CONSTITUTION OF THE SULTAN’S ARMED FORCES ASSOCIATION (SAFA)
Introduction
1. The Sultan’s Armed Forces Association was formed in 1968, as a largely informal body. From the outset the eligibility for membership was well defined and it had a clear management structure, but had relatively few regulations and guidelines. The first copy of a Constitution was adopted in 2015 to provide clarity and to ensure that working practices met contemporary standards. This more recent iteration of the Constitution was compiled in 2017, following a review of the Association, which resulted in a number of organisational changes and improvements. Despite the adoption of more formal procedures in this document, the Association will continue to value, promote and rely upon the collaborative relationships, trust and goodwill formed among the members over a significant period of time.
Objects:
2. The Association has the following aims:
a. to maintain the spirit of mutual friendship which existed among members of SAF during their period of service in Oman;
b. to stage an Annual Dinner and other reunions; and to meet on appropriate occasions in a congenial atmosphere;
c. to compile and publish an annual Journal of the Association;
d. to maintain a list of members; their addresses and other contact details;
e. to promote remembrance activities; including memorials and relevant documents;
f. to act as a point of co-ordination on formal trips to Oman which are arranged under the auspices of COSSAF;
g. to consolidate the links with Oman by providing or facilitating assistance, within the capabilities of the Association, to visiting Omani military personnel;
h. to undertake such ancillary activities as shall contribute to the aims of the Association, including complying with relevant and necessary statutory or regulatory provisions.
Membership
3. Following a single payment of a subscription for life membership, full membership of the Association is open to:
a. British or Commonwealth officers and NCOs who have served with, or are serving with SAF;
b. Omani officers, officers of the Defence Department, and the Ministry of Defence; and former Members of Airwork Services Limited, who were employed in Oman.
Additionally, former and current members of the Royal Flight and Police Air Wing, and individuals who have provided special assistance to SAF, or the Association, and who are not eligible for full membership may, at the discretion of the Committee, be invited to become Honorary members.
The Oversight, Governance and Management Structure of the Association
4. The organisational arrangements for oversight, governance and management of Association include:
a. a President, nominated by HM The Sultan;
b. a Vice President, who is normally a senior British officer of the Association;
c. a UK Committee, consisting of at least 6 members. The Committee members are collectively responsible for the operation of the Association and are trustees of the Association’s assets. The Committee is responsible for maintaining records and accounts, undertaking the organisation of the Annual Dinner and other events, ensuring the preparation and publication of the Journal, providing co-ordination on formal visits to Oman, operated under the auspices of COSSAF, maintaining liaison with HQ SAF and other relevant agencies, and protecting the Association and Committee members by complying with relevant statutory and regulatory provisions. The Committee is authorised to elect new members and to appoint a Chairman and Vice-Chairman (subject to confirmation by the President and the Vice-President); and without such consultation, may appoint a secretary, treasurer, membership officer, website manager, Journal editor and other such posts as are necessary. Members of the Committee may hold more than one of these appointments. When necessary, the Committee may co-opt members to assist with specific tasks.
d. the President and Vice-President are not members of the UK Committee and are not responsible for day to day management decisions; apart from ratifying the appointment of the Chairman and Vice-Chairman, they exercise oversight from their national perspectives and support the Association when it is possible to do so.
Legal Status of the Association and Insurance
5. The Association is both an unincorporated and a non-charitable body. This legal status means that the Association is not bound by UK company or charity laws, and does not have a separate legal personality to that of the membership as a whole, or that of the Committee.
Appointment of President, Vice-President and Committee Members
6. The Committee members, with at least one from each of the Services, will be appointed by a majority vote of the Committee, save that:
a. The President will be appointed by HM The Sultan;
b. The appointment of the Vice President will be made by the President;
c. The appointment of the Chairman and Vice-Chairman will be confirmed by the President and Vice-President following consultation with the Committee.
Committee members will not be subject to a fixed term of office. They will stand down from their appointment as a Committee member upon ceasing to be a member of the Association, or on submitting their resignation from the Committee.
Meetings of the Committee
7. Committee meetings will be held on three occasions each year. Additional Committee meetings will be held if there is a need to do so. A meeting of the Committee may be held either in person, or by suitable electronic means, agreed by the Committee, in which all participants may communicate with the other participants simultaneously.
8. The Chairman and Secretary will convene each meeting, through the circulation to all Committee members of a notice and an agenda.
Quorum
9. The quorum for the transaction of the business of the Committee shall not be less than five Committee members, at a properly constituted meeting.
Conflicts of Interest
10. When engaged on Association affairs, the members of the Committee should act in the best interests of the Association. A conflict of interest may arise when a committee member’s personal, professional or family interests and loyalties could potentially conflict with those of the Association. In the event of a recognised conflict of interest, a member of the Committee must declare the existence of the conflict to the Committee.
11. In the event of the Committee having to decide upon a question in which a member of the Committee has declared an interest, all decisions must be made by vote, with a simple majority required. A quorum must be present for the discussion and decision; Committee members who are conflicted may be asked to withdraw from the discussion of the matter and will not be counted as part of the quorum, or be able to exercise a vote on the matter.
Proceedings at Committee meetings
12. No business shall be transacted at any meeting unless a quorum is present.
13. On some matters, a decision may be reached on a consensual basis. However, matters associated with the approval of a change to the Constitution; resolutions required by the Association’s bankers or other professional advisers; the appointment of new Committee members; the election of Committee members to offices; the approval of the annual accounts; the proposed winding-up or dissolution of the Association; the appointment of an honorary member; the outcome of a matter where a Committee member may have a potential conflict of interest; or any other matter which has a significant impact on the operation, or the future of the Association, shall require a formal vote to be taken. When a formal vote is taken, every Committee member who is present shall have, on a show of hands, one vote. Decisions are taken on the basis of a simple majority. If there is an equality of votes on a matter which requires a formal vote, the Chairman of the meeting may exercise a casting vote.
14. Following meetings of the Committee, the Secretary will provide a record of decisions and any formal votes taken. This record will be circulated to all Committee members.
Annual Accounts, Financial Controls and Audit
15. At the start of each financial year the Treasurer will compile a draft budget for that year. The Committee will approve the budget.
16. Accounting records will be kept by the Association. The accounting records will be open to inspection by members of the Committee at reasonable times.
17. With the exception of monies held by the Association’s investment advisers, all monies shall be held in an Association bank account. Two members of the Committee, one of whom shall normally be the Treasurer, shall be appointed as the custodians of this bank account. The custodians will be empowered to draw cheques on the Association bank account and authorise direct debit payments or standing orders from the account.
18. At the conclusion of each financial year, the Treasurer will prepare annual accounts for the Association. Two members of the Committee, who are not responsible for operating the bank account, shall be appointed as auditors for the year. The auditors will have access to all Association accounting records, shall satisfy themselves that all transactions are in accordance with the aims of the Association and that that the accounting statements represent a true and fair view of the financial position of the Association. The audited financial statements shall be approved by the Committee at a properly constituted meeting.
Reimbursement of Necessary Expenses
19. Committee members may be reimbursed reasonable travel and other expenses necessarily incurred on the business of the Association. The Committee will approve the rates for motor mileage claims.
Insurances
20. To protect the Association from claims against it or the individual Committee members, the Association may obtain appropriate public liability and third party indemnification and Committee fidelity indemnification.
Investments
21. The Committee, as Trustees, will arrange for surplus funds to be invested by professional and reputable investment managers. The Committee will provide the investment managers with information on the financial requirements of the Association and the preferred level of risk that will be used to determine the investment exposure of the portfolio.
22. The Association’s investments shall be registered with and held by a nominee service provided by the investment managers. The Chairman and one other Committee member will be appointed as designated trustees and all instructions to the investment managers will come from them, with the prior agreement of the Committee.
23. The investment managers shall report annually to the Committee, as Trustees, on the performance of the investments which they manage. The investment managers shall meet with the Committee each year in order to explain the economic background to the investment of the portfolio, the performance of the particular equities and fixed interest investments which constitute the portfolio and the forecast economic and investment situation.
Reporting to the Association Membership
24. The committee shall report to the Association such matters as the members require through one or more of the following:
a. the Association website;
b. the Association Journal;
c. Personal email or other such communication;
d. The Chairman’s address at the Annual Dinner.
Winding-Up and Dissolution of the Association
25. In the event that a winding-up and dissolution of the Association is considered by the Committee to be appropriate, prior consultation shall take place with the President and Vice-President and with the other members. Any such consultation shall include a clear indication of the funds owned by and registered in the name of the Association and the recommended disposal of all of these funds.