Royal Charter
ELIZABETH THE SECOND
by the Grace of God of the United Kingdom of Great Britain and Northern Ireland and of Our other Realms and Territories Queen, Head of the Commonwealth, Defender of the Faith:
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING!
WHEREAS the unincorporated organisation commonly known as The Worshipful Company of Builders Merchants (hereinafter referred to as ‘the former Company’) petitioned Us for a Charter of Incorporation:
AND WHEREAS We have taken the said Petition into Our Royal Consideration and are minded to accede thereto:
NOW THEREFORE KNOW YE THAT WE by virtue of Our Royal Prerogative in that behalf and of all others powers enabling Us so to do of Our Especial grace, certain knowledge, and mere motion do hereby for Us, Our Heirs and Successors will grant, direce, appoint and declare as follows:
Worshipful Company of Builders’ Merchants
1 (i) The persons now members of the former Company and all such persons as may hereafter become members of the Body Corporate or Corporation hereby constituted pursuant to or by virtue of the powers granted by these Presents and their successors shall for ever hereafter (so long as they shall continue to be such members) be by virtue of these Presents one Body Corporate by the name of Worshipful Company of Builders’ Merchants (hereinafter referred to as ‘the Company’) and by the same name shall and may sue and be sued in all courts of law, and in all manner of actions and suits, and shall have power to do all other matters and things incidental or appertaining to a Body Corporate.
(ii) The Arms and Crest and Badges and Supporters granted and assigned unto the former Company by Letters Patent under the hands and Seals of ‘Garter, Clarenceux and Norroy & Ulster Kings of Arms bearing the date 30th day of October 1975 shall be transferred unto the Company on the date on which this Our Charter shall take effect, and We do hereby give and grant unto the Company our Royal Licence and Authority that it may thenceforth bear and use the said Armorial Bearings according to the Laws of Arms, the said transfer being first recorded in our College of Arms, otherwise this Our Licence and Permission to be void and of none effect.
OBJECTS
2 The objects for which the Company is hereby constituted are to encourage professional and social meetings and communication between those concerned with the business of builders’ merchanting, and to foster cooperation between them and those in related trades and to foster generally good standards of industry and integrity in the trade of builders’ merchanting.
POWERS
3 And the Company shall have the following powers exercisable in: furtherance of its said objects but not otherwise, namely:
(i) To exercise the role of 3 livery company within the traditions of the City of London and particularly to encourage members to participate in the governance of the City of London and to support the Lord Mayor, the Aldermen and the Commonalty.
(ii) To arrange or assist others in arranging for meetings, educational courses and lectures for the fostering of good standards of industry and integrity in the trade of builders’ merchants, and social occasions for the interest of the members and for the development of their fellowship within the Company.
(iii) To establish, manage, promote, organise, finance and encourage the study, writing, production and distribution of books, periodicals, monographs and pamphlets and the publication of educational courses and lectures.
(iv) To establish, manage, promote, organise, finance, equip and maintain a hall and libraries.
(v) To promote, commission, undertake and publish research in areas useful to the Company’s objects and to originate and watch over relevant petitions to Parliament in relation to general measures affecting the profession or craft of a builders’ merchant.
(vi) To have an open heart and attentive ear to the pressing need of all those engaged in the business of builders’ merchants and to give such assistance and to dispense such other charity to them and to members of the Company as may be considered desirable and possible.
(vii) To promote the formation and maintenance of the Worshipful Company of Builders’ Merchants Charities Fund and other organisations, whether charitable or not, for the purpose of any of the objects of the Company and to assist such organisations as necessary in the fulfilment of their objects.
(viii) To make provision for lectureships, bursaries, prizes and grants.
(ix) To give or lend money for the furtherance of the objects of the Company.
(x) To create and undertake the management of any trusts or endowments and any scholarships and exhibitions for the furtherance of the objects of the Company.
(xi) To work together with any institutions or persons concerned with the construction industry or any other industries having one or more objects similar to that of the Company.
(xii) To make suitable arrangements for undertaking the work of the Company and for organising meetings of the Company.
(xiii) To employ such staff who shall not be members of the Court of the Company as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of salaries, pensions and any other benefits to staff.
(xiv) To raise, accumulate and disburse funds and to invite or receive contributions from any person by way of subscription, donation, and otherwise than through permanent trading.
(xv) Subject to any consents as may be required by law, to invest the monies of the Company not immediately required in or upon such investments or other property or other assets as the Court may determine.
(xvi) To purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges therein, and to constrict, maintain and alter buildings or erections.
(xvii) Subject to such consents as may be required by law to sell, let, mortgage, dispose of or turn to account all or any of the assets of the Company.
(xviii) Subject to such consents as may be required by law to borrow or raise money on such terms and on such security as may be thought fit by the Company.
(xix) To create such Bylaws subject to the approval of the Privy Council and the Court of Aldermen of the City of London as the Court of the Company may consider necessary for the good administration of the Company. The first such Bylaws are attached to this Charter as the Schedule.
(xx) To do all such other lawful things as are incidental to the attainment or furtherance of the said objects, provided that:
MATTERS RELATED TO PROPERTY
4 (i) The Company hereby incorporated or any persons or person on its behalf may acquire for the purposes of the Company any lands tenements or hereditaments or any interest therein and hold the same in perpetuity or otherwise and from time to time (subject to all such consents as are by law required) to grant, demise, alienate or otherwise dispose of the same or any part thereof.
(ii) Any person and any body politic or corporate may assure in perpetuity, or otherwise, or demise or devise to, or for the benefit of, the Company any lands, tenements, or hereditaments whatsoever or any interest therein within Our United Kingdom of Great Britain and Northern Ireland and elsewhere.
(iii) The assets and liabilities of the former Company including any property and monies held on behalf of or in trust for the former Company by any person or persons or body politic or corporate shall from the date of this Our Charter become and be deemed to be the property and monies of the Company and, where necessary and as soon as may be, shall be formally transferred to the Company or such person or persons on its behalf as the Company may prescribe. Likewise, the continuing contracts of the former Company shall be assigned to the Company as from the date of thus Our Charter.
(iv) In the investment of monies belonging to or held by the Company, the Company shall seek such advice as it may see fit and shall take into account any law relating to charitable investment applicable at the time of such investment. Subject as aforesaid no liability shall attach to any officer, employee or member of the Company acting in good faith in respect of any loss or depreciation of any investment so made as aforesaid and any investment may be varied from time to time at the discretion of the Company.
(v) In case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
(vi) The income and property of the Company shall be applied solely towards the promotion of its objects as set forth in this Our Charter and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Company. No member of its Court shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Company, except as herein provided.
CHARTER CHANGES
5 The members may, by a Special Resolution passed at any Court General by not less than two-thirds of the members present and voting, and with the approval of the Court of Aldermen of the City of London, revoke, amend or add to the provisions of this Our Charter; but no such revocation, amendment or addition shall, until approved by Us, Our Heirs and Successors in Council become effectual so that this Our Charter shall thenceforward continue and operate as revoked, amended of added to. This Article shall apply to this Our Charter as revoked, amended or added to in manner aforesaid.
BYLAW CHANGES
6 The members may, by a Special Resolution passed at any Court General by not less than two-thirds of the members present and voting, and with the approval of the Court of Aldermen of the City of London, revoke, amend or add to the Bylaws for the time being in force; but no such revocation, amendment or addition shall have until approved by the Lords of Our Most Honourable Privy Council of which approval a Certificate under the hand of the Clerk of the Privy Council shall be conclusive evidence.
SURRENDER OF CHARTER
7 The members may, by a Special Resolution passed at any Court General by not less than two-thirds of the members present and voting, determine to surrender this Our Charter, subject to the sanction of Us, Our Heirs and Successors in Council and upon such terms as We or They may consider fit, and wind up or otherwise deal with the affairs of the Company in such manner as shall be determined by such Resolution or, in default of such direction, as the court of law shall think expedient having due regard to the liabilities of the Company for the time being, and if, on the winding up or dissolution of the Company, there shall remain, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members or any of them but shall, subject to any special rusts affecting the same, be given and transferred to some association or associations having objects similar to the objects of the Company which shall prohibit the distribution of its or their income or property amongst its or their members to an extent at least as great as is imposed on the Company by this Our Charter, such association or associations to be determined by the members at or before the time of dissolution.
CONCLUSION
8 And We do hereby for Us Our Heirs and Successors grant and declare that these Our Letters or the enrolment or exemplification thereof shall be in all things good firm valid and effectual according to the true intent and meaning of the same and shall be taken construed and adjudged in all Our courts of law and elsewhere in the most favourable and beneficial sense and for the best advantage of the Company any mis-recital, non-recital, omission, defect, imperfection, matter, or thing whatsoever notwithstanding.
IN WITNESS whereof We have caused these Our Letters to be made Patent.
WITNESS Ourself at Westminster the day of in the year of Our Reign.
BY WARRANT UNDER THE QUEEN’S SIGN MANUAL
THE SCHEDULE
BYLAWS
INTERPRETATION
1 In the Charter, these Bylaws and the Ordinances, the words standing in the first column next hereinafter shall bear the meaning ser opposite to them respectively in the second column next hereinafter, if not inconsistent with the subject or context:
WORDS & MEANINGS
Apprentices
Persons who are granted indentures of Apprenticeship by the Company.
Builders’ merchanting
The business of buying, stocking, distributing and selling of materials, components and appliances of all kinds, together with the provision for hire and sale of plant, tools and equipment, used in the building and construction industries and by all other associated trades and persons.
Builders’ Merchants
Persons or firms which engage in the business of builders’ merchanting.
The Company
Worshipful Company of Builders’ Merchants.
The Court
The governing body for the time being of the Company.
The Court Assistants
Members of the Court other than the Officers.
Courts General
Meetings of the Company to which members have a right of access.
Liveryman
A full member of the Company with full voting rights.
Members
Liverymen, Honorary Liverymen, Freemen, Honorary Freemen and Honorary Members of the Court and of the Company.
The Officers
The Master, the Immediate Past Master and Wardens of the Company, the Keeper of the Roll, the Bursar and the Almoner.
The Ordinances
The rules subsidiary to the Charter and these Bylaws.
Quarterage
The annual subscription.
Special Resolution
A resolution to be passed by a majority of two thirds of those present and voting and with twenty one clear days’ notice.
In writing
Written, printed or lithographed, or partly one and partly another, and other modes of representing
or reproducing words in a visible form including electronic form.
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; and Words importing persons may include corporations.
MEMBERSHIP
2 Persons with appropriate qualifications, knowledge and experience may be elected to the Company. The Company shall comprise {a) Liverymen, (h) Honorary Liverymen, (c) Freemen and Honorary Freemen of the Company and (d) Honorary Members of the Court. Apprentices shall not be members of the Company for any purposes.
3 The criteria for the qualifications, knowledge and experience required for admission to the Company and the assessment procedures therefore, shall be as determined from time to time by the Court.
4 (i) Persons eligible for membership shall satisfy such criteria as the Court shall from time to time determine.
(ii) Persons of distinction who have contributed to the Company or to its aims shall be eligible for election as Honorary Liverymen at a Court General upon the nomination of the Court.
(iii) Persons of distinction who have contributed to the Company or to its aims shall be eligible for election as Honorary Freemen at a meeting of the Court.
(iv) Members shall have such rights as the Court shall from time to time determine.
5 (i) Persons eligible for indentures of Apprenticeship shall satisfy such criteria as the Court shall from time to time determine, and such Apprentices shall not be entitled to vote at Courts General.
(ii) Apprentices shall have such rights as the Court shall from time to time determine.
6 The Court shall establish a statement of policy with regard to equal opportunities and to health and safety.
7 Every application for membership shall be in such form as shall be required by the Court.
CESSATION OF MEMBERSHIP
8 Resignation of membership shall be signified in writing, but the person so resigning shall be liable for payment of the Quarterage for the current year, together with any arrears to the date of such resignation, and any other charges outstanding. However, the Court, in its discretion, may expel a Member for conduct unbecoming. Death shall automatically terminate membership.
QUARTERAGE AND FINES
9 The Court shall from time to time determine the Quarterage to be paid by each category of membership and any other payments that may be required from members. There shall also be payable such Fines as the Court may decide from time to time.
10 The Quarterage for any subscription year shall become due on such dates as the Court shall determine.
THE COURT
11 The business of the Company shall be managed by a Court elected as provided in these Bylaws. The first Court members after incorporation shall be those who have been elected to serve on the Court for the period during which incorporation shall take place. They shall respectively continue to hold office as such until the election and coming into office of their successors at such dates as applied to the members of the pre-incorporation Court.
12 The Court (which shall be no less than twelve or more than twenty seven persons) shall consist of the following voting members:
13 The Officers of the Company shall consist of:
each of whom shall pay a fine upon installation as laid down m the Ordinances, and
Only Liverymen may be elected as Officer Company provided always that any such Liverymen have first been nominated by the Court and have then been elected at a Court General.
If a member of the Court finds that he has a direct or indirect personal interest in any matter to be discussed at a Court meeting, he shall so inform the Court and then vacate the meeting for the duration of the discussion on that matter unless the Court shall decide that he may stay, and perhaps participate in the discussion.
14 A quorum at a Court meeting shall be as determined from time to time by the Court. Subject to the provisions of these Bylaws, the Court may regulate its proceedings as it thinks fit. Questions arising at a meeting of the Court shall be decided by a majority of votes and in the case of an equality of votes the chairman of the meeting shall have a second and casting vote.
15 The Court may make, alter, and repeal, from time to time, and with the approval of the Court of Aldermen of the City of London, such Ordinances or subsidiary rules as it deems necessary of expedient or convenient for the proper conduct and management of the Company and for the purposes of prescribing conditions of membership, and in particular but without prejudice to the generality of the foregoing, such Ordinances may regulate:
The Court shall adopt such means as it thinks sufficient to bring to the notice of members of the Company all such Ordinances, which shall be binding on all members of the Company provided that no Ordinance shall be inconsistent with, or shall affect or repeal anything contained in the Royal Charter and Bylaws. Members of the Company may seek to amend such Ordinances by a motion to that effect to be discussed at a Court General meeting.
16 The Court shall open and control such bank accounts as it may consider necessary and shall authorise from time to time the procedures for withdrawing money from such accounts.
17 The Court may form committees consisting of members of the Company and such other persons as it thinks fit and may delegate any of its powers to such committees and any such committee so formed shall in the exercise of the powers so delegated, conform to rules imposed on it by the Court.
THE CLERK
18 There shall be appointed by the Court annually a senior executive of the Company who shall be entitled “The Clerk’ and who shall have such duties, responsibilities and conditions of appointment as the Court shall decide. The Clerk may or may not be a Liveryman of the Company.
THE BEADLE
19 There shalt be appointed by the Court annually a Beadle of the Company.
THE BURSAR
20 There shall be elected by the Court General annually a Bursar who shall have charge of the management of the funds of the Company.
21 The Bursar shall ensure the preparation of the annual accounts of the Company in each year to such date as may from time to time be determined by the Court and shall present to the Court financial statements duly certified by the Auditors or Examiners.
THE KEEPER OF THE ROLL
22 There shall be elected by the Court General annually a Keeper of the Roll.
THE ALMONER
23 There shall be elected by the Court from time to time an Almoner who shall consider all requests to the Company or its associated charity or charities for financial support.
24 The Almoner shall preside at meetings of the Charities & Education Committee of the Company.
THE CONDUCT OF MEETINGS
25 Courts General shall be held at least twice each year. They shall deal with any business of which notice has been given, Members may attend and vote at each. Courts General shall be convened by the Clerk on the instructions of the Court or at the request of not less than one tenth of the Members.
26
27 The Chairman at any Court General shall be the Master or, in his absence, the most recent Past Master present.
28 At any Court General meeting the quorum shall be twenty Members present in person.
THE SEAL
29 The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Court, and in the presence of at least two members of the Court and the said members and the Clerk shall sign every instrument to which the Seal shall be so affixed in their presence, and in favour of any person bona fide dealing with the Company such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.
ACCOUNTS
30 The Court shall cause accounting records to be made and kept at such place or places as the Court shall think fit, and they shall be open to the inspection of any member of the Court.
31 The Court shall from time to time determine to what extent and under what conditions or regulations the accounts and books of the Company or any of them shall be opened to the inspection of members not being members of the Court.
32 Each year the Court shall make available to the Members financial statements for the period since the last accounts.
AUDIT OR EXAMINATION
33 Once at least in every year the financial statements of the Company shall be audited (or examined if the Court of Aldermen of the City of London so allows) and their correctness shall be certified by one or more qualified Auditors or Examiners.
34 Auditors or Examiners, not being Officers or Members of the Company, shall be appointed and their duties regulated in accordance with the provisions of the law, and their remuneration (if any) determined by the Count.
NOTICES
35 A notice may be served by the Company upon any member, either personally or by sending it through the post in a pre-paid letter, addressed to such member at his registered address as appearing in the list of members or by electronic means.
36 Any notice, if served by first-class post, shall be deemed to have been served within two days of posting, and in proving such service it shall be sufficient for the Clerk to certify that the letter containing the notice was properly addressed and put into the post as a prepaid letter. Any notice served electronically shall be deemed to have been served within twenty four hours of transmission.
1(a). The Company shall consist of a Master, Wardens, Assistants, Liverymen and Freemen.
1 (b). The first Freemen of the Company shall be the Members of the existing Company of Builders Merchants at the date on which these constitutions and ordinances come into force.
1 (c). The Master, Wardens, Assistants, Trustees and Officers of the Company of Builders Merchants at the date on which these constitutions and ordinances come into force shall continue in their respective offices until another Master and other Wardens, Assistants, Trustees and Officers have been elected and admitted in accordance with the provisions of the ordinances unless they or any of them sooner die, resign or are removed.
