HONOURABLE COMPANY OF FREEMEN OF THE CITY OF LONDON

OF NORTH AMERICA

CONSTITUTION AND BY-LAW

CONSTITUTION

Preamble

The Honourable Company of Freemen of the City of London of North America, hereafter described as The Honourable Company, is an association of Freemen and Liverymen of the City of London who reside in North America.

The Honourable Company was formed in Toronto, Canada on May 5th 1979 by a small group of Freemen of the City of London.
The Lord Mayor and Corporation of the City of London bestowed official recognition on the Honourable Company in April 1980.

Objects

The objects of the Honourable Company are:

a. To maintain a continuous link with the City of London;

b. Where possible to strengthen the linkages - commercial, social and personal between the Company, the City and North America;

c. To reflect the traditions of all Freemen of the City, including the code contained in the oath of allegiance, the ceremonies and rituals to be found within the Guilds and Livery Companies, and in the history of the City itself;

d. To be committed to observing the highest code of personal and professional ethics that occurs between Freemen;

e. To support our charity and each other through meetings and social events and to foster growth between ourselves and for the Company.

THE BY-LAW

1. Membership

1.1 Membership shall be by election. There shall be five categories of membership

1.2 Regular Member - Any person residing in North America who is a Freeman of the City of London is entitled to apply for Membership. Only Regular Members have voting rights at any Membership meeting of the Honourable Company.

1.3 Associate Member - Any person who is a Freeman of the City of London who does not reside permanently in North America and who has a special relationship or association with North America is entitled to apply for Membership.

1.4 Life Member - A Life Membership may be granted to a person who has, in the opinion of the Honourable Company, through the Court of Wardens, (hereafter known as “The Court), earned this privilege by meritorious service or other actions to the Honourable Company.

1.5 Honorary Member - An Honorary Membership may be granted by the Court to a person who has achieved special recognition on account of services rendered to the City of London.

1.6 Affiliate Membership - Affiliate Membership may be granted to any person who resides in North America who is not currently a Freeman of the City of London, and subscribes to the Objectives of the Honourable Company and who undertakes to proceed to become a Freeman at the first practical opportunity and within a period of three (3) years after becoming an Affiliate Member.

2. Quarterage

2.1 The Court shall set the Quarterage (annual fees) payable by Members each year.
The Court shall fix the date on which the Quarterage shall become due.

2.2 Any Member 12 months or more in arrears may be liable to forfeit all benefits of Membership, but the Court. may, in its discretion, accept any reasonable explanation or otherwise agree to maintain Membership privileges.

2.3 Life Members and Honorary Members are not liable for Quarterage.

3 Management

The Honourable Company has not been granted Letters Patent. The affairs, business and property of the Honourable Company shall be managed by the Court of Wardens.

The Court of Wardens

3.1 The Court shall consist of not more than 12 Members

3.2 The Court shall comprise the Master, the Deputy Master, the immediate Past Master, Honorary Treasurer and Honorary Clerk, and up to 7 Wardens.

3.3 The term of a member on the Court shall be for up to ten (10) years. Any vacancy occurring may be filled at the discretion of the Court until the next Annual General Meeting.

3.4 A Member of the Court who regularly fails to attend Court meetings over a consecutive period of 12 months without adequate explanation shall cease to be a member of the Court at the discretion of the Master.

3.5 For the sake of continuity, so that no more than 50% of the Court will change in any one year, the Master may invite members of the Court to remain as Wardens beyond the ten-year period on a year-by-year basis.

Nominating Committee

3.6 The Nominating Committee of the Honourable Company shall comprise the 3 most recent Past Masters who are willing to serve.

3.7 The Chair of this Committee shall be the immediate Past Master for that year and shall present a slate of nominations to the Master for the Incoming Court, at least 30 days prior to the Annual General Meeting.

4 Duties of the Court

4.1 The Master shall be responsible for the enforcement of the Constitution and this By-Law, and shall generally attend to the affairs of the Honourable Company. The Master, or in his absence the Deputy Master, shall be Chairman of all meetings of the Court and membership, when present. In the absence of both the Master and Deputy Master, the senior Past Master present shall preside.

4.2 In the case of an equality of votes at any meeting of the Court or members, The Chairperson shall have a second or casting vote.

4.3 The Master may arrange special meetings and committees and will be an ex-officio member thereof.

4.4 The Honorary Clerk shall file and retain all records, deeds, reports, minutes of meetings, and communications pertaining to the Honourable Company, and be fully responsible for the safekeeping of all moveable property of the Honourable Company.

4.5 The Court should appoint a London Honorary Clerk, being a member living in London who will assist or deputize for the Honorary Clerk in any of his duties as necessary that need to be performed in London, with specific reference to the Honourable Company’s relationship to the City of London.

4.6 The Court may appoint a Membership Secretary, who, in collaboration with the Honorary Clerk and Honorary Treasurer, shall maintain the membership records and correspond with new members as appropriate and if requested facilitate the procedures for the obtaining of The Freedom of The City for members of the Company.

4.7 The Honorary Treasurer shall supervise all finances of the Honourable Company and report on the finances of the Charity, making deposits into the bank authorized by the Court and making payments when duly authorized. Cheques will be signed by the Honorary Treasurer and countersigned by the Master or Deputy Master or appointed Wardens.

4.8 Shortly after the calendar year end, the Honorary Treasurer shall prepare a financial statement for the Court and membership, and interim statements for subsequent meetings of the Court.

4.9 The Court may appoint other officials from among the Wardens as they see fit, such as Webmaster and “Company Comment” Editor.

5. Meetings

5.1 Meetings of the Court shall be formally called at any time by the Master or upon request of three (3) Wardens. A quorum shall be three (3) Wardens plus the Master or Deputy Master or the senior Past Master.

5.2 The Annual General Meeting of Members shall take place once every year, generally in May, and generally at the same time as the Annual Dinner, at which time there will be a report by the Master on behalf of the Court.

5.3 The Regular Members at the Annual General Meeting shall approve the installation of the new Court Members.

5.4 A Special General Meeting of Regular Members for a specific subject may be convened by the Court or on a petition in writing to the Master, of ten (10) Regular Members.

5.5 No business shall be transacted at any General Meeting of the Members unless there are at least 10% of the Regular Members present.
Notice of the meetings shall be by mail/e-mail as appropriate, giving 21 days notice, to the address on the current Membership list

6. Retirement of Members

A Member, who wishes to retire from participation in the Honourable Company, must give written notice to the Honorary Clerk.

7. Amendment of the By-Law

Any of the foregoing By-law may from time to time be revoked, amended or expanded, providing that the changes shall have been approved by an majority of not less than two thirds (2/3) of the Members who are present at the Annual General Meeting, or who have voted by proxy.

8. Motto

The Motto of the City of London shall be the motto of the Honourable Company; vis. “Domine Dirige Nos”, which translated is “Oh Lord Guide Us”