CONSTITUTION OF THE BRITISH VIRGIN ISLANDS RED CROSS, AN OVERSEAS BRANCH OF THE BRITISH RED CROSS SOCIETY

Background

1. By Article 5.22 of the Supplemental Royal Charter of The British Red Cross Society dated 22nd July 1997, as revised on 17th July 2003, the Society has the power to establish overseas branches as separate legal entities in accordance with the relevant local law.
2. The Society and the British Virgin Islands Red Cross have agreed the terms of a Charter of Association, which will come into effect on the date of the adoption of this Constitution.

Effective Date

29th November 2023

1. Name

British Virgin Islands Red Cross and the BVIRC” means the body corporate established pursuant to section 3 of the Virgin Islands Red Cross Act 2020; namely the BVIRC, registered Virgin Islands Organization Number 100128, an Overseas Branch of the British Red Cross Society;

2.Definitions

“Act/Ordinance/Law” means the Virgin Islands Red Cross Act 2020, as amended from time to time;

“AGM” means an annual general meeting of the Members of the British Virgin Islands Red Cross;

“Board of Governors” or “Board” means the governing body of the BVIRC;

“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;

“Branch Director” or “BVIRC Director” means the person appointed by the Board of Governors to be responsible for the day to day management of the BVIRC;

“EGM” means an extraordinary general meeting of the members of the British Virgin Islands Red Cross;

“Charter of Association” means the agreement between the Society and the BVIRC, as amended from time to time in accordance with its terms;

“Members” means any person who becomes a member of the BVIRC in accordance with Clause 5 hereto.

“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;

“the Movement” means the International Red Cross and Red Crescent Movement;

“the Royal Charter” means the Supplemental Royal Charter of the Society dated 17 July 2003, as amended from time to time;

“the Objects” means the objects of the BVIRC as set out in the Act/Law/Ordinance and in Clause 3 of this Constitution;

“Patron” means a patron of the BVIRC, appointed under Clause 10;

“Management Team” means the body comprising of the Branch Director and those individuals who hold the position of Service Manager of each of the service programme areas of the BVIRC;

“Rules” means the rules of the British Virgin Islands Red Cross as determined by the Board under paragraph 11 of this Constitution;

“Service Manager” means the person appointed by the Branch Director as the head of a service programme area of the BVIRC;

“the Society” means The British Red Cross Society incorporated by Royal Charter 1908, registered as a charity in England and Wales (220949) and Scotland (SC037738);

“the Society’s Overseas Branches Managing Director” or “the Managing Director” means the person appointed by the Society from time to time, through whom the Society manages the Overseas Branch’s day-to-day activities conducted on behalf of the Society; and

“the Territory” means the British Virgin Islands (Virgin Islands).

3. Object

The objects and purposes of the British Virgin Islands Red Cross shall be:

4.1 to provide assistance to victims of armed conflicts;

4.2 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.

4.Powers

The British Virgin Islands Red Cross shall have the following powers which may be exercised only in furtherance or promotion of the Objects:-

4.1 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;

4.2 to disseminate knowledge of the Fundamental Principles and of International Humanitarian Law through publications, education programmes and in other ways;

4.3 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;

4.4 to enter into and perform its obligations under the Charter of Association;

4.5 to publish in, or distribute information to, any media whatsoever;

4.6 to co-operate with other bodies;

4.7 to support and administer other registered charities within the British Virgin Islands (Virgin Islands);

4.8 to establish other charities, but only with the prior written approval of the Society;

4.9 to raise funds by any legal means which are in conformity with the principles, policies and regulations of the Movement including charging membership fees;

4.10 to borrow money and give security for loans;

4.11 to acquire or hire property of any kind;

4.12 to let or dispose of property of any kind;

4.13 to set aside funds for special purposes or as reserves against future expenditure;

4.14 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;

4.15 to insure its property and itself against damage, loss or liability to loss and as provided in paragraph 13(3) of this Constitution;

4.16 to employ paid or unpaid agents, staff or advisers;

4.17 to insure members of the Board of Governors against the costs of a successful defence to a criminal prosecution brought against them as Governors or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty (unless the member concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty)

4.18 to employ paid or unpaid agents, staff or advisers;

4.19 to pay the costs associated with the incorporation of the British Virgin Islands Red Cross;

4.20 to do anything else within the law which promotes or helps to promote the Objects.

5. Membership

5.1 Membership of the BVIRC shall be open to any individual who is aged 5 years or over provided that only members aged 18 years or over shall be entitled to vote at meetings of the Overseas Branch. Membership is open to everyone without any discrimination based on nationality, race, sex, class, religion, political opinions or similar criteria.

5.2 Each Member is required to :-

• uphold the Fundamental Principles;

• obey this Constitution and the Charter of Association;

• obey the Rules;

• uphold the values and reputation of the British Virgin Islands Red Cross and of the Society; and

• obey the BVIRC Code of Conduct;

5.3 The Board must keep a register of Members.

5.4 A Member may resign by written notice to the BVIRC.

5.5 The Board of Governors may terminate, in accordance with any relevant Rules established pursuant to Subclause 9.5 of this Constitution, the membership of any individual whose continued membership would in the reasonable view of the Board of Governors be harmful to the BVIRC. Such termination is valid only after notifying the member concerned in writing and considering the matter in the light of any written representations which the member puts forward within 14 clear days after receiving notice.

5.6 Membership of the British Virgin Islands Red Cross is personal and is not transferable.

6. General Meetings

6.1 Subject to any provisions within this Constitution which affect the rights of the BVIRC’s Members, all Members are entitled to attend and fully participate in general meetings of the BVIRC. Members may attend and fully participate in person, online or virtually.

6.2 General meetings are called by 14 clear days’ written notice to the Members signed by the Chair or the Secretary of the Board of Governors specifying the business to be transacted.

6.3 There is a quorum at a general meeting if the numbers of Members attending is at least 10 percent of the Members, provided that any Member who has failed to pay any membership fee due to the BVIRC shall not be included.

6.4 The Chair or (if the Chair is unable or unwilling to do so) some other Member elected by those attending presides at a general meeting.

6.5 Except where otherwise provided in this Constitution, every issue at a general meeting is determined by a simple majority of the votes cast by the Members.

6.6 Except for the chair of the meeting, who has a second or casting vote, every Member attending is entitled to one vote on every issue.

6.7 An AGM must be held in every year.

6.8 At an AGM the Members:

6.8.1 receive the audited accounts of the BVIRC for the previous financial year;

6.8.2 receive the report of the Board of Governors on the BVIRC’s activities since the previous AGM;

6.8.3 elect members of the Board of Governors to replace those retiring from office;

6.8.4 appoint an auditor for the BVIRC;

6.8.5 discuss and determine any issues of policy or deal with any other business put before them.

6.9 An EGM may be called at any time by the Board of Governors and must be called within 14 days after a written request to the Board of Governors from at least 10 percent of the Members.

7 The Board of Governors

7.1 The Board of Governors is the governing body of the BVIRC. The Board of Governors has general control and management of the administration of the BVIRC and may exercise all the powers vested in it by law.

7.2 The Board of Governors shall consist of at least three and not more than twelve individuals, all of whom must be Members of the BVIRC who are aged 18 years or over.

7.3 The members of the Board of Governors must not be paid employees of the BVIRC.

7.4 Each member of the Board of Governors should have the following characteristics:
(a) a commitment to the Fundamental Principles;
(b) a willingness to devote the necessary time and effort;
(c) integrity;
(d) good judgement;
(e) an ability to think creatively; and
(f) a willingness to speak their mind.

7.5 The skills and experience of the members of the Board of Governors should reflect the work of the BVIRC. So far as possible the Board of Governors should include a balanced representation both of areas of expertise and of the subject matter of the Objects.

7.6 The members of the Board of Governors may be elected or co-opted. Such members may serve for a total of nine consecutive years, after which they must retire from office for a minimum of one year.

7.7 Subject to the restriction in clause 7.6, the term of office for an elected member shall be 3 years.

7.8 The Board of Governors may co-opt up to 45% of its members, who shall serve until the next AGM. Subject to the restriction in clause 7.6, the Board of Governors may renew any co-option.

7.9 One-third (or the number nearest to but not greater than one-third) of the members of the Board of Governors shall retire from office at each AGM. The members to be
8
included in that one-third shall be those who fall into the following categories in order of priority:

• The member wishes to retire and not stand for re-election
• The member is co-opted and has served for a total of nine consecutive years, in line with clause 7.6
• The member is elected and has served for nine consecutive years, in line with clause 7.6
• The member does not fit into the above categories but has been longest in office since their last re-election or appointment. In cases where they have equal length of service with another, the member has been discounted as a result of the drawing of lots.
  In circumstances where the BVIRC are unable to fill the vacancies created by the application of the fourth bullet point, the Board of Governors may re-instate the relevant member(s), who will continue to serve on the Board until the end of their term(s) of office.

In circumstances where the BVIRC are unable to fill the vacancies created by the application of the fourth bullet point, the Board of Governors may re-instate the relevant member(s), who will continue to serve on the Board until the end of their term(s) of office.

7.10 A member of the Board of Governors automatically ceases to be a member of the Board if they:
7.10.1. are disqualified under any law of the British Virgin Islands (Virgin Islands) from acting as a charity trustee or a director of a company;
7.10.2. consider themselves incapable, whether mentally or physically, of undertaking their responsibilities as a member of the Governing Board;
7.10.3 are absent from four consecutive meetings of such governing body without good cause;
7.10.4 cease to be a Member of the Overseas Branch (but such a person may be reinstated by resolution of all the other members of the Board of Governors on resuming service as a Member of the Overseas Branch);
7.10.5 are removed by a resolution passed by all the other members of the Board of Governors after inviting the views of the member of the Board of Governors concerned and considering the matter in the light of any such views.

7.11 A member of the Board of Governors ceases to be a member 2 months after the provision of notice (but only if at least two members of the Board of Governors will remain in
office). The notice period may be shortened if the Board of Governors agrees.

7.12 A retiring member of the Board of Governors is entitled to an indemnity from the Overseas Branch in respect of any liabilities properly incurred while they held office.

7.13 A technical defect in the appointment of a member of the Board of Governors of which the Board is unaware at the time does not invalidate decisions taken at a meeting.

7.14 Transition clause: Upon approval of this Constitution by the Board of Trustees of the Society, the terms of office of the then serving

8 Meetings of the Board of Governors

8.1 The Board of Governors must hold at least four meetings each year;

8.2 A quorum at a Board of Governors meeting is two, or one-third of the Board’s total membership, whichever is greater. A member of the Board of Governors may attend and fully participate in meetings of the Board in person, online and virtually.

8.3 A member of the Board of Governors shall be elected to act as Chair at all meetings of the Board of Governors until their resignation or removal by the Board as Chair or their resignation or removal as a Governor. In the absence of the said Chair, a Chair shall be appointed or elected by those present and entitled to vote at the meeting;

8.4 Every issue may be determined by a simple majority of the votes cast at a meeting of the Board of Governors.

8.5 A resolution which is in writing and is physically or electronically signed by all members of the Board is as valid as a resolution passed at a meeting. 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.

8.6 Except for the Chair of the meeting, who has a second

9 Powers of the Board of Governors

The Board of Governors has the following powers in the administration of the BVIRC:
9.1 to appoint from among their number the Chair and the Secretary of the Board, and as it
thinks fit, a treasurer and other officers;

9.2 to delegate any of the functions to sub-committees of the Board of Governors consisting of two or more persons appointed by them;

9.3 to appoint the Branch Director of the BVIRC;

9.4 to delegate the day to day management and administration of the BVIRC to the Branch Director;

9.5 to make rules consistent with this Constitution to govern the operation of the BVIRC and proceedings of meetings and committees; and

9.6 to resolve or establish procedures to assist in the resolution of disputes within the BVIRC.

10 Patrons

10.1 The Board of Governors may appoint any suitable person as a Patron of the BVIRC and on such terms as it shall think fit and may remove such person.

10.2 A Patron shall have the right to attend and speak (but not vote) at any general meeting of the BVIRC and to be given notice as if a member.

10.3 The Board of Governors must inform the Society of the appointment of a Patron.

11 Property and Funds

11.1 The property and funds of the BVIRC must be used only for promoting the Objects and do not belong to

11.2 No member of the Board of Governors of the BVIRC may receive any payment of money or other material benefit (whether direct or indirect) from the BVIRC except:

11.2.1 reimbursement of reasonable out of pocket expenses (including hotel and travel costs) actually incurred in the administration of the BVIRC;

11.2.2 interest at a reasonable rate on money lent to the BVIRC;

11.2.3 a reasonable rent or hiring fee for property let or hired to the BVIRC;

11.2.4 an indemnity in respect of any liabilities properly incurred in running the BVIRC (including the costs of a successful defence to criminal proceedings);

11.2.5 where any member of the Board of Governors 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 BVIRC on the instructions of the other members of the Board of Governors, but:

(i) only if the procedure prescribed by Subclause 11.3 is followed in selecting the member, firm or company concerned and setting the fees;
(ii) provided that this provision may not apply to more than one quarter of the members of the Board of Governors in any financial year; and
(iii) provided that the work carried out goes beyond the usual responsibilities of a member of the Board of Governors.

11.2.6 where any member of the Board of Governors receives charitable benefits in his/her capacity as a beneficiary of humanitarian services provided by the BVIRC.

11.3 Whenever a member of the Board of Governors has a personal interest in a matter to be discussed at a meeting of the Board of Governors, that member must:

11.3.1 declare an interest before discussion begins on the matter;

11.3.2 withdraw from that part of the meeting unless expressly invited to remain in order to provide information;

11.3.3 not be counted in the quorum for that part of the meeting;

11.3.4 withdraw during the vote and have no vote on the matter.

12 Indemnification

The members of the Board of Governors for the time being of the BVIRC and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the BVIRC 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 BVIRC 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 BVIRC 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

14. Director:

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.

13 Records and Accounts

13.1 The Branch Director and the Board of Governors must keep proper records of:-

13.1.1 all proceedings at meetings of the Board of Governors;

13.1.2 all reports of sub-committees of the Board of Governors; and

13.1.3 all professional advice obtained by the Board of Governors.

13.2 Annual narrative reports and audited statements of account relating to the BVIRC must be made available for inspection by any Member and Patron of the BVIRC and by the Society.

14 Notices

14.1 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 British Virgin Islands (Virgin Islands) or in any newsletter distributed by the BVIRC.

14.2 A Member is entitled to receive notices by post, e-mail or telephone, the details for which shall be noted in the register of Members.

14.3 Any notice given in accordance with this Constitution is to be treated for all purposes as having been received:

14.3.1 1 clear day after being sent by electronic means or delivered by hand to the relevant address;

14.3.2 five clear days after being sent by post to that address;

14.3.3 on the date of publication of a journal or newspaper containing the notice; or,

14.3.4 on being handed to the Member personally

14.4 A technical defect in the giving of notice, of which the Members of the Overseas Branch or the members of the Board of Governors are unaware at the time, does not invalidate decisions taken at a meeting.

15 Seal

15.1 The seal of the BVIRC shall be in such form as the Board of Governors may from time to time determine, subject to the BVIRC’s undertakings contained in the Charter of Association.

15.2 The seal of the BVIRC shall not be affixed to any instrument except when attested by the signature of any two members of the Board of Governors or some other person appointed by the Board of Governors for that purpose. Use of the seal will be limited to documents requiring authentication, including any copies of the Act, this Constitution, the minutes of any relevant meetings or any other documents required to be attested by such member of the Board of Governors or appointed person.

16 Amendments

This Constitution may be amended at a general meeting by a two-thirds majority of the votes cast, but
16.1 The Members must be given 21 clear days’ notice of the proposed amendments.

16.2 No amendment is valid unless or until it has received the written approval of the Board of Trustees of the Society.

17 Dissolution

The BVIRC may be dissolved, following prior consultation with the Society’s Overseas Branches Managing Director, by a resolution of the Board of Governors passed by a two-thirds majority of the members of the Board of Governors present and voting. Such a resolution will require subsequent ratification by the British Red Cross Board of Trustees before coming into effect. Any surplus after the satisfaction of the BVIRC’s debts and liabilities shall be paid to the society.

18 Savings Clause

Nothing in this Constitution shall affect or be deemed to affect the rights, powers and responsibilities of the British Red Cross Society under its Royal Charter, except as mentioned in this Constitution.

This Constitution and accompanying Schedule were adopted by the representatives of the BVIRC and the Society on 29 November 2023 following approval by their respective Boards.

SIGNED BVIRC Representative

Name: Rennea Powell

Position: Chair of BVIRC Board

WITNESSED

Name: Stacy C. Lloyd

Address: Doty Estate

Occupation: Director

SIGNED British Red Cross Representative

Name: Elizabeth J Padmore

Position: Society Board of Trustees representative