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CONSTITUTION AND
ORDINANCES CONSTITUTION 1.1. The name of the company shall be THE
WORSHIPFUL COMPANY OF SECURITY PROFESSIONALS (hereinafter referred
to as “the Company”). 2.1 The Company shall consist of a Master,
Senior Warden, Immediate Past Master, Middle Warden, Junior Warden,
Past Masters, Court Assistants, Honorary Court Assistants, Liverymen,
Freemen, Honorary Liverymen, Honorary Freemen, and Members. 3.1. The objectives of the Company shall
be: 3.2. In furtherance of the said objectives
and intentions but not in any way in limitation thereof the Company
may:
4.1. Any individual shall be eligible to
be nominated and elected to the Membership of the Company, provided
that he or she is a security practitioner by profession, or a
person adjudged by the Court to have a strong interest in the
objectives of the Company as the Court in its absolute discretion
shall approve. 4.2. Membership of the Company is regarded
merely as a preparatory stage to being admitted a Freeman of the
Company, and Members as such have no rights and privileges other
than participating in events and functions organised by the Company. 4.3. Upon being admitted to Membership,
the candidate shall immediately become liable for such fine, quarterage
and other dues as the Court shall from time to time determine.
5.1 Any Member shall be eligible to be
nominated, elected and admitted a Freeman of the Company, provided
that: 5.2 Freedom of the Company shall be granted
by Redemption, Patrimony or Servitude. 5.3. Upon being admitted to the Freedom,
the Member shall immediately become liable for such fine, quarterage
and other dues as the Court shall from time to time determine.
6.1 The Court of the Company shall have
the 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 proposed and seconded in a manner
which the Court shall from time to time determine. 7.1 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, 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 4.1 of these Ordinances,
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. Such Freedom so obtained shall
be deemed to be Freedom by Patrimony according to the Custom of
London. Any such Freemen shall be liable to pay such dues as the
Court shall from time to time decide. 8.1 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 be admitted
to the Freedom of the Company and be presented to the Chamber
of London to be made a Freeman by Servitude. Such Freedom so obtained
shall be deemed to be Freedom by Servitude according to the Custom
of London. Any such Freemen shall be liable to pay such dues as
the Court shall from time to time decide. 9.1. 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. 9.2. The first Liverymen of the Company
shall be those Freemen of the existing Company and its Court of
Assistants who, at the date on which this Constitution and Ordinances
come into force, have been admitted to the Freedom of the City
of London and have paid the prescribed livery Fine, and in consequence
shall be deemed to have been duly admitted into the Livery of
the Company. 9.3. Upon being admitted to the Livery,
the candidate shall immediately become liable for such fine, quarterage
and other dues as the Court shall from time to time determine.
9.4. A Liveryman may surrender the grant
of Livery to him or her and shall thereafter remain a Freeman
of the Company. 10.1. The Court may exceptionally from
time to time elect any person to honorary membership of the Company
as an Honorary Liveryman or Honorary Freeman. Any person elected
to such honorary position must be qualified under article 4.1
of these Ordinances. 10.2. Any person elected to honorary membership
shall enjoy the full rights and privileges of their category of
membership, but shall not be called upon to pay any fines, quarterage
or other dues. 11.1. 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 fines, quarterage or
dues. 12.1 All Freemen upon admission to the
Company shall make and sign such Declarations as the Court shall
from time to time determine. 12.2. Such declarations will be made before
one or more of the Master, Immediate Past Master, or Warden of
the Company. 12.3 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. 13.1. The affairs of the Company shall
be managed by a Court of Assistants, herein called “the
Court”). All such Members of the Court shall be Liverymen
of the Company and shall consist of the Master, Senior Warden,
Immediate Past Master, Middle Warden, Junior Warden, Past Masters,
a Treasurer, Honorary Court Assistants and no fewer than eight
and no more than twenty elected Court Assistants. 13.2. The Master and Wardens shall be elected
annually by and from the Liverymen of the Court, as determined
by the Court and in accordance with its Bye-Laws. 13.3. The Assistants will be elected from
Liverymen of the Company, as determined by the Court and in accordance
with its Bye-Laws. 13.4. 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. 13.5. The Court may appoint Liverymen of
the Company as Honorary Court Assistants 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. 13.6. The Master, Wardens, Assistants,
Trustees and paid officials of the Worshipful Company of Security
Professionals at the date on which this Constitution and Ordinances
come into force shall be those already serving the existing Company
of Security Professionals in those respective offices until another
Master and other Wardens, Assistants, Trustees and paid officials
have been elected or appointed and admitted in accordance with
the provisions of this Constitution and Ordinances and Bye-Laws
made hereunder, unless they or any of them sooner die, resign
or are removed. 13.7 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, and a fine will be payable as the
Court may from time to time determine. 14.1. The Court shall hold its meetings
in the City of London and shall meet not less than four times
a year. One such meeting will be known as the Election Court. 14.2. The Master may, and the Clerk shall,
at the request of three members of the Court, summon an extraordinary
meeting of the Court. 14.3. The Master, or in his absence the
Senior Warden, or in his absence the Middle Warden, or in their
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. 14.4. The Court may delegate any of their
powers to a Committee or Committees made up of Liverymen and or
Freemen of the Company. Any such Committee must have a member
of Court as its chairman, and the Master and Wardens may be ex-officio
members of such Committees. 14.5. The Court may appoint such other
Committees for general or special purposes as it shall deem expedient
provided that such committees shall not disburse any moneys belonging
to the Company except where provision exists in the Bye Laws approved
by the Court, or by express sanction of the Court. 14.6 The Court may also appoint such professional
and technical advisers to attend as it may deem expedient. 15.1. The Court shall appoint one fit and
proper person to serve as Clerk to the Company and, if it thinks
fit, may appoint one or more persons to be Assistant Clerk or
Clerks. Such appointments are to be governed by the terms of an
appropriate contract. 15.2. Upon taking office, the Clerk or
Assistant Clerk shall make such declaration as the Court may from
time to time determine. 15.3. 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. 15.4. In the event of a casual vacancy
in any of the above offices, the Court shall be empowered to fill
the vacancy and the person appointed shall fill the vacancy immediately
upon appointment. 15.5. 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. 16.1. The Court shall have power to regulate
its own affairs and the business of the Company by such Bye-Laws
as it shall from time to time determine, made according to the
Custom of London. 16.2. Such Bye-Laws will regulate the conduct
and procedures of the Court and its Committees, made according
to the Custom of London. 16.3. The Bye-Laws will contain rules relating
to the election of Court Assistants, the periods of office to
be served by, and the duties of, the Master, Past Masters, Wardens,
and other Officers of the Court. 16.4. The Bye-Laws will also deal with
the procedures for exclusion from Office and exclusion from membership
of the Company. 16.5. Nothing in any Bye-Law shall contradict
or overrule anything stated in this Constitution and Ordinances. 17.1. The Court shall from time to time
appoint Trustees of specified Trusts and any other charitable
Trust set up by the Company. Such appointments shall be made within
the terms of the applicable Trust Deed, but Trustees should serve
for a period of not more than 2 years. The maximum number of Trustees
(who may be individuals or corporate bodies) is 12 and the minimum
number is 3 comprising 1 ex officio Trustee and up to 11 appointed
Trustees of whom not more than 3 will be Non Court Members. 18.1.The Court shall from time to time
appoint Trustees to be the custodians of property owned by, or
loaned to, the Company. 18.2. The books and records of the Company
shall be kept in such custody as the Court shall from time to
time determine. 19.1. The members of the Court and the
paid Officers of the Company shall be fully and effectively indemnified
out of the funds of the Company against all costs and damages
which they shall incur on account of any act or omission in the
course of carrying out their lawful duty on behalf of the Company. 20.1. The Court shall have power to fix
and from time to time alter the fines, quarterage and other dues
to be paid by Liverymen, Freemen, and Members subject however
as to the Livery Fine to the Order of the Court of the Mayor and
Aldermen dated the 19th day of February 2008. 20.2. The Court in its absolute discretion
may waive or reduce the fines, quarterage or dues payable by Liverymen,
Freemen and Members who have retired from practice or in any other
appropriate circumstances. 20.3. A Freeman of the Company upon admission
to the Freedom of the City of London shall, in addition to the
payments as may be prescribed by these ordinances, make such payments
as the Court of Lord Mayor and Aldermen of the City of London
may prescribe to be made in that behalf, and further a Freeman
upon admission to the Livery of the Company shall pay to the Company
such fine as the Court may from time to time determine (and notified
in writing to the Chamberlain of London) and thereafter such quarterage
or dues as may be determined. 20.4. Livery Fines and Membership Fees
shall be paid into the Charitable Trust Account. All other fines,
fees subscriptions, quarterages 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. 20.5. The Court reserves the right to invest
money surplus to requirements in any reasonable way that it sees
fit. 20.6. 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. 20.7. The Company shall maintain separate
Charitable Trusts and shall ensure that funds raised for charitable
objects or purposes shall be wholly used for such charitable objects
or purposes save that any reasonable administration costs may
be charged to the Charitable Trust. 21.1 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. 21.2 The Company shall appoint independent
Auditors in accordance with the Company’s Bye-Laws to examine
and report upon the Annual Accounts. 22.1. All Liverymen, Freemen and Members
shall conduct themselves in a manner which is not injurious to
the character and interests of the Company. 22.2. A Liveryman, Freeman or Member 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. 22.3. 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 the Bye-Laws is strictly complied with. 22.4. The Court has the power to exclude
a Liveryman, Freeman, or Member from active participation in the
affairs benefits and amenities of the Company either permanently
or for any specified period of time. 22.5. A Liveryman, Freeman or Member who
has been excluded by decision of the Court may appeal, but a notice
of appeal will not suspend the exclusion order pending an appeal
hearing. 22.6. An appeal will be heard by a panel
of three Past Masters appointed by the Master for that purpose.
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. 22.7. Failure to pay fines, quarterage
and other 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.
23.1 The Court may, at its discretion,
arrange an Annual meeting of Liverymen and Freemen, an Annual
Installation Banquet and such other meetings, Functions and Events
as it may deem expedient. 24.1 The Constitution and Ordinances can
only be repealed amended or added to by a two-thirds vote of those
Liverymen and Freemen present at an Extraordinary General Meeting
of the Company specifically called for that purpose. At such an
Extraordinary General Meeting “those Liverymen and Freemen
present” includes proxy votes. 24.2. The Court or any Liverymen or Freeman
of the Company may propose an alteration to the Constitution and
Ordinances. Such a proposal emanating from a Liveryman or Freeman
must be in writing to the Clerk, who will include notice of the
proposal in the summons convening the next appropriate Court. 24.3. The Court has absolute discretion
to decide on the merits of the proposal and to reject it or call
an Extraordinary General Meeting to hear it. 24.4. The Extraordinary General Meeting
will be held on a date at least fifty-six days after the Court
has agreed to call such an Extraordinary General Meeting. 24.5. Proceedings at an Extraordinary General
Meeting shall be conducted by the Master or a Warden, and voting
may be in person or by proxy authorised in writing. 24.6. No revocation amendment or addition
can succeed if it purports to change the Company so that it ceases
to be a Company formed to promote support and encourage standards
of excellence integrity and honourable practice in conducting
the profession of security practitioners and linked to the City
of London. Such conditions are immutable. 24.7. Any repeal amendment or addition
to the Constitution and Ordinances shall be subject to the approval
of the Court of the Mayor and Aldermen of the City of London. 25.1. This Constitution and Ordinances
comes into force on the date of the Order of the Court of Mayor
and Aldermen of the City of London granting Livery to the Company
of Security Professionals. 25.1. Upon coming into force, the Worshipful
Company shall assume all assets, liabilities, rights and obligations
of the Company of Security Professionals, which shall cease to
exist. 26.1. 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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