Royal Charter of The Boy Scouts Association

Royal Charter

4th January, 1912

George the Fifth, by the Grace of God, of the United Kingdom of Great Britain and Ireland, and of the British Dominions beyond the Seas, King, Defender of the Faith, To all to whom these presents shall come Greeting

WHEREAS it has been represented to us—

1. That the Boy Scouts are an unincorporated organization founded in the year 1908 by Lieutenant General Sir Robert Stephenson Smyth Baden-Powell, K.C.B., K.C.V.O., for the purpose of instructing boys of all classes in the principles of discipline loyalty and good citizenship.
2. That the said organization has branches throughout Our Dominions and is carried on under Our patronage and is governed by a Council and has its affairs managed and regulated by an Executive Committee appointed by the Council.
3. That the said organization is possessed of stocks of literature and equipment useful for the purpose of the said organization and also certain investments and sums of money derived from the sale of such literature and equipment and from voluntary subscriptions.
4. That the said organization is possessed of certain leasehold offices at 116-118 Victoria Street in the City of Westminster but save as aforesaid is possessed of no freehold or leasehold property.
5. That it will greatly promote and facilitate the work of the said organization if the same is incorporated by this Our Charter and that it will be expedient that the said organization when so incorporated shall have such powers and be subject to such conditions as are hereinafter contained.
6. That a draft of Bye Laws for the management of the affairs of the said organization when so incorporated has been submitted to and approved by a specially convened meeting of the said Council and a copy of such draft has for the purpose of identification been signed by the said Sir Robert Stephenson Smyth Baden-Powell K.C.B., K.C.V.O.
7. That it has been resolved at a specially convened meeting of the said Council that if and when this Our Charter shall have been granted the assets of every description belonging to or held in trust for the said organization or for the use of the said organization in the furtherance of any object thereof shall be transferred to and vested in the organization so incorporated subject nevertheless to the organization so incorporated thereout defraying and providing for all debts and liabilities (if any) then incurred by or on behalf of the said existing organization to the discharge of which the said assets may at the moment of such transfer and vesting be applicable.

AND WHEREAS Lieutenant-General Sir Robert Stephenson Smyth Baden-Powell K.C.B., K.C.V.0., The Right Honourable Richard Everard Baron Alverstone P.C., G.C.M.G., The Right Honourable John Baron Avebury P.C., Admiral Lord Charles William Delapoer Beresford G.C.B., G.C.V.0., M.P., Charles Churchill Branch Esquire, Colonel Henry Studholme Brownrigg, Sir Thomas Lauder Brunton Baronet, The Most Reverend Father in God Randall Thomas by Divine Providence Lord Archbishop of Canterbury, P.C., G.C.Y.O., D.D., The Reverend William Dale, Colonel Ulick George Campbell de Burgh C.B., Sir Matthew Blayney Smith-Dodsworth Baronet, Lieutenant General Sir Edmond Roche Elles, G.C.I.E., K.C.B., Sir Charles Alfred Elliott K.C.S.I., since deceased, Henry Geoffrey Elwes Esquire, Percy Winn Everett Esquire, The Reverend Marshall Hartley, The Right Reverend The Lord Bishop of Kensington D.D., Sir John Kirk, Major General Sir Ronald Bertram Lane K.C.V.O., C.B., The Honourable Henry Lawson Webster Lawson M.P., Sir George Watson Macalpine, The Right Honourable Reginald Earl of Meath K.P., P.C., The Most Noble Henry Duke of Norfolk K.G., P.C., G.C.V.O., The Reverend William Perkins, Francis William Pixley Esquire, Lieutenant General Sir Herbert Charles Onslow Plumer K.C.B., Field Marshal The Right Honourable Frederick Sleigh Earl Roberts K.G., K.P., P .C., G.C.B., O.M., G.C.S.I., G.C.I.E., V.C., The Right Honourable Archibald Philip Earl of Rosehury K.G., K. T., P .C., The Right Honourable Anthony Earl of Shafteshury K.P., K.C.V.O., The Reverend William Henry Greaves Twining and, The Most Reverend Father in God Cosmo Gordon by Divine Providence Lord Archbishop of York P.C., D.D., all of whom are members of the said Council on behalf of themselves and all other members of the said Council have humbly besought Us to grant this Our Charter.

NOW THEREFORE KNOW YE that We being always ready to give Our Royal countenance and encouragement to all useful and charitable works do of Our special grace certain knowledge and mere motion by these presents for Us Our Heirs and Successors give grant and ordain that Lieutenant General Sir Robert Stephenson Smyth Baden-Powell K.C.B., K.C.V.O., The Right Honourable Richard Everard Baron Alverstone P.C., G.C.M.G., The Right Honourable John Baron Avebury P.C., Admiral Lord Charles William Delapoer Beresford, G.C.B., G.C.V.0., M.P., Charles Churchill Branch Esquire, Colonel Henry Studholme Brownrigg, Sir Thomas Lauder Brunton, Baronet, M.D., F.R.C.P., F.R.S., The Most Reverend Father in God Randall Thomas by Divine Providence Lord Archbishop of Canterbury P.C., G.C.V.O., D.D., The Reverend William Dale, Colonel Ulick George Campbell de Burgh C.B., Sir Matthew Blayney Smith-Dodsworth Baronet, Lieutenant General Sir Edmond Roche Elles G.C.I.E., K.C.B., Henry Geoffrey Elwes Esquire, Percy Winn Everett Esquire, The Reverend Marshall Hartley, The Right Reverend The Lord Bishop of Kensington D.D., Sir John Kirk, Major General Sir Ronald Bertram Lane K.C.V.O., C.B., The Honourable Harry Lawson Webster Lawson M.P., Sir George Watson Macalpine, The Right Honourable Reginald Earl of Meath K.P., P.C., The Most Noble Henry Duke of Norfolk K.G., P.C., G.C.V.O., The Reverend William Perkins, Francis William Pixley Esquire, Lieutenant General Sir Herbert Charles Onslow Plumer K.C.B., Field Marshal the Right Honourable Frederick Sleigh Earl Roberts K.G., K.P., P .C., G.C.B., O.M., G.C.S.I., G.C.I.E., V.C., The Right Honourable Archibald Philip Earl of Rosebury K.G., K. T., P .C., The Right Honourable Anthony Earl of Shaftesbury K.P., K.C. V.O., The Reverend William Henry Greaves Twining and, The Most Reverend Father in God Cosmo Gordon by Divine Providence Lord Archbishop of York P.C., D.D. and all other persons who are now or shall in accordance with the Rules of the Association hereby incorporated become members of the Council thereof shall be one body corporate and politic by the name of "The Boy Scouts Association" for the primary object of instructing boys of all classes in the principles of discipline loyalty and good citizenship and by that name shall and may sue and be sued plead and be impleaded in all Courts whether of law or equity either in Our United Kingdom of Great Britain and Ireland or in Our Colonies or Dependencies and shall have perpetual succession and a common seal which may be changed or varied by it at its pleasure PROVIDED that the said Association hereby incorporated may with the approval of a specially convened meeting of the Council thereof and with the approval of the Lords of our Privy Council from time to time hereafter change its name but no change in the name of the said Association so made shall affect any rights or obligations of the said Association or render defective any legal proceedings instituted by or against the said Association and any legal proceedings may be continued or commenced against the said Association by its new name that might have been continued or commenced against the said Association by its former name.

AND WE DO HEREBY FURTHER GRANT AND ORDAIN that the said Association hereby incorporated shall have and may exercise all or any of the powers hereinafter mentioned and shall be entitled to the benefit of and be subject to the provisions hereinafter contained and such provisions shall have effect accordingly.

1. In this Charter unless the context otherwise requires—

   "The Association"

   shall mean the Boy Scouts Association.

   "The Bye Laws"

   shall mean the Bye Laws of the Association for the time being in force under or by virtue of this Charter.

   "The Patron"

   "The President"

   "The Council" and

   "The Chairman of the Council"

   shall mean respectively the Patron of the Association the President of the Association the Council of the Association and the Chairman of the Council for the time being in accordance with this Charter or the Bye Laws.

   "The Committee"

   shall mean the Committee for the time being appointed under or in accordance with the Bye Laws or such number of the members of such Committee as under the Bye Laws shall for the time being be entitled to act for such Committee.

   Words importing the singular number only shall include the plural number and vice versa and words importing persons shall include Corporations.
2. The Association shall have power—
   1. To acquire take over and accept by way of gift from the now existing organization of Boy Scouts all the stocks funds securities and other assets of every description now belonging to the said existing organization or held in trust for or for the use of the same and to undertake execute and perform any trust or conditions affecting any of such assets and to defray and provide for any debts or liabilities to the discharge of which the said assets or any of them shall at the moment of such acquisition be applicable and to give any trustees in whom any such stocks funds securities or other assets may be vested a valid receipt discharge and indemnity for and in respect of the transfer or handing over of the same to the Association.
   2. To purchase take on lease or hire or otherwise acquire and hold (without any further License in Mortmain) any lands buildings easements or hereditaments of any tenure patents patent rights trade marks and any other real or personal property and to construct provide maintain repair and alter any buildings works stores plant and things which may from time to time be deemed requisite whether within Our Dominions or elsewhere for any of the purposes of the Association but subject as regards any lands tenements and hereditaments within the United Kingdom to the proviso contained in the last paragraph of this clause.
   3. To form local branches and committees in all parts of Our Dominions and to organise classes and lectures and publish and sell or distribute papers books pamphlets and information for the purpose of stimulating interest in and promoting the objects of the Association and to take all other measures which may seem necessary for providing and maintaining an efficient organization for the purposes of the Association.
   4. To form bodies of Boy Scouts and to enrol as members or officers thereof persons of all ages and classes and to supply (with or without charge) and deal in equipment of all kinds for their use and to procure them to be instructed in the duties of citizenship generally and in handicrafts and technical knowledge and to provide classes lectures and entertainments for their benefit and to establish and provide prizes badges certificates and other rewards of merit to be competed for or awarded to them provided that every Boy Scout shall be left entirely free to obtain his equipment and every part thereof (whether of an official pattern or not) other than badges and decorations from any person firm or corporation willing to supply the same [and] shall not be required to obtain such equipment or any part thereof from the Association.
   5. To assist past or present Boy Scouts in establishing themselves in life whether by means of apprenticeship or emigration or in any other manner and to form contribute to and administer special funds for that purpose.
   6. To receive and accept donations endowments and gifts of money lands hereditaments stocks funds shares securities and any other assets whatsoever and either subject or not subject to any special trusts or conditions and in particular to accept and take by way of gift and absorb upon any terms the undertaking and assets of any society or body whether incorporated or not carrying on work similar to any work for the time being carried on by the Association and to undertake all or any of the liabilities of any such other society or body but so that any powers conferred by this paragraph shall be subject as regards the United Kingdom to the proviso contained in the last paragraph of this clause.
   7. To borrow or raise money with or without security for any of the purposes of the Association.
   8. To make and carry out any arrangement for joint working or co-operation with any other society or body whether incorporated or not carrying on work similar to any work for the time being carried on by the Association.
   9. To undertake execute and perform any trusts or conditions affecting any real or personal property of any description acquired by the Association.
   10. To enter into any arrangements with any military or educational authorities or any other department of Our Imperial Government or of the Government of any part of Our Dominions.
   11. To apply for and exercise any powers obtained under any supplementary Charter or Act of Parliament Imperial or Colonial and whether Federal or Provincial which may be deemed expedient for any of the purposes of the Association.
   12. To accumulate sell improve manage develop exchange lease mortgage or otherwise dispose of or deal with or turn to account all or any property or rights of the Association. Provided that no disposition of any real or leasehold properly situate in the United Kingdom shall be made without such consent or approval as may be by law required therefor.
   13. To invest all moneys and funds of the Association which are not immediately required to be expended for the purposes thereof and which the Committee think proper to be invested in such investments as may be authorised with respect thereto by or by the powers contained in the instrument (if any) of gift of such moneys or funds or of the moneys or property from which the same shall have arisen or by the powers contained in any writing or writings under the hand or signed on behalf of the donor within six calendar months after the gift or so far as such instrument writing or writings do not extend in investments authorised by the law for the time being in force for the investment of trust funds or to deposit the same with any bank. Provided that the Association shall not invest money in or retain any securities in respect whereof any liability exists unless the liability is of limited amount and is to be discharged or is capable if the Association think fit of being discharged within a fixed period from the date of investment but save as in this proviso mentioned nothing in this Charter shall prevent the Association from the full exercise of any discretion or authority given by the donor in the choice of investments. All investments may be varied or transposed from time to time into or for other investments authorised according to the provisions of this paragraph with respect to the original investments or the proceeds thereof. Moneys of the Association awaiting investment may be advanced on the security of stocks funds or security the purchase of which would be authorised by the law for the time being in force for the investment of trust funds.
   14. To grant continue and pay such salaries pensions gratuities or other sums in recognition of services (whether rendered before or after the granting of this Charter) as may from time to time be sanctioned by the Committee.
   15. To do all such other acts and things as are or may be deemed incidental or conducive to the attainment of any of the purposes of the Association of the exercise of any of its said powers.
   16. Provided always that notwithstanding anything hereinbefore contained the annual value of the lands tenements and hereditaments for the time being held by the Association within the United Kingdom shall not at any one time exceed £7,000 but so that for all the purposes of this paragraph the annual value of any such premises as aforesaid shall be deemed to be the annual value thereof for the purposes of the assessment of property tax thereon at the time when the Association shall have become entitled in possession to the same and so also that all lands tenements or hereditaments of any annual value devised or bequeathed to or for the benefit of the Association by any will or codicil or made over to or for the benefit of the Association by way of gift by any means may be accepted and held by the Association but only upon the terms that if and so far as the holding of the same premises may cause the Association to exceed such limit as aforesaid such premises shall be sold within one year from the date when the Association shall have become entitled thereto in possession or within such extended period as may be determined by the Charity Commissioners.
3. There shall be a Patron of the Association.

   WE do hereby reserve to Ourselves to be the First Patron. Subsequent Patrons from time to time shall be such persons as may accept that office upon the request of the Council with the approval of the President.

   The President shall be such person as may from time to time be nominated in that behalf by the Patron.

   The Chairman of the Council shall be the said Sir Robert Stephenson Smyth Baden-Powell K.C.B., K.C.V.0. and after he shall have died or retired or ceased to be a member of the Council shall be such person as may from time to time be nominated in that behalf by the Council. The first Council shall consist of those persons who were members of the Council of the said now existing organization immediately before the granting of this Our Charter.

   The Council shall consist of 70 members at the most and 30 members at the least. Vacancies shall from time to time be filled up by the Council itself but the Council may act notwithstanding any vacancies in its body.

   A Committee may be appointed in such manner and with such powers and duties as may be prescribed by or in accordance with the Bye Laws.

4. An Ordinary General Meeting of the Council shall be held once in every year after the year in which the Association is incorporated at such time and place as shall be prescribed by or in accordance with the Bye Laws and the Committee shall lay before such Ordinary General Meeting such accounts and make such reports as may from time to time be prescribed by the Bye Laws.
5. An Extraordinary Meeting of the Council may be called at any time by the President or by the Chairman of the Council.
6. The accounts to be submitted to any Ordinary General Meeting of the Council shall be audited by auditors who shall be members of the Institute of Chartered Accountants or of such other Association as for the time being shall in the opinion of the Committee represent that Institute.
7. The affairs of the Association shall be managed and regulated in accordance with Bye Laws in the terms of the said draft Bye Laws so approved by the Council of the said existing organization as aforesaid or with such other Bye Laws as may for the time being be in force under or by virtue of the succeeding provisions of this clause. Any of the Bye Laws may from time to time be altered added to or repealed by the Council and any new Bye Laws may from time to time be made in the like manner. Provided that no new Bye Law and no alteration of or addition to any of the Bye Laws shall have any force or effect if it be repugnant to any of the provisions of this Charter or to the Laws of Our Realm nor until it shall have been approved by the Lords of Our Privy Council of which approval a Certificate under the hand of the Clerk of the Council shall be conclusive evidence.
8. And We do hereby further declare that when the Association shall cease to be an Association for the purposes aforesaid and the affairs thereof shall have been completely wound up and its debts and obligations fully discharged this our Charter shall be absolutely void.
9. And We do for Ourself Our Heirs and successors grant and declare that this Charter or the enrolment thereof shall be in all things valid and effectual in the law according to the true intent and meaning of the same and shall be recognised as valid and effectual by all Our Courts and Judges in our Dominions and by all other officers persons and bodies politic and corporate whom it doth concern and that the same shall be construed in the most favourable and beneficial sense and for the best advantage of the Association as well in all Our several Courts of Record in Our Dominions as elsewhere notwithstanding any non-recital or mis-recital uncertainty or imperfection in this Charter.

IN WITNESS whereof We have caused these Our Letters to be made Patent.

WITNESS Ourself at Westminster the Fourth day of January in the Second Year of Our Reign.

BY WARRANT under the hands of the Lords Commissioners in the name and on behalf of His Majesty.

MUIR MACKENZIE.

The Great SEAL