Governance

Find out more about the structure of the Company, from the Prime Warden down.

Ordinances

THE WORSHIPFUL COMPANY OF SHIPWRIGHTS

ORDINANCES

These Ordinances set out, regulate and make provision for the:

-         Purposes,

-         Membership,

-         Governance, and

-         Administration and Organisation 

of the Worshipful Company of Shipwrights (“the Company”), also known as the Ancient Fraternity or Brotherhood of Free Shipwrights of London. 

PURPOSES

1.   The Company is a Corporation which exists by prescriptive right and was originally concerned with training apprentices and with safeguarding the quality of ships built in London; the earliest surviving Ordinances of 1428 entrusted members to ensure good workmanship, use of good and sound materials and seemly behaviour.  The Company is now concerned with every aspect of the United Kingdom’s shipping and shipbuilding industries and the promotion of excellence within them: it provides a meeting ground for those connected with all the maritime interests of the United Kingdom and it maintains trusts to promote charitable and educational activities; it is fully committed to fulfilling the role of a livery company in the City of London.

2.   The Aims of the Company are:

2.1   To promote and maintain the traditions of the City of London and to fulfil the role of a Livery Company in the City.

2.2   To promote excellence in every aspect of the maritime field, especially the crafts of shipbuilding and boatbuilding.

2.3   To promote and support education and youth development programmes in the maritime area.

2.4   To promote and support charitable causes in the maritime area.

2.5   To create and maintain a forum where maritime interests can meet with the object of improving communication and understanding within the field.

2.6   To ensure that the Livery represents a comprehensive cross-section of maritime interests.

3.   Those admitted to membership of the Company are enjoined to enhance its prestige by their loyalty, charity and commitment, to uphold and promote the rights and traditions of the City of London and to do what lies within their power to leave the world a better place than when they entered it. Charitable commitment and giving are a key focus and members are expected to take the opportunity to give back with their money, time and talents to the maritime industry which gives and has given them their livelihood.

MEMBERSHIP

4.   The members consist of Freemen and Liverymen; they are so called though they may be of either sex.

4.1   The maximum number of Liverymen at any one time shall not exceed five hundred or such other figure as the Lord Mayor and Court of Aldermen may hereafter decree.

4.2   All those joining the Freedom or the Livery must be over the age of 21 and attend a Court Meeting where they will make the declaration and pay the entry fine appropriate to their new status; those entry fines will be decided annually by the Court and published on the Company’s website or by such other means as may be decided by the Court from time to time.

4.3   Although a Liveryman may resign and revert to the status of Freeman, a Freeman cannot resign his or her status.  Freemen and Liverymen do not need to be British subjects.

5.   All Liverymen must pay the Annual fines of Quarterage (contribution towards the running costs of the Company) and Tallage (minimum subscription towards attendance at Company dinners).

Freedom of the Company

6.   Freedom of the Company is by redemption, patrimony, presentation or servitude.

6.1   Freedom by Redemption (or ‘payment’) is the usual way to join the company.  Applications for admission will (save for the exceptions in 6.2 and 6.3 below) only be considered from men or women with a close involvement in maritime affairs.  It is expected that they will seek to progress to join the Livery and that their sponsors will actively encourage them to do so.  That process involves applying for the Freedom of the City of London (unless they already have it).

6.2   Freedom by Patrimony is for the sons and daughters of Liverymen who were born after their parent’s admission to the Freedom and shall be by right (subject to paragraph 4 above).

6.3   Freedom by Presentation is for those who are elected by the Court at its discretion honoris causa by reason of their special contribution to the Company (notably, as the partner of the immediate past Prime Warden) or their distinction in maritime or national affairs.

6.4   Freedom of the Company by Servitude (apprenticeship) is at the discretion of the Court.

Livery

7.   All Freemen progressing to the Livery must, by the time of their admission to the Livery, have obtained the Freedom of the City of London and (apart from those admitted by Presentation) must be closely involved with maritime affairs.   Admission to the Livery by Presentation is for those men or women who are elected by the Court at its discretion honoris causa by reason of their distinction in maritime or national affairs.

Applications for admission to the Freedom and to the Livery

8.   Applicants to the Freedom by Redemption and to the Livery (apart from those admitted by Presentation) must:

Either

 i.   be supported by four Liverymen sponsors, a minimum of two of whom must be members of the Court; all sponsors must give their reasons, in writing, for supporting the applicant (stating for how long they have known the applicant and why they believe that the applicant would make a good Shipwright); no more than two of those sponsors may be from the same organisation,

Or

 ii.   if an applicant does not know any or enough sponsors but is qualified by character and profession, apply to and, if approved for interview, be interviewed by the Admissions Committee and be found eligible.

GOVERNANCE

9.   The Company is governed by the Court which is composed of the Permanent Master, Prime Warden, Wardens, Past Prime Wardens and Assistants (in that order of precedence, in order of appointment); all important decisions and determinations of the Company (including admissions to the Freedom and the Livery) must be made by the Court at a Court meeting.  The Company’s highest office is that of Permanent Master and, since the appointment of His Majesty King George VI, the Company has enjoyed the signal honour of having a Royal Permanent Master.   If the Permanent Master dies or relinquishes office:

9.1   A special Court meeting will be held to elect a new Permanent Master;

9.2.   For such period that there is no Permanent Master the Prime Warden will be called Master and all references in these Ordinances to “Prime Warden” will be read with “Master” substituted.

The Company Year

10.   The Company Year begins and ends at the Installation Court meeting, normally held in April, at which the Wardens who are to serve for the next year are formally installed.

Assistants to the Court

11.   The number of Assistants to the Court should not exceed 25, save that this number may be exceeded by no more than two at the discretion of the Wardens’ Committee and subject to the approval of the Court.

12.   The Court elects Assistants to the Court from the Livery at its discretion, guided by the recommendation of the Wardens.  A list of the Wardens’ nominations must be circulated to the Court by the Clerk no less than 28 days before the January Court Meeting, known as the Election Court, at which the Court may elect a new Assistant or Assistants.  Any member of the Court may propose the name of any other Member or Members of the Livery and, if seconded by another member of the Court and notified to the Clerk no later than 14 days before the Election Court, the said name or names will be added to the list.

13.   At the Election Court the members present:

13.1   will vote by show of hands unless they decide otherwise.

13.2   will decide by a simple majority and if the votes cast are equal in number the Prime Warden (or his substitute if he is not present and presiding) will have a second vote.

13.3   will first vote on the number of Assistants (if any) it chooses to elect; and

13.4   in the light of the previous vote will then proceed to vote on the election of a new Assistant or Assistants from the list of nominees.

14.   If a Court Assistant dies or resigns or is removed for just cause during the course of the year following the Election Court, a vote may be taken at the next Court meeting whether that vacancy should be filled or remain open until the next Election Court.

15.   There are two categories of Court Assistant and in addition a status of Assistant Emeritus:

15.1   Standard Assistants will be those elected at an age at which they might in due course and, if found worthy, be expected to progress to election to Warden and in due course to Prime Warden.

15.2   Senior Assistants will be those advised by or on behalf of the Prime Warden on their election that they ought not to expect to progress to election to Warden.

15.3   Court Assistants Emeritus are those Assistants who have taken Emeritus status and they:

15.3.1   will be welcome to attend any Court meeting;

15.3.2   will not be entitled to vote at a Court meeting;

15.3.3   will pay the Court Tallage (at the rate before the Chair) and be entitled to attend Court events as Court Assistants, unless they wish to opt out of Court Tallage in which case they will pay at the guests’ rate for Court events; and

15.3.4   will have precedence immediately after Assistants, in the order of appointment as Assistant.

16.   Those elected as Assistants to the Court:

16.1   will at the next convenient Court meeting after their election be admitted as Assistant and make the Declaration of Assistants;

16.2   will pay such fine or fines on election and thereafter annually as are decided by the Court;

16.3   will endeavour to attend all Court meetings; if an Assistant fails to attend a Court meeting for a period of two years then, unless the Prime Warden and Wardens (by a majority) consider that there is good and sufficient reason for that non-attendance, the Assistant will be deemed to have resigned from the Court and reverted to the Livery;

16.4   may at any time after having served as Court Assistant for a period of 10 calendar years elect to take Emeritus Status;

16.5   are normally expected to take Emeritus Status on reaching the age of 70 but may continue to serve as an Assistant (Standard or Senior) until reaching the age of 75 when they will take Emeritus Status.

Wardens

17.   There will be a Prime Warden and four other Wardens, namely Renter Warden, Third Warden, Fourth Warden and Fifth Warden.  It is expected that the Fifth Warden will progress through each office and in due course become Prime Warden.

18.   The Court will elect Wardens from the Court for each forthcoming year at the Election Court meeting in January.  The election of the Fifth Warden will be guided by the recommendation of the Wardens’ Committee.  The Wardens’ recommendation will ordinarily be decided upon at their December meeting following consideration by them of a list of the current Wardens and Assistants prepared by the Clerk and indicating those members of the Court willing and qualified to serve as Warden.

19.   The nomination of the person recommended by the Wardens to serve as Fifth Warden will be circulated to the Court no less than 28 days before the Election Court at which the Court will elect the Wardens who are to serve for the forthcoming year.   If any two Court Assistants wish to nominate an alternative candidate to serve as Fifth Warden they must do so in writing to the Clerk no less than 14 days before the Election Court.  Where an election is contested, voting will be by ballot of those attending the meeting and entitled to vote; if an equal number of votes is cast for each candidate the Prime Warden (or in his absence the presiding Past Prime Warden) will have a second vote to decide the contest.

20.   Those elected as Wardens:

20.1   will at the April Installation Court Meeting (“the Installation Court”) following their election or at the next convenient Court thereafter make the Declaration of the Wardens and be installed in their office;

20.2   will pay such fine or fines on election and thereafter annually as shall be decided by the Court;

20.3   will as they progress to the office of Prime Warden and in order to learn about the full workings of the Company, sit for a minimum of one year on each of the principal committees of the Company.

21.   If a Warden dies or resigns or is removed for just cause there will be an election of a replacement.  The procedure for that election will so far as is practical and convenient (in the absolute discretion of the Prime Warden and other Wardens) follow the election procedure above; the election will take place at the next Court meeting.

22.   There will be a Wardens’ Committee composed of the Prime Warden, the Immediate Past Prime Warden, his immediate predecessor and the four other Wardens.  The Wardens’ Committee will sit a minimum of four times per year.  Save as otherwise provided herein, the Wardens’ Committee may make decisions or determinations or recommendations by a majority.

Prime Warden

23.   The Prime Warden:

23.1   will be elected at the January Election Court Meeting and, upon making the Declaration of the Prime Warden, be installed at the April Installation Court Meeting;

23.2   will chair meetings of the Court;

23.3   shall be primarily responsible under the Permanent Master for the good order and discipline of the Company, and for the expenditure of its funds.   The Court looks to him to maintain and advance the Company:  he has important duties, and the reputation of the Company is largely in his hands.

24.   If the Prime Warden dies or resigns or is removed for just cause:

24.1   during any interregnum the duties of Prime Warden will be carried out by the Immediate Past Prime Warden; and

24.2   there will be an election of a replacement at the next Court meeting to take effect from such time as the Court may approve.

25.   Past Prime Wardens:

25.1   will in the year following their year of office fulfil the duties of Immediate Past Prime Warden;

25.2   will in the year following their year as Immediate Past Prime Warden fulfil the duties of Preceding Immediate Past Prime Warden.

25.3   will after their year of office as Prime Warden continue ex officio as a member of the Court with all the powers and privileges of a Court Assistant;

25.4   will pay Court Tallage at such rate as is decided by the Court.

Removal for misconduct, incapacity or other just or reasonable cause

26.   If the conduct or circumstances of a Freeman or of a Liveryman (whether or not a member of the Court) is determined by a decision of the Court to be injurious to the character and interest of the Company, the Court will have power to exclude him from active participation in the affairs, benefits or amenities of the Company either generally or for a specified period.  The person concerned shall be given the opportunity of being heard by the Court before it exercises any such power.  Any such determination by the Court:

26.1   will be made at a Court meeting where the consideration of such a determination has been raised as an Agenda item and notice given to all Court members no less than 14 days prior to the date of the meeting, at the request of the Wardens’ Committee or at the request of no fewer than 10 members of the Court.

26.2   will be made at a Court meeting at which at least two-thirds of those present vote in favour of the determination; and

26.3   will as soon as practicable thereafter be communicated to the said Freeman or Liveryman in writing by the Prime Warden.

27.   The same procedure will apply in the case of the proposed removal of a Warden or of any other member of the Court, save that in the case of the Prime Warden the duties of the Prime Warden under and in connection with 26.1 - 26.3 above will be performed by the Immediate Past Prime Warden.

ADMINISTRATION AND ORGANISATION

The Clerk

28.   The Clerk is the senior employee and Chief Executive Officer of the Company and is responsible for all other employees of Company and for the management of the office.  The Clerk’s terms of appointment, duties and all other legal provisions relating to his employment are set out in his contract of employment in accordance with the Staff Handbook which also covers the rights and responsibilities of other employees of the Company.

29.   As a traditional formality (which will not in any way affect mutual rights and obligations under their respective contracts of employment), the Clerk, the Assistant Clerk (if there be one) and the Beadle will be elected at the   Election Court to serve in their offices for the forthcoming year and will be installed in those offices at the Installation Court Meeting.

30.   The salary of the Clerk and the salaries of the other employees of the Company will be in accordance with their respective contracts of employment and will be set annually by the Court at the Installation Court Meeting.  A report on each employee will be made annually by the Clerk and a report on the clerk will be made annually by the Office Committee.  Each report will be made to the Wardens.

Quarterage and Tallage

31.   All Liverymen elected to the Company after the 11th May 1984  will pay an annual charge or ‘fine’ to the Company, known as quarterage, as a contribution to the administration and running costs of the Company.  Quarterage will be set annually for the following year at the Installation Court.

32.   All Liverymen elected to the Company after the 31st March 1976  will pay an annual charge or ‘fine’ to the Company, known as tallage, as a minimum subscription to attendance at Company dinners.  Tallage will be set annually for the following year at the Installation Court. Higher rates of tallage will be set for the Court, Wardens and Prime Warden to reflect the additional special events enjoyed by the Court and Wardens, with a different rate for Past Prime Wardens (known as ‘beyond the Chair’).

33.   Any Liveryman (including Prime Warden, Wardens and Court Assistants) who neglects or refuses to pay the quarterage or tallage due from him and who;

33.1   fails to pay after being given reasonable notice by the Clerk to do so, and

33.2   is in default or arrears of payment beyond six calendar months from due date after a further reminder by the Clerk,

will, subject to the discretion of the Wardens, be deemed to have resigned from the Livery and to have reverted to the Freedom, will be informed thereof by the Clerk in writing and will thereafter be excluded from the rights and privileges of the Livery.

List of Members, the Handbook and the Website

34.   A list of members of the Freedom and a list of members of the Livery will be kept by the Clerk.  Those lists will include the following information for each member:

34.1   a postal address for use by the Clerk and the office for communications concerning the Company and its business;

34.2   ordinarily, an e-mail address for use by the Clerk and the office for communications concerning the Company and its business;

34.3   the date when the member joined the Freedom and the Livery (as the case may be) and, in the case of the list of members of the Freedom and if relevant, the date when the member reverted from the Livery to the Freedom;

34.4   the sector or area of business of the maritime industry in which the member works or worked;

34.5   any other personal details and information provided by each member on application for the Freedom and Livery; and

34.6   such other information pertaining to methods of communication as may from time to time be decided by the Court.

35.   Each year there will be published a Handbook which will include lists of the Court of Assistants and Officers at the time of publication, an alphabetical list of Liverymen with date of admission to the Livery, an alphabetical list of all active Freemen with date of admission to the Freedom, information as to the fines currently payable on admission and annually by Liverymen, the Objects of the Funds, Membership and Terms of Reference of the Committees, the Admissions Policy, Procedures & Addresses, a Longcast of Functions & Meetings, details of the Medals presented by the Company from time to time and the Ordinances.

36.   The Company will maintain a website, www.shipwrights.co.uk, or such other address as may from time to time be decided by the Court, which will be managed by the Clerk in consultation with the Wardens.  Each member will keep confidential any information which is only available privately on the website.

Court Meetings

37.   The Court will meet at least four times in each calendar year, namely in January (Election Court), April (Installation Court), July and October and may additionally meet before the Livery Dinner in March.  The January and April Court meetings may be held in the following month.

38.   No less than seven days’ notice will be given to members of the Court of a change to the published date of a Court meeting or of the date of an extraordinary meeting.  Extraordinary meetings may be held at the request of the Wardens or on receipt of a request in writing to the Clerk signed by at least six members of the Court.

39.   The Clerk will circulate to all members of the Court no later than seven days before the date of each Court meeting an Agenda for that forthcoming meeting.  The Agenda may be subject to amendment at any time prior to the commencement of that meeting, save that:

39.1   Not less than 14 days’ notice will be given to members of the Court of any motion or resolution or determination under Ordinance 26.

39.2   No less than 48 hours’ notice will be given to members of the Court by e-mail or some other appropriate method of any other item of business to be presented to the Court on which a vote is to be taken.

40.   Minutes of Court meetings will be kept by the Clerk and circulated to all members of the Court within a reasonable time after the meeting.  A copy of all Minutes of Court meetings as approved by the Court will be signed by the Prime Warden and the Clerk and will be kept by the Clerk in a Minutes Book.

41.   Court meetings will normally be chaired by the Prime Warden.  In the absence of the Prime Warden from a Court meeting or any part of a Court meeting that meeting will be chaired by the Immediate Past Prime Warden; in his absence, the meeting will be chaired by the Past Prime Warden who has most recently been Prime Warden.

42.   A Court meeting will not be quorate unless there are present for the whole of the meeting at least two Wardens and at least eight other members of the Court.  Save as otherwise provided herein, voting at a Court meeting will be by simple majority of those present; in exceptional circumstances and at the discretion of the Wardens’ Committee, voting on a motion or resolution set out in the Agenda may be made by written proxy.

43.   Any member of the Court must declare any interest that he may have in a proposed transaction or arrangement with the Company.  That declaration will be made and notified to the Clerk as soon as possible and repeated at the Court meeting at which the proposed transaction or arrangement is to be discussed.   The member of the Court concerned will then absent himself from that part of the Court meeting at which the proposed transaction or arrangement is discussed, considered and voted upon.

44.   Agenda, Minutes and attachments thereto and any other documents produced to the Court at a Court meeting  will be kept confidential to and within the Court, the Clerk and the Assistant Clerk (if there be one).

Committees           

45.   The Court has the general power to establish and dissolve committees.  The Court will appoint from its own number and from the Livery suitable persons to serve on and to chair the Committees of the Company.  Service on a committee shall normally be for a period of four years.  The Admissions Committee will normally be chaired by the Preceding Immediate Past Prime Warden.  The terms of reference for each of the Committees will be set by the Court and published annually in the Handbook.  Each Committee is to be chaired by a member of the Court and is expected (always within the discretion of the Chairman) to meet at least three times a year and to be attended by the Clerk who shall keep minutes.

46.   The Chairmen of Office Committee (also known as Off Com), Finance Committee (also known as Fin Com), Education and Charities Committee (also known as the E & C), the Wine Committee and of such other Committees as the Wardens shall from time to time determine will each year submit a written report to the Court at the July Court meeting.

Honorary Offices

47.   The Court may from time to time appoint persons to the following offices: Treasurer, Chaplain, Historian, Librarian, Bargemaster, Almoner.  No fee or salary will be payable in connection with these offices.

Medals of Honour and Long Service on the Court

48.   Any person who has given outstanding service or support to the Company may, on the nomination of the Prime Warden and Wardens and approval of the Court, be awarded the Shipwrights’ Medal of Honour.  Recipients of the Shipwrights’ Medal of Honour will be exempted from quarterage and tallage and are entitled to attend any Livery social function or event free of charge.

49.  A member of the Court who has served 25 years on the Court will be so recognised by the presentation of a certificate of long service at the next convenient Court meeting.

Auditors and Audits

50.   The Court will at the Election Court elect a firm of professional Accountants to act as its Auditors.  At the July Court meeting each year, the Court  will:

50.1   review, consider and if appropriate adopt the accounts presented by its Auditors for the previous year; and

50.2   review, consider and if appropriate approve the muster and audit of the Company’s treasures which shall be carried out by the Clerk and the Fifth Warden between the Installation Dinner and the July Court meeting.

Indemnity

51.   Every Freeman, Liveryman, officer or employee of the Company shall be indemnified by the Company against all losses, costs, claims and expenses which he may incur or become liable for by reason of anything done or omitted by him in good faith in the discharge of his duties in his capacity of Freeman, Liveryman, officer or employee of the Company.

 

Definitions and Interpretations

Where these Ordinances import the masculine gender they shall, unless otherwise stated, include the feminine gender.

The following definitions and interpretations will apply in these Ordinances:

“Address” unless otherwise specified includes e-mail address

“The Admissions Committee” consists of the four Wardens chaired by a Past Prime Warden and makes its recommendations to the Wardens’ Committee which submits them to the Court for formal approval.

“Court Assistant” includes for all purposes herein (with the exception of Ordinance 11) an ex officio Court Assistant

“Days” means calendar days and “weeks” means calendar weeks

“The Office” means the Clerk, the Assistant Clerk (if there be one) and any other employees of the Company

“Officer” of the Company means the holder of one of the offices of the Company; a list of all such officers is published annually in the Handbook.

“The Wardens’ Committee” comprises Prime Warden, Immediate Past Prime Warden, Preceding Immediate Past Prime Warden, Renter Warden, Third Warden, Fourth Warden and Fifth Warden.  The Honorary Treasurer sits on the Wardens’ Committee ex officio and without voting rights.  Where these Ordinances refer to decisions, determinations, recommendations or similar by “the Wardens”, this means the Wardens’ Committee.

“Year” means “Company year” unless otherwise stated.

 

These Ordinances were approved by the Court of Aldermen on 9 May 2017 and adopted by Resolution of the Court on 10 May 2017.