ORDINANCES

1. Scope of this Document
1.1. This document lays out rules and processes to be observed by the Worshipful Company of Security Professionals [hereinafter called “the Company”] and those who have been admitted into membership of the Company.

1.2. This document exists by virtue of the power granted by Articles 18 and 19 of the Bye-Laws of the Company.

1.3. Power to amend this document rests with the Court of the Company (see also Section 29 below).

2. Qualification for Membership

2.1. Members.   With the exception of Apprentices, and those persons granted Honorary or Companion status, no person will be accepted as a member unless:-

a. he satisfies the requirement for Membership of the Company as laid down in Article 2 of the Bye-Laws,

b. he has applied in writing for membership, using a form prescribed by the Court,

c. he has agreed to be bound by the Charter, Bye-Laws and Ordinances of the Company,

d. he has paid an appropriate joining fee,

e. his application has been proposed and seconded by a Liveryman, a Freeman or a Member of the Company, in writing, and

f. his application has been considered and approved by the Membership Committee and recognised by the Court.

2.2. It is intended that the Membership shall at all times reflect a reasonable balance between all sections of the security profession.   This should be kept in mind by the Membership Committee and refusal or deferment of membership may be made on the grounds of reasonable balance notwithstanding that other membership qualifications are met.     

2.3. The Company will not exceed 475 members.   That figure does not include Honorary Liverymen elected to membership, nor the Honorary Chaplain, nor Companions granted this privilege.

2.4. Membership of the Company is for life, subject to payment of annual quarterage and acceptable conduct.   However, Membership is regarded as the preliminary stage to becoming a Freeman, and this should be impressed upon applicants for Membership by their sponsor.

3. The Process for Membership of the Company

3.1. Application forms for Membership will be held by the Clerk.   On being informed that a person wishes to apply for Membership, the Clerk will forward an application form to the nominated Sponsor, or to the applicant if he does not have a Sponsor, and inform the Secretary of the Membership Committee.   If the applicant does not have a Sponsor, then the Membership Committee will appoint a Liveryman or Freeman of the Company to consider that role.   Similarly, if the applicant does not have a Seconder, the Membership Committee will appoint one.

3.2. It is the duty and responsibility of the Sponsor to ensure that the candidate:-

a. understands and appreciates the nature of a Livery Company

b. understands the Objects and charitable aims of the Worshipful Company of Security Professionals

c. understands the structure of the Company and the manner in which it conducts its affairs

d. satisfies the requirement for Freedom of the Company as laid down in these Ordinances

e. is a suitable person for admission into the Company

f. is willing to abide by the rules and regulations as laid down in the Bye-Laws and Ordinances

g. has properly completed and signed the application form

h. has attached a short curriculum vitae to the application form

i. has paid the joining fee.

3.3. Fully completed application forms, together with the curriculum vitae and appropriate fee will be forwarded to the Clerk.   The Clerk will forward the completed application form and curriculum vitae to the Secretary of the Membership Committee.

3.4. The Membership Committee [a Standing Committee] will scrutinise the application to determine whether the membership criteria are met, and whether the candidate is of suitable character to become a Freeman of the Company.   The Committee in their determination may defer further consideration whilst they seek clarification of detail from the applicant via his Sponsor.

3.5. The Secretary of the Membership Committee will inform the Clerk of the outcome of the application.   The Clerk will inform the applicant and his sponsor and, if the application has been successful, will add the applicant’s name to the membership roll.

3.6. Once a candidate has been approved by vote of the Membership Committee, the person is considered as accepted into the Company (subject to payment of Fee).   That approval will be reported to and formally recognised by the Court at the next Court meeting. 

3.7. When the 475 cap on membership has been reached, the Membership Committee will make a value judgement and create a priority waiting list based on the merits of the applicants, bearing in mind the content of 2.2 above.

3.8. The Membership Committee will monitor the progress of each application to ensure that no undue delay takes place in completing and processing it. 

4. Freedom by Redemption
4.1 Any Member shall be eligible to be nominated, elected and admitted a Freeman of the Company by Redemption, provided that:
  (a) He is of the full age of twenty-one years.
(b) He meets the membership requirement laid out in Article 2 of the Bye-Laws of the Company.
4.2 The Court shall have the exclusive power to elect and admit Freemen of the Company by Redemption.   Every candidate for the Freedom of the Company otherwise than by patrimony or servitude must be supported by the Court. 
4.3. The Clerk shall give notice of each proposal for admission as a Freeman to the Court with the agenda for the meeting at which the election is to take place. 
 
4.4. The election of Freemen shall be taken individually and may be conducted on a show of hands or by ballot.  

4.5. The Clerk shall notify the result of the election to the candidate in writing within twenty-eight days of the meeting of the Court at which it was conducted.

4.6. The granting of Freedom of the Company is a privilege for life, subject to the prompt payment of quarterage, fines and dues, and acceptable conduct. 

5. Freedom by Patrimony
5.1 According to the Custom of London, when it shall happen that the child of a Freeman of the Company and of the City of London, born after such Freeman shall have obtained his Freedom of the City of London, or a person lawfully adopted by a Freeman of the City of London, being a person whose date of birth is after that adopter has been admitted to the Freedom, or one or both of whose parents is a Freeman of the City of London at the date of his birth, who has been legitimated in accordance with the law relating to legitimisation currently applicable in the United Kingdom, shall have arrived at the age of not less than twenty one years, and in the opinion of the Court complies with the requirement of Article 2 of the Bye-Laws, and desires to take up his or her Freedom of the Company and of the City of London, the Court shall admit him or her to the Freedom of the Company and present him or her to the Chamber of London to be made a Freeman by Patrimony.
6. Freedom by Servitude
6.1 According to the Custom of London, when it shall happen that a person is apprenticed to a member of the Company being a Freeman of the Company and of the City of London (hereinafter referred to as the Master of such Apprentice), the Company shall cause a record of the Indentures of such an apprentice to be entered in the books of the Company.   The Master of such Apprentice shall cause the Indentures to be entered in the Books of the Chamber of London to the intent that such apprentice having served the term of his apprenticeship shall on proof of faithful service, and having attained the age of 21 years, be admitted to the Freedom of the Company and be presented to the Chamber of London to be made a Freeman by Servitude.
7. Livery
7.1. The Court shall and may call, nominate, choose, elect and shall then admit into the Livery of the Company such and so many persons being Freemen of the Company and of the City of London as it shall think meet and able to be of the same Livery, subject nevertheless to the Order of the Court of the Mayor and Aldermen dated the 19th day of February 2008, and to such other Orders of the said Court of the Mayor and Aldermen as may hereafter be made.
7.2. Livery will be granted to a Freeman of the Company, provided that:-

 (a) the Freeman is also a Freeman of the City of London

(b) the Freeman has been free of the Company for at least two years

 (c) the Freeman is and has been an active member of the Company

 (d) the Freeman’s conduct is and has been acceptable

 (e) the cap of 350 has not been reached

 (f) an appropriate Livery fine has been paid, and

(g) there are no outstanding monies due either to the Company or to its Charitable Trust

7.3. When the cap on Liverymen has been reached, vacancies arising will be allocated on the basis of the date of application for Livery, with the earliest having priority.

7.4. The granting of Liveryman status is a privilege for life, subject to the prompt payment of quarterage, fines and dues, and acceptable conduct. 

7.5. A Liveryman may surrender the grant of Livery to him or her and shall thereafter remain a Freeman of the Company.
8. Companions
8.1. The Court may from time to time offer the privilege of Companionship to such persons as they shall in their discretion determine, being persons whom they would wish to include within the fellowship of the Company but who may not qualify for membership.   The rights and privileges of Companionship shall be as the Court shall from time to time determine.   Such Companions may not be called upon to pay quarterage or fines.
8.2. As Companionship is a privilege granted by the Court, it may be withdrawn by the Court if, after due consideration, it becomes apparent that the privilege is no longer appropriate.

9. Apprentices

9.1. The Court may from time to time create Apprenticeships with a view to encouraging interest in the security profession amongst young persons and supporting them in their education in matters relating to the profession.  The number of Apprentices created shall not exceed 5% of the total membership of the Company.  A Liveryman or Freeman will be appointed as Master to the apprentice and such Master will be responsible for supervising the Apprenticeship and offering moral support and professional guidance to the apprentice.  An apprentice will be admitted to the membership of the Company and subject to 6.1 above, may later be admitted to the Freedom of the Company.

9.2. The Court may provide financial support to an apprentice, which will be decided on a case by case basis.   The payment of quarterage by an apprentice is dealt with at 22.15 below.

 9.3. To be considered for an Apprenticeship, a person must be aged between 16 and 25 years and be recommended to the Court by a Liveryman or Freeman.   The rights and privileges of apprentices shall be as the Court shall from time to time determine.

10. Honorary Chaplain

10.1. The Court may appoint an Honorary Chaplain.

11. The Court
11.1. The Master and Wardens shall be elected annually by and from the Court.   To proceed to such Office, the person must:-
 (a) be a current member of the Court
 
 (b) not have served as Master within the previous five years, and
 
(c) be elected to the office by the Court.

11.2. It will be normal practice and custom for Officers to progress in the order of Junior Warden, Middle Warden, Senior Warden, and then Master, subject to the agreement of the Court.   However, in exceptional circumstances, the Court may appoint a qualified person to any such Office regardless of the progressive principle stated above.

11.3. Upon election, an Officer of the Company will serve in the designated office for a period of one year from the date of their appointment.   At the end of that year, the Master will automatically become the Immediate Past Master, and a Warden will either progress to the next office or revert to the status of Court Assistant or Liveryman of the Company. 

11.4. The Immediate Past Master is an Officer of the Court by right.

11.5. The Assistants will be elected from Liverymen of the Company, by the Liverymen and Freemen of the Company, as detailed in these Ordinances.   A Court Assistant must have served as a Standing Committee Member for a minimum of two years, but such service does not have to be current.

11.6. Upon election, Court Assistants will serve a period of four years from the date of their initial appointment.   In order to continue as a Court Assistant after four years, the person must submit themselves for re-election for a further four years.   In order to continue as a Court Assistant after eight years, the person must submit themselves for re-election again, for a further four years.   No person may serve as an elected Court Assistant for a continuous period exceeding twelve years.

11.7. A Past Master of the Company may remain a member of the Court for a period not exceeding four years from the date of installation of their successor.   After that period, a Past Master is eligible for re-election as a Court Assistant.   A Past Master may stand for election as a Court Assistant before the four year term has expired in order to achieve continuous service on the Court.

11.8. A Past Master of the Company may, by invitation of the Master and by agreement of the Court, attend Court after the period of four years from the date of installation of their successor, but may not vote (unless re-elected as a Court Assistant).

11.9. Notwithstanding 11.7 above, the Founding Master of the originating Guild is a permanent member of the Court. 

11.10. The Treasurer shall be appointed by the Court from the Liverymen of the Company.   The person should be a qualified accountant or such person as the Court considers suited to the task.
11.11. Honorary Court Assistants may be appointed by the Court where such Liverymen have served the Company in such excellent and consistent manner that the Court feels it is right to appoint them to active office in the Court and not subject them to an election process.
11.12. Officers, Court Assistants and Honorary Court Assistants will be admitted to office or appointment at the installation meeting of the Court held in the month of June. 

12. Temporary Appointments to Court

12.1. In the event of the death, retirement or removal of a Master, Warden, or any other member of the Court, the Court shall have the power to make a temporary appointment for the remainder of the term of office of the person or persons so dying, retiring or being removed.   A person so appointed will take up office immediately.
12.2. No person may be so appointed to a temporary appointment unless they fulfil the requirements for appointment to Court as detailed above, subject to the qualification at 12.3 below.  

12.3. In the event of no qualified person being available to take a temporary Office or position, a Past Master may be appointed to that Office or position on a temporary basis notwithstanding the date on which that Past Master occupied the Master’s chair.

12.4. Any period of temporary appointment as a Court Assistant shall not count as a term served for the purposes of 11.6 above, and those so appointed must submit themselves for election in the election year if they wish to continue as a Court Assistant.

13. Meetings of the Court
13.1. The Court shall hold its meetings in the City of London and shall meet not less than four times a year.   One such meeting shall be known as the Election Court and the meeting held in the month of June as the Installation Court
13.2. The Master may, and the Clerk shall at the request of three members of the Court, summon an extraordinary meeting of the Court.
13.3. The Master, or in his absence the Senior Warden, or in his absence the Middle Warden, or in his absence the Junior Warden shall preside as Chairman over all meetings of the Court at which at least six of the members of the Court shall constitute a quorum, but no meeting shall be held unless the Master or a Warden is present.
14. Committees
14.1. The Company may create any number of Standing Committees, provided that each has a specific title and a specific remit, and each operates under Terms of Reference approved by the Court and stated in the Annexes of these Ordinances.  The Company must have Standing Committees which deal with

(a) Finance and Audit

(b) Membership [the process of becoming a member]

(c) Marketing and Fund Raising
 
14.2. Each Standing Committee will have a Chairman, who must be a Court Assistant and appointed by the Court.  Officers cannot be Chairmen of Standing Committees but may be ex-officio members.

14.3. The members of a Standing Committee will be appointed by its Chairman, who will consult any current members of his Committee before making any appointment.   Equally, members of a Standing Committee may be dismissed by the Chairman who will have consulted the Committee.

14.4. Members of a Standing Committee should be Liverymen.   Freeman may be appointed, but it is expected that any Freeman so appointed will take action to become a Liveryman at the earliest opportunity.

14.5. Each Standing Committee will itself appoint from its members a Deputy Chairman, to act in the absence of the Chairman.

14.6. Each Standing Committee will itself appoint from its members a Secretary/Minute Taker, who will record and keep minutes of each meeting and deliver a copy thereof to the Clerk.

14.7. Standing Committees will meet formally at least twice in every Master’s year, and on other occasions as directed by their Chairmen.   Where appropriate, there is no objection to a Standing Committee conducting routine business by electronic mail between its membership.

14.8. The Company should limit the numbers appointed to any Standing Committee to the absolute minimum to achieve its objectives.   However, it should be kept in mind that participation in a Standing Committee is a requirement for election to Court and numbers may be increased for this purpose.   It will be the job of the Chairman of each Standing Committee to review numbers and create a Standing Committee of optimum size for the task(s) assigned.

14.9. The Chairman of each Standing Committee should take every opportunity to introduce “new blood” and thus persons with new ideas to their Committee, with the intention of keeping the Company progressive.

14.10. The Chairman of a Standing Committee may set up a Sub-Committee to focus on and deal with particular issues that arise within the remit of that Standing Committee.    The Chairman of the Standing Committee will appoint a Sub-Committee Chairman, and the reporting line will be through the Chairman of the Standing Committee to the Court.

14.11. When setting up any Sub-Committee, the Standing Committee Chairman will state its terms of reference, and supply a copy of those terms to the Clerk.

15. Working Parties and Ad Hoc Groups

15.1. The Court may set up Working Parties and/or Ad Hoc Groups to focus on and deal with particular issues that arise.   In doing so the Court will appoint a Chairman, and a Court Assistant who will act as a reporting line to the Court if the Chairman of the Working Party or Ad Hoc Group is not already a member of the Court.   The Court will annually review the need to keep such Working Parties or Ad Hoc Groups in existence.

15.2. When setting up any Working Party or Ad Hoc Group, the Court will state its terms of reference.

15.3. Such bodies shall not disburse any monies belonging to the Company except by express sanction of the Court.  

15.4. Any member of the Company may serve on a Working Party or Ad Hoc Group set up by the Court, or on a Sub-Committee set up by a Standing Committee, and the appointment of its membership is a matter for the chairman of that body.

15.5. The membership of a Sub-Committee, Ad Hoc Group or Working Party may be changed by the Chairman of the body that appointed members to the afore-mentioned groups without the need for a reason being given.

15.6. Membership of a Sub-Committee, Working Party, or Ad Hoc Group does not qualify as Committee work for the purposes of qualification for election to Court Assistant.

16. The Conduct of Business at Court and by Committees

16.1. The decision of the Master or Warden presiding at Court shall be conclusive on all points of order.   Similarly, the decision of the chairman of a Committee, Working Party or Ad-hoc Group shall be conclusive on all points of order arising at that meeting.

16.2. Questions arising at any meeting shall be decided by a majority of votes, unless otherwise specified in these Ordinances.

16.3. In the case of equality of votes, the chairman of the meeting shall have a second or casting vote.

16.4. Any proposal put must be seconded before the matter can be put to a vote.

16.5. On any issue arising at Court, any two members of the Court may demand a ballot.

16.6. The Court may invite specific Liverymen and Freemen of the Company to attend a Court meeting where the presence of such Liverymen and Freemen will assist the business of the Company.   The Court may also invite professional or technical advisors to attend such Court meetings as the Court deems appropriate. 
 
16.7. A Committee may also invite professional or technical advisors to attend such Committee meetings as the Committee deems appropriate. 

16.8. Any Liveryman or Freeman of the Company may attend a Committee meeting as an observer.

17. Special Responsibilities

17.1. The Court may nominate a Liveryman or Freeman of the Company to have a special responsibility within the Company, and provide a title for that special responsibility.

17.2. In so doing, the Court must allocate that special responsibility to the jurisdiction of the Chairman of an appropriate Standing Committee, who will oversee the work done and provide a communication link to Court.

17.3. The appointment of a Liveryman or Freeman of the Company to have a special responsibility must not compromise, undermine, or cut across the work done by a Standing Committee under its laid down terms of reference.   If any such conflict of function arises, the Standing Committee must have supremacy.

17.4. One such special responsibility will be a Welfare Officer, who will be appointed by the Court and attached to the Membership Committee.

17.5 Notwithstanding what is said in17.1 to 17.4 above, the Court may select and appoint Liverymen or Freemen to be Stewards on an annual basis (to coincide with the Master’s year).  Such Stewards will assist the Master, Wardens and the Court at Company functions.  They will also provide aid and help to the Beadle and come under his jurisdiction whilst so appointed.  A Steward may be re-appointed at the end of a years’ term, but may not serve more than three years in total.  Stewards should be elected on the basis of:

(a) showing promise for advancement within the Company, or

(b) serious commitment to the Company but not wishing to engage in the management of it.

 

 

18. Elections

18.1. Elections are required for appointment as an Officer and for appointment as a Court Assistant.   Such an election can only be held in the Company year preceding the intended appointment.

18.2. Officers will be elected by vote of the Court.   Such a vote does not need to be a secret ballot.
 
18.3. Court Assistants will be elected by ballot of the Liverymen and Freemen of the Company.   This will be a postal ballot, using standard surface mail.   Any Liveryman or Freeman whose subscription is more than six months in arrears will not be permitted to vote.

18.4. For either election, a simple majority in favour of a candidate or candidates will decide the result.   Any tied vote will be decided by the casting vote of the current Master, irrespective of whether he has already cast a personal vote.

18.5. The first elections will be/will have been carried out so as to allow the elected persons to take up their office or appointment in the month of June 2009.   Thereafter, the election process for Court Assistants will take place every four years, but annually for Officers.

18.6. The election process for Court Assistants will be as follows:-

(a) At the first meeting of the Court in the calendar year in which an election is due, the Court will specify the number of Court Assistant positions required for the forthcoming four year period, as allowed by the Bye Laws of the Company.

(b) Thereafter, the Clerk will invite nominations, to be received by him within one calendar month of the invitation.

(c) A qualified person may nominate themselves.

(d) Each and every nomination must include a declaration by the nominee that they understand the duties and responsibilities of the position and that they are prepared to invest the necessary time and effort.

(e) The nomination, declaration and any supporting statement will be in writing on a form prescribed by the Clerk for the purpose.   The form must be signed by the nominee.   The signature must be accompanied by the name in bold print to enable the signature to be easily identified.

(f) On receipt of a nomination form, the Clerk will check and certify eligibility of the nominee, and enter the name of the eligible nominee on a voting paper prepared by the Clerk for that purpose.

(g) As soon as practicable after the closing date for nominations, the Clerk will ascertain and list Liverymen and Freemen eligible to vote and send out a voting paper to each eligible Liveryman and Freeman.

(h) The Clerk will set a closing date for receipt of voting papers which will be no later than the 10th day of May.   That closing date will be clearly shown on the voting papers.

(i) The Clerk will nominate a return address, and papers must be received at that return address by the due date to be valid.

(j) The voting paper will state the names of the nominees and the number of vacancies.   It will have provision for the marking of votes, the signature of the voter, and the printed name of the voter.

(k) Each voter will be able to apply one vote in favour of a nominee for each vacancy.

(l) Proxy voting is not permitted in the election of Court Assistants.

(m) The vote will close at 5pm on the day set by the Clerk.

(n). When the vote has closed, the Clerk will count the votes, collate the result, and complete that task within seven days.

(o) The Clerk has absolute discretion to accept or discount a vote if a voting paper has not been correctly completed or if it contains some irregularity or additional material.

(p) Having counted and collated the vote, the Clerk will deliver the result and all ballot papers to the Immediate Past Master who will audit and certify the result.   The Immediate Past Master cannot overturn a decision made by the Clerk under “o” above.

(q) The Immediate Past Master will then inform the Master of the result (who may have to use a casting vote or votes as at 18.4 above), and instruct the Clerk to notify the result to all Freemen and Members of the Company.

(r) The Immediate Past Master will return all ballot papers to the Clerk who will retain them for six months, and then dispose of them as confidential waste.

18.7. If, due to illness, incapacity, or other good reason, the Clerk is unable to fulfil his duties for the election process, the Court may nominate a Liveryman or Freeman of the Company to fulfil the role.   In this instant, all references to “Clerk” in 18.6 above or 18.11 below apply to the nominated person.

18.8. The Court has the power, and the option, to appoint an independent person, partnership, or company to conduct the election to the Court.   Such appointee should be a solicitor, accountant, or like person.   In such a case, all references to “Clerk” in 18.6 above or 18.11 below apply to the appointed person, partnership, or company.

18.9. Once the result of the election has been announced to the membership, the result may be acted upon.

18.10. Any challenge to the validity of the count, or the veracity of the process will be referred to the Master, who will consult with Past Masters currently serving on the Court and then decide what action, if any, to take.   No challenge will be entertained if made more than six months after the result is declared to the membership.

18.11. An election need not be held if valid nominations for Court Assistant do not exceed the number of positions open for election.   In such an event, the Clerk will inform the Immediate Past Master on close of nominations and the Immediate Past Master will declare the nominees elected without ballot, having satisfied himself that there is no requirement for a ballot.   The Master will be notified and the result declared to the membership of the Company.

18.12. In 2009, and at every subsequent 4 year period, all Court Assistants who have not been elected to future Office must submit themselves to election for a four year period, subject to the provisions of 11.6 above.  

19. Discharge from Office and Appointment

19.1. All Liverymen of the Company elected to Office, appointed as Court Assistants, or serving as a Past Master on the Court are expected to carry out their duties with enthusiasm, decorum, and ability.    Members of the Court may be removed from their position if they:-

(a) act or have acted in a manner likely to bring discredit on themselves, the Court, or the Company

(b) fail, without good and reasonable cause, to carry out a duty, task, or obligation assigned to them
 
(c) fail, without good reason, to attend meetings of the Court

(d) demonstrate that they are not prepared to invest the time and effort required for the position.

19.2. A Member of Court failing to attend two consecutive Court meetings without apparent good reason will be formally written to by the Master and asked to explain their absences.   Failure to respond with good reason(s) will trigger a request to resign from Court by the Court at the next Court meeting and start the formal process for removal.

19.3. A Member of the Court who brings discredit on themselves, the Court or the Company or who appears to fail in their responsibilities may be asked by the Court to resign from Office or appointment.   If the person refuses to resign when so requested, the Court may institute a formal process for removal.

19.4. That formal process for removal will include:-

(a) provision to the Court Member concerned of twenty-eight days notice in writing of the intention to discuss the subject of his removal from the Court at the next meeting of the Court

(b) placing the matter of the member’s removal from the Court on the formal agenda of a regular meeting of the Court

(c) circulating the agenda of the relevant meeting in writing to all members of the Court at least ten days prior to the date of the next Court meeting
(d) A vote for removal by the Court.

19.5. There is no requirement for the subject of the proposal to be present at Court when the matter is discussed and voted upon.   If, however, the subject of the proposal does attend the meeting, that person must be given the opportunity to speak on their own behalf.

19.6. There is no appeal against a vote in favour of removal from Court.   The person so removed by a vote of the Court must absent themselves immediately from the Court.

20. Conduct and Termination of Membership

20.1. All Liverymen, Freemen, Members and Apprentices shall conduct themselves in a manner which is not injurious to the character and interests of the Company.
20.2. A Liveryman, Freeman, Member or Apprentice who has acted in a manner deemed to be injurious to the character and interests of the Company may be subject to a process for exclusion from membership of the Company.
20.3. Exclusion from membership of the Company is a matter for the Court.   A proposal to exclude will be dealt with by the Court but in the absence of Past Masters.   No decision to exclude will be valid unless the procedure laid out in these Ordinances is strictly complied with.
20.4. The Court has the power to exclude a Liveryman, Freeman, Member or Apprentice from active participation in the affairs benefits and amenities of the Company either permanently, i.e. expulsion, or for any specified period of time.
20.5. The Clerk will place a proposal to exclude any person accused of injurious behaviour on the order of business at the next or appropriate meeting of the Court specifying the injurious conduct.   The Court may deal with the matter immediately or set a date for a conclusive hearing.

20.6. When the Court considers the proposal to exclude, Past Masters will withdraw and take no part.   

20.7. The Court must give the person concerned the opportunity of being heard in person.  The person also has a right to hear the proposal put and to hear the evidence and argument in support of it before responding.   However, the absence of the person concerned from Court is not a bar to the proposal being heard and acted upon.  

20.8. Such a person may not remain in Court whilst the matter is debated or a vote taken.   Neither will the result be communicated directly by the Court, but relayed via the Clerk or nominated Court Assistant.  

20.9. A person subject to a proposal to exclude may not delegate his personal right to speak on his own behalf to any other person, whether that other person is a Liveryman, Freeman, Member or not.   He may make a written response, but it is the decision of the Court as to whether or not they will have it read.

20.10. The procedure for exclusion is not appropriate for legal representation and the prohibition at 20.9 above extends to legal representation.

20.11. The Court may permit, at its discretion, the subject of the proposal to exclude being accompanied at Court by another Liveryman or Freeman of the Company.

20.12. A Liveryman, Freeman, Member or Apprentice who has been excluded by decision of the Court may appeal by giving written notice to the Clerk within 14 days of the Court meeting at which the exclusion order was made.   On receiving notice of appeal within the specified period the Clerk will inform the Master who will appoint an Appeal Panel in accordance with 20.14 below.

20.13. A notice of appeal against exclusion will not suspend the exclusion order pending an appeal hearing.

20.14. An appeal will be heard by a panel of three Past Masters appointed by the Master for that purpose.  It is not necessary that all three members of the Appeal Panel are current Court Members, but the Chairman of the Panel should be.
 
20.15. That appeal panel will meet and come to a decision as soon as practicable and in any case within three months of the original decision to exclude or the appeal will automatically succeed.   The Appeal Panel will consider all evidence and procedures appertaining to the exclusion order.   The appeal panel must give the person concerned the opportunity to speak in person on his own behalf before coming to a decision.   The decision of the Appeal Panel is final.

20.16. Failure to pay quarterage, fines and dues will be cause for automatic exclusion from Membership of the Company, subject to such procedures as the Court shall from time to time determine.

20.17. Any Liveryman, Freeman, Member or Apprentice of the Company who is more than 6 months in arrears of payments of his quarterage may be removed from the membership roll by the Clerk on notification that such quarterage is outstanding.    The Clerk must be satisfied that all reasonable steps have been taken to obtain payment.    On removal from the membership roll, the Clerk will send notice of removal to the person’s last known address, and notify the Secretary of the Membership Committee.   The Clerk will report removals from the membership roll to the next meeting of the Court.

20.18. Any Liveryman, Freeman, Member or Apprentice of the Company who is more than 90 days in arrears of any payment due (other than quarterage) may be removed from the membership roll on instruction from the Chairman of the Membership Committee, who will ensure that all reasonable steps have been taken to obtain payment.

20.19. A person who has been removed from the membership roll for non-payment of quarterage or other monies may be re-admitted, provided that the cap on membership numbers has not been reached, all outstanding quarterage, fines and dues have been paid and the Membership Committee approves the re-admittance.

20.20. A person who is excluded from membership forfeits all rights to any monies paid to the Company, regardless of the nature of such payments.

20.21. A person who resigns from the Company is not entitled to any pro-rata refund for any period of membership for which he has already paid.

21. Declarations
21.1 All Freemen upon admission to the Company shall make and sign such Declarations as the Court shall from time to time determine.
21.2. Such declarations will be made before one or more of the Master, Immediate Past Master, or Warden of the Company.
21.3. The Master, Wardens, Treasurer, Honorary Court Assistants and Court Assistants shall upon admission make and sign such Declarations as the Court shall from time to time determine.
21.4. Upon taking office, the Clerk or Assistant Clerk shall make such declaration as the Court may from time to time determine.

22. Financial Matters
 
22.1. The Company will regulate and manage its financial affairs according to the incorporated status granted by Royal Charter.

22.2. The Treasurer will be a member of the Finance and General Purposes Committee and a Trustee of the Charitable Trust.

22.3. The Treasurer will present regular reports and accounts to the Court, as directed by the Court.

22.4. The Treasurer will present regular reports and accounts to the meetings of the Finance and General Purposes Committee and at the meetings of the Charitable Trustees.

22.5. The Treasurer will be responsible for liaison with the Bank of the Company and for negotiating such terms, as may be required, with the Bank to maintain the Banking facilities required by the Company.   The Treasurer may also from time to time, if felt appropriate, make recommendations to the Court to change the Bank of the Company.

22.6. The Treasurer will be responsible for the Insurances of the Company and maintaining such Insurance Policies as the Court or Charitable Trustees deem to be appropriate.

22.7. The Treasurer will:-

(a) maintain accurate accounts of the income and expenditure in the Company
(b) oversee the banking of all monies paid to the Company

32. . effect payment of all liabilities incurred by the Company

32. . be a joint signatory on all cheques and monetary transactions made on behalf of the Company

(e) liaise on a regular basis with the Company’s accountants and provide them with all relevant information

(f) draft the Company’s annual accounts

(g) present the annual accounts for approval by the Court on the due date

(h) submit an annual report to the Finance and General Purposes Committee

32. . offer annual recommendations in respect of the level of fines and membership fees

(j) tender advice of a financial nature to the Court on any item under discussion which has financial implications for the Company.

(k) submit to Court in due time any item, of which he becomes aware, with financial implications for the Company, so that it may be discussed and dealt with by the appropriate Committee(s) or the Court

(l) take on any reasonable task, other than the direct management or involvement in the running of an event or function of the Company, involving the finances of the Company that the Court shall request

(m) arrange for the payroll of the Company to be operated by a suitably qualified person or company and for such records that are required to be produced and maintained

(n) agree the remuneration with the person or company tasked to perform the payroll function

(o) manage the financial investments of the Company inline with the investment criteria defined by the Court or the Trustees of the Charitable Trust, and offer advice on alterative investment options that may be available to the Company.

22.8 The Court, at its discretion, may appoint a qualified accountant (or a firm of accountants) who is (are) not a member(s) of the Company to manage all or some of the financial affairs of the Company.   The Treasurer retains overall responsibility for the financial duties so carried out.   Where the appointment is outside the Company, this may be a paid position.

22.9. Joining Fees shall be paid into the Charitable Trust Account. Quarterage, and dues shall be paid into the General Fund account and at the end of each Company financial year the residue will be transferred to the Charitable Trust.   The residue does not include funds held as a reasonable working balance.

22.10. The Court reserves the right to invest money surplus to requirements in any reasonable way that it sees fit.
22.11. Any income raised by the Company may be reinvested in the Company with no portion to be distributed or transferred in any way directly or indirectly to any member of the Company except payment made in good faith to any member for services rendered to the Company.
22.12. Accounts shall be prepared each year for the Company and be presented at the   next meeting of the Court to be held after the Company year end. 
22.13. The Court in its absolute discretion may waive or reduce the quarterage, fines or dues payable by Liverymen, Freemen and Members who have retired from practice or in any other appropriate circumstances.
22.14. A Liveryman, Freeman or Member who has attained the age of 65 years, who is no longer in receipt of any income from practice in the security profession, and who has been a fully paid up member of the Company (or Guild prior) for at least 7 years, may, on application, have their quarterage reduced by 50%.   Application to be registered on the membership roll as a retired person must first be made to the Membership Committee, who will ask the Welfare Officer to report on the circumstances of the applicant.   The Membership Committee may then recommend to the Court that retired status be granted.   It is for the Court to decide if retired status will be granted.   A person granted retired status will suffer no loss of privilege.
22.15. Apprentices will pay quarterage at the rate of 50% of the normal rate for the duration of their Apprenticeship.

23. Audit of Accounts
 
23.1. There is a requirement for annual auditing of Company accounts.

23.2. For this purpose, the Court will appoint a qualified person, partnership, or company to conduct a thorough and comprehensive audit of the Company accounts.   The person, partnership, or company chosen must be of recognised standing and reputation, and totally independent of the Company.

23.3. The Charitable Trustees will appoint a qualified person, partnership, or company to conduct a thorough and comprehensive audit of the accounts of the Charitable Trust.   The person, partnership, or company chosen must be of recognised standing and reputation, and totally independent of the Company.

23.4. It is the responsibility of every Officer of the Company to ensure that all relevant material of which they have knowledge is declared and made freely available to the auditor(s).

23.5. A copy of either the accounts of the Company or of the Charitable Trust shall be made available from the Clerk to any Liveryman, Freeman or Member of the Company requiring them and who has provided to the Clerk a sufficiently stamped self-addressed envelope for that purpose.

23.6. The audited accounts of the Charitable Trust will be filed with the Charities Commission prior to any statutory deadline.   If there are any issues with the accounts of the Charitable Trust that suggest that the statutory filing deadlines will not be satisfied the Treasurer will report the situation to the Chairman of the Trustees to allow a Trustees meeting to be called to address the situation.

23.7. The audited accounts of the General Fund will be filed appropriately with any relevant body in a timely manner.

24. Paid Officials of the Company
24.1. Article 23 of the Bye-Laws decrees that there shall be a Clerk to the Company.   The Court, if it thinks fit, may appoint one or more persons to be Assistant Clerk or Clerks.    All such appointments are to be governed by the terms of an appropriate contract.
24.2. The Clerk to the Company must be a Freeman of the City of London.   Preferably, the Clerk should also be a member of the Company, but there is no absolute requirement for this.

24.3. The duties of the Clerk will include:-

32. . maintaining the membership roll of Liverymen, Freemen,  Members and Apprentices

32. . recording and keeping minutes of all Court Meetings

32. . issuing summonses to all meetings of the Court, subject to the direction of the Master

32. . being the custodian of all minutes of Standing Committees of the Company

(e) overseeing the four yearly election process as laid down in Section 18 above

(f) removing Liverymen, Freemen, Members or Apprentices of the Company from the membership roll for non-payment of quarterage in accordance with 20.17 above, or for non-payment of other monies in accordance with 20.18 above

(g) further reasonable duties as the Court may from time to time direct.

24.4. The Court shall appoint one fit and proper person to serve as Beadle to the Company and, if it thinks fit, may appoint one or more persons to be Assistant Beadle or Beadles.   The positions will be reviewed periodically.
24.5. The Court may appoint other paid staff to assist in the management and administration of the Company.   Such appointments are to be governed by the terms of an appropriate contract.
25. Custodial Trustees
25.1. The Court shall from time to time appoint Trustees to be the custodians of property owned by, or loaned to, the Company.
25.2. The books and records of the Company shall be kept in such custody as the Court shall from time to time determine.
26. Military Affiliations
26.1. The Court may approve affiliation to one or more military bodies provided such bodies have some tangible link to the provision of security, in its widest sense.
26.2. The Court may approve the provision of merit awards to individuals within such affiliated military bodies, and may invite selected individuals to join the Company at a social event in order to make such awards and honour the recipient.

27. Activities and Events

27.1. The Company may arrange meetings, functions and events.   Such meetings, functions and events may be either restricted to Liverymen, Freemen, Members and Apprentices of the Company, or additionally open to guests of such Liverymen, Freemen, Members and Apprentices.

27.2. Any meeting, function or event so organised will have a Liveryman, Freeman or Member of the Company appointed as the organiser.   That person will have responsibility for producing an event outline and budget statement to the Company for approval, then managing the meeting, function or event.   Once the activity has taken place, the organiser must produce a report and a financial statement on it for the Court.   This must be done without undue delay.

27.3. The organiser is also responsible for ensuring that all monies due to the Company from the meeting, function or event are promptly paid to the Company.   Persons attending a meeting, function or event should be encouraged to pay invoices prior to attending.

27.4. No meeting, function or event may be promoted by a Liveryman, Freeman or Member of the Company as a Company meeting, function or event unless prior authority for the meeting, function or event has been granted by the Court or a Standing Committee having delegated power under 27.5 below.

27.5. The Court may delegate the granting of authority for the holding of a Company meeting, function or event to a Standing Committee.   Such delegation of authority may be without limit of time.

27.6. The Company will not be liable for any costs, expenses, debts, or other liabilities of any nature incurred by a Liveryman, Freeman, Member or Apprentice of the Company who organises, promotes, supports, or participates in any meeting, function, event or other activity which has not been sanctioned by the Court or a Standing Committee with delegated authority.

28. Master’s Biannual Report

28.1. During his year of office, the Master should present two half yearly reports on the state of the Company, any changes or developments, achievements, aims for the future, and progress towards those aims.

28.2. The reports should be made to the Court and then published to the membership.

28.3. The reports should also be an opportunity to thank Liverymen, Freemen and Members who have contributed significantly to the aims and objectives of the Company by provision of their time and expertise.

29. Amendment of the Ordinances
29.1. These Ordinances may be amended and/or added to by a vote at Court, provided that the amendment and/or addition has been fully specified in the summons, and is not inconsistent with, or affects or repeals, anything contained in the Royal Charter and Bye Laws.    A two thirds majority of those in attendance at Court is required.

30. Publication of the Charter, Bye-Laws and Ordinances

30.1. The Company will operate a website for the benefit of members and for the information of the public.

30.2. The Charter, Bye-Laws and Ordinances of the Company will be posted on the Company Website.

30.3. Any amendment to those documents will be posted on the Company Website.

30.4. Any Liveryman, Freeman, Member or Apprentice of the Company may obtain a written copy of such documents by sending a request with a suitably stamped self-addressed envelope to the Clerk.

31. Commencement
31.1. These Ordinances come into force on the date that Charter status is granted to the Company.

32. Interpretation
32.1. Words importing the singular number only shall include the plural number and vice versa and words importing the masculine gender only shall include the feminine gender.
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Emendations
Paragraphs 7.2, 14.1, 22.1 amended, and paragraph 17.5 added, by decision of the Court on 31 March 2010