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ITEM 1 - Welcome and Introduction
1. The RAMC Association Chairman gave all present a warm welcome and thanked them for attending the inaugural meeting of the new RAMC Association Management Committee and the penultimate meeting as Trustees of the RAMC Association.
2. He started the meeting by first congratulating all on their appointment as Regional Representatives for the branches in their area. He explained that this Committee will, once the RAMC Charity is formed, be responsible for the day-to-day running of the Association under delegated powers from the Board of Trustees of the RAMC Charity. He also envisaged the committee recommending to the Board of Trustees future policy as it affects the Association. In the latter case any decisions that are made by the committee will need to be endorsed by the Board of Trustees of the RAMC Charity before any decisions or directives are disseminated to the Branches for implementation. In order to achieve all this, he has prepared, for the future Board of Trustees of the RAMC Charity, draft Terms of Reference for the committee, which hopefully they will approve at their first meeting.
3. The Chairman further explained that this committee will routinely meet 2 or 3 times a year, but can of course meet more frequently if the need arises. The elected Chairman of the RAMC Association will be a member of the Board of Trustees and will be appointed Chairman of the Association Management Committee by the Board of Trustees.
4. In summarising this item the Chairman stated that the 8 members of this committee, having replaced the Central Committee, were currently the Trustees of the RAMC Association. However, once the Association’s assets have been passed to the new RAMC Charity and the RAMC Association Charity wound-up, the committee will become the RAMC Association Management Committee of the RAMC Charity under the direction of the Board of Trustees of that Charity.
ITEM 2 – Apologies
5. There were no absentees.
ITEM 3 – Financial Statement
6. As the Bookkeeper was away on leave, the Association Secretary gave a Liquidity Statement for the RAMC Association providing those present with the working capital for the Association, less Branch accounts.
7. The Secretary then gave a brief of the BlackRock Charities Investors Annual Conference in London that he recently attended. BlackRock manages the Association’s investment on behalf of the Armed Forces Common Investment Fund. The Trustees noted the current volatile economic market.
ITEM 4 – Consideration for New Standards and Administrative Grants
8. Standards - Financial approvals were sought for new Standards for the City of London Branch and the North Midlands Branch. The Trustees noted that the request from the North Midlands Branch was deferred from 2007 and that the London Branch Standard is present at the Ceremony of Turning of the Pages at Westminster Abbey every month and was in need of replacement. The Secretary informed the Trustees that the cost of a new Standard is around £900 and, as with other procurement of Branch Standards, the two branches would be asked to contribute £100 each towards the cost.
It was Proposed by Lt Col T Reeves and Seconded by Maj R Lawrence that Standards be procured for the City of London and North Midlands Branches, subject to each Branch contributing the sum of £100 towards the cost.
MOTION CARRIED UNANIMOUSLY
9. Grants to Individuals - The Chairman reminded those present that he had taken a party to Holland last year to unveil the new LCpl Eric Harden VC memorial on the Montforterbeek Bridge, near Brachterbeek. The Dutch celebrate the liberation of the area around the Montforterbeek Bridge every year and every other year there is a much bigger celebration involving practically the whole village of Brachterbeek. Whereas there were no plans for the Association to formerly attend next year’s celebrations, he believed that the Association should be represented. To this end, he recommended that the committee approves a grant to allow Mr Pat Higgins of the City of London Branch to attend as the Association’s representative at next year’s ceremony. The Trustees noted that Mr Higgins has been involved with the Dutch event organisers for several years and was partly instrumental in having the plaques on the bridge replaced. He also maintains an important link with the Commando Association, Mrs Julie Wells (Eric Harden’s daughter) and the local Dutch team who organise the event. The Trustees agreed that such a move would very much help to maintain the excellent links that had been put in place with the local Dutch villagers last year.
It was Proposed by Maj G Poole and Seconded by Capt T Payne that the RAMC Association provides a grant of £300 towards Mr Pat Higgins trip to Holland as the Association’s representative at the ‘Montforterbeek Bridge’ Ceremony in May 2009. MOTION CARRIED UNANIMOUSLY
10. Administrative Grants to Branches. The Chairman explained that he was conscious that branches might well incur some additional administrative expenditure as a result of dissolving the current constitution and merging with the new RAMC Charity. The Chairman said that he had discussed this issue at some length with the Association Secretary and the Regimental Secretary and that they had come to the conclusion that branches should receive an administrative grant to cover any additional costs associated with convergence. He suggested a one-off grant of £100 per branch, which would cost the Association £2,800 in total.
It was Proposed by Capt M McKenzie, Seconded by Mr C Ellice that a grant of £100 per branch is allocated to cover additional administrative expenditure associated with convergence, subject to the branches adopting the Model Branch Rules. MOTION CARRIED UNANIMOUSLY
ITEM 5 - GENERAL UPDATE ON CONVERGE
11. The Chairman explained that much progress had been made since the Special General Meeting in July. In fact, from the Association’s point of view, it has gone so well that the Association is presently in a virtual state of ‘limbo’ while awaiting a number of the other Corps charities to catch up. The solicitors appointed by RHQ are in the process of registering the Company (The RAMC Charity) with both the Charity Commission and Company House. As soon as the Company is formed, all parts of it will adopt the new charity number, allocated by the Charity Commission, as they join. This new Charity number, once the Association has been admitted, will be promulgated to all the Branches so that they can make the necessary arrangements for changes to their letterheads, bank accounts, cheque books etc in line with charitable requirements.
ITEM 6 - BRANCH ENDORSEMENT OF MODEL BRANCH RULES
12. The Model Branch Rules were sent out to branches in July and the closing date for any Branch Addendums was the 15th of October 2008.
13. The Chairman explained that In order to be part of the RAMC Charity a branch must adopt the Model Branch Rules, albeit with a Branch Addendum approved by this Committee, if they so wish. The first step towards achieving this was to seek the endorsement of branch chairmen to the Rules and to call for Branch Addendums if required. The Chairman said that he was delighted to report that all the branch chairmen have endorsed the Model Rules.
ITEM 7 - BRANCH ADDENDUMS TO THE MODEL BRANCH RULES
14. There were three submissions for Branch Addendum received by the deadline of 15 October 2008. The one from the East Midlands Branch proposed changes to the time frame for terminating membership and a change to voting rights for those in default of Branch subscriptions. Following legal advice sought by the RHQ, it was recommended that it would be better to retain the 6 month grace period detailed in Section 9 [c] of the Model Branch Rules. The Trustees accepted this advice and were unanimously of the view that this particular addendum should not be ratified at this time.
RESOLVED NOT TO APPROVE THE ADDENDUM
The Chairman agreed to write to the Chairman of the East Midlands Branch to inform him of the committee’s decision and advising him to look at the issue again in 12 months time if he still felt a need.
15. The second Addendum, in the form of a verbal request, covered the issue of Honorary Members in branches. Following discussion the Trustees agreed that as Honorary Members pay no subscription and thus have no voting rights, the matter of whether to allow Honorary Membership was a matter for individual branches.
RESOLVED TO ALLOW BRANCH HONORARY MEMBERSHIP AT THE BRANCHES DISCRETION
16. The third Addendum, again in the form of a verbal request, covered the number of cheque signatories within branches and requested that one signatory be allowed on cheques. The Trustees stressed that two signatories were required on all branch cheques. The Chairman asked his fellow Trustees to ensure that branches within their area of responsibility were complying.
RESOLVED NOT TO ALTER THE REQUIREMAENT FOR TWO CHEQUE SIGNATORIES
ITEM 8 - FORMAL AGREEMENT TO MERGE AND TO TRANSFER
ASSOCIATION ASSETS TO THE NEW COMPANY AND BRANCH SPECIFIC ASSETS TO THE BRANCHES
17. The Chairman explained that when a charity is dissolved by resolution (as in the case of the RAMC Association following the Special General Meeting) the Trustees are responsible for winding-up the affairs of the charity.
18. He went on to say that as the Managing Trustees of the RAMC Association this committee will therefore hold a final meeting (probably in February 2009 once the Company is formed and registered) so as to formerly wind-up the affairs of the RAMC Association Charity. This will allow Branches to close down their accounts for 2008 and forward them to RHQ for auditing, which in turn will allow RHQ to finalise the Associations Account for submission to the Charity Commission. This process will also involve gathering in all the assets of the Charity, making provision for the liabilities and then transferring the balance of the assets to the new RAMC Charity. The only liabilities that were currently foreseen were the costs associated with the manufacture of the two Standards, should they not be delivered by the manufacturers before the winding-up process for convergence is completed.
19. The Chairman reminded his fellow Trustees that they are responsible for notifying the Charity Commission, in writing, of the dissolution of the RAMC Association Charity and for providing them with a final account (including branch accounts as at 31 December 2008). He said that In practice the detailed work will be carried out by the Association Secretary and the Bookkeeper, but that the Trustees are responsible for ensuring that this process is carried out and reported to the Charity Commission. Finally at the same meeting the Trustees will also have to agree the transfer of the branch specific assets (such as Standards) to the branches as resolved at the earlier Special General Meeting.
20. In closing this item, the Chairman said that the new Charity (The Company) is currently going through the registration process and that this will take a few weeks to complete. As soon as a new charity number has been allocated the RHQ will take the necessary steps to open the main accounts of the new Charity and inform BlackRock of the changes. He reassured his fellow Trustees that Association business will continue as normal throughout this period – hopefully the merge into the new Company will be seamless and branches should not notice any difference to the way that they do business with RHQ.
ITEM 9 - ANNUAL BRANCH AFFILIATION FEE
21. The Chairman reminded the committee that at the recent SGM, he had said that he believed that the Board of Trustees of the new Charity should defer Branch Affiliation Fees until at least 2010, to allow the Branches a settling in period following the formation of the new Company. He expressed that he was still of that opinion and he therefore suggested that the committee recommend to the Board of Trustees of the RAMC Charity that the Branch Affiliation Fee for 2009 be set at Zero. There was unanimous agreement to this suggestion.
RESOLVED TO RECOMMEND TO THE BOARD OF TRUSTEES OF THE RAMC CHARITY THAT THE BRANCH AFFILIATION FEE FOR 2009 BE SET AT ZERO.
22. It was further agreed that Branches were to submit a nominal roll annually, including Branch appointments, with their annual accounts. RHQ will devise a generic proforma for this purpose.
ITEM 10 - ASSOCIATION JOINING FEE FOR NEW MEMBERS
23. The Chairman reminded the Trustees that Life Memberships was no longer available to newly joining Members. As a result, other than those Members currently holding Life Membership, there are now two types of membership; Full and Associate. In recent discussions with our professional advisers the consensus was that as Associate Members now had full voting rights, they should pay the same Association Joining Fee and Annual Branch Subscription (when set by a branch committee) as Full Members.
24. The Chairman said that the Trustees that they should recommend to the Board of Trustees of the RAMC Charity, the Joining Fee for new Members for 2009. He reminded them that this is a one-off fee that goes to the RAMC Charity and should not be confused with an individual’s Annual Branch Subscription which can be set by a branch committee and is retained by the branch.
It was proposed by Capt R Lincoln and seconded by Maj R Lawrence that the Association Joining Fee for 2009 should be set at £5 for all new members.
MOTION CARRIED UNANIMOUSLY
ITEM 11 – CLOSING ADRESS
25. In closing the Meeting, the Chairman explained that from a standing start the Association has progressed prudently through the various hoops leading to convergence and was now in a position to join the new RAMC Charity (The Company). He went on to say that the next step is for all the branches to adopt the Model Branch Rules at a General Branch Meeting, which in effect allows the branches to join the new RAMC Charity when we, the Trustees, transfer the assets to the new Charity.
26. The Chairman said that he would be grateful if the Trustees were to convey the Secretary’s and his thanks to the various branch committees for the pragmatic and sensible way in which they have dealt with this issue – it has certainly made our lives a little easier.
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