CONSTITUTION OF THE BRITISH VIRGIN ISLANDS RED CROSS, AN OVERSEAS BRANCH OF THE BRITISH RED CROSS SOCIETY
- By Article 5.21 of the Supplemental Royal Charter of the British Red Cross Society dated 22nd July 1997 the Society has the power to establish overseas branches as separate legal entities in accordance with the relevant local law.
- The British Virgin Islands Red Cross was established by the British Red Cross Society as an Overseas Branch and was incorporated by the British Virgin Islands Red Cross Act 2013.
- (3) The Society and the British Virgin Islands Red Cross have agreed that the Establishment Agreement which was entered into on the 12th October 2000 between the Society and the British Virgin Islands Red Cross will come into effect between them as provided therein, and in the Act, upon the same date that this Constitution shall come into effect.
This Constitution is the Constitution referred to in Section 6(1) of the Act and shall become effective upon the commencement date of the Act.
The name of the Overseas Branch is THE BRITISH VIRGIN ISLANDS RED CROSS, AN OVERSEAS BRANCH OF THE BRITISH RED CROSS SOCIETY, known as THE BRITISH VIRGIN ISLANDS RED CROSS.
"Act" means the British Virgin Islands Red Cross Act 2013, as amended from time to time;
"AGM" means an annual general meeting of the Members of the British Virgin Islands Red Cross;
"Board" means the governing Board of the British Virgin Islands Red Cross;
"British Virgin Islands Red Cross"means the Overseas Branch established by the Society in the British Virgin Islands and the body corporate established pursuant to Section 3 of the Act
"Chair" means the Chair of the British Virgin Islands Red Cross who is elected to membership of the Board and then appointed to the office of Chair by the Board;
"clear day" means twenty-four hours from midnight following the triggering event;
"Constitution" means this Constitution as amended from time to time in accordance with the terms hereof;
"Director" means the person appointed by the Board to the office of Director of the British Virgin Islands Red Cross which person shall act as chief executive officer of the British Virgin Islands Red Cross;
"EGM" means an extraordinary general meeting of the members of the British Virgin Islands Red Cross;
"Establishment Agreement" means the establishment agreement referred to in the Act between the British Virgin Islands Red Cross and the Society, as amended from time to time, designed to regulate their relationship which said Agreement will come into effect formally as between the Society and the British Virgin Islands Red Cross upon the commencement of the Act, or any similar agreement replacing the Establishment Agreement;
“First Responders” means the First Responders of the British Virgin Islands Red Cross comprising dedicated Members and Junior Members who volunteer to make themselves available to represent the British Virgin Islands Red Cross at public and private events and who have satisfied the Director that they have the necessary basic skills in performing first aid.
"Full Members" means those individuals who are Full Members of the British Virgin Islands Red Cross in accordance with the provisions of this Constitution;
"Fundamental Principles" means the Fundamental Principles of the International Red Cross and Red Crescent Movement as set out in the Schedule to the Act and as may from time to time be varied by the International Conference of the Red Cross and Red Crescent, as promulgated by the Board of Trustees of the Society;
“Junior Members” means those individuals aged 5 to 15 years old who are Junior Members of the British Virgin Islands Red Cross in accordance with the provisions of this Constitution, and Junior Membership shall be construed accordingly;
"Members" means both Full Members and Junior Members and membership shall be construed accordingly;
"Objects" means the objects and purposes of the British Virgin Islands Red Cross as set out in the Act and in paragraph 4 of this Constitution;
"Patron"means a patron of the British Virgin Islands Red Cross appointed under paragraph 12;
"Register of Members"means the register of Members to be kept pursuant to the provisions of paragraph 6.3 of this Constitution
"Rules"means the rules of the British Virgin Islands Red Cross as determined by the Board under paragraph 11 of this Constitution;
"Secretary"means the Secretary of the British Virgin Islands Red Cross who is elected to membership of the Board and then appointed to the office of Secretary by the Board;
"Society"means The British Red Cross Society incorporated under the laws of England by the Supplemental Royal Charter dated 22nd July 1997, registered in England and Wales under charity number 220949, whose United Kingdom Office is at 44 Moorfields, London, EC2Y 9AL, United Kingdom;
Words importing the singular number shall include the plural number and vice versa; words importing the masculine gender only shall include the feminine and neuter genders.
The objects and purposes of the British Virgin Islands Red Cross shall be:
- to provide assistance to victims of armed conflicts;
- to work for the improvement of health, for the prevention of disease and for the prevention and alleviation of human suffering in the British Virgin Islands and throughout the world including the provision of assistance to victims of natural disasters..
In carrying out these objects and purposes the British Virgin Islands Red Cross shall act at all times in accordance with the Fundamental Principles.
The British Virgin Islands Red Cross shall have the following powers which may be exercised only in furtherance or promotion of the Objects:-
- to act as an autonomous auxiliary to the public authorities in the humanitarian field, with a special role in enhancing respect for humanitarian values and human dignity;
- to disseminate knowledge of the Fundamental Principles and of International Humanitarian Law through publications, education programmes and in other ways;
- to co-operate with the Government of the British Virgin Islands to ensure respect for International Humanitarian Law and to protect the Red Cross, Red Crescent and Red Crystal emblems and any other distinctive emblems, signs and signals established under International Humanitarian Law;
- to perform its obligations under the Establishment Agreement;
- to publish in, or distribute information to, any media whatsoever;
- to co-operate with other bodies;
- to support and administer other charities within the British Virgin Islands
- to establish other charities, but only with the prior written approval of the Society;
- to raise funds by any legal means which are in conformity with the principles, policies and regulations of the Movement including charging membership fees;
- to borrow money and give security for loans;
- to acquire by purchase or otherwise and hold, sell, lease, hire, dispose of and deal in real property situated within the British Virgin Islands and in personal property of all kinds wheresoever situated;
- to make grants or loans of money;
- to set aside funds for special purposes or as reserves against future expenditure;
- to deposit or invest funds in any lawful manner but to invest only after obtaining advice from a financial expert and having regard to the suitability of the investment and the need for diversification;
- to insure its property and itself against damage, loss or liability to loss and as provided in paragraph 13(3) of this Constitution;
- to employ paid or unpaid agents, staff or advisers;
- to enter into contracts to provide services to or on behalf of other bodies;
- to pay the costs associated with the incorporation of the British Virgin Islands Red Cross;
- to do anything else within the law which promotes or helps to promote the Objects.
- Full Membership of the British Virgin Islands Red Cross shall be open to any individual who is aged 16 years or over. Junior Membership shall be open to individuals aged 5 to 15 years old. Membership is open to everyone without any discrimination based on nationality, race, sex, class, religion or political opinions.
- Each Member is required to :-
- uphold the Fundamental Principles;
- obey the Constitution and Rules;
- abide by the Royal Charter of the Society;
- uphold the values and reputation of the British Virgin Islands Red Cross and of the Society; and
- pay such reasonable annual fee as shall be fixed from time to time by the Rules, unless exempted from payment.
- The Board must keep a register of Members.
- A Member may resign by written notice to the British Virgin Islands Red Cross signed by the Member in the case of a Full Member, and in the case of a Junior Member signed by the Junior Member or, if under age 10, by his parent or guardian.
- The Board may in accordance with the Rules terminate the membership of any individual for non-payment of membership fees or whose continued membership would in the reasonable view of the Board be harmful to the British Virgin Islands Red Cross (but only after notifying the Member concerned in writing and considering the matter in light of any representations put forward by the Member in the case of a Full Member or in the case of a Junior Member by his parent or guardian).
- Membership of the British Virgin Islands Red Cross is personal and is not transferable.
- Any Member may apply to become a First Responder.
- General meetings are meetings of the Members. There shall be one AGM every year. With the exception of the informal general meetings set out in paragraph 7.3.1 below, all other meetings of the Members shall be EGMs.
- All Members are entitled to attend general meetings of the British Virgin Islands Red Cross;
- With the exceptions hereinafter provided general meetings are called by 14 clear days’ notice given to the Members by the Chair or the Secretary specifying the business to be transacted and the date, time and place of the meeting. The exceptions to the aforesaid requirements are as follows:-
- Informal general meetings may be scheduled by the Director at regular intervals, the purpose of which shall be to update Members about the current activities of the BVI Red Cross and for the Director to receive feed-back from the membership. Members attending all such meetings held at their scheduled times shall be deemed to have received notice of the meeting and the business to be transacted thereat. Informal general meetings referred to in this sub-paragraph shall not consider, nor make any determination, upon matters reserved for the AGM, any amendment to this Constitution, or any matters of substance which would properly come before a general meeting convened under the provisions of paragraph 7.9 below.
- Any general meeting to consider any amendment to this Constitution shall require not less than twenty-one days’ notice as provided in paragraph 18 below.
- All general meetings convened in accordance with the provisions of paragraph 7.9 below.
- There is a quorum at a general meeting if the number of Full Members personally present is at least ten percent of all Full Members or in the case of meetings referred to in sub-paragraph 7.3.1 above 5% of all Full Members provided that any Member who has failed to pay any membership fee shall not be included. If after thirty minutes from the time fixed for the commencement of the meeting there is no quorum the meeting shall stand adjourned for seven days to the same time and place, and those Members present at the adjourned meeting shall be a quorum;
- The Chair, failing whom the Vice Chair, failing whom some other Full Member elected by those present, shall preside at all general meetings other than meetings referred to in sub-paragraph 7.3.1 above at which the Director shall preside;
- Except where otherwise provided in this Constitution every issue at a general meeting is determined by a simple majority of the votes cast by Full Members present in person;
- Except for the person presiding at the meeting, who has a second or casting vote, every Full Member present in person is entitled to one vote on every issue with the exclusion of those who have failed to pay the membership fee they are obliged to pay under this constitution and the Rules.
- At an AGM the Members:-
- receive the audited accounts of the British Virgin Islands Red Cross for the previous financial year;
- receive the report of the Director on the British Virgin Islands Red Cross' activities since the previous AGM;
- elect Board members to replace those retiring from the Board and, if considered necessary, filling vacancies on the Board;
- appoint an auditor for the British Virgin Islands Red Cross;
- attend to any matters provided for in the Rules;
- discuss and determine any issues of policy or deal with any other business put before them.
- An EGM may be called at any time by the Board and must be called within twenty-one clear days after a written request to the Board from at least ten percent of the Members. If an EGM is not called in compliance with this provision then any Member may within not less than thirty nor more than sixty days of such failure give notice of an EGM.
The British Virgin Islands Red Cross shall have a Director who shall be a full-time salaried employee. The Director shall be the chief executive officer and be responsible for the day-to-day management of the affairs of the British Virgin Islands Red Cross together with such other responsibilities as shall be set forth in the Director's contract of employment (which shall include the job description) and the Rules. In the case of conflict the Director's contract of employment shall prevail. The Director shall be appointed by the Board and shall be in attendance at Board meetings but shall not be a member of the Board.
- Subject to the Establishment Agreement, the Board has overall management and control of the British Virgin Islands Red Cross and its property and funds. It performs a governance function.
- The Board shall consist of at least three and not more than eight individuals, all of whom must be Full Members who are aged 18 or over.
- The Board shall have a Chair, a Secretary and a Treasurer, and may have a Vice Chair and other honorary officers. The members of the Board holding any of the aforesaid positions and the Director shall each be an officer of the British Virgin Islands Red Cross. The duties of the officers shall be as set forth in this Constitution and the Rules.
- Board members to replace those retiring or to fill vacancies shall be elected at the AGM each year. At their first meeting immediately following the AGM, the Board shall appoint, from among their number, the Chair, the Secretary and the Treasurer, and as they think fit, other honorary officers.
- Each member of the Board should have the following characteristics:
- a commitment to the Fundamental Principles;
- a willingness to devote the necessary time and effort;
- good judgment;
- an ability to think creatively;
- a willingness to speak his mind.
- The skills and experience of the Board members should reflect the work of the British Virgin Islands Red Cross. So far as possible the Board members should include a balanced representation both of areas of expertise and of the interests of stakeholders.
- The Board may co-opt up to one-third of its permitted membership who shall serve until the next AGM at which time the appointment of co-opted members shall terminate unless terminated earlier pursuant to paragraph 9.10 below. No co-opted member of the Board may be co-opted to serve more than three times in any consecutive period of three years.
- The Board may appoint Board members to fill vacancies arising upon death or by reason of the matters set forth in paragraph 9.10 below. Any Board members so appointed shall serve until the next AGM.
- One-third (or the number nearest one-third) of the elected Board members must retire at each AGM, those longest in office retiring first and the choice between any of equal service being made by agreement, failing which by drawing lots. An elected Board member may serve a maximum of two three year terms, after which he must retire from office for a minimum period of one year expiring on the date of the next AGM.
- A member of the Board automatically ceases to be a member of the Board if he:
- is disqualified under any law of the British Virgin Islands from acting as a charity trustee or a director of a company;
- is incapable, whether mentally or physically, of managing his own affairs;
- is absent from four consecutive meetings of the Board without good cause;
- ceases to be a Member of the British Virgin Islands Red Cross (but such a person may be re-instated by resolution of all of the other members of the Board on resuming membership of the British Virgin Islands Red Cross);
- resigns by written notice to the Board (but only if at least three members of the Board will remain in office);
- is removed by a resolution passed by all the other members of the Board after inviting the views of the member of the Board concerned and considering the matter in the light of any such views.
- A retiring member of the Board is entitled to an indemnity from the British Virgin Islands Red Cross in respect of any liabilities properly incurred while he held office.
- A technical defect in the appointment of a Board member of which the Board is unaware at the time does not invalidate decisions taken at a meeting at which such member was present.
Meetings of the board
- The Board must hold at least one meeting in each quarter of the year;
- A quorum at a Board meeting is one-third of its members provided that the number of members present shall not be less than two;
- The Chair shall preside at all meetings of the Board at which he is present. In the absence of the Chair, the Vice Chair shall preside, failing which a chair shall be chosen by those present at the meeting and entitled to vote;
- Every issue may be determined by a simple majority of the votes cast at a meeting of the Board but a resolution which is in writing and signed by all members of the Board is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.
- Except for the chair of the meeting, who has a second or casting vote, every member of the Board has one vote on each issue.
- The Secretary shall provide minutes for each Board meeting which shall at least include, but need not be limited to, any decision taken by the Board.
Powers of the board
The Board has the following powers in the administration of the British Virgin Islands Red Cross:-
- To determine all matters of policy relating to the affairs of the British Virgin Islands Red Cross, to determine the need for, and the scope of, services to be rendered by salaried employees (but not the actual performance of such services which shall be the responsibility of the Director), to acquire, dispose of and charge any real or personal property and to insure the same, to set up bank accounts and to determine the persons authorised to operate such accounts or to be otherwise authorised to incur financial liabilities, or to accept payments or contributions to, or to compromise claims by the British Virgin Islands Red Cross.
- to delegate any of its functions to sub-committees consisting of two or more persons appointed by them;
- to delegate the day-to-day management and administration of the British Virgin Islands Red Cross to the Director who will have authority to sub-delegate to other members of staff (where applicable) and to volunteers;
- to make Rules consistent with this Constitution
- designating the functions and duties of the officers of the British Virgin Islands Red Cross, save that if the contract of employment of the Director shall differ from the Rules the contract of employment shall prevail;
- governing the operation of the British Virgin Islands Red Cross and proceedings of meetings and committees;
- fixing the annual Membership fees and establishing procedures to assist the resolution of disputes within the British Virgin Islands Red Cross;
- determining the manner in which the Rules may be amended, revoked or supplemented; and
- dealing with such other matters as the Board shall consider necessary and desirable for the proper governance of the British Virgin Islands Red Cross and the advancement of the Objects.
If any of the Rules or part thereof shall conflict with any provisions of this Constitution, then such Rule or part thereof shall have no force or effect.
- to exercise any powers of the British Virgin Islands Red Cross which are not reserved to a general meeting;
- The Board may appoint any suitable person as a Patron of the British Virgin Islands Red Cross and on such terms as it shall think fit and may remove such person;
- A Patron who is not a Member shall have the right to attend and speak (but not vote) at any general meeting of the British Virgin Islands Red Cross and to be given notice of all such meetings as if a Member;
- The Board must inform the Society of the appointment of a Patron.
Property and funds
- The property and funds of the British Virgin Islands Red Cross must be used only for promoting the Objects and do not belong to the Members, the Volunteers, the Staff, or the Board of the British Virgin Islands Red Cross.
- No Board member may receive any payment of money or other material benefit (whether direct or indirect) from the British Virgin Islands Red Cross except:-
- reimbursement of reasonable out of pocket expenses (including hotel and travel costs) actually incurred in the administration of the British Virgin Islands Red Cross;
- interest at a reasonable rate on money lent to the British Virgin Islands Red Cross;
- a reasonable rent or hiring fee for property let or hired to the British Virgin Islands Red Cross;
- an indemnity in respect of any liabilities properly incurred in performing the duties of his office (including the costs of a successful defence to criminal proceedings);
- any Board member who possesses specialist skills or knowledge, and any firm or company of which such a person is a member or employee, may charge and be paid reasonable fees for work carried out for the British Virgin Islands Red Cross on the instructions of the other members of the Board but –
- only if the procedure prescribed by clause 13.3 is followed in selecting the member, firm or company concerned and setting the fees; and
- provided that this provision may not apply to more than one quarter of the members of the Board in any financial year;
- in the case of an individual member, charitable benefits in his capacity as a beneficiary.
- Whenever a member of the Board has a personal interest in a matter to be discussed at a meeting of the Board, that member must:
- declare an interest before discussion begins on the matter;
- withdraw from that part of the meeting unless expressly invited to remain in order to provide information;
- withdraw during the vote and have no vote on the matter.
- The members of the Board, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the British Virgin Islands Red Cross from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the British Virgin Islands Red Cross shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the British Virgin Islands Red Cross shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, provided that this indemnity shall not extend to any matter in respect of any fraud or dishonesty or wilful negligence which may attach to any of said persons.
- The British Virgin Islands Red Cross may, in any agreement between it and its employees or volunteers, undertake to indemnify such employees and volunteers in respect of any loss arising or liability attaching to them by virtue of any rule of law in relation to any of the affairs of the British Virgin Islands Red Cross, provided that any such indemnification shall not extend to any matter in respect of any fraud or dishonesty or wilful negligence of which the employee or volunteer may be guilty.
- The British Virgin Islands Red Cross may purchase and maintain insurance against any liability which it may incur by reason of giving indemnities as provided in paragraphs 14.1 and 14.2 above.
Records and Accounts
- The Board must keep proper records of :-
- all proceedings at general meetings;
- all proceedings at meetings of the Board;
- all reports of sub-committees;
- all professional advice obtained.
- Annual reports and audited statements of account relating to the British Virgin Islands Red Cross must be made available for inspection by any Member and Patron of the British Virgin Islands Red Cross and by the Society.
- The Board must keep proper records of :-
- Notices under this Constitution may be sent by hand, or by post, or by suitable electronic means or, when to Members generally, may be published in any suitable journal or newspaper circulating in the British Virgin Islands or in any newsletter distributed by the British Virgin Islands Red Cross, or by radio or television broadcast capable of reception in the British Virgin Islands.
- The postal address at which notices may be sent to a Member is the postal address noted in the Register of Members, or, if none, the last known postal address. Electronic messages may be sent to any electronic address or number recorded in the Register of Members or if there is none to the Member's commonly known electronic address or number.
- Any notice given in accordance with this Constitution is to be treated for all purposes as having been received as soon as the Member acknowledges actual receipt or, if earlier:-
- twenty-four hours after being sent by electronic means or delivered by hand to the relevant address;
- seven clear days after being sent by post to the relevant address;
- on the date of publication of a journal or newspaper or a radio or television broadcast containing the notice;
- on being handed to the Member personally.
- A technical defect in the giving of a notice of which the Members or the members of the Board are unaware at the time does not invalidate decisions taken at a meeting.
- The seal of the British Virgin Islands Red Cross shall be in such form as the Board may from time to time determine with the prior written approval of the Society.
- The seal of the British Virgin Islands Red Cross shall not be affixed to any instrument unless such action has been approved or ratified by resolution of the Board, nor shall the seal be affixed without being attested by the signature of any two members of the Board or by one Board member and by some other person appointed by the Board for the purpose, provided that any member of the Board may affix the seal of the British Virgin Islands Red Cross attested by the signature of such member of the Board only, to any authenticated copies of the Act, this Constitution, the minutes of any meetings or any other documents required to be authenticated by such member of the Board.
This Constitution may be amended (including replacement) at a general meeting by a two-thirds majority of the votes cast, but
- The Members must be given twenty-one clear days' notice of the proposed amendments.
- No amendment is valid unless or until it has received the prior written approval of the Board of Trustees of the Society.
The British Virgin Islands Red Cross may be dissolved by a resolution of the Board passed by a two-thirds majority of the members of the Board present and voting and with the prior written approval of the Society. Any surplus after the satisfaction of the British Virgin Islands Red Cross's debts and liabilities shall be paid to a charitable organisation operating in the British Virgin Islands selected by the Society as having charitable objectives as nearly similar as may be possible to the Objects, or if there shall be no such charitable organisation then to the Society.
This Constitution was adopted by a general meeting of the British Virgin Islands Red Cross held at ______________ [place] on _____________[date]
(Name and signature of the chair of the meeting)
(Name, address, occupation and signature of the witness)