An annual general meeting (AGM) is a meeting of academy trust members.
During an AGM the members formally receive the trust’s audited accounts and annual report, appoint or reappoint auditors and review the governance of the academy trust.
They can also appoint any member-appointed trustees and take other decisions that require the approval of members, such as changing the articles of association.
Members also receive updates from the Principal/CEO and trustees about how the trust has fared over the year and the plans for the upcoming years. Members address questions to the trustees and trust leaders to confirm that governance is strong.
This page only applies to academies. AGMs do not exist in maintained schools.
Do all academy trusts have to hold AGMs?
It depends what your articles of association say.
The current model articles for mainstream academy trusts say that trusts “shall hold” an AGM each financial year (1 September to 31 August). So trusts using these model articles must hold an AGM each year.
“The Academy Trust shall hold an Annual General Meeting each Academy Financial Year.”
Model Articles of Association (June 2021)
In earlier versions of the model articles the clause that required an AGM was marked as optional, so trusts could remove it.
“The academy trust must now hold an Annual General Meeting. In previous versions of the mainstream model [articles] this was an optional clause.”
Model Articles of Association (June 2021)
If the AGM clause does not appear in your articles your trust is not required to hold an AGM.
However, it is considered good practice to allow members to meet at least once per year, so the trust could still decide to hold an AGM for this purpose.
When are AGMs held?
AGMs are often held in December. The annual report and accounts must be sent to the Education and Skills Funding Agency (ESFA) by 31 December each year, so they will be ready to present to members shortly before this.
“The audited report and accounts must be submitted to ESFA by 31 December.”
Academy Trust Handbook
There is no set date on which you must hold an AGM, but be aware that the model articles only allow for a gap of 15 months between annual general meetings.
“Not more than fifteen months shall elapse between the date of one annual general meeting of the academy trust and that of the
Model Articles of Association (June 2021)
next.”
Also be aware that the appointment of auditors needs to be made within 28 days of the members receiving the annual accounts.
“It is normal to deal with the reappointment of auditors at an annual general meeting (AGM) and the term of office will typically run from one AGM to the next.
“The general points to note under the Companies Act 2006 are as follows: appointment of the auditor will ordinarily be within 28 days of the academy trust providing its annual accounts to its members (section 485(2) of the Act).
“For academy trusts, this would usually be at an AGM.”
Choosing An External Auditor For An Academy Trust
Who can call an AGM?
The AGM is called by the trustees, not the members.
“The Annual General Meeting shall be held at such time and place as the trustees shall appoint.”
Model Articles of Association (June 2021)
How much notice must be given for an AGM?
The model articles say that at least 14 clear day’s notice must be given to call an AGM, unless at least 90% of members agree to hold it at shorter notice.
“General meetings shall be called by at least fourteen clear days’ notice but may be called by shorter notice if it is so agreed by a majority in number of members having a right to attend and vote and together representing not less than 90% of the total voting
Model Articles of Association (June 2021)
rights at that meeting.”
“Clear days” means that you don’t count the day the notice was sent. So if the notice was sent at 3pm on Monday 1 December then a gap of 14 clear days means you can hold the AGM on Tuesday 16 December.
The notice (which usually doubles as the agenda) must:
- state the time and place of the meeting
- contain a description of the business that will be carried out
- specify that this is an AGM
- tell members they are allowed to appoint a proxy to attend and vote in their place.
“The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.
“The notice shall also state that the member is entitled to
Model Articles of Association (June 2021)
appoint a proxy. The notice shall be given to all the members, to the trustees and auditors.”
What should be on the agenda for an AGM?
“Members may want to use an AGM to review the trust’s annual audited accounts and broader issues of trust governance with the board.
“AGMs help ensure that members are kept informed about the actions and decisions of the board, supporting the accountability of the trustees, give a formal opportunity for members to exercise their legal duties and powers in overseeing trust governance, for example, routine appointments to the board and can be used to review the trust’s audited accounts and broader issues of trust governance with the board.”
DfE Academy Trust Governance Guide
A example agenda for an AGM is shown below. It contains the “notice” of the meeting at the top of the agenda. My templates and letters page provides an editable Word version of a complete AGM agenda.
If members will be asked to agree any special resolutions the text of every special resolution must also be included in the notice.
Special resolutions require 75% of members to agree and are used for decisions such as appointing members, changing the articles of association and any other decision in your articles that requires a special resolution.
(Bear in mind that if you have a special resolution coming up and you only have three members, the 75% requirement means that your three members must be unanimously in favour for the special resolution to pass.)
Notice of Annual General Meeting (AGM) for Malory Towers Academy Trust
Notice is hereby given that the annual general meeting of Malory Towers Academy Trust, company registration number 99999999 will be held on [time and date] at Malory Towers Academy, Blyton Road, London.
The following business will be transacted.
AGM Agenda
- Welcome
- Apologies for Absence
- Confirm Meeting is Quorate
- Declaration of Interests
- Election of Chair of AGM
- Minutes from Previous AGM
- Report from Chief Executive Officer
- Receive Annual Report and Accounts
- Appointment or Reappointment of Auditors
- Appointments or Resignations of Trustees (if needed)
- Appointments or Resignations of Members (if needed)
- Consider Proposed Changes to Articles of Association (if needed)
- Any other business
Do members approve the accounts?
No. The board of trustees approve the accounts and they are signed by the chair of trustees to indicate the trustees’ approval.
Members just “receive” the accounts. They are being told the information and invited to ask questions, not make a decision.
The accounts should have been scrutinised by the trust’s finance committee in detail and then given final approval by the full board of trustees.
Who can attend the AGM?
The members, trustees and auditors must all be invited to attend.
“The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an Annual General Meeting, shall specify the meeting as such.”
“The notice shall be given to all the Members, to the Trustees and
Model Articles of Association (June 2021)
auditors.”
The principal/CEO and the finance director usually attend as well. The clerk attends to take minutes and give procedural advice.
There is no requirement to invite local governors in a multi-academy trust, parents, other stakeholders such as trust employees or people from the local community. However, your trust could decide to invite other stakeholders if they wish.
Do we have to advertise the AGM?
No. As there is no requirement to invite anyone to the AGM who is not a member, trustee or auditor there is no requirement to advertise the AGM to anyone who is not a member, trustee or auditor.
If the trust wishes to invite other stakeholders such as parents they will of course have to advertise the AGM to those stakeholders.
Who can vote at an AGM?
Only members can vote at an AGM, because it is a members’ meeting.
Any trustees who attend cannot vote, nor can anyone else who attends like a local governor in a multi-academy trust.
What is the quorum for an AGM?
This will also depend on your own articles.
The current model articles say that the quorum is a majority of members. For example, two out of three members or three out of five.
Note that members voting by proxy count towards the quorum.
“No business shall be transacted at any meeting unless a quorum is present. A quorum is a majority of members present in person or by proxy and entitled to vote upon the business to be transacted.”
Model Articles of Association (June 2021)
However, older versions of the articles said that the quorum was just two members.
“It is now a requirement that a majority of members are present at an annual general meeting and a general meeting. In previous versions of the mainstream model articles, only two members were required to make up a quorum.”
Model Articles of Association (June 2021)
Any trustees or local governors who attend do not form part of the quorum.
How do members vote by proxy?
Members can appoint a proxy in writing using a signed document that they return to the registered company office of your trust. The form of words to use is in your articles, check articles 40 and 41. There are two ways that a proxy can behave.
A member can appoint a proxy and give them the freedom to vote however they wish. The member would have to trust their proxy’s judgement.
Alternatively a member can appoint a proxy and instruct them how to vote on each decision.
Who can act as a proxy?
The model articles allow anyone to act as a proxy, so it could be a trustee or local governor for example who was planning to attend the meeting anyway.
Who chairs the AGM?
The current model articles say that the members elect one of the members to chair the meeting. They do this via an “ordinary resolution”, which just means a majority vote in favour.
“The members present and entitled to vote at the meeting shall elect by ordinary resolution one of their number to be the chair and such election shall be binding on all members and trustees present at the meeting.”
Model Articles of Association (June 2021)
Make sure you check your own articles though, as some older versions of the articles stated that the chair of trustees must be the chair of members’ meetings.