Relavent AGM Documents
Memo from CEO
Agenda for AGM 2016
Changes to Bye Laws
Ladies and Gentlemen,
RMA ANNUAL GENERAL MEETING 2016 – AGENDA
1. AGM 2016 will be the last AGM of the unincorporated RMA. It is intended to stand up the new legal entity of RMA Ltd on 1 Jan 17. AGM 2017 will be a hybrid meeting, comprising the winding up of the unincorporated RMA and the first general meeting of the incorporated RMA Ltd. This year’s AGM will see the pilot process being run which will enable One Member One Vote, anticipating its introduction across the membership when RMA Ltd stands up. At this year’s AGM Branch Delegates will be able to vote electronically before or at the meeting, or, if desired, ‘manually’ at the meeting, or by post before the meeting. Instructions for this process will be issued in due course.
2. There are 5 proposals on the Agenda of this year’s AGM. While proposals 1 and 2 are simple matters of process, the remaining 3 proposals warrant some explanation.
3. Proposal 3. No suggestions for amendments to the Bye-Laws have been submitted by Branches or members since AGM 2015. However, the amendments proposed in red text in the attachment to this letter have emerged from the process of revising the Branch Secretary’s Aide Memoire, and concern fine tuning to the conditions of RMA membership to make them clearer. These proposals were considered in detail and approved by your Trustees at their meeting of 21 July 2016. This proposal allows for these amendments to be formally accepted.
4. Proposal 4. This proposal allows the transfer the assets of the unincorporated RMA to the new legal Incorporated entity, RMA Ltd. This process is required under Company Law and is a purely legal process that will have no impact on members and Branches, but will enable the new legal entity RMA ltd to take on the old unincorporated Association’s role in full. For clarity and your better understanding of what this process means, the following points are relevant:
a. Any legacies or donations bequeathed to the old unincorporated Association will be passed across to the new limited company.
b. All cash held by the Association will be passed to the limited company.
c. The new RMA Ltd’s first board of directors will be the same people as the current trustees of the unincorporated Association.
d. None of the actions described above will have any effect on the RMA’s current offer, activities, events or on life in Branches.
5. Proposal 5. Under Company Law, RMA Ltd is obliged to make a formal arrangement to allow members voluntarily to transfer their membership to the new company. By paying their annual subscription to the new limited company at renewal time, RMA members will automatically become members of the company under company law. This means that every member will have a right to vote on membership issues. Voting for this proposal indicates acceptance of the opportunity to opt into membership of the new legal entity.
To set the context for the 2016 AGM in the development of the RMA.
Commandant General Royal Marines’ Address to the RMA
To receive a presentation from the Commandant General Royal Marines.
To receive the President’s address.
4. Minutes of the last Meeting
To accept the Minutes of the Annual General Meeting held on 19th September 2015.
Honorary Treasurer’s Report
To receive the Honorary Treasurer’s report.
6. RMA Website
To receive an update by the Managing Director of MindWorks Marketing Ltd on the development of the RMA’s website.
a. Vote to approve and accept the Minutes of the last Annual General Meeting.
b. Vote to adopt the accounts for the year 2015-16.
c. Vote to accept the proposal that the Bye-Laws of RMA Ltd be adjusted in accordance with the draft amendments.
d. Vote to transfer the assets of the unincorporated RMA to the new legal Incorporated entity, RMA Ltd.
e. Vote to approve the principal that payment of membership subscriptions to the new Incorporated RMA Ltd indicates acceptance of the opportunity to opt into membership of the new legal entity.
8. Confirm the nomination of Trustees of the unincorporated RMA and who will in continuity become first members and Directors of RMA Ltd with effect from activation of the Incorporated charity:
Mr R Bell JP
Mr A Bennett
Lt Col E C Musto RM - Corps Secretary
WO1 (RSM) P Gilby RM - Corps RSM
WO1 (RSM) CK Riach RM
Mr B Briers
South East Region
Mr P G Richardson
East Anglia Region
Mr T Galsworthy
South West Region
Mr D Sargent
Mr R Eales
Mr P Deacon
Mr R Crawley
Mr B Reading
Mr G Salvetti
WO1 D Egan RM
Mr P Sheridan
Mrs K Richardson OBE
9. Date of Next Meeting
Saturday 22nd July 2017 (to be confirmed)
THE BYE-LAWS OF THE ROYAL MARINES ASSOCIATION LIMITED
7.1. A person shall be eligible for Membership of the Association if he fulfils the criteria set out in sub-paragraphs 7.3 - 7.6 of this Bye-Law subject to the conditions contained in paragraphs 7.7 to 7.20 of the same.
7.2. There shall be the following classes of membership:
7.2.1. Full Member;
7.2.2. Associate Member
7.2.3. Affiliated Member
7.2.4. Honorary Member
7.2.5. Royal Marine Cadet Members
7.3. Full Membership. Full Membership and conditions in these Bye-Laws shall be granted to Royal Marines as defined in Rule 2 above and to all members, or former members of the Armed Forces and Foreign Armed Forces who have occupied Line Numbers on the Scheme of Complement of a Royal Marines Unit.
7.3.1. These Members shall have rights to receive notice of, to attend, speak and to vote at any general meeting of the members of the Association. They may hold office as a Trustee.
7.3.2. The Life Membership option for members was discontinued on 1 January 2003 but existing Life members shall remain as Full Members with the associated full voting rights.
7.4. Associate Membership. Associate Membership may be granted to:
7.4.1 Former Royal Marine Cadets once they reach the age of eighteen.
7.4.2. Members or former members of the Armed Forces who have served with a Royal Marines Formation, Establishment or Unit.
7.4.3. Members or former members of any foreign Marine Corps or equivalent. Notables are: USMC, RNLMC, Fusiliers Marins.
7.4.4. Members or former members of foreign armed forces who have served with a Royal Marines Formation, Establishment or Unit.
7.4.5. Members or former members of Police Forces who have special connections to the Royal Marines, such as the Police Service of Northern Ireland.
7.4.6 Serving or former members of the Royal Navy and full members of the Royal Naval Association, unless they are eligible for full RMA membership.
7.4.7. Family members of Royal Marines and Royal Naval Personnel.
7.4.8. Members of the Royal Marines Support Network.
7.4.9. Cadet Adult Force Volunteers who are RM Cadet Instructors, if not eligible for full membership.
7.4.10 Associate Members may vote at Branch meetings on Branch business only provided that they do not equal or exceed the numbers of Full members present. They may not hold office as a Trustee. These members shall have the right to receive notice of and to attend general meetings of the members of the Association, but shall not have the right to speak or vote at such meetings.
7.5. Affiliated Membership. Affiliated Membership may be granted to:
7.5.1. All Full Members of the
RNA, RAFA and Army Associations. This includes those Army Associations that possess a strong historical connection with the Royal Marines, such as the Queen’s Regiment and the Argyll and Sutherland Highlanders.
7.5.2. Members of selected civil associations such as the Civil Service, Police Officers’ Associations and the Emergency Services.
7.5.3. Affiliated Members shall have the right to receive notice of and to attend general meetings of the members of the Association, but shall not have the right to speak or vote at such meetings.
7.6. Honorary Membership. Honorary Membership may be conferred by the Directors or a Regional or a Branch Committee corporately, to anyone who is not, or who is ineligible to be, a Full, Associated or Affiliated Member but who is deemed worthy of this distinction. Special consideration should be given to people who have either supported the Association significantly or who are considered to be those who would do so.
7.6.1. Widows, widowers or legal next of kin should be offered immediate Honorary Membership upon the death of a serving member of the Corps.
7.6.2. Honorary Members may not vote at any meeting convened in connection with the affairs of the Association.
7.6.3. Honorary Members shall not qualify as beneficiaries other than in accordance with Paragraph 3.2 of these Bye-Laws.
7.6.4 Honorary Members shall have the right to receive notice of and to attend general meetings of the members of the Association, but shall not have the right to speak or vote at such meetings
7.7. Royal Marines Cadets shall be Cadet Members of the Headquarters’ Roll only. Cadet Members shall have the right to receive notice of and to attend general meetings of the members of the Association, but shall not have the right to speak or vote at such meetings.
7.8. Full and Associate Members of the Association, including Members of the Headquarters Roll, shall be regarded as Honorary Members of all Branches. Applicants who meet the Membership requirements but who are unable or choose not to join a Branch, shall be included in the Headquarters Roll that is maintained by Central Office. Branches will be given details of those HQ Roll Members who live close to them on an annual basis so that they can persuade them to join a branch.
7.9. Applications for Membership
may should be effected through the RMA website. Applications may also be made to the Central Office on the form at Annex A, although this process will be more costly and labour-intensive and use of the website is encouraged. These forms will be held by all Branches for issue. Neither Association nor Branch membership will be deemed to have commenced until confirmation is received electronically or through the post. the form has been filled in. Applicants may also join the Association though its website. Individuals cannot join a branch without first becoming a member of the RMA. Each member will be issued with a renewable photo membership card. that will be renewed quinquennially. Directors or Branch Committees shall have full discretion to refuse or cancel the relevant Branch membership of any person subject to the correct grievance procedures. Branches are advised to seek guidance from the Central Office first.
7.10. Honorary Members,
Cadet Officers, Instructors and former RM Cadet Members shall pay such membership fees as may be determined by the Board at its absolute discretion.
7.11. Application for either Full or Associate Membership shall be made in such a manner as may be provided in these Bye-Laws.
7.12. Every applicant for membership shall either apply to join the Headquarters’ Roll or apply to join a Branch.
7.13. Any Branch to whom an application for membership is made shall have power to reject such an application but shall give a reason for such rejection, other than in exceptional circumstances;
7.14. Any applicant for membership whose application is rejected by a Branch may appeal to have the decision reviewed by a Regional Committee and upon further rejection shall have the decision of the Regional Committee reviewed by the Board.
7.15. All Members shall conform to the rules and requirements of these Bye-Laws, as amended from time to time.
7.16. All Members shall pay such subscriptions determined by the Association in General Meeting.
7.17. A person shall forfeit his eligibility to membership if he has been dismissed or discharged from Her Majesty's Services for misconduct.
7.18. A person whose eligibility for membership is forfeit under paragraph 7.17 of this Rule may apply to the Board to have that forfeiture waived and, if he satisfies the Board that there are special circumstances in his case (of which the Board shall be the absolute judge), the Board may declare that he is eligible for membership and such a declaration shall be binding on all Branches.
7.19. A member shall continue to be a member so long as his name remains upon the Register of Members provided that:
7.19.1. He has not resigned whether voluntarily or after being called upon to do so by the Committee of a Branch of which he is a member;
7.19.2. He has not been expelled from the Association;
7.19.3. His membership has not been suspended;
7.19.4. His subscription has been paid within the period prescribed by the Bye-Laws after the end of the financial year of the Association or payment thereof has been suspended, postponed or waived under such conditions as may be prescribed by these Bye-Laws.
7.20. Local Membership. Branches may admit local members on such terms and for such purposes as the Branch Committee may decide. Local members shall not be eligible to serve on Branch Committees, nor to vote at any meeting convened in connection with the affairs of the Association.
14.2.3 One member elected by Regional Committee in each of the Association's seven Regions and whose appointment to the Board shall be approved initially by the Officers of the Board and then subsequently by Ordinary Resolution at the Annual General Meeting next following their election by Regional Committee and who shall be known as the Regional Representatives;
18.1. Subject to such conditions as may be prescribed by the Byelaws, the Board may authorise the formation, alteration or dissolution of geographical regions and may allocate Branches thereto and may authorise the establishment of Regional Committees therein, for better furthering and attaining the Objects of the Association.
18.2. The Bye-Laws of any Regional committee or Branch shall be set out and defined by the Association from time to time in the Bye Laws of the Association and it is a condition precedent that such Regional Committee or Branch of this Association shall comply absolutely with such Bye Laws and this Bye-Laws.
18.3. Any Regional Committee shall have administrative and disciplinary rights and powers over any of the branches allocated to the region and to the members of the branches.
18.4. The Regional structure shall be defined as 7 Regions comprising the following:
18.4.4. East Anglia
18.4.5. South East
18.4.7. South West
18.5 Additional Branches may be formed with the approval of the Board and will be allocated to such Region as may be appropriate.
18.6. Each Region may appoint a President in consultation with the Chief Executive.
18.7. Unless prescribed otherwise by the Bye-Laws, the functions of a Regional Committee shall be:
18.7.1. To consider the affairs of the Association dealt with by the Board as recorded in the Minutes of its meetings;
18.7.2. To control, supervise, assist and advise Branches within the Region;
18.7.3. To recruit new members and assist in the formation of new Branches within the Region;
18.7.4. To make regulations governing the proceedings and administration of the Regional Committees subject to such conditions as may be prescribed by the Byelaws,
18.7.5. To take disciplinary action as may be deemed expedient in all circumstances,
18.7.6. To investigate and when necessary report to the Board on the affairs of any Branch, including in particular the financial affairs of a Branch, and any case where in its opinion a Branch should be closed;
18.7.7. To consider and take action on any matter referred to it by the Board and make representations to the Board on any matter concerning the welfare of the Association;
18.7.8. To consider any recommendations submitted to it by a Branch and take appropriate action thereon.
18.8. Except as provided in these Bye-Laws, the Board shall exercise its jurisdiction over Branches and be approached by Branches through the appropriate Regional Committees, but in exceptional cases, the necessity of which the Board shall be the sole judge, the Board may deal directly with any Branch of the Association.
18.9. Subject to such terms and conditions as may be laid down by the Board, to make a grant or a loan to a Region of the Association, to comply with statutory requirements and the Association’s Objects by enabling Regional Officers to travel to Branches of the Region as may be necessary for the conduct of Association business and to promote its efficiency and effectiveness. Said grants shall be for the sole use of Regional Trustees as identified at 14.2.3 above.
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