The Fellowship Constitution

1 Name

The charity’s name is The Arnhem 1944 Fellowship (“the Fellowship”).

2 Purposes

The Fellowship’s purposes are:

  1. To educate the public about the Battle of Arnhem (“the Battle”) and in particular acts of courage and selflessness which forged a unique bond of affection and respect between the people of Gelderland and Allied Military Forces.
  2. To promote good citizenship by commemorating the sacrifices of the people of Gelderland, and Allied Military Forces[1] during the Battle.
  3. To advance the education of the public of the United Kingdom about Gelderland, its people and culture, its history literature and language, institutions (including the Airborne Museum Oosterbeek and the Airborne Commemoration Foundation). To educate similarly the people of Gelderland about the United Kingdom (including the Airborne Assault Museum and other locations and institutions connected with the battle).

3 Trustees

The charity shall be managed by a committee of up to 10 comprising of:

  1. Up to 4 elected trustees appointed at the Annual General Meeting (AGM) of the charity for a period of three years. The elected trustee(s) shall retire at the relevant AGM but may stand for re-election.
  2. Up to 6 co-opted trustees may be appointed by resolution of the trustees for a term of office not exceeding 3 years. Co-opted trustees may be reappointed.
  3. Trustees must be members of the Fellowship. Where an Annual Member fails to renew their membership they will cease to be a Trustee.
  4. The trustees shall appoint committee members to serve as Chair, Treasurer and Secretary of the Charity.

4 Trustee Powers

In order to carry out the charitable purposes, the trustees have the power to:

  1. Raise funds, receive grants and donations.
  2. Set and vary the membership fees.
  3. Apply funds to carry out the work of the charity including payment for goods and services and the employment of staff.
  4. Co-operate with and support other charities, institutions and associations with similar purposes, in particular those which promote and support the annual Arnhem commemorations and reunions and the education of the public in line with the Fellowship’s purposes.
  5. To establish branches.
  6. Do anything which is lawful and necessary to achieve the purposes.

5 Membership

  1. The charity shall have a membership. Any person aged 18 or over, or any organisation may apply to the trustees to become a member.
  2. Membership of the “Fellowship” shall be open to civilian and military veterans of the Battle and their descendants, organisations and to all people who support the work of the charity.
  3. Once accepted by the trustees, and subject to clause 5(4) the following types of membership are available:
    1. Annual membership (renewable)
    2. Life membership
    3. Honorary life membership - offered to ex-members of the Arnhem Veterans Club (AVC) and their spouses and such other individuals as the trustees shall from time to time decide.
    4. Honorary organisational membership offered to organisations and such individuals within an organisation in furtherance of achieving clause 4(4). Such members do not have any voting rights.
  4. The trustees may offer preferential membership terms to civilian and military veterans of the Battle[2] or to their descendants.
  5. The trustees shall keep an up-to-date membership list.
  6. The trustees may remove a person or organisation’s membership if they believe it is in the best interests of the charity. The member or organisation has the right to make representation to the trustees before any decision is made. All representations will be written and where available by electronic means.

6 Annual General Meeting

  1. An AGM must be held every year, with 30 days notice given to all members telling them the location, date, agenda, candidates standing for trustee elections and the receipt deadline for electronic votes. Notification to members is by electronic means.
  2. The AGM shall normally be held in Gelderland between 15 September and 21 September each year
  3. There must be at least 5% of members at the time present at the AGM.
  4. Every member has one vote, except for those organisations or persons conferred with honorary membership under clause 5(3) iv. Members who are unable to attend the AGM may cast their votes by electronic means as notified by the Secretary. Except as provided in Clause 9 resolutions will be passed by simple majority.
  5. The trustees shall present the annual report and accounts.
  6. Any member may stand for election as a trustee. They must notify the trustees of their intention to stand for the coming year before the 30 June.

7 Trustee Meetings

  1. Trustees may act by majority decision.
  2. At least 3 trustees must be present at meetings to be able to take decisions.  Minutes shall be kept for every meeting.
  3. Trustee meetings may be held by telephone or video conference call.
  4. Trustees must hold at least 1 meeting each year.
  5. Matters requiring a decision out of meeting may be proposed as a written resolution by the Chair or any two trustees. The Secretary shall send a copy of the written resolution by post or e-mail to every trustee and must specify the date by which a decision is to be returned. A written resolution shall be passed as if it were a decision taken in a meeting if at least three quarters of the trustees signify their consent in writing, either by post or e-mail, by the due date. A trustee’s agreement to a written resolution, once signified, can not be revoked. Any duly adopted written resolution shall be recorded in the minutes of the following trustee meeting.
  6. If trustees have a conflict of interest they must declare it and leave the meeting while this matter is being discussed or decided. For the avoidance of doubt there must be at least 3 trustees present who are unconflicted to make a lawful decision on the relevant matter.
  7. The trustees may make reasonable additional rules to help run the charity. These rules must not conflict with this constitution or the law.

8 Money and Property

  1. Money and property must only be used for the charity’s purposes.
  2. Trustees must keep accounts. The most recent annual accounts can be seen by anybody on request.
  3. Trustees cannot receive any money or property from the charity, except to refund reasonable out of pocket expenses.
  4. Money must be held in the charity’s bank account

9 General Meetings

If the Trustees consider it is necessary to change the constitution, or wind up the charity, they must call a General Meeting so that the membership can make the decision.  Trustees must also call a General Meeting if they receive a written request from 10% of members.  All members must be given 30 days notice and told the reason for the meeting. Every member has one vote except for those organisations or persons conferred with honorary membership under clause 5(3) iv. Members who are unable to attend the meeting may cast their votes by electronic means as notified by the Secretary All decisions for winding up or changes to the constitution require a two thirds majority.  Minutes must be kept.

  1. Winding up - any money or property remaining after payment of debts must be given to a charity with similar purposes to this one.
  2. Changes to the Constitution - can be made at AGMs or General Meetings. No change can be made that would make the organisation no longer a charity.
  3. General Meeting - called on written request from 10% of members.
  4. Trustees may also call a General Meeting to consult the membership.
  5. All notices to members will be issued by electronic means via email. A member who does not register a current email address with the charity shall not be entitled to receive notice from the charity.

[1] Allied Military Forces means British 1st Airborne Division, units under its command, and all other Allied ground and air units which helped to sustain and support 1st Airborne Division’s military operations in the Arnhem area during Operation Market Garden and its subsequent withdrawal.

[2] Military veterans of the Battle means veterans of British 1st Airborne Division and units under its command who participated in military operations in the Arnhem area during Operation Market Garden and veterans who were serving with any Allied ground and air unit which helped to sustain and support 1st Airborne Division’s operations and subsequent withdrawal.