THE 2003 ROYAL CHARTER OF INCORPORATION AND RULES

THE ROYAL BRITISH LEGION

(Incorporated by Royal Charter)

199 BOROUGH HIGH STREET

LONDON SE1 1AA

THE

2003

ROYAL CHARTER

INCORPORATION

AND

RULES

VERSION 14

OCTOBER 2019

(Registered Charity No. 219279)

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ROYAL CHARTER OF INCORPORATION

Recitals

Elizabeth the Second by the Grace of God of the United Kingdom of Great Britain and Northern Ireland

and of Our other Realms and Territories Queen, Head of the Commonwealth, Defender of the Faith.

TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING!

WHEREAS His Majesty King George the Fifth in the year of our Lord one thousand nine hundred and

twenty five by Royal Charter (hereinafter called the 'Original Charter') dated the twenty-first day of April in

the fifteenth year of His Reign constituted a Body Corporate and Politic by the name of the 'British

Legion':

AND WHEREAS the purposes for which the Legion was incorporated were to inaugurate and maintain in

a strong, positive, non-sectarian, united and democratic comradeship all those who serve or have served

in Our Navy, Army or Air Force on Regular, Reserve or Auxiliary engagements so that neither their efforts

nor their interests shall be forgotten and that just and equitable treatment shall be secured to them in

respect of the difficulties caused in their lives as a result of their services and to consecrate and sanctify

that comradeship by devotion to mutual service and helpfulness; and to perpetuate in the civil life of the

Commonwealth and the world the principles for which the Nation stands, to inculcate a sense of loyalty to

the Crown, Community and Nation, to promote unity amongst all classes, to secure peace and goodwill

and to safeguard and transmit to posterity the principles of justice, freedom and democracy:

AND WHEREAS His Majesty King George the Sixth and We Ourselves were graciously pleased to grant

Supplemental Charters of various dates amending the Original Charter:

AND WHEREAS We were graciously pleased to declare by the Supplemental Charter dated the tenth day

of September one thousand nine hundred and seventy-one, that the British Legion should henceforth be

known as 'The Royal British Legion':

AND WHEREAS by the Supplemental Charter dated the tenth day of April one thousand nine hundred

and seventy-nine (hereinafter referred to as the '1979 Supplemental Charter') the Original Charter and all

earlier Supplemental Charters were revoked except insofar as their provisions incorporated the Body

Corporate and Politic by the name of The Royal British Legion and conferred upon it perpetual succession

and authorised it to have a Common Seal and to sue and be sued:

AND WHEREAS by the Supplemental Charter dated the 27th day of May One Thousand Nine Hundred

and Ninety-Three (the '1993 Supplemental Charter') the Original Charter and all earlier Supplemental

Charters were further amended:

AND WHEREAS The Royal British Legion has by its humble petition represented unto Us that it is

expedient that the Original Charter as amended by the 1979 Supplemental Charter and the 1993

Supplemental Charter should be further amended and that this can best be effected by the grant of a new

Supplemental Charter replacing the 1993 Supplemental Charter and the earlier Supplemental Charters

and has prayed for the grant of a new Supplemental Charter accordingly:

Articles

THEREFORE KNOW YE that We are pleased to command on behalf of our heirs and successors, as

follows:

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1. Revocation

This declaration revokes the 1993 Supplemental Charter, except for Articles 1 and 2. These

Articles confirm The Royal British Legion as a corporate body for all time, with the right to have a

Common Seal, to sue and be sued, and to hold and to use all the other powers of a corporate

body. Anything that has been lawfully done under the 1993 Supplemental Charter remains legal

and valid; the revocation does not affect it.

2. Definitions

2.1 In the Charter and the Rules, unless the context requires otherwise:

'Annual Conference'

has the meaning given from time to time by the Rules;

'Armed Forces'

means the Armed Forces of the United Kingdom and the Armed

Forces under Our, Our Predecessors, Heirs or Successors’ direct

command or that of Our, Our Predecessors, Heirs or Successors’

government;

'auxiliary member'

means any organised group supplementing but not directly

incorporated in the Armed Forces comprised of either civilian

volunteers undertaking support functions or additional personnel

directly performing military duties;

'Beneficiary'

means:

(a) any regular, reserve or auxiliary member or former member, of

any rank, of any branch of the Armed Forces who has served at

least a day in the Armed Forces;

(b) any merchant mariner who has seen duty on legally defined

military operations;

(i) with the Mercantile Marine afloat in hostile waters;

(ii) in the Home Guard; or

(iii) in a Bomb and Mine disposal unit; and

(d) any individual entitled to a campaign medal issued by the

Armed Forces to those giving them direct support or under their

command.

The Board of Trustees, at its absolute discretion, may consider

applications from individuals and organisations not obviously

eligible for assistance under paragraphs (a) to (d) above. However,

no conscientious objector may qualify as a Beneficiary unless they

subsequently served in the Armed Forces or as an auxiliary

member.

'Board of Trustees'

means the governing body of the Legion, being charity trustees of

the purposes of the Charities Act, established by Article 10 of the

Charter in accordance with the Rules and 'Trustee' means any one

of them;

'Charitable'

means purposes that are exclusively charitable under the laws of

England and Wales provided that they shall not include any

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purpose which is not charitable in accordance with section 7 of the

Charities and Trustee Investment (Scotland) Act 2005 and section

2 of the Charities Act (Northern Ireland) 2008;

'Charities Act'

means the Charities Act 1992 and the Charities Act 2011;

'Charter'

means the Royal Charter granted by King George the Fifth on

21 April 1925, continued by the Supplemental Charters of

10 April 1979 and 27 May 1993 as amended by this Supplemental

Charter and as it may be further amended from time to time;

'Conference Committee'

means the committee established by the Board of Trustees in

accordance with the Rules;

'Conflicted Trustee'

means a Trustee in respect of whom a conflict of interest arises or

may reasonably arise because the Conflicted Trustee or a

Connected Person is receiving or stands to receive a benefit (other

than payment of a premium for indemnity insurance) from the

Legion, or has some separate interest or duty in a matter to be

decided, or in relation to information which is confidential to the

Legion;

'Connected Person'

in relation to a Trustee, means a person with whom the Trustee

shares a common interest such that he may reasonably be

regarded as benefiting directly or indirectly from any material

benefit received by that person, being either a member of the

Trustee's family or household or a person or body who is a

business associate of the Trustee or other person with whom the

Trustee is connected, and (for the avoidance of doubt) does not

include a company with which the Trustee's only connection is an

interest consisting of no more than 1% of the voting rights;

'Custodian'

means a person or body who undertakes safe custody and/or

administration of assets or documents or records relating to them;

'Dependant'

includes, but shall not be limited to:

(a) any Spouse of a Beneficiary;

(b) any person (whether adult or child) who is financially

dependent or dependent for care on a Beneficiary or Spouse

of a Beneficiary;

(d) any parent, sibling or other named next of kin of a Beneficiary

('Immediate Family Members') for a period of two years

from the date of the Beneficiary's death or the date that the

Beneficiary sustained a severe injury. Where an inquest is to

be held into the death of a Beneficiary, Immediate Family

Members will be deemed to be Dependants until the inquest

has been completed.

The decision of the Board of Trustees as to the interpretation of this

definition of Dependant is final and binding, but always subject to

the jurisdiction of the courts;

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'Financial Expert'

means an individual, company or firm authorised to give investment

advice under the Financial Services and Markets Act 2000;

'Firm'

includes a limited liability partnership;

'Legion'

means The Royal British Legion, a registered charity, incorporated

by the Charter;

'Members'

means the members of the Legion as set out in the Rules;

'Membership Council'

means a committee established by, and accountable to, the Board

of Trustees, with such responsibility for the management and

administration of Members and membership issues as the Board of

Trustees may from time to time determine;

'Membership Handbook'

means the rulebook adopted by the Board of Trustees and the

Membership Council;

'National Officers'

means the Officers of the Legion specified in Article 9;

'Nominee Company'

means a corporate body registered or having an established place

of business in England and Wales which holds title to property for

another;

'Objects'

means the Legion's exclusively Charitable purposes as set out in

Article 3;

'Rules'

means the Rules in the Schedule to this Charter, as they may be

amended from time to time;

'Social Investment'

as defined in section 292A Charities Act 2011;

'Special Conference'

means a Conference of the Legion held in accordance with the

Rules;

'Special Resolution of

the Annual Conference'

means a resolution of the Conference formed as either an Annual

Conference or a Special Conference on a motion of which due

notice shall have been given before the Conference and passed by

a two thirds majority of those present entitled to vote and voting;

'Special Resolution of

the Board of Trustees'

means a resolution of the Board of Trustees on a motion of which

due notice shall have been given to the members of the Board of

Trustees before the meeting at which the motion is to be

considered and passed by a majority of two thirds of those present

qualified to vote and voting;

'Spouse'

includes:

(a) any partner of a Beneficiary by marriage, civil partnership or

cohabiting relationship;

(b) any former partner of a Beneficiary by marriage or civil

partnership;

(d) any surviving civil partner or cohabiting partner of a

Beneficiary

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For the avoidance of doubt, Spouse includes any former partner of

a Beneficiary by reason of divorce or formal separation;

'Standing Orders of

Conference'

means the rules drafted by the Conference Committee in

accordance with Article 11.2; and

'Taxable Trading'

means carrying on a trade or business on a continuing basis which

is for the principal purpose of raising funds rather than for the

purpose of actually carrying out the Objects, unless the profits of

the Legion from that trade or business are exempt from tax by

reason of any legislation from time to time in force.

2.2 In the Charter and the Rules, unless the context otherwise requires:

(a) references to an Act of Parliament are to that Act as amended or re-enacted from time to

time and to any subordinate legislation made under it;

(b) use of the singular includes the plural and vice versa; and

3. Objects

The Objects for which the Legion has been established and incorporated are:

(a) to relieve need, suffering and distress of Beneficiaries and their Dependants and to further

the education of Beneficiaries and their Dependants;

(b) to relieve need and protect the mental and emotional health of the Dependants of

Beneficiaries who have died or been severely injured;

serving in the Armed Forces;

(d) to promote and support schemes for the resettlement, rehabilitation, retraining and

sheltered employment of Beneficiaries and their Dependants; and

(e) to promote the commemoration for the public benefit of those who have died whilst serving

in the Armed Forces.

4. Powers

The Legion has the power to do anything within the law which may promote or help to promote the

Objects including (but without limitation) the power:

Operations

(a) to arrange for and assist Dependants to visit the graves of those who have fallen in service;

(b) to publish a Legion magazine (whether in print, electronically or by other means);

Beneficiaries and/or their Dependants who are in need by reason of poverty, age, mental or

physical ill-health and/or disability. This may include purchasing services from independent

agencies and providing rest breaks for volunteer carers of Beneficiaries or Dependants;

(d) to make grants or loans, with or without security, to Beneficiaries who are in need and their

Dependants to help them find and keep their job or maintain their home;

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(e) to organise Festivals of Remembrance, services and parades to perpetuate the memory of

sacrifices made during service with the Armed Forces in war and peace;

Campaigning

(f) to alone or with other organisations seek to influence public opinion and make

representations to and seek to influence governmental and other bodies and institutions

regarding the reform, development and interpretation of appropriate policies, legislation and

regulations provided that all such activities shall be confined to those which a charity

registered in England and Wales may properly undertake;

Working with other organisations

(g) to consult, advise, co-operate with or assist others;

(h) to support, administer or establish other charities or other organisations;

(i) to acquire and take over to such an extent as may be thought fit (and permitted by law) the

assets, liabilities and undertakings of any person or body whatsoever;

(j) to act as trustee of Charitable trusts jointly with one or more other trustees or, where it may

legally do so, as sole corporate trustee;

(k) to establish or acquire subsidiary companies (whether or not wholly owned by the Legion);

(l) to amalgamate with any other bodies that are charitable and have objects similar to the

Objects and that restrict the payment of any dividend or profit to, and the distribution of

assets amongst, their members at least to the same extent as such payments are restricted

under the Charter;

Fundraising

(m) to accept gifts and raise funds (but not by means of Taxable Trading);

(n) to enter into any funding or other arrangement with any government or any other authority;

(o) to administer and execute the trusts of any gift or transfer;

Finance

(p) to borrow and raise money;

(q) to open and operate bank accounts and other facilities for banking in the name of the

Legion;

(r) to give security for loans or other obligations (but only in accordance with the restrictions

imposed by the Charities Act);

(s) to guarantee the performance of the contracts or obligations of any person or organisation

and to give any warranties, indemnities, guarantees or undertakings on account of any

covenants, promises, pledges, assurances or trusts that might be undertaken by the Legion

or in connection with any agreement or arrangement whatsoever, whether or not the Legion

is a party to the same;

Reserves

(t) to set aside funds for special purposes or as reserves against future expenditure;

Property

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(u) to acquire, hire or charge property and/or any interest in, or relating to, land of such kind

and on such terms and to appoint such advisers, surveyors, managers and builders and

other advisers and contractors on such terms as the Board of Trustees shall determine;

(v) to let, license or dispose of any interest in property of any kind (but only in accordance with

the restrictions imposed by the Charities Act);

Investments

(w) to deposit or invest its funds in any manner as may be thought fit (including, but not limited

to, the establishment of trading or other subsidiaries of any kind), but only after obtaining

such advice from a Financial Expert as the Board of Trustees consider necessary and

having regard to the suitability of investments and the need for diversification;

(x) to delegate the management of investments to a Financial Expert, but only on terms that:

(i) the investment policy is set down in writing for the Financial Expert by the Board of

Trustees;

(ii) the performance of the investments is reviewed regularly with the Board of Trustees;

(iii) the Board of Trustees is entitled to cancel the delegation arrangement at any time;

(iv) the investment policy and the delegation arrangement are regularly reviewed by the

Board of Trustees;

(v) all payments due to the Financial Expert are on a scale or at a level that is agreed in

advance and are notified promptly to the Board of Trustees on receipt; and

(vi) the Financial Expert must not do anything outside the powers of the Legion;

(y) to arrange for investments or other property of the Legion to be held in the name of a

nominee company acting under the direction of the Board of Trustees or of a Financial

Expert acting under its instructions, and to pay any reasonable fee required;

(z) to deposit documents and physical assets with any company registered or having a place of

business in England or Wales as Custodian, and to pay any reasonable fee required;

(aa) to make Social Investments in accordance with section 292B Charities Act, as if that section

applied to the Legion. In carrying out Social Investments, the Board of Trustees will comply

with the duties set out in section 292C Charities Act as if that section applied to the Legion;

Insurance

(bb) to insure the property of the Legion (including, for the avoidance of doubt, any property not

owned by the Legion but under its control) against any foreseeable risk and to take out

other insurance policies to protect the Legion when required;

Trustee indemnity

(cc) without prejudice to any indemnity to which the person concerned may otherwise be entitled

and to the extent permitted by law, to indemnify Trustees and to purchase indemnity

insurance for Trustees;

Staff and volunteers

(dd) subject to Article 5, to employ officers, employers and workers and to engage consultants,

advisers, agents and volunteers upon such terms and conditions as may be thought fit; and

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(ee) to provide and contribute to pension and other death-in-service or other benefits for

employees and former employees of the Legion and their dependants.

5. Application of income and capital

5.1 The property and funds of the Legion must be used only for promoting the Objects and do not

belong to the Members but, subject to compliance with Article 6.1:

(a) Members may be paid interest at a reasonable rate on money lent to the Legion;

(b) Members may be paid a reasonable rent or hiring fee for property let or hired to the Legion;

(d) Members may receive reasonable and proper remuneration for any goods or services

supplied to the Legion.

5.2 A Trustee or a Connected Person must not receive any payment of money or other material

benefit (whether directly or indirectly) from the Legion except:

(a) interest at a reasonable rate on money lent to the Legion;

(b) a reasonable rent or hiring fee for property let or hired to the Legion;

(d) reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs)

actually incurred in running the Legion;

(e) the benefit of indemnity insurance as permitted by the Charities Act;

(f) an indemnity in respect of any liabilities properly incurred in running the Legion (including

the costs of a successful defence to criminal proceedings); and

(g) in exceptional cases, other payments or benefits (but only with the written consent of the

Charity Commission in advance).

5.3 No Trustee or Connected Person may be employed by the Legion except in accordance with

Article 5.2(g), but any Trustee or Connected Person may enter into a written contract with the

Legion to supply goods or services in return for a payment or other material benefit, but only if:

(a) the goods or services are actually required by the Legion, and the Trustees decide that it is

in the best interests of the Legion to enter into such a contract;

(b) the nature and level of the consideration is no more than is reasonable in relation to the

value of the goods or services and is set in accordance with the procedure in Article 6.1;

and

6. Conflicts of interest and loyalty

6.1 Subject to Article 6.2, any Trustee who becomes a Conflicted Trustee in relation to any matter

must:

(a) declare the nature and extent of his interest before discussion begins on the matter;

(b) withdraw from the meeting for that item after providing any information requested by the

Trustees;

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(d) be absent during the vote and have no vote on the matter.

6.2 When any Trustee is a Conflicted Trustee, the Trustees who are not Conflicted Trustees, if they

form a quorum without counting the Conflicted Trustee and are satisfied that it is in the best

interests of the Legion to do so, may by resolution passed in the absence of the Conflicted

Trustee authorise the Conflicted Trustee, notwithstanding any conflict of interest or duty which has

arisen or may arise for the Conflicted Trustee, to:

(a) continue to participate in discussions leading to the making of a decision and/or to vote;

(b) disclose to a third party information confidential to the Legion;

Conflicted Trustee or a Connected Person of any payment or material benefit from the

Legion; or

(d) refrain from taking any step required to remove the conflict.

7. Membership

The Legion shall have the types of membership as set out in the Rules.

8. Patron

There shall be a Patron of the Legion.

9. National Officers

The National Officers shall be the National President, National Chairman and National Vice-

Chairman of the Legion. The National Chairman and the National Vice-Chairman shall be elected

by the members. The National President shall be appointed by the Board of Trustees.

10. Board of Trustees

The Legion shall have a Board of Trustees as its governing body. The majority of the Board of

Trustees is elected by the members. The Rules set out its composition, functions and powers.

11. Conferences of the Legion

11.1 The Legion will hold conferences at times and places determined in accordance with the Rules.

11.2 The Conference Committee shall draft the Standing Orders of Conference which shall be

approved by the Board of Trustees. The Standing Orders of Conference shall set out the powers

and duties of the conferences, the nature of the business they will transact, the rights of

representation and the manner in which conferences shall proceed.

12. Structure of the Legion

The structure of the Legion will be as prescribed by the Board of Trustees in accordance with the

Rules and the Membership Handbook.

13. Branches

The Legion will have Branches, whose constitution, functions, powers and conditions of operation

are set out in the Rules and the Membership Handbook.

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14. Rules

14.1 The Rules in the Schedule to this Charter will be the Rules of the Legion until any or all of the

Rules are revoked, altered or added to by a Special Resolution of the Board of Trustees. Any

amendment to a Rule must not conflict with the Charter which shall always prevail.

14.2 Conferences, the Board of Trustees, Branches, individual members and administrative structures

of the Legion must in all circumstances act in accordance with the Charter and the Rules.

15. Amendment to Charter

The Charter may from time to time be altered, added to or revoked by a Special Resolution of an

Annual Conference that has been subsequently ratified by a Special Resolution of the Board of

Trustees. However, the change will not take effect unless allowed by Us, Our Heirs or

Successors in Council. This Article will apply to this Charter, and to any Supplemental Charter,

that is altered, added to or revoked. The change will not affect the validity of anything done under

this Charter, or any Supplemental Charter, before the date on which the amendment comes into

effect, but thereafter this Charter and any Supplemental Charter will operate as though their

amended form had been the original.

16. Surrender of Charter

16.1 The Board of Trustees may decide to surrender the Charter or any Supplemental Charter and

dissolve the Legion with:

(a) the agreement of at least five-sixths of the Branches whose representatives are voting at a

Special Conference called for that purpose; and

(b) the approval of Us, Our Heirs or Successors in Council and on such terms as We or they

may consider fit.

16.2 In the event of a decision in accordance with Article 16.1, the Board of Trustees will wind up the

affairs of the Legion and in such winding up must realise the whole of the Legion's assets. After

discharging all lawful liabilities, the assets (if any) remaining must be applied in one or more of the

following ways:

(a) by transfer to one or more other bodies established for exclusively Charitable purposes

within, the same as or similar to the Objects;

(b) directly for the Objects or for Charitable purposes which are within or similar to the

Objects;

approve in writing in advance.

17. Construction

On behalf of Our Heirs, Successors and Us, We confirm that these documents will be wholly valid

and effective in law according to their literal and intended meaning, and will be taken and

understood in the most favourable sense for the best advantage of the Legion, both in Our Courts

of Record and elsewhere by all judges, justices, Officers, Ministers and all other subjects of Ours,

Our Heirs and Successors, despite any oversights, mistakes or other omission, fault or

inconsistency.

WITNESSED by me at Westminster on this 30th day of May in the fifty-second year of our reign

BY WARRANT UNDER THE QUEEN'S SIGN MANUAL

[signature]

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THE SCHEDULE

RULES OF THE ROYAL BRITISH LEGION

MEMBERSHIP OF THE LEGION

1. Classes of and qualification for membership

The Legion shall have the following classes of membership:

1.1 Members of the Legion

People eligible to be Members are men and women over 17 who support the Objects and commit

themselves to take an active part in promoting them.

1.2 Life Members of the Legion

(a) Life Members are those whose services to the Legion, in the opinion of the National

Chairman, merit this honour and are awarded it.

(b) Life Members also include people who were admitted to Life Membership before

9 June 1962 on payment of a lump sum in lieu of all future annual fees and subscriptions.

Life Membership before 30 September 2016.

1.3 Youth Members

People eligible to be Youth Members are aged over 12 but under 18 who support the Objects.

2. Admission to Membership

2.1 Membership shall be open to anyone, other than conscientious objectors, who qualify for a

particular class of membership.

2.2 Application for membership as a Member or Youth Member must be in a form specified by the

Board of Trustees from time to time.

2.3 Every Member must be a member of at least one Branch.

2.4 The Membership Council shall, acting under delegated authority from the Board of Trustees,

determine all questions relating to the admission, termination or re-categorisation of membership.

2.5 A Branch Committee may raise an objection with its County/District Committee through the

County/District Membership Support Officer should it wish not to admit a new member into the

Branch.

3. Register of Members

The Legion shall maintain the Central Register. Each Branch must notify its Membership Support

Officer of any changes to its membership as soon as is reasonably practicable.

4. Membership fees and Branch subscriptions

4.1 Every Member, excluding Youth Members, Life Members and Members awarded a National

Certificate of Appreciation, must pay an annual membership fee to the Legion for each branch of

which they are a member. Youth members must pay a joining fee to the Legion.

4.2 The Annual Conference determines the annual membership fees and youth joining fees from time

to time, to take effect at the beginning of the Legion's next Corporate Financial Year.

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4.3 Additionally, each Branch may set an annual Branch subscription payable by every Member of its

Branch except Youth Members.

4.4 Any Member whose membership fee or Branch subscription is three months in arrears will, unless

Rule 4.5 applies, cease to be a Member of that Branch, and his name must be removed from the

Central Register.

4.5 A Member who can prove, each year, that he is unable, for whatever reason, to keep paying his

membership fee and Branch subscription may be permitted by the Branch Committee to remain a

Member, despite non-payment of such fee and subscription, on terms set by that Branch

Committee. The Branch is responsible for providing, solely from the Branch subscriptions paid by

other members of that Branch, the membership fee due in respect of any Member so excused.

THE BOARD OF TRUSTEES

5. Composition and selection of the Board of Trustees

5.1 The Board of Trustees consists of the following:

(a) National Chairman;

(b) National Vice-Chairman;

(d) Up to 6 Appointed Trustees; and

(e) the Women's Section Chairman.

5.2 The Board of Trustees shall from time to time determine an appropriate selection process for all

prospective members of the Board of Trustees, including but not limited to, meeting the essential

requirements of any role description and eligibility criteria.

6. National Chairman and National Vice-Chairman

6.1 Subject to Rule 5.2, the National Chairman and the National Vice-Chairman are elected by ballot

of all Voting Branches in accordance with procedures determined by the Board of Trustees from

time to time.

6.2 Subject to Rule 5.2, Voting Branches may nominate one Member or Life Member as a candidate

for election as National Chairman and National Vice-Chairman in each year in which an election is

to be held.

7. Elected Trustees

7.1 Subject to Rule 5.2, Elected Trustees are elected by ballot of all Voting Branches in accordance

with procedures determined by the Board of Trustees from time to time.

7.2 Subject to Rule 5.2, Voting Branches may nominate one Member or Life Member as a candidate

for election to the Board of Trustees in each year in which an election is to be held.

8. Appointment of Appointed Trustees

Subject to Rule 5.2, Appointed Trustees are appointed by the Board of Trustees.

9. Tenure of the Board of Trustees

9.1 Unless Rule 9.5 shall apply:

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(a) the National Chairman and National Vice-Chairman shall serve from the close of Annual

Conference immediately following their election until the close of Annual Conference three

years later;

(b) Elected Trustees shall serve from the close of Annual Conference immediately following

their election until the close of Annual Conference three years later; and

no longer than three years.

9.2 Members of the Board of Trustees whether elected, appointed or a combination of both, may

serve no more than three terms and one Partial Term. They may additionally serve a term as

National Vice-Chairman and a term as National Chairman.

9.3 The National Chairman is not eligible for re-election or re-appointment to any position on the

Board of Trustees.

9.4 The National Vice-Chairman is not eligible for re-election or re-appointment to any position on the

Board of Trustees except he may be elected National Chairman.

9.5 A Trustee's term of office automatically terminates if:

(a) he is prohibited by law from acting as a charity trustee (including by virtue of the Charities

Act);

(b) the Trustees reasonably believe that he is incapable, whether mentally or physically, of

managing his own affairs;

consecutive meetings of the Trustees;

(d) he resigns by written notice to the Trustees (but only if at least two Trustees will remain in

office); or

(e) the Trustees resolve by Special Resolution that, in their reasonable opinion, the Trustee in

question has acted in a way that is contrary to the Objects or he is unable to carry out

properly the duties of a Trustee.

9.6 Any vacancy occurring among the Elected Trustees, the National Chairman or the National Vice-

Chairman shall be filled, for the remainder of its term, by the unelected candidate who polled the

next largest number of votes in the election at which the elected person who caused the vacancy

was elected. Should there be no such candidate and the remainder of the term for the position in

question is:

(a) less than 15 months, a suitable Member or Life Member may be co-opted by the Board of

Trustees for the unexpired period of the term; this would constitute a Partial Term for the

person concerned; and

(b) more than 15 months, an election shall be held in accordance with Rule 7.1.

10. Powers and duties of the Board of Trustees

10.1 Subject to the provisions of the Rules, the affairs of the Legion are to be managed and

administered by the Board of Trustees.

10.2 The Board of Trustees has the right to use all powers of the Legion except where the Charter or

these Rules state that these must be exercised by Annual Conference. In particular, the Trustees

have the following powers in the administration of the Legion in their capacity as trustees:

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(a) to authorise any person on behalf of the Board of Trustees, whether a Member or not, to

examine any or all of the deeds, documents, books or accounts of a County/District

Committee or a Branch; to audit such accounts; and at any time to visit a meeting of any

Branch or Branch Committee;

(b) to authorise and pay any reasonable expenditure for carrying out its duties. This includes

the proper and reasonable expenses of the Board of Trustees and its committees, the

payment of salaries, wages, pensions and superannuation of the Legion's employees after

necessary deductions, and any other expenditure on functions specified in the Rules or

elsewhere;

of any charitable trust) to committees or in accordance with Rule 12; and

(d) to make standing orders, rules and/or regulations consistent with the Charter to govern the

administration of the Legion.

10.3 It is the duty of the Board of Trustees to decide all questions of policy and administration

connected with the Legion, having due regard to the recommendations (if any) of Annual

Conference, and to determine any questions that fall outside the scope of the Rules.

11. Proceedings of the Board of Trustees

11.1 The Board of Trustees is to meet for business as often as necessary and may make such

regulations for convening and conducting its meetings as it thinks fit, and may from time to time

alter or revoke the regulations.

11.2 The quorum for a meeting of the Board of Trustees shall, unless otherwise resolved by the Board

of Trustees, be eight.

11.3 A resolution (other than a Special Resolution of the Board of Trustees) signed by a majority of the

Board of Trustees (other than a Conflicted Trustee who has not been authorised to vote) shall be

as valid and effective as if it had been passed at a meeting of the Board of Trustees duly

convened and held. Any such resolution may consist of several documents in the like form each

signed or approved on behalf of one or more Trustees (including by email or electronic means)

and will be passed on the date of the last signature, email or other electronic confirmation.

11.4 An act, proceeding or resolution of the Board of Trustees may not be invalidated or questioned

because of any vacancy in its membership, or because a Trustee's appointment or election is

disqualified or irregular, or because notice of a meeting was accidentally not given to or not

received by any Trustee or Trustees.

12. Delegation and committees

12.1 Subject to the Charter and these Rules, the Trustees may delegate any of the powers which are

conferred on them under the Charter and these Rules:

(a) to such person or committee;

(b) by such means (including by power of attorney);

(d) in relation to such matters; and

(e) on such terms and subject to such conditions

as they on each occasion think fit provided that the Trustees shall exercise reasonable

supervision of such delegates.

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12.2 If the Trustees so specify, any such delegation may authorise further delegation of the Trustees'

powers by any person to whom they are delegated.

12.3 The Trustees may revoke or vary any delegation in whole or in part.

12.4 The Board of Trustees will appoint a committee known as the Membership Council and may, from

time to time:

(a) appoint such other committees as are necessary to manage the affairs of the Legion;

(b) delegate such of its powers and duties to these committees as it thinks fit in accordance

with this Rule 12 and bring such delegation to an end at any time;

such committees; and

(d) alter or revoke such regulations.

13. National President

13.1 The National President shall be appointed by the Board of Trustees for a three year term.

13.2 The National President, although not a member of the Board of Trustees, is entitled to attend and

speak but not propose, second or vote on a resolution at meetings of the Board of Trustees or

Annual Conference.

13.3 The National President shall not be entitled to attend Annual Conference as a Branch or

County/District delegate.

ANNUAL CONFERENCE

14. The Annual Conference

14.1 The Legion must hold a conference each calendar year, to be known as the Annual Conference.

14.2 The Annual Conference is held over a two-day weekend preceding the Spring Bank Holiday or at

another time of its choice, normally at a place to be decided by the Annual Conference four years

previously save that the Board of Trustees may determine an alternative date or location.

15. Attendance at Annual Conference

15.1 Each Voting Branch is entitled to send one delegate to the Annual Conference, and any Voting

Branch with a total of more than 300 Members and Life Members, as recorded on the Central

may send a second delegate. Those Voting Branches with more than 1000 members may send

further delegates calculated on the basis of one additional delegate for every 500 members over

1000 (as recorded on the Central Register).

15.2 All Voting Branch delegates must be Members or Life Members.

15.3 Voting Branch delegates shall be entitled to attend, speak and vote at the Annual Conference.

15.4 Each County/District Committee is entitled to send one delegate to the Annual Conference. This

delegate has the right to speak in the course of any discussion there, whether on a motion or

otherwise, but is not entitled to vote.

15.5 Trustees and members of the Membership Council may attend the Annual Conference and speak

in any discussion there, but are not entitled to vote or to attend as the delegate of any Branch or

County/District.

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15.6 Members of the Legion's Executive Board may, if so invited by the Chairman of Annual

Conference, speak on any point of information, but are not entitled to propose, second nor speak

for or against any Charter Motion or Motion. Neither may they vote or attend as the delegate of

any Branch or County/District.

16. Conduct and business of the Annual Conference

16.1 The National President shall preside at the opening of the Annual Conference.

16.2 The National Chairman or, in his absence, the National Vice-Chairman is to be the Chairman of

the Annual Conference.

16.3 The business of the Annual Conference of the Legion comprises:

(a) presentation of reports and accounts for the past year;

(b) the Director General's address to Annual Conference;

(d) consideration of issues of general policy raised by way of Motion by the Board of Trustees

or County/District Conferences or overseas or non-territorial Branches; and

(e) nominations for membership of the Conference Committee.

16.4 All decisions of the Annual Conference must be reached solely by the votes of the Voting Branch

delegates who are both present and voting. The quorum for Annual Conference shall be

determined by the Conference Committee.

17. Conference Committee

17.1 The Board of Trustees will appoint the Conference Committee to prepare the business of the

Annual Conference in accordance with these Rules and draw up Standing Orders for the conduct

of such business. These may include Standing Orders regulating the content of motions and the

way they are drafted for consideration by Annual Conference.

17.2 The Conference Committee will comprise:

(a) one member of the Board of Trustees;

(b) two members of the Membership Council nominated by the Chairman of the Membership

Council; and

17.3 Members of the Conference Committee nominated by Annual Conference shall serve for three

years and Annual Conference shall nominate a replacement Member or Life Member at the

Annual Conference immediately preceding the end of an existing member's tenure.

17.4 Members of the Conference Committee shall be eligible for re-appointment or re-nomination, but

no person shall serve more than three terms, a term being at least one year but no longer than

three years.

18. Special Conference

18.1 A Special Conference may be convened by a Special Resolution of the Board of Trustees in order

to address any urgent business which in the opinion of the Board of Trustees is of material

significance to the Objects.

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18.2 To the extent relevant, the Standing Orders relating to the business of Annual Conference apply

to all Special Conferences.

COUNTIES, DISTRICTS AND BRANCHES

19. Counties and Districts

19.1 Each County will have a County Conference and County Committee, and each District will have a

District Conference and District Committee. The officers of each County/District Conference are

the County/District President, County/District Chairman and County/District Vice-Chairman.

19.2 The Membership Handbook will set out the rules for the composition of County/District

Conferences, the appointment of the County/District officers and County/District Committees

19.3 The County/District Committee must make Bye-laws for the government of the County/District in

accordance with the terms of the Charter, these Rules and the Membership Handbook. The Bye-

laws will take effect when they have been approved by the Annual Meeting of the County/District

Conference and the Membership Council. Given this approval, the County/District Committee

may recommend alterations to such Bye-laws from time to time for approval by the Membership

Council.

19.4 The duties of the County/District Committee are to conduct the affairs of the County/District in

accordance with the Charter, the Rules and the Membership Handbook. For this purpose all

references to County/District Conferences in the Rules imply, where appropriate, references to

County/District Committees, and include:

(a) aiding the Board of Trustees in carrying out the work of the Legion and in particular

promoting the Objects;

(b) defining and allocating the geographical area for which each of its Branches is responsible

and ensuring that the whole area of the County/District is covered;

(d) helping to organise the Poppy Appeal and other benevolent fund-raising activities within the

County/District;

(e) appointing an Honorary County Poppy Appeal Co-ordinator whose duties, in co-operation

with staff appointed for that purpose, include ensuring that the legal requirements are

observed and that the total sums raised from street and house to house collections are sent

to the Poppy Appeal head office by the second Thursday in December;

(f) providing the Director General with any information he may require in the interests of the

Legion;

(g) maintaining records of its Branches as laid down in the Membership Handbook;

(h) in co-operation with staff appointed for those purposes, overseeing the Group sub-

Committees and Branches within its County/District;

(i) assisting staff; and

(j) being accountable to the next Conference for the decisions and actions taken between

Conferences.

20. Branches

20.1 The Membership Council must maintain a Register of Branches. The prior permission of the

Membership Council must be obtained to form a new Branch of the Legion.

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20.2 The Membership Council has power to agree to the formation of Special Branches which are set

up in the same way, have the same powers and functions and are subject to the same or

appropriately modified conditions, as an ordinary Branch.

20.3 Every Branch in a County/District is under the control of the County/District Committee for that

County/District. Branches overseas which do not come within a District come under the direct

control of the Board of Trustees.

20.4 Every Branch must make Bye-laws in accordance with the Charter and these Rules, to regulate

the affairs of the Branch. These Bye-laws will come into effect after they have been submitted to,

and approved by, the County/District Committee for the County/District in which the Branch is

located, or the Membership Council in the case of overseas Branches which do not fall within a

District. However, if a County/District Committee refuses to approve a Branch Bye-law, the

Branch is entitled to appeal against the refusal to the Membership Council, whose decision will be

final. Such Bye-laws must be based on model Bye-laws approved by the Membership Council.

20.5 Each Branch, unless otherwise authorised by the Membership Council, shall have a Branch

Chairman, a Vice-Chairman, an Honorary Treasurer and an Honorary Secretary. The

Membership Handbook will set out the rules for the appointment of the Branch officers, Branch

Committees and their role.

20.6 Each Branch Committee may appoint a President [and Vice-President(s)] of the Branch in

accordance with the Membership Handbook.

20.7 The duty of Branches is to promote actively the Objects within its geographical area.

CONFLICTS OF INTERESTS

21. Conflict of interests

21.1 This Rule 21 does not apply in relation to the Board of Trustees who must comply with the

provisions of the Charter.

21.2 Should any conflict of interests arise, the person concerned must declare the reason for the

conflict and refrain from all involvement in the matter in question. Such conflicts shall be minuted

or otherwise appropriately recorded in writing.

21.3 Failure to act in accordance with Rule 21.2 may be investigated in accordance with the

procedures authorised by the Membership Council.

21.4 Current members of Legion staff wishing to take up any volunteer Legion position at National or

County/District level must obtain prior approval in writing from the Director General.

GENERAL

22. Legion staff

22.1 The Board of Trustees must appoint and may dismiss a Director General and a Director of

Finance. In addition the Board of Trustees authorises the Director General to appoint and dismiss

other staff as necessary. The Director General will provide staff to support the Branches and

Counties/Districts to deliver an effective service under this authority.

22.2 If the position of Director General or Director of Finance becomes vacant, the Board of Trustees

must advertise the appointment and invite applications for the position. Meanwhile it may appoint

an acting Director General or Director of Finance until a permanent appointment is made.

23. Finance

23.1 The Legion must hold the following separate accounts for its funds:

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(a) the General Fund;

(b) the Benevolent Fund established for the purposes defined in the Objects;

(d) an account for each Branch;

(e) other accounts the Board of Trustees may approve from time to time.

23.2 The Board of Trustees may from time to time make regulations, in accordance with the Charter

and these Rules, governing the management of the Legion's financial affairs.

24. Liability and indemnity

24.1 Unless the Board of Trustees has given specific instructions or delegated the authority to do so, a

member, or anyone representing any Conference, Council, Board, Committee, Branch or sub-

Branch, may not gain credit or incur any financial or other liability on behalf of the Legion or any

member of the Legion.

24.2 No formation or person is authorised to use The Royal British Legion name, logo, headed paper

or email signature in a way that may mislead and give the recipient the wrong impression that they

have a contract with The Royal British Legion. All correspondence will bear the formation's title

and address and the Legion's registered charity number in clear legible characters and the

signatory will clearly state his name and position legibly and prominently.

24.3 No Member, except those appointed to paid positions, is legally entitled to claim payment for any

services rendered on behalf of the Legion, unless in accordance with the terms of a contract

signed by the National Chairman or Director General of the Legion, or individuals to whom they

have specifically delegated this power.

24.4 A former member of the Legion may not claim back the fees, subscriptions or other money he has

paid to the Legion except as a loan.

25. Complaints

25.1 Complaints against any member of staff, volunteer, member (of whatever class of membership),

committee or formation of the Legion shall be handled in accordance with procedures authorised

by the Membership Council.

25.2 Any complaint against the Director General, Director of Finance or a Trustee shall be heard by the

Board of Trustees.

26. The Seal

The Board of Trustees has the custody of the Seal of the Legion and controls its use and

authentication.

27. Badge

27.1 The Seal of the Legion forms the basis of any badge used by the Legion. Only the Board of

Trustees may authorise the use of the badge or any representation of it.

27.2 A badge is issued to a Member by the Secretary of the Branch to which he belongs, on payment

of a sum that is set from time to time and is separate from the membership fee and branch

subscription.

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28. Head Office

The head office of the Legion shall be located in the United Kingdom of Great Britain and Northern

Ireland (excluding Scotland).

29. Definitions

29.1 Any words and phrases used in the Charter shall have the same meaning when used in these

Rules and any rules of interpretation set out in the Charter shall apply to these Rules.

29.2 In addition, in these Rules, unless otherwise required:

'Annual Conference'

means a conference held in accordance with Rules 14 to 18;

'Benevolent Fund'

means the central account under the control of the Board of

Trustees to which is credited:

(a) all gifts of money or property where donors do not specify that

their gifts should go to the General Fund;

(b) other land, money, securities or other property at the discretion

of the Board of Trustees;

'Central Register'

means the central register of members;

'Corporate Financial

Year'

means the financial year of the corporate body of the Legion, which

shall be from 1 October to 30 September, or such other dates as

the Board of Trustees may determine from time to time;

'County/District'

means the administrative County or District of the Legion as the

case may be;

'Director of Finance'

means the person appointed to that position in accordance with

Rule 22;

'Director General'

means the person appointed to that position in accordance with

Rule 22. References to the Director General include references to

anyone authorised by him or the Board of Trustees to perform any

of his functions;

'Field Financial Year'

means the financial year of Counties, Districts and Branches, which

shall be from 1 July to 30 June, or such other dates as the Board of

Trustees may determine from time to time;

'General Fund'

means the central account under the control of the Board of

Trustees to which is credited:

(a) annual membership fees;

(b) all land, money, securities or other property acquired by the

Legion specifically identified for the General Fund;

gifts should go to the General Fund;

'Partial Term'

means a period of time less than a full term caused by either the

premature ending of a full term held by the previous incumbent or

by the current incumbent not fulfilling a full term for good reason if

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so agreed by the National Chairman;

'Voting Branch'

means a Branch which has:

(a) submitted, on or before 30 September in the preceding

calendar year, its receipts and payments accounts for the

Legion's previous Field Financial Year; and

(b) submitted, on or before 31 December in the preceding

calendar year, its completed Form MS1 for the Legion's

current Corporate Financial Year,

and shall have the right:

(i) to send a delegate or delegates to Annual Conference

and the County/District Conference in which the

Branch is located; and

(ii) to nominate candidates for, and vote in, any election

for National Chairman, National Vice-Chairman or

Elected Trustee; and

(iii) to nominate a candidate for, and vote in, any election

for a Membership Council member in the Membership

Council area in which the Branch is located; and

(iv) to nominate candidates for, and vote in, any election

for County/District Offices and positions in the

County/District in which the Branch is located;

'Women's Section'

means a formation membership of which is open to women only.

For administrative purposes, within these Rules, references to

County and/or District shall include the whole of the Women's

Section.