Shrewsbury Drapers Company

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Contents

The Drapers' Hall
10 St. Mary's Place,
Shrewsbury
SY1 1DZ
Charity No's: 213372 233903

Standing Orders

Standing and Sub-Committees

1. There shall be four Standing Committees of the Court: the Elections Committee, the Finance and General Purposes Committee, the Almshouses Committee and the Charities Committee.
2. The Elections Committee shall comprise the Master, the Wardens, the immediate Past Master, the Clerk and up to two other Assistants nominated by the Master. The Chairman shall be the Master. The duties of the Elections Committee shall be:
• to ensure that persons who have been nominated for election to the Company would be fit and proper members thereof.
• to submit to the Court for election any person who in the opinion of the Committee should be appointed an Honorary Freeman of the Company.
• to ensure that persons who have been nominated for election to the Court would be fit and proper members thereof and willing to serve as officers of the Company.
• to submit to the Court for co-option to It any Freeman who in the opinion of the Committee should be so co-opted. The number of co-opted members of the Court shall be re-confirmed annually. Co-opted members shall not be eligible to vote at meetings of the Court nor at meetings of any of its Standing Committees or Working Parties.
• to submit to the Court for election as Master and Wardens those who should in the opinion of the Committee be called to office.
• to determine the composition of the other Standing Committees. The Elections Committee shall meet in advance of a Court Meeting to consider any nominations for a vacancy on the Court and to consider nominations for membership of the Company. The Committee shall always meet in advance of the Election Court to consider the nominations for the Officers of the Company.
3. The Finance and General Purposes Committee shall comprise the Master, the Wardens, the Clerk, the Treasurer and not less than five other Assistants appointed by the Elections Committee. The Chairman shall be the Master. The duties of this Committee shall consist of overseeing the accounting arrangements (including auditing) and making recommendations to the Court regarding the Company's finances, policy and management, and acting in accordance with the Court's decisions, or within delegated powers, in these matters. The Committee shall be responsible for making recommendations to the Court regarding the payment of Fines and Quarterage. Matters to do with the Constitution, Ordinances and Standing Orders, the Guildhall (the Drapers Hall), social activities and external affairs are within the Committee's remit.
4. The Almshouses Committee shall comprise the Master, the Wardens, the Treasurer or Assistant Treasurer and not less than five other Assistants appointed by the Elections Committee. The Chairman shall be one of the Wardens, appointed by the Elections Committee annually. This Committee shall be responsible for the supervision and management of the Almshouses at both Fairford Place and St. Giles's Hospital, acting on behalf of the Company as Trustees of the relevant Charities to the extent delegated by the Court.
5. The Charities Committee shall comprise the Master, the Wardens, the Clerk, the Treasurer or Assistant Treasurer and not less than five other Assistants appointed by the Elections Committee. The Chairman shall be the Warden not chairing the Almshouses Committee. The Charities Committee shall be responsible for negotiating and settling with the Charity Commissioners such Trust Deeds or Charity Schemes as are entered into in pursuance of the Objects of the Company. This Committee shall act on behalf of the Company as Trustees of all Charities managed by the Company other than almshouses, and shall manage other charitable and benevolent activities of the Company as shall be. delegated by the Court.
6. The Court and Standing Committees may form sub-committees and working .':1 parties, which shall be selected by and shall report to their appointing bodies. Such sub-committees and working parties may co-opt Freemen who are not members of the Court to serve as non-voting members. Advice may be sought on any matter within the area of concern of the Committee, sub-committee or working party, but professional fees shall not be incurred without the approval of the Finance and General Purposes Committee.
7. Attendance at a meeting by half the members of a Standing Committee, subcommittee or working party shall constitute a quorum, but no meeting shall be held unless the Chairman or his designated deputy is present.

The Election of Freemen

1. Each Freeman shall have the right to nominate new Freemen. The Court shall require that each candidate be proposed and seconded by two Freemen, at least one of whom shall be a Member of the Court. Each candidate shall be required to complete a form of sponsorship which must be signed by each of his/her sponsors and returned to the Clerk together with a letter of personal recommendation from the proposer. No Freeman shall sponsor a candidate for membership of the Company unless he or she is personally known to him/her, preferably over a period of years. Sponsors should not recommend any candidate who would not be entirely suitable as a Trustee of a registered Charity.
2. The Clerk, on receipt of the correct sponsorship documents, shall add the candidate's name to the waiting list from which names shall be taken, in order of inclusion, for consideration by the Elections Committee. If this Committee so decides, candidates may be called before it for interview. Candidates' names, together with a report and recommendation, shall be submitted to the next convenient meeting of the Court for consideration and possible election. Successful candidates shall be admitted to the Freedom of the Company after payment of the required Fine.
3. The Court shall reserve the right to require the resignation of a Freeman if he or she has conducted himself or herself in such a manner as would, in the opinion of the Court, bring the Company into disrepute, or has ceased to be a proper person to be a Charity Trustee, or if his or her annual Quarterage is more than three months overdue.

Elections to the Court

1. When a vacancy in the Court occurs the Elections Committee shall meet to consider nominations to fill the vacancy. Nominations of Freemen for seats on the Court shall require a proposer and seconder both of whom shall be members of the Court, and shall include a Curriculum Vitae of the candidate. The Committee may call candidates before it for interview. The list of candidates' names will be attached to the Agenda of the next Court Meeting, at which meeting the Chairman of the Committee shall give a brief oral report on each candidate and answer questions from members of the Court.
2. The election shall proceed as follows: a ballot paper with a list of the candidates shall be issued to all members of the Court present and entitled to vote, who shall mark thereon their order of choice of the candidates starting with a number equal to the number of candidates, and decreasing to one. The marks awarded to each candidate shall be totalled and the number of candidates equal to the number of vacancies with the highest marks shall .be consi?ered as elected to those vacancies. The Master shall have a casting vote In case the vote be equal. Those candidates who are unsuccessful shall automatically have their names .put forward when the next vacancy occurs; If they are again unsuccessful In the ballot, they shall not stand again for at least a year.

The Election of Officers

1. The Master and Wardens shall be chosen annually at the Election Court from those names submitted by the Elections Committee. Unless the Elections Committee shall decide otherwise the Senior Warden shall be the only person nominated for election as Master and the Junior Warden shall be the only person nominated for election as Senior Warden.
2. The Elections Committee may also nominate one candidate for Junior Warden. If it decides otherwise, then in the ballot for the Junior Warden, and in any ballot for the Master or Senior Warden pursuant to Clause 37, the candidate receiving more than 50% of the votes cast shall be deemed elected; in the event of no candidate receiving more than 50% of the votes cast, the two candidates with the greatest number of votes shall be the candidates for a further ballot and the candidate with the greater number of votes in such ballot shall be deemed elected.
3. Past Masters shall retire from the Court on the second anniversary of their relinquishing the Chair as Master. So that the Court may benefit from their experience, they shall thereafter be available to the Court for consultation. They shall have the right to receive papers, attend and speak at all Court meetings. Nothing shall prevent a Past Master presenting himself/herself for re-election to the Court.
4. The Master and Wardens elected at the Election Court in January shall be installed at the annual Charter Night Dinner to be held in March of that year, At the request of the Clerk, the new Master and Wardens shall each make a , Declaration before the assembled Company to pledge their allegiance to the Company.

The Duties of the Clerks

5. The Clerk shall be the chief administrative officer of the Company and shall be responsible for calling, and taking the Minutes of, all meetings of the Court, the Elections Committee and the Company. The Clerk shall be responsible for the safe keeping and proper use of the Company Seal. The Clerk may be assisted in his/her duties by an Assistant Clerk or Secretary. The Duties of the Treasurers
6. The Treasurer, under the directions of the Finance and General Purposes Committee, shall be responsible for keeping the Cash Books and generally all the Company's Accounts, Account Books and financial records in accordance with established good practice. He or she, in conjunction with one other officer of the Company nominated by the Finance and General Purposes Committee, shall have power to sign cheques and give directions to the Bank, and shall be responsible for obtaining any tax refunds allowable. Funds held for charitable purposes under each Scheme or Trust shall be accounted for separately. The Treasurer may be assisted in his/her duties by an Assistant Treasurer.

The Minutes of the Court

1. The minutes of every Meeting of the Court, after the wording has been submitted to the Master. shall be entered by the Clerk in the Minute Book, subject to revision when presented to the next Meeting of the Court. A copy of the Minutes shall be sent to each Member of the Court.

Fines and Quarterage

1. The Clerk shall be responsible for obtaining payment of Fines and annual Quarterage, for passing these to the Treasurer and for making report to the Court of any cases of Quarterage being overdue by three months. Quarterage shall become due on 1 May annually.

Amendments

1. Notices of Motions to amend, repeal or add to the Standing Orders shall be sent to the Clerk in writing not less than twenty-one days before a meeting of the Court and must be included in the notice of that Court Meeting. Such Motion shall only be declared carried when supported by the votes of three quarters of the Freemen present and voting who shall number not less than half of the membership of the Court.