This year I’d like to expand the range of guidance and training offered by Ask A Clerk, so I thought I’d ask you which topics or problems you find tricky and what you would like me to cover.
I have also received inquiries about offering live, one-to-one training to help newer clerks develop their confidence and knowledge, so I’m considering offering live (online) sessions for clerks in maintained schools. Is this something you might be interested in?
If you could spare two minutes to let me know what you would find useful by completing the form below I would be very grateful.
I am very pleased to launch the first Ask A Clerk training course for clerks to governors in academies!
(This course is not suitable for clerks in maintained schools. If you’re in a maintained school please consider my other training courses.)
This training is called the Academy Trust Handbook & Articles of Association course.
The course explains the rules that a clerk or governance professional needs to learn from the DfE’s Academy Trust Handbook and the articles of association (the long document that sets governance rules for your trust).
This is a pre-recorded video course so you can watch the video as many times as you like, whenever you like.
The two-hour training video comes with a written transcript, plus a study guide which summarises the key points.
What does the Academy Trust Handbook & Articles of Association course cover?
The Academy Trust Handbook & Articles of Association course talks you through the rules clerks need to learn from both the Academy Trust Handbook and the articles of association.
The course covers:
the role of members, trustees (who may be called governors or directors in your trust) and committee volunteers
how members and trustees are appointed or elected
how many members and trustees you need
how members and trustees can resign, be disqualified or be removed
the different types of trustee, eg: parent trustee, co-opted trustee, staff trustee
calculating the quorum for member meetings or trustee meetings
what happens if a meeting is not quorate
electing the chair and vice-chair
holding decisions between meetings using written resolutions
the difference between ordinary resolutions and special resolutions
how long members and trustees can serve at your trust
handling conflicts of interest and the register of interests
what governance information must be published online
how your own articles may differ from the model articles the DfE provide.
Who is this training for?
The Academy Trust Handbook & Articles of Association course is only suitable for clerks working in academies in England. That includes single academy trusts, multi-academy trusts, church academy trusts and secular academy trusts.
This course is not suitable for clerks in maintained schools, pupil referral units or sixth-form/further education colleges.
What if I’m not sure what type of school I’m in?
If you’re not sure whether the course is suitable for you send me a message including your school website and I’m happy to check before you purchase.
If you are working in an academy trust in England this course is suitable for you.
How is the course delivered?
The video is on a password-protected page on Ask A Clerk and can be watched using any web browser. The written study guide and transcript of the video are pdf files.
Once you place an order you’ll receive your password within 24 hours and a link to the training page. (If I receive the order by 6pm you will receive your password the same day.)
The video can be rewatched at any time and the pdf files can be downloaded.
How can I buy the Academy Trust Handbook & Articles of Association training?
There are two ways to purchase.
Buy by PayPal or credit/debit card. You will receive the password to the training within 24 hours. (If I receive the order by 6pm I’ll send the password the same day.)
Buy by invoice (if you order with a school email address). The invoice can be paid via bank transfer (BACS), cheque or credit/debit card. You will receive the password to the training within 24 hours of confirming you accept the invoice.
Buy the Academy Trust Handbook & Articles of Association Training Via PayPal or Credit/Debit Card (£29.99)
Click the blue button (below) to buy via PayPal or credit/debit card. You’ll receive a payment receipt immediately.
I will then email you the password to the training within 24 hours. (If I receive the order before 6pm I will send the password the same day.)
Please note this course is suitable for clerks in academy trusts only (not maintained schools, pupil referral units or sixth-form/FE colleges).
Buy the Academy Trust Handbook & Articles of Association Training Via Invoice
If you order using a school email address (eg: [email protected]) you can pay by invoice.
Please complete the form below and I will send an invoice within 24 hours. The invoice can be paid via bank transfer (BACS), cheque or credit/debit card.
Once I receive a reply from the school email address to confirm you accept the invoice I will send the password to the training within 24 hours.
Please note this course is suitable for clerks in academy trusts in England only (not maintained schools, pupil referral units or sixth-form/FE colleges).
Request an invoice for the Academy Trust Handbook & Articles of Association training (£29.99)
If you have an IT problem contact me and I will find a solution.
If you’re not satisfied with the course please contact me within seven days of purchase, tell me why you found the course unhelpful and I will refund your money.
Where can I log in to the Academy Trust Handbook & Articles of Association course?
The login page will be emailed to you when you purchase the course, along with your password. If you have forgotten these details just get in touch.
Yes. It is legal in both maintained schools and academies for a governor or trustee to sit on the same governing body as their family member or partner.
So a husband and wife (or boyfriend and girlfriend) could both be elected as parent governors at their child’s school. Or a brother and sister could both be appointed as co-opted trustees at the same academy trust.
However, there are some issues to consider if a governor has a close relationship to another governor at your school.
Local Rules On Related Governors
Although close relationships between governors and trustees are allowed by law there may be local rules that forbid it in some cases.
In maintained schools that have foundation governors your diocese or trust might refuse to appoint foundation governors who have a close link to an existing governor at your school.
In academies your academy trust might decide not to appoint related trustees or governors to the same board (check your articles of association and committee terms of reference). In a church academy trust your diocese might refuse to appoint foundation trustees/governors who are related.
Conflicts of Interest
Consider whether governors who have a close relationship have a conflict of interest in some circumstances.
Let’s say a husband and wife are both governors at Hogwarts Primary School. The board might decide that these governors have a conflict of interest if one of them is being:
elected to chair or vice-chair of the board or a committee
appointed to the board
suspended from the board
removed from the board.
If any governor or trustee has a conflict of interest they must withdraw from the meeting and not vote on that issue.
Declaration of the Relationship
Close relationships between people who serve on the same governing body must be declared on your register of interests and published online.
In maintained schools any close relationship between your governors or associate members must be declared and published online.
In academies any close relationship between members, trustees, committee members who are not trustees and local governors must be declared and published online.
Panel Membership
It may be sensible to avoid having governors with a close relationship sit on the same panel, for example a complaints panel or a pupil exclusion panel. This is to avoid any perception of bias.
Imagine you are a parent who has complained about a school. Would you think it fair if two out of three people on the governor complaints panel were married to each other?
Diverse Thinking
Consider whether governors who have a close relationship might detract from the diverse thinking needed on a board.
If you have a small board of perhaps just seven governors and two governors are married then that married couple control almost a third of the votes between the two of them!
I am very pleased to launch the third Ask A Clerk training course for clerks to governors in maintained schools!
(This course is not suitable for academy clerks.)
This third training course is called the Minutes, Agendas & Admin course. It explains how to write minutes, how to draft agendas and how to tackle admin tasks such as declaration of interests forms and publishing info on the school website.
This is a pre-recorded video course so you can watch the video as many times as you like, whenever you like.
The two-hour training video comes with a written transcript, plus a study guide which summarises the key points.
What does the Minutes, Agendas & Admin course cover?
The Minutes, Agendas & Admin course covers:
writing accurate, useful minutes
recording decisions
recording action points
summarising governor discussions
recording governor support and challenge
examples of good minutes (written by me)
examples of bad minutes (also written by me!)
how to write draft agendas
planning agendas across the year
tips on getting the most out of your agendas
publishing information on the school website
updating GIAS
induction, training and paperwork for new governors
the clerk’s role in OFSTED inspections.
Who is this training for?
The Minutes, Agendas & Admin course is only suitable for clerks working in maintained schools in England.
It is not suitable for clerks in academies (either single academy trusts or multi-academy trusts), pupil referral units or sixth-form/further education colleges.
What if I’m not sure what type of school I’m in?
If you’re not sure whether the course is suitable for you send me a message including your school website and I’m happy to check before you purchase.
If your school is a community, voluntary-aided, voluntary-controlled or foundation school (or a maintained nursery school) in England this course is suitable for you.
How is the course delivered?
The video is on a password-protected page on Ask A Clerk and can be watched using any web browser. The written study guide and transcript of the video are pdf files.
Once you place an order you’ll receive your password within 24 hours and a link to the training page. (If I receive the order by 6pm you will receive your password the same day.)
The video can be rewatched at any time and the pdf files can be downloaded.
How can I buy the Minutes, Agendas & Admin training?
There are two ways to purchase.
Buy by PayPal or credit/debit card. You will receive the password to the training within 24 hours. (If I receive the order by 6pm I’ll send the password the same day.)
Buy by invoice (if you order with a school email address). The invoice can be paid via bank transfer (BACS), cheque or credit/debit card. You will receive the password to the training within 24 hours of confirming you accept the invoice.
Discounts are available for multiple purchases of 10 courses or more. Please contact me for details.
Buy the Minutes, Agendas & Admin Training Via PayPal or Credit/Debit Card (£29.99)
Click the blue button (below) to buy via PayPal or credit/debit card. You’ll receive a payment receipt immediately.
I will then email you the password to the training within 24 hours. (If I receive the order before 6pm I will send the password the same day.)
Please note this course is suitable for clerks in maintained schools only (not academies, pupil referral units or sixth-form/FE colleges).
Buy the Minutes, Agendas & Admin Training Via Invoice
If you order using a school email address (eg: [email protected]) you can pay by invoice.
Please complete the form below and I will send an invoice within 24 hours. The invoice can be paid via bank transfer (BACS), cheque or credit/debit card.
Once I receive a reply from the school email address to confirm you accept the invoice I will send the password to the training within 24 hours.
Please note this course is suitable for clerks in maintained schools only (not academies, pupil referral units or sixth-form/FE colleges).
Request An Invoice For The Minutes, Agendas & Admin Training (£29.99)
Thank you for requesting an invoice for Ask A Clerk training. I will be in touch shortly.
What if I’m not happy with the course?
If you have an IT problem contact me and I will find a solution.
If you’re not satisfied with the course please contact me within seven days of purchase, tell me why you found the course unhelpful and I will refund your money.
Where can I log in to the Minutes, Agendas & Admin course?
The login page will be emailed to you when you purchase the course, along with your password. If you have forgotten these details just get in touch.
In maintained schools governors cannot make decisions by email. It is not allowed under the law.
In academy trusts the trustees can pass written resolutions under the model articles of association, which could be passed by email. Written resolutions of trustees must be unanimous.
The model articles also allow academy trust members to pass written resolutions. Written resolutions of members do not need to be unanimous. Whether local governors can pass written resolutions will depend on rules set by your own trust.
Decisions By Email Banned In Maintained Schools
The law for maintained schools says that decisions are made by a majority of the votes of governors present at a meeting.
“Every question to be decided at a meeting of the governing body is to be determined by a majority of the votes of the governors present and voting on the question.”
DfE advice on this law explains that governors are not able to vote in advance of a meeting because they must be present to vote. So voting by email, proxy voting or any method of voting outside of meetings is not possible.
“Members of the board and its committees must be present in a meeting to vote, but they may be present ‘virtually’.
“The requirement to be present at the meeting means that proxy voting or voting in advance of a meeting is not permitted.
“It is important that governors are present to hear and engage in the debate before casting their vote.”
The DfE says that maintained school governors are not allowed to take decisions by email because new information may be heard at the meeting and the discussion could change a governor’s point of view.
If a governor is not present to hear that discussion, either in person or virtually, they would be casting an ill-informed vote.
This means that maintained school governors cannot make any decisions via email. They cannot approve policies by email. They can’t approve the budget by email. They can’t appoint new governors by email. And they can’t take any other board or committee decision by email.
If a quick decision needs to be made in a maintained school then an extraordinary meeting can be called. In serious situations the chair may be able to use chair’s action. Governors can attend and vote virtually, as long as they are attending in real time.
Some governors I have worked with over the years have been very eager (!) to make decisions by email, so I have also checked this rule with the DfE Governance Team directly and the National Governance Association (NGA).
The DfE confirmed that decision-making by email is not possible, telling me that voting must take place during the meeting.
“We have examined the legislation: Roles, Procedures and Allowances (England) Regulations 2013 and the related guidance and we are clear that the department’s position is that voting must take place during the meeting.”
DfE Governance Team
The NGA agreed. The NGA Head of Advice explained that voting must take place “in the present” and cannot occur before or after the meeting.
“Our interpretation of the Roles, Procedures and Allowances 2013 Regulations is that the governor must be present.
“They do not have to be physically present as regulations also contain the possibility for the governing board to approve alternative arrangements for governors to participate or vote at meetings including, but not limited to telephone or video conference.
“However, our interpretation is that governors must be voting ‘in the present’, either whilst being physically present at the meeting or by joining via telephone or video conference.
“Although it is possible for academy trust boards to make decisions via written resolutions, the same option is not available to maintained school governing boards.”
To find the exact rules in your academy trust check your articles of association (for the board of trustees) or terms of reference (for local governing bodies).
The information below is based on the current DfE model articles of association (June 2021). I also have a separate article on written resolutions in academies, including some example text that can be used when drafting written resolutions.
Academy Trustees Can Make Unanimous Decisions By Email
The model articles of association allow academy trustees to pass written resolutions, including resolutions in “electronic form”, for both the board of trustees and committees of trustees.
Note that a written resolution of trustees must be signed by “all the trustees” who are entitled to vote on that issue. So if trustees want to make a decision by email it must be a unanimous decision.
“A resolution in writing, which includes a resolution in electronic form, signed by all the trustees entitled to receive notice of and vote at a meeting of trustees or of a committee of trustees, shall be valid and effective as if it had been passed at a meeting of trustees or (as the case may be) a committee of trustees duly convened and held.”
The model articles allow academy members to pass written resolutions, including by “electronic form” which could include by email.
Unlike written resolutions of trustees, written resolutions of members do not have to be unanimous. They just need to be passed by the same margin as they would if the vote took place at a members’ meeting.
So if members take decisions by email they either need to be passed by majority (for ordinary resolutions) or by 75% (for special resolutions).
“A resolution in writing, which includes a resolution in electronic form, agreed by such number of members as required if it had been proposed at a general meeting shall be as effectual as if it had been passed at a general meeting duly convened and held provided that a copy of the proposed resolution has been sent to every member.”
Local Governors Might Be Able To Make Decisions By Email
The powers of local governors are set by your own trust in the terms of reference for the local governing body. Check the terms of reference to see whether your local governors are allowed to make decisions by written resolution.
Governors should regularly go into school to conduct monitoring visits. These visits let governors check that what they are told in meetings is really happening in practice.
A common criticism in OFSTED reports is that governors have relied too much on information they hear in meetings without actually verifying it is true by seeing it for themselves.
“Governors should not just rely on information provided by the headteacher. Rather, they should…use visits to verify what they are told.”
Below you can see what the DfE Maintained Schools Governance Guide says about the purpose of school visits. The same principles apply to academies, although academy governors/trustees need to check their scheme of delegation to see what issues they are responsible for monitoring.
“Occasional visits to schools enable governors to fulfil their statutory responsibility for the conduct of the school, see whether the school is implementing their policies and improvement plans [and] see how their policies and improvement plans are working in practice.
“Focused governor monitoring visits should be in line with SIP priorities, for an identified purpose, linked to the governing body’s responsibilities, such as safeguarding [and] pre-arranged with the headteacher or executive headteacher.
“It is not the governing body’s role to assess teaching and learning or to interfere in the day-to-day running of the school.”
check that action points from the school improvement plan (SIP) or school development plan (SDP) are being tackled
check that statutory duties are being fulfilled, for example that safeguarding records are kept and concerns acted on promptly
investigate how policies are being implemented – for example, whether a new behaviour policy has been put into practice and what impact it has had
see how money has been spent and whether resources are being used effectively
talk to staff and pupils to get feedback and build relationships.
Visits will usually focus on the volunteer’s link governor role and/or the school improvement plan (SIP) (also known as the school development plan). This plan describes the current weaknesses of the school and the actions that employees and governors will take to address them.
For example, the link governor for maths might speak to the maths subject leader about their action plan to improve maths results and ask questions on the impact of that strategy.
Or the link governor for SEND could speak to the special needs co-ordinator and ask how they are addressing the SIP key priority of improving results for SEND children. They could ask for evidence that progress is being made towards that goal and investigate what barriers might make things difficult.
What do visits never cover?
Governors do not judge the quality of lessons or conduct lesson observations.
Governors can sometimes go into classrooms but they are not OFSTED inspectors. Even when governors happen to be teachers by profession their governor role does not involve judging the quality of teaching.
Governors should not try to decide whether individual children are making progress. The board needs to focus on groups of children and the bigger picture.
They should also avoid getting involved in operational matters, for example questioning why one child has been given a particular reading book or whether a lesson plan is suitable for that class.
The headteacher is the education expert. Governors hold the head to account but they cannot overrule the head on the day-to-day management of the school.
Do we need a governor visits policy?
It is not a statutory requirement to have a governor visits policy in either maintained schools or academies, because a visits policy is not listed in the DfE Governance Guides.
However, it is a good idea to at least agree some ground rules so that both staff and governors understand the purpose of visits.
Some schools call this a visits “protocol” rather than visits policy, while other schools might cover visits under their code of conduct. (The free NGA code of conduct briefly covers school visits.)
I’ve provided an example governor visits protocol on my templates and letters page. It covers issues such as how to arrange the visit beforehand, what to do if a teacher says it is not a convenient time and how often governors are expected to visit.
Can governors visit school whenever they wish?
No. Visits should be pre-arranged with the headteacher or the staff members the governor needs to speak to.
Governors should not just turn up with no notice. Staff have other commitments and pupils’ work may be disrupted. It is rather rude to pop into school unexpectedly and expect staff to drop whatever they are doing to accommodate you!
“Individual governors do not have an automatic right to enter the school whenever they wish.”
They can be, although I think most governors ask questions on the day. You could send some questions in advance if the employee prefers that, but try not to create unnecessary work for staff.
If you send in 20 questions or ask for very detailed answers the staff member may spend hours providing a written reply, which could be time better spent elsewhere.
How often should governors visit school?
This will vary according to factors such as the size of your governing body. In general it might be reasonable for governors to visit school perhaps once or twice per term.
Just for completeness I’ll mention that the clerk does not attend any governor visits or carry out visits themselves.
Can all governors visit on the same day?
They can if it’s agreed with relevant staff. Some schools hold a “governors’ day in school” (or a governors’ morning/afternoon) where all governors are invited to attend at once.
The advantage of a governors’ day is that people can discuss issues and swap ideas, so it can be particularly helpful for new governors. It can also allow governors to see several different aspects of school on the same day and gain a more rounded view of school life.
The disadvantage is it can take up a lot of staff time and be tricky for the headteacher to arrange. A governors’ day cannot replace all individual governor visits because you cannot cover all possible areas on just one day.
Can staff governors conduct monitoring visits?
They can, but should not be assigned visits that overlap with their job. This is often explained as governors not being allowed to “mark their own homework”.
For example, a staff governor who is in charge of maths must not conduct visits focused on maths, because they will be monitoring work that they have done in the first place!
However, if for example the staff governor is your IT Technician they should be able to conduct monitoring visits on maths with no problems. In a similar vein a staff governor who is a geography teacher could conduct health and safety visits.
Common Pitfalls of School Visits
It can be tricky to get governor visits right. Here are some common mistakes that governors make during school visits.
Getting involved in operational, day-to-day matters, such as parking problems or the state of carpets in a classroom. I remember one governor visit where the main topic of discussion was a cupboard shelf!
Trying to judge how good lessons are or decide how much progress children have made in their work books. Even if governors are trained educators they should not be making these judgements.
Listening to all complaints staff may have, even if they are not matters for governors. Some feedback from staff needs to be gently redirected to their line manager.
Making promises on behalf of the governing body such as “I will fix that for you”. Governor decisions are made by majority vote and other governors may not agree with you – or the governing body may have no power to make the desired change at all.
Forgetting how scary a governor visit can be for staff! This is especially true for inexperienced staff who may see governors as all-powerful or as inspectors. Visits should offer challenge to staff if necessary, but they should not intimidate employees.
Being too eager to challenge and forgetting that governors are also there to offer support. Supportive questions can be as valuable as challenging ones. What could you do differently if you had more funding? What do you feel is holding the team back from improving further and how can we help? Is there any training we could provide for you?
Not following up actions or areas of concern from previous visits. It can be useful to add actions to the action list in your minutes so they are not forgotten.
Governor Visit Form
On my templates and letters page you can download a governor visit proforma so that governors can write a report of their visits. The report needs to include:
name of the governor
date of visit
the focus of the visit, eg: “To discuss safeguarding procedures with the designated safeguarding lead”
a summary of the discussions or activities that took place
any questions or observations that need to be discussed at a governors’ meeting
next steps or actions points, eg: “Safeguarding link governor to check the training log again in three months.”
Remember that all governor minutes and papers are public unless the board marks them as confidential and even confidential papers can be requested under subject access or freedom of information requests.
Therefore you should not include names of any children in your visit reports. Staff can be named but keep reports professional and be sensitive if you are criticising staff in any way.
Reporting Visits Back to the Board
Each visit should be reported back to the governing body or the relevant committee. The clerk can distribute written visit reports with the meeting papers and the governor can summarise their findings at the meeting and ask for questions. Follow-up actions should be recorded in the minutes.
Academy trusts may wish to change their articles of association to alter the number of trustees on the board, change the balance of trustee types, adopt new DfE model articles or make other alterations to their governance rules.
This page explains how articles of association can be changed and who needs to give their permission before the amended articles come into force.
(Maintained schools do not have articles of association but may wish to change their instrument of government.)
Must we update our articles whenever new model articles are published?
No. The DfE publish new model articles on a fairly regular basis but there is no requirement to adopt new articles whenever a new model is released.
The current model articles for mainstream academies were published in 2021 but many trusts have older articles in place.
However, the DfE say it is important for trusts to “review their articles regularly and to keep them up-to-date”.
“The model articles reflect elements of charity and company law and departmental governance policy.
“We update the model articles of association from time to time to reflect developments in these areas; it is important for trusts to review their articles regularly and to keep them up-to-date.”
Over time your articles may start to conflict with the Academy Trust Handbook and best practice advise from the DfE. If that happens the trust may wish to adopt new articles.
For example, some trusts still have staff trustees in their articles despite the recommendation in the current Academy Trust Handbook that the CEO/principal is the only employee who should serve as a trustee.
How have the model articles changed over time?
I’ve listed below some requirements of the current mainstream model articles which may conflict with your own articles because the DfE recommendations have changed over the years.
The current mainstream model articles:
say that the CEO/principal should be the only staff trustee
set the quorum for members’ meetings at a majority of members (older articles set the quorum at just two members)
allow virtual meetings of both members and trustees
say that the majority of members must not also be trustees
set a requirement for a members’ annual general meeting (this used to be optional)
say documents can be signed electronically and references to documents “in writing” include electronic documents.
What if we want to adopt the new model articles but add our own amendments?
My understanding is that it’s difficult to get permission to make your own amendments to the model articles.
However, if the amendments you want to make contradict the current Academy Trust Handbook I imagine ESFA will not give permission.
Preparing To Change Your Articles of Association
Before you start the formal process to change the articles follow the steps below to prepare.
Trustees Discuss the Reasoning
Your trust board should discuss why new articles might be needed, the advantages and disadvantages of proposed changes and the impact this would have on governance.
If your trustees want to suggest changes to the DfE model articles they should produce a draft of their proposed changes to send to ESFA to see if they might be accepted.
Check Your Funding Agreement
Your trust’s funding agreement may contain wording that relates to changing the articles and whose permission you need before doing so. It’s likely that the funding agreement requires you to seek permission from ESFA.
Check If You Are Changing Your Objects
The “objects” are the charitable aims of your academy trust, found at the start of your articles. If you wish to change the trust’s objects you must seek approval from the Charity Commission, so it adds extra complexity.
In general I suspect you will not need to change the trust’s objects. They usually consist of a broad statement basically saying the trust provides education to children and hopefully you still want to do that!
Get Provisional Consent From Diocese (Church Academies Only)
If your academy trust runs any church academies you will need consent from the linked religious body named in the articles, eg: the diocese in a Church of England trust.
You should also check if your current articles of association contain article 10. If you have an article 10 this article requires you to seek permission from another party to change the articles of association, particularly in church academies.
Below is an example article 10, which says this academy trust needs written consent from the Secretary of State (which means ESFA on behalf of the Secretary of State for Education), the foundation members, the trustees and the diocese to amend their articles.
“No alteration or addition shall be made to or in the provisions of the memorandum and/or articles without the written consent of the Secretary of State and of the foundation members, the trustees and the diocesan board of education.”
Debenham High School Articles of Association (Article 10)
Get Provisional Consent From Members
For the articles to be changed your members need to pass a special resolution in favour as the final stage of the process.
A special resolution must be passed by a majority vote of at least 75%. Therefore it’s wise to to check if your members have any objections to the new articles before the formal process starts.
Procedure To Change An Academy Trust’s Articles of Association
Below is a suggested process to formally change your articles of association.
PLEASE NOTE: If you are in any doubt please seek advice from your trust’s lawyers as this is a legal process that must follow the Companies Act 2006.
1. Trustees Vote In Favour of New Articles
Send a draft of the new articles to all trustees along with the agenda for the meeting. The proposed change to the articles should be clearly listed as an agenda item.
The board of trustees must hold a vote in favour of the new articles of association at a quorate meeting, passed by the usual majority. The vote does not need to be unanimous or passed by a certain percentage of trustees.
2. Obtain Approval From Diocese or Charity Commission (If Needed)
If you are in a church trust and/or your article 10 said you needed approval from another party obtain their written approval for the proposed changes.
If you are changing the trust’s objects seek written approval from the Charity Commission.
3. Obtain Approval From ESFA
Send a copy of the new articles your trustees have approved to ESFA for their formal written approval.
4. Members Vote in Favour
If your board of trustees, ESFA and (if necessary) the diocese/other parties have all approved your new articles the final step is for your members to pass a special resolution in favour of changing the articles.
A special resolution means a majority vote of 75% or more in favour. This is a requirement of the Companies Act 2006.
“A company may amend its articles by special resolution.”
If you have just three members at the meeting this means you need all three members to vote in favour, because otherwise you only have 66% in favour or less (two out of three people or less).
This is why you should check early on that members are happy with the changes or you could be foiled by just one person!
The text of the proposed special resolution must be included in the agenda that’s sent out for the member’s meeting, together with the draft new articles. Below is some text for a special resolution you could print in the agenda.
Pursuant to the Companies Act 2006 the Members of the Company propose that the following Resolution is passed as a special Resolution.Upon acceptance of this Resolution by a 75% majority of the Company’s Members it will be passed.
SPECIAL RESOLUTION
“It is resolved that the draft articles of association attached to this Resolution be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.“
If your members pass the special resolution by 75% or more then the change has been agreed.
Congratulations! The new articles of association are officially in force.
5. Send New Articles and Special Resolution to Companies House and ESFA
The new articles of association and a copy of the special resolution must be sent to Companies House within 15 days of being approved by the members. This is a requirement of the Companies Act 2006.
“Where a company amends its articles it must send to the registrar a copy of the articles as amended not later than 15 days after the amendment takes effect.”
A copy of the new articles and special resolution should also be sent to ESFA.
6. Complete Forms CC02 and CC03 (If Needed)
If your old articles contained article 10 and you have now removed this article then you need to complete form CC02. It can be filed here.
If your article 10 said you needed consent from the DfE, diocese or other body to amend your articles you need to complete form CC03. It can be filed here.
I am very pleased to launch the second Ask A Clerk training course for clerks to governors in maintained schools! (This course is not suitable for academy clerks.)
I explain all the different types of governor and how many governors you need, translating the legal language into plain English. This is a pre-recorded video course so you can watch the video as many times as you like, whenever you like.
The two-hour training video comes with an 80-page written transcript.
It also comes with an extra video that explains the constitution of federations, plus a 28-page written study guide which helps you understand the key points of law and summarises each section.
This is the course I wish existed when I became a clerk in 2012.
This law applies to maintained schools in England.
The Constitution course covers:
the different types of governor – parent governor, staff governor, local authority governor, foundation governor, partnership governor, co-opted governor and headteacher governor
how many governors of each type you must have
how each governor is appointed or elected to the board and how ex officio governors join your board
terms of office
who is eligible for each governor position
how to hold parent and staff governor elections
how many associate members you can appoint and why you might want associate members
reasons why governors are disqualified (including criminal convictions and missing meetings)
how to remove governors from the board
the instrument of government (IoG)
why you might want to change your instrument of government
the process you must use when changing the instrument.
I’ve also included an extra video covering the constitution of federated schools. Federated schools have one governing body overseeing two or more schools.
The board of governors in a federation is composed slightly differently to the board of a single school. My extra video explains the differences to look out for in federations.
Who is this training course for?
The Constitution training course is only suitable for clerks working in maintained schools in England.
It is not suitable for clerks in academies (either single academy trusts or multi-academy trusts), pupil referral units or sixth-form/further education colleges.
What if I’m not sure what type of school I’m in?
If you’re not sure whether the course is suitable for you send me a message including your school website and I’m happy to check before you purchase.
If GIAS says your school is a community, voluntary-aided, voluntary-controlled or foundation school (or a maintained nursery school) and your school is in England this course is definitely suitable for you.
How is the course delivered?
The video is on a password-protected page on Ask A Clerk and can be watched using any web browser. The written study guide and transcript of the video are available as pdf files.
Once you place an order you’ll receive a password within 24 hours and a link to the training page. (If I receive the order by 6pm you will receive the password the same day.)
The video can be watched and rewatched at any time and the pdf files can be downloaded.
Can I see a preview of the course?
Yes – below is a section of the Constitution training video. You can also view the corresponding sections of the transcript and study guide as pdf files.
Buy using PayPal or credit/debit card. You will receive the password to the training within 24 hours. (If I receive the order by 6pm I’ll send the password the same day.)
Buy via invoice (if you order with a school email address). The invoice can be paid by bank transfer (BACS), cheque or credit/debit card. You will receive the password to the training within 24 hours of confirming you accept the invoice.
Discounts are available for multiple purchases of 10 courses or more. Please contact me for details.
Buy the Constitution Training By PayPal or Credit/Debit Card (£29.99)
Click the button below to buy via PayPal or credit/debit card. You’ll receive a payment receipt immediately.
I will then email you the password to the training within 24 hours. (If I receive the order before 6pm I will send the password the same day.)
Please note this course is suitable for clerks in maintained schools only (not academies, pupil referral units or sixth-form/FE colleges).
Buy the Constitution Training Via Invoice
If you order using a school email address (eg: [email protected]) you can pay by invoice.
Please complete the form below and I will send an invoice within 24 hours. The invoice can be paid via bank transfer (BACS), cheque or credit/debit card.
Once I receive a reply from the school email address to confirm you accept the invoice I will send the password to the training within 24 hours.
Please note this course is suitable for clerks in maintained schools only (not academies, pupil referral units or sixth-form/FE colleges).
Request An Invoice For Constitution Training (£29.99)
Thank you for requesting an invoice for Ask A Clerk training. I will be in touch shortly.
What if I’m not happy with the course?
If you have an IT problem at any time after buying just contact me and I will find a solution.
If you’re not satisfied with the course please contact me within seven days of purchase, tell me why you found the course unhelpful and I will refund your money.
Where can I log in to the course?
The login page will be emailed to you when you buy the course, along with your password. If you’ve lost your login details just get in touch and I’ll resend them.
Where are the pdf versions of the Governance Guides?
The DfE have not released pdf versions of the Governance Guides. However on 19 November 2025 they published updated versions of the Guides which are easy to convert to pdf.
To save a guide as a pdf in Windows follow the link above to either the Maintained Schools Governance Guide or the Academy Trust Governance Guide. Once you have opened the Guide you want to save press control+P and choose “save to pdf”.
Have the School Governance Regulations or the Academy Trust Handbook changed?
No.
In maintained schools there are no changes to the School Governance (Roles, Procedures and Allowances) (England) Regulations 2013 or the School Governance (Constitution) (England) Regulations 2012.
In academies there are no changes to the Academy Trust Handbook
What has changed from the old Governance Handbook?
First let’s look at changes that appear in both versions of the Guide, so apply to both maintained schools and academies.
The DfE have introduced “musts” and “shoulds” into the Guides. The musts are in bold and indicate mandatory requirements. The shoulds indicate minimum good practice, but schools can choose not to follow them if they can show they have a better approach.
A big change is that the DfE Statutory Policies list has been withdrawn. A slimmed down list of statutory policies now appears as the final section of both Governance Guides.
“Live” documents have all been removed from the policies list, including the pupil register, single central record, register of governor interests and school information published on a website. However, every school still needs to keep and update all these documents or web pages.
Strangely the policies list no longer tells you which policies can be delegated to committees or individuals, it just suggests reading every piece of guidance that relates to every single policy. I hope they reinstate the delegation details shortly…
Here are other changes that apply to both versions of the Governance Guide.
New signposting to resources for link governors who cover SEND, safeguarding and careers (para 2.3 maintained, para 2.3 academies).
The DfE Clerking Competency Framework has been withdrawn. Instead the DfE link to the Chartered Governance Institute’s Competency Framework for Governance Professionals (para 4.8 maintained, para 4.5.1 academies).
New advice that it “may be helpful” to publish the clerk’s contact details on your website (para 5.7.2 maintained, para 1.1.6 academies).
New advice that at least one governor/trustee should complete cyber security training (para 7.7.3 maintained, para 7.9.3 academies).
New advice that governors/associate members in maintained schools and trustees/local governors in academies read Part 2 of Keeping Children Safe in Education. This is odd because the old Governance Handbook said “Boards should ensure they read and have regard to” KCSIE, which I thought meant they need to read it all. Many LAs recommend boards read it all (para 7.8 maintained, para 4.7 academies).
And now let’s look at changes which are specific to either the maintained school version of the Governance Guide or the academy version.
If you spot any changes I’ve missed I would be hugely grateful if you could get in touch and I will update this page as needed.
Maintained Schools Governance Guide – What’s New
New requirement that the board must “assure itself that the headteacher reports to it as required” and headteacher’s reports include information on delegated duties, advice to governors and complying with any reasonable direction of governors (paragraph 3.1).
New advice that governors do not have an automatic right to enter the school whenever they wish (paragraph 3.3.3).
New advice that school visits should be in line with SIP priorities and for an identified purpose linked to the board’s responsibilities such as safeguarding (paragraph 3.3.3).
Confirmation that maintained school governors do not need right to work checks (paragraph 4.3.3).
A new section on chair’s action, which is the chair’s power to take decisions alone in emergencies (paragraph 4.5.1). This power was mentioned in the old Governance Handbook but they didn’t call it chair’s action.
New advice that if you have joint headteachers in a job share the co-heads only have one vote between them, not one vote each (paragraph 4.6).
Confirmation that the board must listen to the clerk’s advice (paragraph 4.8). This requirement was already in the Roles, Procedures and Allowances Regulations 2013 but it’s good to see it here too.
New advice that the clerk receive an appraisal conducted by the chair (paragraph 4.8.1).
Academy Trust Governance Guide – What’s New
References to the three core functions of governance have been removed and replaced with the definition of purpose from the Academy Trust Handbook: strategic leadership, accountability and assurance and strategic engagement (paragraph 2.2).
Local governing bodies (LGBs) in multi-academy trusts are now called local committees. In practice LGBs have always been committees of the trust board, but I guess they wanted to make this more obvious (paragraph 4.3.5).
Withdrawn Publications
The DfE have withdrawn all publications below. These have either been merged into the new Governance Guides or the Guides provide links to similar documents from external providers.
Yes. The Schools Financial Value Standard (SFVS) must be completed each year by maintained school governing bodies. (Academies do not have to complete it.)
The SFVS is a checklist that helps boards check they are following good financial practices and managing resources effectively.
It must be approved by the full governing body.
Doesn’t the SFVS document say it can be approved by a committee?
No, not in the sense of a normal governor committee with delegated power.
The first page of the SFVS document asks schools to record the date it was approved by either the full governing body or the “management committee”.
“Date SFVS agreed by full governing body/management committee.”
A “management committee” is not a standard governor committee with delegated power, for example a finance committee or an educational standards committee.
A management committee is the equivalent of the full governing body in a pupil referral unit (PRU). If you look at documents like Keeping Children Safe in Education they refer to governing bodies and “management committees” when they talk about the full board of maintained schools.
Therefore, in all maintained schools the SFVS needs approving by the full board. It cannot be delegated.
Who should complete the SFVS?
It is up to each board to decide who actually fills out the SFVS form before the full board approve it.
In the schools I have worked for either the chair or finance link governor might come into school to complete the form with the help of the school business manager.
Alternatively, governors who sit on the finance or resources committee have completed the form together before scrutinising it carefully at their committee meeting and recommending approval to the full board.
Questions on the SFVS remain similar from year to year so it’s helpful to check the answers to last year’s SFVS before completing the new one.
What is the deadline for submitting the SFVS?
It is usually 31 March each year, but check the DfE website to be sure. Your LA may set a slightly earlier deadline which your school business manager (or equivalent finance officer) should know.
Does the SFVS need to be signed?
Yes. The first page of the SFVS asks for a signature from the chair of the governing body (or the chair of the management committee in a PRU) to confirm the full board have approved the document.