Version 1 – 5 Jul 11 Friends of the 11 (Fighter) Group Operations Rooms CONSTITUTION 1. Name 1.1. The name will be 'Friends of the 11 (Fighter) Group Operations Rooms' (11(F) Gp Ops Rms) hereafter referred to as 'The Friends'. 1.2. The term 11(F) Gp Ops Rms encompasses the Battle of Britain Bunker, Uxbridge (BBBU) and the Sir Keith Park Building, Northolt (SKPB); until directed otherwise by the Royal Air Force, the Friends primary interest lies within the BBBU. 2. Objective and Functions 2.1. The objective of the Friends shall be to promote, support, assist and improve the 11(F) Gp Ops Rms owned by the Royal Air Force and based at RAF Uxbridge and RAF Northolt, in close association with the Royal Air Force and the appointed Curator and in accordance with the aims and objectives set out for the 11 Gp Ops Rms by the Royal Air Force. 2.2. 3. The Friends shall have the following functions: Encourage, promote and assist in the development of The Friends, including promoting membership of The Friends. Engage in, support and co-ordinate research, publishing, education, advertising, curatorial work and other work for the furtherance of the 11 Gp Ops Rms, as set out by the Curator and the Royal Air Force. Provide support to the preservation and development of the BBBU Heritage Project. Raise funds for The Friends and in support of the preservation and development of the BBBU Heritage Project. Establish and maintain a Friends web-site. Structure and Organisation 3.1. The Friends has an appointed Patron and an appointed President, who shall hold the position until death or their resignation. Upon the death or resignation of the Patron or President, The Friends’ Board of Directors shall seek out a suitable replacement. At the time of The Friends’ inception, the appointed Patron is HRH Prince Michael of Kent and the appointed President is Air Chief Marshal Sir Stephen Dalton. 3.2. The Friends shall have at its head a Board of Directors, the structure of which shall be as shown in the attached diagram. 3.3. The positions of Curator and Officer-in-Charge (OIC) of BBBU shall be ex-officio members of the Board of Directors with full voting rights. The positions shall be concurrent with the corresponding posts within RAF Northolt; therefore the position within The Friends will be held by the corresponding post holder within RAF Northolt. At the time of The Friends’ inception the Curator is Mr Daniel Stirland and the OIC / RAF Northolt MCO is Squadron Leader Richard Willis. 3.4. The positions of Chairman and Deputy Chairman of the Friends shall be the Station Commander of RAF Northolt and the Officer Commanding Support Wing RAF Northolt respectively, as appointed by the Royal Air Force at the beginning of their respective tours. 1 Version 1 – 5 Jul 11 3.5. The positions of Honorary Secretary, Honorary Treasurer, Secretary, Treasurer and Policy Adviser can be held by any member of The Friends but shall be appointed by the Board of Directors. The position shall be held by the appointed person for three years (renewable at the invitation of the Chairman), or their resignation, or their dismissal by the Chairman of the Board with the support of a majority of Board Members. 3.6. The Board of Directors shall also include: A representative from the London Borough of Hillingdon, who shall be nominated by the Leader of the Council and ratified by the Board of Directors; the position shall be held by the appointed person for three years (renewable at the invitation of the Chairman), or their resignation, or their dismissal by the Chairman of the Board with the support of a majority of Board Members. Up to two Elected Members, both of whom will be elected by the entire Friends and hold their post for a term of one year. There shall be no limit to the number of terms that an Elected Member can serve. The RAF Northolt Defence Estates Team Leader shall be co-opted to The Board as the Estates Advisor. The RAF Northolt Officer Commanding Force Development Squadron shall be co-opted to The Board as the Force Development Advisor. 3.7. With the agreement of the Board, the Chairman may co-opt non-voting Board members to meet specific needs for a period of up to one year. 3.8. At the time of The Friends’ inception, the following positions were held by the following people: 4. Deputy Chairman – Wing Commander Mike Smith Honorary Secretary – Air Commodore Cynthia Fowler Honorary Treasurer – Wing Commander Caroline Purdom Secretary – Squadron Leader Gareth Rossiter Treasurer – Corporal Rachael Pirie Policy Adviser – Mr Richard Kornicki London Borough of Hillingdon Representative - Councilor Ray Puddifoot Estates Adviser – Squadron Leader Josie Madin Force Development Adviser - Squadron Leader Charlie Petersen Elections 4.1. Elections for the Board of Directors’ two Elected Members shall take place each year at the Annual General Meeting, voting either in person or by post. 4.2. Any Friend may put him or herself forward as a candidate for election, or if nominated by others, must have indicated willingness to serve. 4.3. Each member of The Friends, excluding members of the Board of Directors, shall include in their vote the names of two members that they wish to see elected. The two members that receive the most votes shall be offered the roles of Elected Board Member by the Board of Directors. 5 Accountability 5.1. The Board shall produce an annual report and accounts. Copies will be sent to the Patron, President, and all Members. The report and accounts will also be placed on the Friends’ web-site. 2 Version 1 – 5 Jul 11 6. Membership 6.1. There shall be various categories of membership: Individual, annually renewable membership shall be open to anybody invited to join or expressing interest in becoming a member, for which an annual fee will be charged. Lifetime membership will be available to those wishing to subscribe this way, with a one off membership fee. Group membership shall be open to any group invited to join, however only one member of that group at a time, appointed from within itself, shall be allowed to represent the group within The Friends and receive the benefits of being a member of The Friends. The group must nominate its representative upon joining and must notify The Friends of a change of representative as soon as a change takes place. 6.2. All applications for membership must be sent to: Friends of the 11(F) Gp Ops Rms RAF Uxbridge c/o RAF Northolt West End Road Ruislip HA4 6NG where they will be received by the secretary or other appropriate members of The Friends. 6.3. A membership card will be issued to all members on joining the Friends. 6.4. The Board of Directors may at their discretion exclude or remove membership from any person who for any reason is considered by the Board of Directors (on a simple majority) to have acted in a way which is injurious to the Objectives or Functions of The Friends. Any person so removed from membership will have the right to appeal to the Board of Directors against such exclusion or removal. In the event of removal, no subscriptions paid are returnable. 6.5. The Board of Directors shall, in exceptional circumstances, have the right to waive the membership fee of any individual or group. These circumstances may include, but are not exclusively: 7. An individual or group providing exceptional service to The Friends or BBBU An individual or group making a significant donation to The Friends or BBBU. Subscriptions 7.1. The annual and lifetime subscriptions of the Friends shall be fixed at the Annual General Meeting by a vote of the Board of Directors. 7.2. At the time of The Friends’ inception, the annual subscription for individuals (and invited groups) was set at £20 and the lifetime subscription at £200. 7.3. Subscriptions by direct debit, cheque or cash will be due annually on the first day of the month following the start of membership. 8. Meetings 8.1. The Annual General Meeting (AGM) of the Friends, of which at least 21 days notice shall be given, shall be held during the last quarter of each calendar year. All members of The Friends are invited to attend the AGM. 3 Version 1 – 5 Jul 11 8.2. The business of the AGM shall be to receive separate but coordinated activities reports from the Deputy Chairman and Curator; to receive the annual accounts from the Honorary Treasurer, appoint auditors and agree the financial plan for the coming year; to hold elections to the two positions of Elected Board Member; to vote on proposed additions or alterations to this Constitution; and to consider any proposal or other business of which due notice has been given. 8.3. The Board of Directors may at any time, and shall within 21 days after receiving a request in writing from any 10 members, summon a Special General Meeting of which not less than 21 days notice shall be given specifying the business to be transacted. 8.4. Separate meetings of the Board of Directors shall be held not less than twice in every year. Apologies will be accepted but at least five members must be able to attend for a meeting to be called. 8.5. In the absence of the Chairman the Deputy Chairman shall chair a Board meeting; if neither is available the RAF Northolt Officer-in-Charge of the BBBU, and then the Curator may stand in. 8.6. Records from meetings will be published by the Secretary and displayed on the Friends noticeboard in the BBBU. 9. Accounts 9.1. All funds and assets in the possession of The Friends shall be held, paid and applied as the Board of Directors may direct within the objectives of The Friends, and pending such directions all funds shall be held either within the RAF Northolt Service Funds, or an appropriate civilian banking establishment, in the name of The Friends. Consideration shall be given to gaining charitable status for the Friends at an appropriate juncture. 9.2. Authority for monies to be paid from the account shall be signed by either the Deputy Chairman, Curator, Honorary Treasurer or Secretary. All documents requiring endorsement shall be adequately endorsed if signed by any one of them. 10. Board of Directors’ Powers 10.1. The powers and duties of the Board of Directors at inception shall encompass the general management and direction of the funds and affairs of The Friends in meeting its Objectives and delivering its functions. They will include: The nomination of any member to serve on another body. The payment of the whole or any part of the expenses of any member in the execution of any functions or duties on behalf of The Friends. The making or varying of rules to ensure compliance with this constitution. The filling of vacancies within its membership, other than the two positions of Elected Board Members. The allocation of an Annual Grant on behalf of The Friends Fund. 10.2. Should the Friends become a registered Charity, duties of Directors as Trustees would be subject to amendment to conform to charity law. 11. Amendments 11.1. This constitution may be amended only by a resolution passed by a simple majority at an Annual or Special General Meeting, provided it has the prior support of a majority of members of the Board. Such resolutions must be notified in writing to all members not less than 21 days before the meeting to allow members to consider the proposal. 4 Version 1 – 5 Jul 11 11.2. If the Friends becomes a registered charity, the Board shall amend the constitution in so far as is necessary to meet the requirements of charity law. 12. Notices 12.1. Notices to members shall be deemed sufficiently served if sent by ordinary post, or hand delivered by an authorized member of The Friends to the address of the member registered in the records of The Friends. 13. Winding up 13.1. The Friends may be dissolved by a resolution passed by a two-thirds majority of those present and voting at an Annual or Special General Meeting held in accordance with the provisions of this constitution. Thereafter the committee shall pay the surplus funds of The Friends to where the Royal Air Force deems appropriate after consultation with an overseer from the RAF. 14. Additional Benefits of Membership 14.1. All new members will receive an introductory membership pack. 14.2. The Board of Directors commit to the production and delivery of two newsletters per year to the entire membership of The Friends; one of which will contain the annual report and accounts. 14.3. All members of The Friends shall receive a complimentary copy of any publication funded or supported by the Friends. 14.4. Members of The Friends will receive priority from the Curator when booking visits to the BBBU for up to 25 guests. 14.5. Members of The Friends will be guaranteed invitations to certain special events, as arranged by the Board or the Royal Air Force, including an annual social event. 15. Ministry of Defence and Royal Air Force Rules and Regulations 15.1. The potential for transgressing inadvertently Ministry of Defence and Royal Air Force rules and regulations is great. 15.2. The Chairman and Deputy Chairman shall be responsible for ensuring that The Friends operates within extant guidelines, orders and directives to ensure that public finances and the interests of the Royal Air Force and Ministry of Defence are protected fully. 15.3. At all times, one of either the Chairman or Deputy Chairman shall exercise this responsibility on behalf of the Royal Air Force and the Ministry of Defence and will have the power to block or to insist on any proposal where this is necessary to meet the terms of 15.2. Accepted by unanimous vote Friends AGM 5 Jul 11 5