The term “extraordinary meeting” usually describes a meeting that happens outside of the planned schedule of meetings, particularly if it is held at short notice.
This could be to discuss an urgent issue that has arisen or to hold a meeting with a one-item agenda to allow a more detailed discussion than usual of a particular topic.
Extraordinary governing body meetings are often known as EGBs. Scheduled meetings are known as meetings of the full governing body (FGB) or sometimes whole governing body (WGB).
Neither the law for maintained schools nor current model articles for academies (June 2021) use the term “extraordinary meeting”, but they both give governors/trustees the discretion to hold a meeting at short notice.
Usually the clerk must send out the agenda “seven clear days” before the meeting date, together with any reports or papers which will be discussed at that meeting. This means that in normal circumstances you cannot hold a meeting unless you have given people at least seven days’ notice.
However, the law and model articles also state that the chair can decide to hold a meeting at shorter notice if there are matters “demanding urgent consideration”.
“Where the chair so determines, on the ground that there are matters demanding urgent consideration, it will be sufficient if the written notice of the meeting states that fact and the notice and the copy of the agenda are given within such shorter period as the chair directs.”
Roles, Procedures and Allowances (England) Regulations 2013
“Provided that where the chair or, in their absence, the vice-chair, so determines on the ground that there are matters demanding urgent consideration, it shall be sufficient if the written notice of a meeting, and the copy of the agenda thereof are given within such shorter period as they direct.”
Model Articles of Association (June 2021)
Can we hold extraordinary committee meetings?
In a maintained school the law gives committee chairs exactly the same right to call meetings at short notice.
“Where the chair of the committee so determines on the ground that there are matters demanding urgent consideration, it will be sufficient if the written notice of the meeting states that fact and the notice and agenda are given within such shorter periods as the chair directs.”
Roles, Procedures and Allowances (England) Regulations 2013
In an academy the rules will be established by your own articles of association and committee terms of reference, because each academy trust can set the rules for its committees.
Items That Cannot Be Discussed At Short Notice
It is entirely down to the chair to decide what items are urgent, but maintained schools must be aware of three issues which cannot be discussed if less then seven clear days’ notice has been given. These items can still be discussed in an extraordinary meeting, just not one arranged so quickly.
Maintained school meetings held at short notice must not be used to discuss removing the chair or vice-chair from office, suspending a governor or closing the school.
“The power of the chair to direct that a meeting be held within a shorter period does not apply in relation to any meeting at which—
(a) the removal of the chair or vice-chair from office
(b) the suspension of any governor, or
(c) a decision to serve notice of discontinuance of the school under section 30 of the SSFA 1998
is to be considered.”
Roles, Procedures and Allowances (England) Regulations 2013
These restrictions do not apply to academies, although note that if trustees wish to remove their chair the model articles (June 2021) say they must do so at two meetings held not less than 14 days apart.
Are extraordinary meeting minutes confidential?
Minutes are not automatically confidential simply because they were discussed at an extraordinary meeting, but governors may choose to record some or all items in confidential minutes, depending on the subjects discussed. Even confidential minutes can be requested under freedom of information law.
Who can vote at an extraordinary meeting?
The same people who can vote at the ordinary version of that meeting. So if you hold an extraordinary full board meeting, all governors or trustees can vote (as long as they do not have a conflict of interest).
A maintained school may have associate members and these members can never vote at full board meetings, whether ordinary or extraordinary.
If it is a committee meeting then the governors, associate members or local governors who usually vote on that committee can also vote at extraordinary meetings of that committee.
Who can call ordinary meetings?
The chair (or chair of a committee in a maintained school) must call any meeting that is held with less than seven days’ notice.
However, what we could call “ordinary” meetings, ie: meetings held with at least seven days’ notice, do not have to be called by the chair. Full governing body meetings in both maintained schools and academies can be called by either:
- the chair of governors/trustees
- the governing body, or
- a minimum of three governors/trustees.
In each case the request to hold a meeting should be sent to the clerk, who will then send out the date and time of the meeting along with the agenda and papers.
Committee meetings in maintained schools can be called by the committee chair or the governing body. (Academies should check their committee terms of reference).
If a meeting is called by three governors or trustees then the clerk must arrange for a meeting to be held “as soon as reasonably practicable”, so this will mean the earliest date and time that can be attended by a majority of governors/trustees.
“Meetings of the governing body are to be convened by the clerk to the governing body and in exercising this function the clerk must comply with any direction given by—
(a) the governing body; or
(b) the chair, so far as such direction is not inconsistent with any direction given under sub-paragraph (a).“Any three members of the governing body may requisition a meeting by giving written notice to the clerk to the governing body, and the clerk must convene a meeting as soon as is reasonably practicable.
“Meetings of a committee are to be convened by the clerk to that committee who, when exercising this function, must comply with any direction given by (a) the governing body; (b) the chair of the committee.”
Roles, Procedures and Allowances (England) Regulations 2013
“Meetings of the trustees shall be convened by the governance professional. In exercising the functions under this article the governance professional shall comply with any direction:
a) given by the trustees; or
b) given by the chair or, in their absence, the vice-chair, so far as such direction is not inconsistent with any direction given as mentioned in (a).
“Any three trustees may, by notice in writing given to the governance professional, requisition a meeting of the trustees; and it shall be the duty of the governance professional to convene such a meeting as soon as is reasonably practicable.”
Model Articles of Association (July 2021)