual reports and returns, register maintenance
48. The trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account, and to the preparation of annual reports and returns. The statements of account, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.
49. The trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.
50. The trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any trustee of the CIO on request.
51. If a dispute arises between trustees of the CIO about the validity or propriety of anything done by the trustees under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
Amendment of constitution
52. As provided by sections 224-227 of the Charities Act 2011:
(a) This constitution can only be amended, by resolution agreed in writing by all trustees of the CIO; or by a resolution passed by a 75% majority of those voting at a general meeting of the trustees of the CIO called in accordance with paragraphs 1.39-1.41 (General meetings of trustees).
(b) Any alteration of paragraph 3 (Objects), paragraphs 53-56 (Voluntary winding up or dissolution), this paragraph, or of any provision where the alteration would provide authorisation for any benefit to be obtained by trustees of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.
(c) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
(d) A copy of every resolution amending the constitution, together with a copy of the CIO’s constitution as amended must be sent to the Commission by the end of the period of 15 days beginning with the date of passing of the resolution, and the amendment does not take effect until it has been recorded in the Register of Charities.
Voluntary winding up or dissolution
53. As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its trustees. Any decision by the trustees to wind up or dissolve the CIO can only be made: at a general meeting of the trustees of the CIO called in accordance with paragraphs 1.39-1.41 (General meetings of trustees), of which not less than 14 days’ notice has been given to those eligible to attend and vote: by a resolution passed by a 75% majority of those voting, or by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or by a resolution agreed in writing by all trustees of the CIO.
54. Subject to the payment of all the CIO’s debts: any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied. If the resolution does not contain such a provision, the trustees must decide how any remaining assets of the CIO shall be applied. In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.
55. The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular: the trustees must send with their application to the Commission: a copy of the resolution passed by the trustees of the CIO; a declaration by the trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and a statement by the trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution; the trustees must ensure that a copy of the application is sent within seven days to every trustee and employee of the CIO, and to any trustee of the CIO who was not privy to the application.
56. If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
57. Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.
 “Dependants” are children either pre-school or in full-time education up to the age of 18 or under 23 years of age if in full time education or vocational training. Dependents may also apply to a resident spouse or long-term partner who is dependent on the retired or serving member of the Corps for financial support: support for dependents is provided whilst the retired or serving member of the Corps is alive. The QARANC Association may provide restricted assistance to widows, widowers at the time of the death of the retired or serving member of the Corps or as detailed in this note, children undergoing full time secondary education.
 A “connected person” means: a child, parent, grandchild, grandparent, brother or sister of the charity trustee; the spouse or civil partner of the charity trustee; a person carrying on business in partnership with the charity trustee or with any person who otherwise would be defined as a “connected person”; an institution which is controlled by the charity trustee or any “connected person”; a body corporate in which the charity trustee or any “connected person” has a substantial interest; or two or more persons defined as a “connected person” who, when taken together, have a substantial interest.
 A “natural person” is a human being as distinguished from a person (as a corporation) created by operation of law.
 Membership of the CIO is not the same as Membership of the Association. Association members are informal or associate members as in paragraph 19, and do not have voting rights on matters of the Association.
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(Version 2020.2 updated April 2020)