Yes. There is no reason why you cannot volunteer for both the school’s governing body and the parent teacher association (PTA).
The National Governance Association (NGA) have remarked on this in the PTA+ magazine and confirmed that being a governor and a PTA member is perfectly fine.
“Having someone on the board who is also part of the PTA can be a good opportunity for the governors to engage with parents and bring in that parent’s perspective, but they aren’t there as a representative of the PTA.”
The only problem that might arise would be a conflict of interest. This is where the interests of a particular person may conflict with the interests of the governing body as a whole. This happens when someone could stand to benefit from their position as a governor, for example by receiving money.
A separate article looks at conflicts of interest in detail, but being a member of the PTA is unlikely to lead to a conflict because both the PTA and the governing body are working to benefit the school and decisions on how to spend PTA money are not made by governors. The PTA is a charity in its own right and is run by its own trustees.
Governors do make decisions about how the school budget is spent but any money raised by the PTA is not included in that budget. Parentkind gives advice on running PTAs and they confirm that it is PTA members, not the headteacher or governors, who decide how PTA money is spent.
“As PTA funds belong to the PTA (and not to the school) it’s the PTA elected committee members’ decision on how they are spent.”
There is also a rule that says governors must not take part in discussions if a “fair hearing” is required and they may not be impartial.
Again, this is unlikely to occur just because of your PTA membership, unless perhaps a serious complaint had been made about the PTA or one of its members. (Minor complaints would not be heard by governors.) If a serious complaint occurred you should not be involved in the investigation or decision-making.
If there is any dispute at a meeting as to whether a conflict of interest exists or not governors can vote on the issue and decide this among themselves.
What the law says about conflicts of interest
The following quote explains the conflict of interest laws which apply to all maintained schools. This law does not apply to academies but they will have similar wording in their articles of association that restrict how they can govern.
“Where in relation to any matter—
(i) there may be a conflict between the interests of a relevant person and the interests of the governing body,
(ii) a fair hearing is required and there is any reasonable doubt about a relevant person’s ability to act impartially, or
(iii) a relevant person has a pecuniary interest,
that person, if present at a meeting of the school at which the matter is the subject of consideration, must disclose his or her interest, withdraw from the meeting and not vote on the matter in question.”
The DfE does not define what it means by exceptional circumstances, but it might apply to a school that is struggling with its OFSTED rating and is in need of experienced governors, for example.
If you do decide to join the governing body of more than one school the details of all your governor roles must be published on the website of all your schools.
Can you be the chair of governors at two schools?
Yes. There are no rules that prevent someone from being the chair of governors at two different schools, or even at three or four (although as mentioned above the DfE does not advise governing in more than two schools in most cases).
The only concern might be whether the chair had sufficient time and energy to devote to multiple schools, but that would depend on their own circumstances.
Can a teacher be a governor at a different school?
Yes. Teachers, headteachers and other school employees are free to become governors at another school.
In fact, this is actively encouraged by the National Governance Association who run an Educators on Board scheme to persuade school employees to govern elsewhere.
The school governing body gets the benefit of the governor’s experience in education and the governor receives useful continuing professional development (CPD) from seeing how another school board works.
It is possible that a conflict of interest could arise, but any governor can experience a conflict and in most cases these can be easily managed by removing a specific governor from the decision-making for that issue.
For example, say a headteacher was a governor at another school. If governors were forming an interview panel to hire a deputy headteacher and a teacher from the head’s own school applied, the headteacher would not be allowed to sit on the interview panel.
For the bulk of the work governors do, however, it would not matter that a governor worked for another school.
The instrument of government sets out the constitution of a maintained school’s governing body. This means how many governors of each type the school has and the length of their terms of office if they are not the default four-year term.
It is sometimes referred to as the instrument of governance, probably just because that sounds like a more natural name, but its correct title as used in law is instrument of government. It’s also called the IoG for short.
Here’s an example of an instrument of government from a community school.
The information that the instrument must contain is set out in section 28 of the Constitution Regulations 2012. All instruments of government must contain the following information:
the name and category of school, eg: Malory Towers, community school or Malory Towers, foundation school
whether the school has a foundation and whether the school is a “qualifying” foundation school
the name of the governing body, usually just “the governing body of Malory Towers Primary School”
the number of governors of each type: parent, local authority, staff, headteacher, co-opted, foundation or partnership
the total number of governors. There is no maximum number of governors, but the minimum number is seven
the term of office of any category of governor, if less than four years. The minimum term of office for any governor is one year
whether the term of office for any governor of a particular category may be determined by those appointing that governor
for foundation schools, the name of anyone who can appoint governors (and the basis on which appointments are made if more than person can appoint)
for foundation schools, details of any ex officio governors (governors whose role comes with their office, such as parish priest) and who can remove these governors
for foundation and voluntary schools with a religious character, a description of the religious ethos of the school
for federated schools, the names and categories of each federated school and for faith schools in a federation “a single description of the religious ethos of each such school”
the date the instrument of government takes effect.
Headteachers can choose not to take up their place on the governing body (officially they would need to resign as a governor) but they can also choose to withdraw their resignation at any time, so a place must always be available for them.
All maintained schools must have places for the headteacher, one staff governor only, one local authority governor only and as many co-opted governors as are considered “necessary”. A separate article explains more about the different types of governor.
Schools that are not joined together in a federation, ie: all single schools, must also have at least two parent governors.
All federated schools must have places for each headteacher from the federation and only two parent governors. (The requirement for two parent governors comes from a 2016 amendment; note that the original 2012 law required one parent from each federated school.)
Foundation and voluntary-aided schools must also comply with additional laws which depend on your specific type of school. They are set out in section 14 of the Constitution Regulations 2012 (or section 22 of the Federation Regulations 2012 if your school is part of a federation).
A copy of the instrument must be given to every governor and the headteacher, whether or not the head is a governor.
Are associate members listed in the instrument?
No, associate members do not appear in the instrument of government. There is no limit to the number of associate members a board can appoint and you can increase or reduce the number of associate members without changing the instrument.
Where can I find the instrument of government?
The clerk to governors should have a copy. If the clerk can’t find one the chair, vice chair or headteacher may have a copy. If no-one at the school can locate a copy the governor services department of the local authority will be able to provide one.
Does the instrument of government need to be reviewed annually?
No, there’s no need for governors to review or approve the instrument annually. However, it is sensible to review it occasionally, perhaps every few years, to consider whether you have the ideal number of governors of each type for your current circumstances.
Must the instrument of government be on the school website?
No, there’s no requirement to publish the actual instrument itself, but you do need to publish information about governance including the names of all governors and who appointed them. A separate article covers what needs to be published online.
How do we amend the instrument of government?
The instrument of government can be amended at any time to add or remove governors or change the number of governors in a category. Because this means changing the constitution of the board this process is known as reconstitution.
If you wish to reconstitute governors should give their approval to change the instrument of government at a full governing body meeting. Schools with foundation governors will also need the approval of those governors, trustees of any foundation and their local diocese or other linked religious body.
“In the case of a school with foundation governors, the governing body must not submit a revised draft unless it has been approved by the foundation governors; the trustees of any foundation relating to the school; the appropriate diocesan authority; and in the case of any other school designated as having a religious character, the appropriate religious body.”
If two or more schools are forming a federation, where one governing body oversees multiple schools, the governing bodies that are merging prepare a draft instrument jointly.
The clerk should then submit the new draft instrument to the local authority, together with the minutes of the meeting when the amendments were approved. The LA will approve the changes if they conform with the law.
One tip is to choose an even number of governor positions in your constitution because this makes it slightly easier to be quorate, for which you need 50% of governors (excluding vacancies).
For example, if you have ten governors on the board the quorum is five, but if you have nine governors the quorum is still five because figures must be rounded up.
Remember that in many cases applicants will qualify for more than one governor type, so if you have no parent governor vacancies and an eager parent wishes to join the board they can fill a co-opted vacancy, for example.
Does the instrument need to be sealed?
Yes, the LA will “seal” the instrument when they approve it by placing a mark on the approved version. They will also add some rather grand text and a signature to confirm this, for example: “The common seal of Southampton City Council was hereunto affixed this 18 May 2021 in the presence of [signatory].”
A casting vote is used to break the deadlock if a vote is tied, giving one governor or trustee the right to vote twice.
In maintained schools the governor who is chairing the meeting has a casting vote, whether they are the actual chair of governors or acting as chair for one meeting only.
The rule on casting votes at full governing body meetings comes from section 14 of the Roles, Procedures and Allowances (England) Regulations 2013, quoted below.
“Where there is an equal division of votes the chair, or as the case may be, the person who is acting as chair for the purposes of the meeting (provided that such person is a governor), will have a second or casting vote.”
Section 26 of the same law confirms that casting votes are also available at committees to “the person acting as chair for the purposes of the meeting, provided that such person is a governor”.
Maintained schools should note that governor panels that consider some staffing matters have no casting vote for chair and these are explained below. Casting votes in maintained schools can also only be used by governors, not associate members.
In academies the trustee chairing a meeting of trustees has a casting vote, whether they are the actual chair of trustees or acting as chair for one meeting.
“Where there is an equal division of votes, the chair of the meeting shall have a casting vote.”
Maintained schools should be aware that when they set up panels to consider a number of staffing functions the chair of that panel has no casting vote.
A casting vote is not available at any panel that is considering:
the appointment of school staff
grievances
the conduct and discipline of staff
capability of staff
the suspension or dismissal of staff.
(I have called these groups “panels” rather than committees because schools tend to refer to groups of governors involved in these staffing functions as panels.)
“This part does not apply to any committee established by the governing body to exercise functions relating to the appointment, grievance, conduct and discipline, capability, suspension or dismissal of individual members of the school staff.”
In practice chairs may wish to avoid using their casting vote. Many decisions of governing bodies are taken unanimously or with a clear majority and a decision that splits the board down the middle may need further discussion and exploration.
North Yorkshire Governor Services advise that the chair should try to avoid changing the status quo with a casting vote because it would mean the change did not have the support of enough governors.
“Legally this vote can be cast at the total discretion of the chair but there are conventions that if a board is equally divided, the chair should not change the existing position. This is because there are insufficient members who positively want change.
“To carry through changes requires a united front with a commitment to the change and its implementation. The proposal may then be debated again when there is a fuller attendance or after members have had time to consider the matter further.
“This view has much to commend it. A half supported and perhaps hasty change could lead to divisions and recriminations if the matter subsequently goes awry.”
No. The law for maintained schools only allows governors to use a casting vote. Associate members are not governors and are not listed on a school’s instrument of government.
Associate members can never vote at meetings of the full governing body but they can be granted votes on committees and are also allowed to chair committees.
“Where there is an equal division of votes the chair, or as the case may be, the person who is acting as chair for the purposes of the meeting (provided that such person is a governor), will have a second or casting vote.”
If a vote was tied at a committee meeting and the chair was an associate member you would need to either continue the discussion until a committee member changed their vote or postpone the decision to the next committee meeting. You could also refer the decision to a full governing body meeting instead.
Some academies may also use the term “associate member” for someone who is a committee member but not a trustee. The rights of these people will be dictated by your own articles of association.
Does the chair of an academy members’ meeting have a casting vote?
No. The model articles of association (June 2021) do not give the chair of a members’ meeting a casting vote, only the chair of a trustees’ meeting.
(Academy members should not be confused with associate members. Academy members are the small group of people who are equivalent to company shareholders and attend the annual general meeting but do not take part in most governance duties.)
Does the chair of a local governing body have a casting vote?
The rules for each local governing body in a multi-academy trust are set by the trust itself, so check the terms of reference for that LGB to see whether a casting vote is available.
Statutory guidance for all schools states that schools should have link governors for a) safeguarding, including the Prevent duty and b) special educational needs and disabilities (SEND).
Statutory guidance for secondary schools says secondaries should have a governor with responsibility for careerseducation and guidance.
This page explains how link governors work in practice and includes role descriptions for some common link areas.
What do link governors do?
The term “link governor” is not used in law, but schools use it to mean a governor who takes a particular interest in an area of school life and may take on related responsibilities. They are sometimes referred to as governor “portfolios” or lead governors.
For example, a link governor for safeguarding could meet the designated safeguarding lead (DSL) to discuss policies and an SEND governor could keep an eye on the progress of SEND children compared to their peers.
As well as assigning link governors to areas likes safeguarding, the pupil premium or health and safety you can also consider assigning governors to subject areas such as maths or English. These governors can liaise with subject leaders, monitor progress and report any concerns back to the governing body.
How are link governors appointed?
There is no formal process you need to follow when appointing link governors. The usual practice would be for appointments to be agreed at a meeting of the full governing body.
Can a staff governor be a link governor?
Yes. There are no formal restrictions on which governors can fulfil which link role. Staff governors can be link governors, as can parent governors and any other type of governor. Roles should be assigned according to the skills of each person.
However, when appointing school employees as link governors the board needs to consider whether the role will clash with their day job. For example, if the employee is the designated safeguarding lead (DSL) they cannot reasonably be the safeguarding link governor because they would be monitoring their own work.
Link Governor Report Template
A template that link governors can fill in to report back to the board is available on my templates and letters page.
Governors will often visit the school to meet with a specific member of staff or focus on one aspect of the school, eg: health and safety. They would then write up their findings, highlighting any questions or concerns arising from the visit and any actions that staff or governors need to take as a result.
Safeguarding Link Governors
Schools should have a governor who is responsible for safeguarding/child protection. This recommendation is set out in the statutory guidance Keeping Children Safe in Education which applies to both maintained schools and academies.
“Governing bodies and proprietors should have a senior board level (or equivalent) lead to take leadership responsibility for their school’s or college’s safeguarding arrangements.”
The DfE explain at the start of Keeping Children Safe in Education that “We use the term ‘must’ when the person in question is legally required to do something and ‘should’ when the advice set out should be followed unless there is good reason not to.”
This means that although there is no legal requirement to have a safeguarding link governor, schools may be challenged if they do not have one in place.
What questions should a safeguarding governor ask?
For example, the safeguarding governor should monitor whether safer recruitment processes are effective, whether pupils feel safe at school and whether online safety is considered.
Should the safeguarding governor check the single central record?
There is no need for governors to personally check the SCR. This was confirmed by OFSTED’s Chief Inspector Amanda Spielman in 2019 who suggested that governors should take more of an overview of safeguarding rather than drilling down into the fine detail.
“As governors and trustees, you are responsible for making sure that safeguarding procedures are properly followed in schools. But that doesn’t mean you have to go through your school’s central record yourself.
“You need to make sure the overarching culture is right. What is your school doing to identify children that may be at risk of harm? How is your school helping those children and fulfilling its duties? This, too, is when it’s more helpful to look up at the big picture, rather than down into the detail.”
This was also confirmed by OFSTED’s Deputy Director for schools in the following video.
So governors should be asking questions to make sure the SCR is in place, up-to-date and that it is being checked and monitored, but they do not need to do the checks themselves.
SEND Link Governor
The DfE Code of Practice on SEND states that there should be an SEND governor or committee. The Code is statutory guidance that applies equally to both maintained schools and academies.
“There should be a member of the governing body or a sub-committee with specific oversight of the school’s arrangements for SEN and disability.
“School leaders should regularly review how expertise and resources used to address SEN can be used to build the quality of whole-school provision as part of their approach to school improvement.”
Statutory guidance on careers says that secondary school boards should have a link governor who is responsible for “careers education and guidance” and who “encourages employer engagement”. The guidance applies to both maintained schools and academies.
“Every school and college should have a member of their governing body who takes a strategic interest in careers education and guidance and encourages employer engagement.”
Is a link governor solely responsible for their area?
No. The link governor takes a special interest in an area but the governing body retains overall responsibility. If for example the school is failing to safeguard children properly that may be partly the fault of the safeguarding link governor, but it is the governing body itself that is ultimately to blame as they have collective responsibility.
The board should agree the link governor’s remit in advance. They should also ask each link governor to regularly report back to the board on their work so that it can be monitored.
Do link roles need to be published online?
No. Requirements for what schools must publish online do not say that link roles of individual governors must be published on the school website, but a school may wish to publish them anyway.
Do special schools need an SEND link governor?
The requirement to have an SEND link governor comes from chapter 6 of the SEND Code of Practice, a chapter “aimed mostly at mainstream schools”, so I believe this requirement does not apply to special schools.
This question came up in an online clerking forum I belong to and the majority of special school clerks said they do not have an SEND link governor because all their governors are focused on SEND.
This seems logical and mirrors the fact that only mainstream schools need special educational needs co-ordinators (SENCOs), because of course all staff in a special school are focused on children with special needs.
“Governing bodies of maintained mainstream schools and the proprietors of mainstream academy schools (including free schools) must ensure that there is a qualified teacher designated as SENCO for the school.”
From Birmingham LA. Duties of the safeguarding governor include:
ensuring that all staff are briefed on and follow the school’s safeguarding and child protection policy
ensuring that temporary staff and volunteers are made aware of the school’s arrangements for safeguarding and child protection and their responsibilities
ensuring there is a whole school approach to online safety that is set out in the school’s policy
ensuring that the section 175 Safeguarding Self-Assessment Tool is completed annually.
ensuring the school has given thorough thought to how mental health and wellbeing can be embedded in the curriculum and other school activities
working with the school to complete an audit of their current provision to understand other areas it could be incorporated
acting as the point of contact on the governing board for the staff member(s) tasked with overseeing mental health and wellbeing provisions within the school
ensuring mental health and wellbeing is discussed in committee meetings and as an agenda item in full governing board meetings.
For maintained school governors the default term of office is four years, but the school can choose to use any term between one and four years.
For academies the model articles of association (June 2021) contain a default four-year term of office for trustees, but they allow academies to choose a shorter term of office for any trustee except parent trustees.
Governors whose role comes with their job (known as “ex officio” governors, which means “by virtue of the office”), such as the headteacher and some foundation governors, lose their place on the governing body automatically when they leave their job. Ex officio foundation governors can also be removed by the body that appointed them.
Governors are volunteers and can resign before their term of office ends. They can also volunteer for another term of office after their current term ends, but they must be either re-elected or reappointed (depending on their governor type).
The Law For Maintained Schools
The law explains that the default term of office is four years, but different types of governor or even individual governors can be assigned shorter terms if you wish (with a minimum one-year term).
“A governor holds office for a fixed period of four years from the date of that governor’s election or appointment.
“The instrument of government may, in relation to a particular category of governor specify a term of office not being a period of less than one year or more than four years.”
The 2012 constitution regulations were amended in 2015 to say that a shorter term of office could now be applied not only to a specific category of governor (eg: all co-opted governors) but also to any individual governor within that category (eg: Bob the co-opted governor).
“The instrument of government may, in relation to a particular category of governor—
(a) specify a term of office not being a period of less than one year or more than four years; or
(b) set out that the term of office for any governor within that category may be determined by those appointing the governor, not being a period of less than one year or more than four years.”
For example, you could set a term of office of two years for parent governors and three years for co-opted governors, or a term of one year for Miss Alicia Johns the parent governor.
To change the length of a term of office a maintained school must edit its instrument of government, have it approved at a full governing body meeting and then signed off by the local authority. (In some schools it will also need approving by a body such as the diocese or foundation.)
In practice there may be little benefit in setting terms shorter than four years. If you are having problems with a particular governor/trustee they can be removed either by the governing body itself, the local authority or the body that appointed them, depending on the category of governor that they fall into.
If someone is simply not turning up to meetings they can be disqualified after six months.
What is the term of office for associate members?
Associate members in maintained schools serve the same default term of four years, with the option of any term between one and four years.
“An associate member may hold office for a period of four years, or such shorter period (not being less than one year) as may be determined by the governing body at the date of the appointment.”
Check your own articles of association, but the current model articles (June 2021) include a four-year term of office for academy trustees.
However, the model articles allow a shorter term of office for any trustee except parent trustees. The trustee themselves can shorten terms of office for co-opted trustees.
Articles also explain that terms of office do not apply to ex officio trustees, where the role of trustee comes with a person’s job.
“The term of office for any trustee shall be four years, save that this time limit shall not apply to any post which is held ex officio.
“The term of office may be shorter than four years for any trustee except for parent trustees, if the members (or in the case of a co-opted trustee, the trustees) determine this at the time of appointment of such trustee.”
Terms of office for anyone who sits on an academy committee, including local governors in a multi-academy trust, are set by each trust and can be found in the terms of reference for that committee.
What is the term of office for academy members?
Academy members do not have fixed terms of office. They have an appointment date but no “expiry” date, so they carry on until they resign or are removed by the other members.
Start Dates For Terms Of Office
The start date for a governor or trustee’s term of office will be either the date they were appointed (the date of the meeting when governors voted in favour of the appointment) or the date of election (the final day that votes could be cast).
If no election was needed because there was only one candidate and the governor is elected unopposed, the start date will be the deadline for volunteers to express an interest.
What if a governor changes category?
If a governor moves from one category to another, for example a parent governor becomes a co-opted governor, they start a new term of office.
This was clear in statutory guidance for maintained schools published in 2015 in a section that covered how to reconstitute your board (change the number of governors in each category). Maintained schools had to reconstitute by 1 September 2015 so that all their governing boards complied with the latest governance law.
“Governors remaining within the new structure in their current category will continue to serve out their term of office. For those newly appointed or re-appointed to a different category, a new term of office will start.”
Old Version (2015) of Constitution of Governing Bodies of Maintained Schools: Statutory Guidance
Unfortunately the DfE do not include this useful advice in the current version of their constitution guidance, but I guess it is just common sense. Although all governors have the same aims they are elected or appointed to the board in different ways and their terms of office should be linked only to their current governor role.
Model articles for academies do not say what should happen if a trustee or local governor changes role but it would be reasonable to restart their term of office.
What happens at the end of a term of office?
Governors and trustees can volunteer for a further term of office if they wish but cannot automatically continue in their role; they need to be either re-elected or reappointed.
It is good practice to vote to reappoint governors in advance, before their term of office expires, so that there is no break in their term. For elected governors you can plan the election in advance so that any new governor can immediately replace the old one.
Rules For Maintained Schools
In a maintained school co-opted governors will need the board to vote in favour of reappointing them for another term, as will associate members.
Local authority governors will need to be nominated again by the LA and then voted onto the board by governors. Foundation and partnership governors can be re-appointed by the body who appointed them the first time (for example, the local diocese).
When parent governors finish their term of office all parents must be made aware of the vacancy and given the opportunity to stand in an election, voted on by fellow parents. If there is only one volunteer they are elected unopposed. If there are no volunteers then maintained schools can appoint a parent of a former registered pupil or a parent of any child of compulsory school age or below, in that order of preference.
Staff governors are dealt with in the same way as parent governors – all staff are made aware of the vacancy and then a vote is held so employees can elect their preferred candidate.
Community or foundation special schools can appoint the parent of a former pupil, a parent of a compulsory school-age (or below) child with special needs of the type that the school caters for, or a parent of an SEN child who is over compulsory school age, in that order of preference.
Rules For Academies
In an academy the model articles say co-opted trustees are reappointed by a vote from the current trustees who are not co-opted trustees themselves. Any trustees appointed by the foundation or sponsor body of the academy can be reappointed by that body.
Parent trustees are elected by parents, but the model articles give trustees the power to appoint parent trustees if there are no candidates for election. The trustees also appoint most committee members, including local governors, although local governing boards in multi-academy trusts may have elected parent roles too.
Some academies may have local authority governors that are appointed by the LA; check your academy’s articles of association to be sure.
Is there an overall limit on how many years a governor can serve?
No. There are no limits on how many terms of office a governor can have, as long as they are correctly re-elected or reappointed each time (or they are ex officio governors with no term of office at all). Governors could in theory serve on the same governing body for decades.
However, the National Governance Association recommends that governors do not stay at the same school for more than eight years in total.
This is to ensure that there are new ideas and skills being brought to the school and that no individual builds up too much power or influence just because they have been a fixture at the school for many years.
“Governing on the same school’s board should be limited to eight years.”
Does being elected as chair extend a governor’s term of office?
No. A term of office as chair or vice-chair is separate to a governor’s term of office as a particular type of governor.
For example, if Bob was elected as a parent governor in January 2020 for a four-term of office and is then elected chair of governors for one year from September 2020, his term of office as parent governor still runs to January 2024. His term of office as chair runs out in September 2021.
You do need to remember that a governor cannot, of course, be chair or vice-chair if their term of office as a governor expires and they are no longer on your governing body. So if Bob was elected chair one month before his term of office as a parent governor expired and he then lost the parent governor election to another candidate, the board needs to elect a new chair.
Can terms of office be backdated?
No. If a term of office expires and no-one notices you cannot simply reappoint the governor at your next meeting and backdate their term. Any decision made at a meeting requires a quorum and if someone is not a member of the governing body at the time of the vote they cannot count towards the quorum.
If you have accidentally let a term of office expire the clerk should check that any recent meetings were still quorate without counting that governor. If meetings were not quorate any decisions made are not valid and should be voted on again.
Similarly, if the term of office for the chair has expired the clerk should check that the chair has not used their powers (specifically chair’s action and use of a casting vote) as these decisions will not be valid.
Remember though that the chair’s term of office is separate from their term of office as a governor, so unless their governor term has run out too they will still form part of the quorum.
If a school joins an academy trust do terms of office restart?
This is decided by each trust. The trust may wish to reset terms of office so they start from the day the school converted to an academy, or they may wish to keep existing terms of office.
The disadvantage of resetting terms of office is that it means all terms will run out on the same date, but it is up to the trust to decide. They may wish to keep terms of office for elected parents and staff but reset them for appointed roles, for example.
The short answer is that if you are age 18 or over, have no criminal convictions, have not been disqualified from being a company director or charity trustee and have not received specific sanctions relating to debt then you are eligible to be a school governor.
If you have a criminal conviction you may still be eligible, depending on the nature of the crime. There are no set qualifications needed in terms of GCSEs, A-levels or formal education and you do not need to have children unless you wish to be a parent governor.
From my experience of governor meetings I would say that you may struggle if your English skills are not great or you have trouble reading lots of long documents. You should also be fairly confident as your role will include asking some tough questions of school leaders.
The long answer is that there are a long list of circumstances which make you ineligible, with most relating to criminal convictions; see the base of this page for the complete list.
If you do have a conviction bear in mind that all potential governors must have an enhanced disclosure and barring service (DBS) check so these convictions will be seen by any school that appoints or elects you to its governing body. If you refuse the request for a DBS check you will be automatically disqualified and cannot become a governor or academy trustee.
As well as running a DBS check on you, schools will usually ask you to sign an application form stating that you do not meet any of the disqualification criteria below.
Once you become a governor or trustee you will also be disqualified if at any point you fail to attend meetings for a period of six months, unless the governing body has given you special permission to miss that many meetings.
This page relates to the disqualification criteria for joining the governing body as a whole, but you will also need to meet the criteria for the type of governor role you are interested in.
For example, if you wish to be a parent governor in a maintained school you cannot work at the school for more than 500 hours per year and you cannot be an elected member of the local council. A table below shows who is eligible for each governor category in a maintained school.
There used to be a provision in the law, listed under the rather insensitive title of Mental Disorder, that anyone detained under the Mental Health Act 1983 (known as “being sectioned”) was also disqualified.
However, that rule no longer applies under the current constitution regulations which came into force in 2012. Model articles of association for academies (June 2021) still disqualify trustees who are incapable of “administering their own affairs” through illness or injury.
Do school governors need references?
You may be asked to provide references, but to be honest this probably depends on how difficult the school finds it to get volunteers. If they have many applicants they may request references; if you are the only person interested they may not.
Eligibility for Different Maintained School Governor Categories
The table below lists the different types of maintained school governor and shows who is eligible in law to become a governor in each category. (Rules are not so clear-cut for academies and will differ from trust to trust.)
All volunteers must also be checked against the disqualification criteria list in the next section.
The table shows that, for example, a parent of a current pupil can be the staff governor if they are also a school employee, but they can never be a partnership governor.
Note that anyone can legally be a foundation governor, but as these roles are commonly found in faith schools there will usually be requirements set by the linked religious body, eg: volunteers must be practising catholics.
(I’ve referred to a volunteer who meets the “500-hour rule” in the table to save space – this means that to qualify for that role the volunteer cannot work for the school for more than 500 hours per year.)
Parent of Current Pupil
School Employee
General Public
Staff Governor
Yes, if they are also a school employee
Yes
No
Elected Parent Governor
Yes, if not elected LA member and meet 500-hour rule
Yes, if child attends the school, not elected LA member and meet 500-hour rule
No
Appointed Parent Governor
Yes, if not elected LA member and meet 500-hour rule
Yes, if not elected LA member, meet 500-hour rule and parent of current or former pupil, or child of compulsory school age or below
Yes, if not elected LA member and parent of current or former pupil, or child of compulsory school age or below
LA Governor
Yes
No
Yes
Co-opted Governor
Yes
Yes, if staff gov + head + co-opted govs who are school employees are not more than third of whole board
Yes
Partnership Governor
No
No
Yes, unless elected LA member or employed by LA in education (but can work in another school)
Foundation Governor
Yes
Yes
Yes
Eligibility Requirements for Different Types of Maintained School Governor
Two rules relate to governors only, not associate members. Associate members can be under 18 and can be registered pupils at the school. All governors must be 18 or over and must not be registered pupils of the school.
All other rules cover both governors and associate members. A person is banned from being a governor or associate member in a maintained school if he or she:
is subject to a bankruptcy restrictions order, an interim bankruptcy restrictions order, a debt relief restrictions order or an interim debt relief restrictions order
has had their estate sequestrated and the sequestration order has not been discharged, annulled or reduced
iv) an order made under section 429(2)(b) of the Insolvency Act 1986 (failure to pay under a county court administration order)
has been removed from the office of charity trustee or trustee for a charity by the Charity Commission or Commissioners or the High Court on the grounds of any misconduct or mismanagement, or under Section 34 of the Charities and Trustees Investment (Scotland) Act 2005 from participating in the management or control of any body
has been removed from office under this law as an elected parent or staff governor within the last five years
is included in the list of people considered by the Secretary of State as unsuitable to work with children or young people under section 1 of the Protection of Children Act 1999
is disqualified from registration under Part 3 of the Childcare Act 2006
is disqualified from being an independent school proprietor, teacher or employee by the Secretary of State
has received a sentence of imprisonment (whether suspended or not) for a period of not less than three months (without the option of a fine) in the five years before becoming a governor or since becoming a governor
has received a prison sentence of two and a half years or more in the 20 years before becoming a governor
has at any time received a prison sentence of five years or more
has been fined for causing a nuisance or disturbance on school premises or on educational premises during the five years prior to or since appointment or election as a governor
refuses to allow an application to the Disclosure and Barring Service to be made by the clerk for a criminal records certificate (DBS check).
Disqualification of Academy Trustees
Criteria for academy schools are set out in the model articles of association (June 2021) and are shown below. They apply to both trustees and any member of a committee who is not a trustee such as a local governor. Check your own academy’s articles to see if they differ from the model articles.
A trustee shall cease to hold office if they become incapable by reason of illness or injury of managing or administering their own affairs.
A person shall be disqualified from holding or continuing to hold office as a trustee if-
– they have been declared bankrupt and/or their estate has been seized from their possession for the benefit of their creditors and the declaration or seizure has not been discharged, annulled or reduced; or
– they are the subject of a bankruptcy restrictions order or an interim order.
A person shall be disqualified from holding or continuing to hold office as a trustee at any time they are subject to a disqualification order or a disqualification undertaking under the Company Directors Disqualification Act 1986 or to an order made under section 429(2)(b) of the Insolvency Act 1986 (failure to pay under county court administration order).
A trustee shall cease to hold office if they cease to be a trustee by virtue of any provision in the Companies Act 2006, or are disqualified from acting as a trustee by virtue of section 178 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
A person shall be disqualified from holding or continuing to hold office as a trustee if they have been removed from the office of charity trustee or trustee for a charity by an order made by the Charity Commission or the High Court on the grounds of any misconduct or mismanagement in the administration of the charity for which they were responsible or to which they were privy, or which their conduct contributed to or facilitated.
A person shall be disqualified from holding or continuing to hold office as a trustee where they have, at any time, been convicted of a serious criminal offence.
A person shall be disqualified from holding or continuing to hold office as a trustee if that person does not provide the chair with a criminal records certificate at an enhanced disclosure level under section 113B of the Police Act 1997 or if such a certificate discloses information which the chair considers would make that person unsuitable for their role.
If a dispute arises as to whether a person shall be disqualified, a referral shall be made to the Secretary of State to determine the matter. The determination of the Secretary of State shall be final.
A person (including the chair) shall be disqualified from holding or continuing to hold office as a trustee if that person:
a. refuses to consent to any checks required by the Secretary of State under the provisions of the funding agreement, the Education (Independent School Standards) Regulations 2014 or otherwise; or
b. is found to be unsuitable to be a trustee by the Secretary of State under the provisions of the funding agreement or the Education (Independent School Standards) Regulations 2014.
Here are some ways to tackle governor or trustee recruitment and fill the vacancies on your governing body.
Register for Governors for Schools (who used to be called the School Governors’ One-Stop Shop, SGOSS). This free service matches volunteers with appropriate schools. It is a registered charity.
Register with Inspiring Governance. They offer a very similar service to Governors for Schools, matching volunteers with vacancies. They are a charity funded by the Department for Education and run by the National Governance Association alongside Education and Employers.
You can use the map tool from Inspiring Governance to see local vacancies. If someone applies through their website they will also receive access to expert guidance from the National Governance Association, including advice over the phone and email and a copy of their induction book, plus the chance to use their e-learning modules.
Contact Academy Ambassadors if you are a multi-academy trust. They help to find professionals with experience at a senior level in business, charity, a professional career or public work to service on trust boards.
If you are looking for someone with financial skills the Institute of Chartered Accountants in England and Wales (ICAEW) allows you to list the vacancy and help you find a governor with accounting, finance or related experience.
Get in touch with your local council’s governor services department to ask if they know of any willing volunteers. They should have contact details on their website and will be listed under “governor services” or “governor support”.
School governors are not automatically disqualified just because they miss a certain number of meetings.
However, the law for maintained schools states that almost all governors and associate members who miss six months of meetings can be disqualified if they do not have the consent of the governing body to be absent.
Model articles of association for academies (June 2021) state the same rule for trustees and local governors or committee members.
The only governors to whom this rule does not apply are maintained school governors who are “ex officio”, which means that their role comes with their job. For example, the headteacher in a maintained school is an ex officio governor. (“Ex officio” means “by virtue of their office”).
In a maintained school where disqualification is being considered you must count from the date of the first full governing body meeting they have missed (ignore committee meetings).
In an academy you look at whether a trustee has missed all meetings in a six-month period.
How To Disqualify A Governor For Non-Attendance
A board gives consent to a governor’s absence through the use of apologies, so if someone is missing meetings the clerk needs to carefully record whether they sent apologies and whether those apologies were accepted. If apologies are accepted the governor has permission to be absent.
In a maintained school where apologies are not accepted the clock starts counting on the six-month period starting from the first full board meeting missed. (If apologies were not sent at all the board can still decide to give consent to the absence if they wish to.)
If the governor fails to attend any full governing body meetings within six months and the board does not accept any apologies from that person they are disqualified at the end of that period.
Although ex officio foundation governors cannot be disqualified for six months of non-attendance they can be replaced with a substitute governor if they are not turning up to meetings.
In an academy the model articles for academies (June 2021) do not specify when the six-month period must start so trustees could decide to count from any time, including periods such as the summer holiday when no meetings are held at all.
What happens if an associate member is not attending meetings?
In a maintained school exactly the same rule applies to associate members as to governors – they are disqualified if they miss six months of meetings without the permission of the board.
However, boards may wish to be far more lenient with associate members because they may only be expected to attend committee meetings.
In an academy there may be people called associate members on committees but the rules for their attendance will be set by each academy trust.
When should we disqualify a governor?
In practice most people will need to miss the occasional meeting and this should be accepted.
If someone is absent for six months or more, however, governors need to decide whether they accept the reasons for absence or not; the clerk should be keeping an eye on the attendance rate and alert the chair of governors if this situation arises.
If the absence is due to illness or another reasonable issue than governors may decide to give their consent to the absence. However, if the governor is simply not turning up to meetings and not pulling their weight the governing body may take a stricter view.
“A governor who, without the consent of the governing body, has failed to attend their meetings for a continuous period of six months beginning with the date of the first such meeting the governor fails to attend, is, on the expiry of that period, disqualified from continuing to hold office as a governor of that school.
“This paragraph applies to every governor, other than governors who are governors by virtue of the office that they hold.
“Any person who is disqualified from holding office as a governor of a school under this schedule is likewise disqualified from holding or continuing to hold office as an associate member of the governing body unless the disqualification is under paragraphs 1 or 2 [which say a governor must be 18 or over and not a registered pupil].”
“A trustee shall cease to hold office if they are absent without the permission of the trustees from all their meetings held within a period of six months and the trustees resolve that the trustee’s office be vacated.”
I have provided some sample disqualification letters in my templates and letters section. A letter can be sent to a governor who has been disqualified for non-attendance or who is at risk of being disqualified.
I would always contact the governor informally before sending a letter in case they are ill or dealing with another issue.
One-Year Ban For Some Disqualified Governors
Before disqualifying a governor for non-attendance in a maintained school bear in mind that it will ban some types of governor from serving on the board in your school for a full year.
This ban applies to foundation governors, local authority governors, co-opted governors and partnership governors. It would not ban them from serving on the board at a different school, however.
It may seem unlikely that a board would want to reappoint a governor who has missed so many meetings, but it does show that the reason for the long absence should always be considered carefully. If the governor has a very good reason for their absence but the board disqualifies them anyway and later regrets it, the governor cannot rejoin the board for a full year.
“A foundation governor, authority governor, co-opted governor or partnership governor who has been disqualified as a governor of a school under sub-paragraph 2 [failure to attend meetings] is not qualified for election, nomination or appointment as a governor of any category at that school for twelve months starting on the date on which they are so disqualified.”
What if a governor does not attend committee meetings?
In maintained schools committee meetings should be ignored when deciding whether to disqualify someone as these meetings do not count towards the six-month period.
Therefore, if a governor or associate member continues to attend committee meetings but fails to attend full governing body meetings for six months they can still be disqualified as a governor or associate.
If the situation is reversed, so they fail to attend committee meetings but do attend meetings of the full governing body, they cannot be disqualified from the board. However, governors could vote to remove them from that particular committee, suspend them from the board or remove them completely from the governing body.
In academies the model articles (June 2021) say that a trustee can be disqualified if they are “absent without the permission of the trustees from all their meetings held within a period of six months”.
This suggests that if someone was attending full meetings of the trustees but missing committee meetings (or vice versa) they would not be eligible for disqualification, as they can only be disqualified if they have missed all meetings they should be attending.
However, model articles do make it clear that committee members who are not trustees, including local governors, can be disqualified if they do not attend the committee of which they are a member. The six-month disqualification rule is contained in article number 70.
“[Article 70:] A trustee shall cease to hold office if they are absent without the permission of the trustees from all their meetings held within a period of six months and the trustees resolve that the trustee’s office be vacated.”
This is followed by another paragraph which states that article 70 also applies to any committee member who is not a trustee. A local governor, for example, would not be expected to attend meetings of the board of trustees but they can still be disqualified if they fail to attend meetings of the local governing body they belong to.
“Articles 68 to 74 also apply to any member of any committee or delegate of the trustees, including a local governing body, who is not a trustee.”
Even if they do not use the disqualification rule, academy trustees have the power to remove any committee member (including local governors) at any time.
What happens if a governor arrives late?
The clerk should record this in the minutes by writing “Alicia Johns entered the meeting at this point” (or similar) so it is clear what agenda items the governor heard and could vote on.
If the lateness becomes a regular occurrence the chair may wish to have a word with the governor about punctuality. If the lateness is very severe and ongoing the board could consider removing that governor.
Can a governor take a leave of absence?
Yes, as long as they have permission if the leave is for longer than six months. Even for shorter periods it is courteous to let the school know you need to take some time off so work can be redistributed and the clerk can make sure meetings will be quorate.
In maintained schools the full board need to give their permission for a period of absence longer than six months.
In academies it is either the local governing body or board of trustees who need to give permission for some leave. This depends on whether it is a local governor or trustee who wants the sabbatical and who has the power in your terms of reference/articles to give consent to absences.
In theory there is no limit on the length of leave or sabbatical someone could have if they want to take a break, as long as permission has been granted.
Because the governor is not officially resigning or being disqualified/removed, remember that they will still take up a place in your constitution for as long as they are absent. There is no way to “pause” a governor position, so they are still in post even if they are on leave.
In practice, boards will need to bear in mind that an absent governor is not contributing to the work that needs to be done and is making it harder for them to assemble the quorum they need to make decisions. They should balance this factor against the reason for the sabbatical.
For example, if a governor has asked for maternity leave it would be unfair not to allow it unless an unusually long leave period has been requested or the governing body has a high number of vacancies and is struggling to get the work done.
What happens if the chair cannot attend a meeting?
In both maintained schools and academies the vice-chair can act as chair for any meeting which the chair of governors/trustees has failed to attend.
“Where the chair is absent from any meeting or there is at the time a vacancy in the office of the chair, the vice-chair is to act as chair for all purposes.”
“Where the chair is absent from any meeting or there is at the time a vacancy in the office of the chair, the vice-chair shall act as the chair for the purposes of the meeting.”
What happens if both the chair and vice-chair cannot attend a meeting?
If both the chair and the vice-chair have failed to attend then there are no rules set in law or model articles about what to do.
However, old law from 1999 said that maintained schools should elect one of their number to act as chair (but not someone who works for the school or is a registered pupil) so that is a reasonable solution, even though that law has now been revoked.
“Where [the chairman is absent from any meeting and] the vice-chairman is absent from the meeting or there is at the time a vacancy in the office of vice-chairman, the governing body shall elect one of their number to act as a chairman for the purposes of that meeting, provided that the governor elected shall not be a person who is employed to work at the school, or a registered pupil thereat.”
Academies may have procedures set in their own articles of association or in terms of reference for committees.
What happens if the headteacher cannot attend a meeting?
In most cases it should be possible to carry on without the head and there’s no legal or procedural reason why the meeting needs to be cancelled. Deputy heads often attend meetings as a matter of course and can answer questions and take part in discussions on the headteacher’s behalf.
The only situation where you might wish to consider postponing the meeting (or one agenda item at least) is if there is a major decision to be made or an important discussion that needs the headteacher’s input. For example, if there is a proposal to spend a very large amount of money or to make significant changes to a key policy.
Can a governor send a representative if they cannot attend a meeting?
No. Staff governors in particular will sometimes ask if they can send another staff member in their place, but a governor cannot nominate a substitute or proxy to govern on their behalf.
It’s also important to remember that the staff governor is not on the board to lobby for the staff, just as parent governors do not lobby for parents. All types of governor have the same role. If the staff governor does not attend a meeting it does not mean that school employees are disadvantaged or have lost their “voice”.
The board or committee can invite anyone to attend a meeting, including school employees, but these guests can never vote or take on governor duties. It is up to the board which guests they invite, not an individual governor.
The only time a substitute governor can carry out governance duties is when a substitute foundation governor has been appointed because an ex officio foundation governor (someone who became a governor due to their office, eg: being the parish priest) is unable or unwilling to take up the role.
What if we have ongoing vacancies?
The governing boards of both maintained schools and academies can still function if they have vacancies.
A separate article on vacancies explains that for maintained schools there is no minimum number of governors you must have in post. It also explains that academy trustees may have limited decision-making powers if there are many vacancies and describes why too many vacancies can cause problems.
What happens if the clerk cannot attend a meeting?
If the clerk knows in advance that they cannot attend a meeting you can contact local schools or the local authority governor services to borrow a clerk temporarily.
If the clerk of a maintained school is absent at short notice then the law says that any member of the governing body apart from the headteacher can take the minutes for that meeting. That governor can still vote, form part of the quorum and take part in discussions in the normal way.
“The governing body may, if the clerk fails to attend a meeting of the school, appoint any one of their number (who is not the headteacher) to act as clerk for the purposes of that meeting.”
This applies to both meetings of the whole board and committee meetings. This is because the regulations use the phrase “a meeting of the school” and the same law defines this exact phrase as “a meeting of the governing body or of a committee”.
If the clerk of an academy is absent then the model articles say that any trustee or indeed any other person can act as the clerk for that meeting. This means that you could ask a member of the academy’s office staff, for example, as long as there are no confidential or sensitive items on the agenda that would be inappropriate for them to hear.
Notice that the model articles do not ban the academy’s headteacher from acting as clerk, although this should be avoided. The head needs to take an active part in each meeting and part of the board’s role is to hold the headteacher to account, so minutes should be taken by someone who is either a neutral observer or a member of the board who is not the headteacher.
“The trustees may, where the governance professional fails to attend a meeting of theirs, appoint any one of their number or any other person to act as governance professional for the purposes of that meeting.”
The quorum is the number of governors needed to make decisions. Quorums for whole governing body meetings in maintained schools are set by law. For academy trustee boards they are set in articles of association.
If you do not have enough governors in attendance, either in person or virtually, then the meeting is “inquorate”. The purpose of the quorum is to ensure that a very small number of governors do not take decisions on behalf of the whole governing body.
“QUORUM: the number of members who must be present at a meeting in order for decisions to be officially made.”
Cambridge Dictionary
What is the quorum for maintained schools?
For a full governing body meeting in a maintained school the quorum is half of the membership of the governing body, ignoring vacancies.
So if you have 12 governors in post, your quorum is six. If you have 11 governors in post your quorum is still six, because half of 11 is 5.5 and that must be rounded upto six, not rounded down. If you have 10 governors in post the quorum is five.
“The quorum for a meeting of the governing body and for any vote on any matter at such a meeting, is one half (rounded up to a whole number) of the membership of the governing body.
“For the purposes of paragraph (1) the membership of the governing body does not include vacant positions on the governing body.”
For a committee meeting in a maintained school the committee has the freedom to set its own quorum as long as it is three governors or more. Whether you wish to set a higher quorum number will depend on how many people sit on that committee.
“The quorum for any meeting of a committee must be determined by that committee, but in any event must be not less than three governors who are members of the committee.”
This may confuse new clerks because the constitution, terms of reference and membership of all committees must be decided by the full governing body, so you might expect the same to be true of the committee quorum. However, legally the committee decides on its own quorum.
If there are six committee members or fewer, it’s best to stick to the default quorum. If there are more than six committee members you may want to raise the quorum to ensure that you still need around half of the committee members to be present at the meeting when there is a vote.
Governors only count towards the quorum if they are members of that committee. The committee or governing body can invite other governors (or indeed anyone else) to attend a committee meeting, but only the committee members themselves form the quorum.
Be aware that an additional rule from the 2013 law means that committee decisions can only be made if the majority of committee members present are governors.
For example, imagine your finance committee contains four governors and four associate members. Only three governors turn up at a meeting but all four associate members are present.
In this situation the committee cannot make any decisions, even though they are actually quorate if they have set the minimum committee quorum of three governors.
“No vote on any matter may be taken at any meeting of a committee unless the majority of members of the committee present are governors.”
The current model articles of association for academies (June 2021) set the quorum for most meetings of the trustees as either a) any three trustees or b) one third (rounded up) of the total number of trustees in office, if that number is greater than three. (Check your academy’s own articles to see if this requirement has been altered.)
(Note that this quorum applies to most votes, but not all. If trustees are voting to remove another trustee or remove the chair of trustees then the quorum is “two-thirds of the persons who are at the time trustees present at the meeting and entitled to vote on those respective matters”. )
So for most votes in an academy, if there are 12 trustees in post the quorum is four, because one-third of 12 is four and four is greater than three. If there are 11 trustees in post the quorum is still four, because one-third of 11 is 3.6 and you round up, not down.
If there are 10 trustees in post the quorum is still four – one-third of 10 is 3.3 and you round up to a whole number. If there are nine trustees the quorum is three.
“The quorum for a meeting of the trustees, and any vote on any matter thereat, shall be any three trustees, or where greater, any one third (rounded up to a whole number) of the total number of trustees holding office at the date of the meeting, who are in each case present at the meeting and entitled to vote on the matters to be resolved.”
For academy committees, including a meeting of a local governing body (LGB), the quorum will be determined by your own academy trust. The model articles say that the “constitution, membership and proceedings of any committee shall be determined by the trustees”.
Check the terms of reference for your own local governing body to find the quorum that has been set.
Does the headteacher count towards the quorum?
Yes, as long as they have chosen to be a governor. Every governor, including the headteacher, counts towards the quorum because every governor has a vote. In the majority of schools the headteacher is also a governor.
The headteacher in a maintained school (or the principal/chief executive in an academy) can choose not to be a governor/trustee if they wish. Maintained school headteachers can choose to join the governing body at any time in the future. Academy heads can join if the members appoint them.
If any headteacher or principal chooses not to be a governor they will not have a vote and will not contribute towards the quorum.
“The governing body of a maintained school must include the following:
(a) at least two parent governors;
(b) the headteacher unless the headteacher resigns the office of governor.”
“Providing that the [chief executive officer]/[principal] agrees so to act, the members may by ordinary resolution appoint the [chief executive officer]/[principal] as a trustee.”
In maintained schools associate members never count when calculating the quorum for both full governing body meetings and committees; just pretend they’re not there! An easy way to remember this is that associate members are not recorded on the instrument of government.
(“Associate governors” never contribute towards the quorum either because they don’t exist in English law. A person on the board of a maintained school in England is either a governor or an associate member, they are not an “associate governor”.)
In academies the title “associate member” may or may not be used, but academies are allowed to appoint non-trustees to serve on committees.
You will need to check your own articles of association to find the quorum for academy committee meetings (including local governing bodies) because each academy trust has the freedom to set its own procedures for committees. Usual procedure though would be for every committee member to have a vote.
Do governors count towards the quorum if they withdraw?
No. If a governor or trustee has left the room because they have a conflict of interest they cannot vote on that issue and do not count towards the quorum.
(Governors who are absent because they have sent apologies do not count towards the quorum either. Neither do governors who have left the meeting partway through.)
In maintained schools the law also says that when a governor’s own appointment, reappointment, suspension or removal from the board is being discussed they must withdraw from the room.
Candidates for chair or vice-chair must also leave the room. Any governor who has left the room is no longer part of the quorum and cannot vote.
As a new clerk I was unsure of the quorum rules concerning governors who leave the room because it is not explicit in the law. I asked for advice from the (sadly closed) DfE-funded Governorline service and this is what they told me.
“If governors either abstain from voting or leave the room then they no longer count towards the quorum. Section 14(3) of the Roles, Procedures and Allowances Regulations 2013 makes it clear that it must be a ‘majority of the votes of governors present and voting.”
Governorline
In academies the model articles (June 2021) state that any trustee with a conflict of interest due to discussion of their own employment, pay or performance or a proposal to enter into a contract or other financial arrangement with them must leave the room and not vote. They do not count towards the quorum.
“The academy trust and its trustees may only rely upon the authority provided by article 6.7 [stating that a trustee may receive benefits from the academy in limited circumstances] if…
b. the trustee is absent from the part of any meeting at which there is discussion of:
i. their employment, remuneration, or any matter concerning the contract, payment or benefit; or
ii. their performance in the employment, or their performance of the contract;
or iii. any proposal to enter into any other contract or arrangement with them or to confer any benefit upon them that would be permitted under article 6.7; or
iv. any other matter relating to a payment or the conferring of any benefit permitted by article 6.7.
“The trustee does not vote on any such matter and is not to be counted when calculating whether a quorum of trustees is present at the meeting.”
The rules on broader conflicts of interest just say that a trustee must “be absent from any discussions” if it is “possible that a conflict will arise between their duty to act solely in the interests of the academy trust and any duty or personal interest”.
This should be read in conjunction with the definition of the academy quorum quoted above which says trustees count toward the quorum when they are “present at the meeting and entitled to vote on the matters to be resolved.” So if a trustee is not entitled to vote on an issue they do not count towards the quorum for that vote.
“Any trustee who has or can have any direct or indirect duty or personal interest (including but not limited to any personal financial interest) which conflicts or may conflict with their duties as a trustee shall disclose that fact to the trustees as soon as they become aware of it.
“A trustee must be absent from any discussions of the trustees in which it is possible that a conflict will arise between their duty to act solely in the interests of the academy trust and any duty or personal interest (including but not limited to any personal financial interest).”
Model articles do not contain the specific rules about appointment, reappointment, suspension, removal or election of chair and vice-chair that are found in maintained school law.
However, because of the general conflict of interest clause these rules still apply to academies as a trustee can never be impartial about their own case.
Is a meeting quorate without the headteacher?
Yes, as long as the governors present are enough to form the quorum for that particular meeting.
No individual governor is more important than any other when calculating the quorum, so it does not matter whether an absent governor is the headteacher, chair, vice-chair or any particular type of governor (eg: parent governor).
Check your committee terms of reference, however, because I have seen some school committees that decide their quorum must include one specific governor, usually the head or chair.
I don’t believe there are any rules that forbid this, but in practice it means that an entire meeting may have to be cancelled because a single governor is absent so it may not be sensible.
There is also a danger of implying that the vote of one governor is more important than another. Why can the vote go ahead when a parent governor is absent but not if the headteacher is absent?
Rather than insisting one specific governor is needed to be quorate the deputy head can be invited to attend if the headteacher is absent (but will not have a vote or contribute to the quorum) and the vice-chair of the committee can deputise for the chair.
Do governors attending virtually count towards the quorum?
Yes. If a governor or trustee is attending a meeting virtually over the phone or via video link they count towards the quorum and can vote.
Is a meeting quorate if all governors present are school employees?
Yes, as long as the number of governors present is equal to the quorum number for that meeting.
When calculating the quorum you don’t need to worry about how many governors are school employees or about what type of governor they are (parent governor, staff governor etc), it is just the overall number of governors present that matters.
However, a governing body meeting where decisions are made solely by people on the school payroll is far from ideal. You may wish to consider removing one or more of the school employees from the board or recruiting more governors who are not school employees to balance out the numbers.
Can we hold a meeting without a quorum?
Inquorate meetings should be avoided wherever possible. All governors should send apologies in advance to the clerk if they cannot attend so the clerk can keep an eye on the quorum and let the chair know if a meeting could be inquorate.
Maintained school governors can choose to go ahead with an inquorate meeting or postpone it to a later date.
If the meeting does go ahead, governors will not be able to make any decisions but they can discuss the issues, hear reports and other information and ask questions. The clerk should still take minutes to record the discussions and write “This meeting was inquorate” at the top of the minutes.
The only situation where governors could take decisions in an inquorate meeting is when responsibilities have already been delegated by the governing body to an individual governor or group of governors.
For academy trustees the model articles (June 2021) state that meetings of trustees cannot be held if a quorum is not present at any stage, either at the start of the meeting or at any time during the meeting’s proceedings.
This rule may or may not also apply to committees of the academy trust, including local governing bodies, but this will depend on your own articles and terms of reference.
The model articles simply state that the “constitution, membership and proceedings of any committee shall be determined by the trustees” so the rules will be different in each academy trust.
“A meeting of the trustees shall be terminated forthwith if:
1. the trustees so resolve; or
2. the number of trustees present ceases to constitute a quorum for a meeting of the trustees.”
Model articles also say that a further meeting must be called within seven days if the meeting had to be stopped before all agenda items were tackled.
“Where a meeting is not held or is terminated before all the matters specified as items of business on the agenda for the meeting have been disposed of, a further meeting shall be convened by the governance professional as soon as is reasonably practicable, but in any event within seven days of the date on which the meeting was originally to be held or was so terminated.”
