Sophie Lee (Clerk to Governors) – Page 2

Annual General Meetings (AGMs)

An annual general meeting (AGM) is a meeting of academy trust members.

During an AGM the members formally receive the trust’s audited accounts and annual report, appoint or reappoint auditors and review the governance of the academy trust.

They can also appoint any member-appointed trustees and take other decisions that require the approval of members, such as changing the articles of association.

Members also receive updates from the Principal/CEO and trustees about how the trust has fared over the year and the plans for the upcoming years. Members address questions to the trustees and trust leaders to confirm that governance is strong.

This page only applies to academies. AGMs do not exist in maintained schools.

Do all academy trusts have to hold AGMs?

It depends what your articles of association say.

The current model articles for mainstream academy trusts say that trusts “shall hold” an AGM each financial year (1 September to 31 August). So trusts using these model articles must hold an AGM each year.

“The Academy Trust shall hold an Annual General Meeting each Academy Financial Year.”
Model Articles of Association (June 2021)

In earlier versions of the model articles the clause that required an AGM was marked as optional, so trusts could remove it.

“The academy trust must now hold an Annual General Meeting. In previous versions of the mainstream model [articles] this was an optional clause.”
Model Articles of Association (June 2021)

If the AGM clause does not appear in your articles your trust is not required to hold an AGM.

However, it is considered good practice to allow members to meet at least once per year, so the trust could still decide to hold an AGM for this purpose.

When are AGMs held?

AGMs are often held in December. The annual report and accounts must be sent to the Education and Skills Funding Agency (ESFA) by 31 December each year, so they will be ready to present to members shortly before this.

“The audited report and accounts must be submitted to ESFA by 31 December.”
Academy Trust Handbook

There is no set date on which you must hold an AGM, but be aware that the model articles only allow for a gap of 15 months between annual general meetings.

“Not more than fifteen months shall elapse between the date of one annual general meeting of the academy trust and that of the
next.”
Model Articles of Association (June 2021)

Also be aware that the appointment of auditors needs to be made within 28 days of the members receiving the annual accounts.

“It is normal to deal with the reappointment of auditors at an annual general meeting (AGM) and the term of office will typically run from one AGM to the next.

“The general points to note under the Companies Act 2006 are as follows: appointment of the auditor will ordinarily be within 28 days of the academy trust providing its annual accounts to its members (section 485(2) of the Act).

“For academy trusts, this would usually be at an AGM.”
Choosing An External Auditor For An Academy Trust

Who can call an AGM?

The AGM is called by the trustees, not the members.

“The Annual General Meeting shall be held at such time and place as the trustees shall appoint.”
Model Articles of Association (June 2021)

How much notice must be given for an AGM?

The model articles say that at least 14 clear day’s notice must be given to call an AGM, unless at least 90% of members agree to hold it at shorter notice.

“General meetings shall be called by at least fourteen clear days’ notice but may be called by shorter notice if it is so agreed by a majority in number of members having a right to attend and vote and together representing not less than 90% of the total voting
rights at that meeting.”
Model Articles of Association (June 2021)

“Clear days” means that you don’t count the day the notice was sent. So if the notice was sent at 3pm on Monday 1 December then a gap of 14 clear days means you can hold the AGM on Tuesday 16 December.

The notice (which usually doubles as the agenda) must:

state the time and place of the meeting
contain a description of the business that will be carried out
specify that this is an AGM
tell members they are allowed to appoint a proxy to attend and vote in their place.

“The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

“The notice shall also state that the member is entitled to
appoint a proxy. The notice shall be given to all the members, to the trustees and auditors.”
Model Articles of Association (June 2021)

What should be on the agenda for an AGM?

“Members may want to use an AGM to review the trust’s annual audited accounts and broader issues of trust governance with the board.

“AGMs help ensure that members are kept informed about the actions and decisions of the board, supporting the accountability of the trustees, give a formal opportunity for members to exercise their legal duties and powers in overseeing trust governance, for example, routine appointments to the board and can be used to review the trust’s audited accounts and broader issues of trust governance with the board.”
DfE Academy Trust Governance Guide

A example agenda for an AGM is shown below. It contains the “notice” of the meeting at the top of the agenda. My templates and letters page provides an editable Word version of a complete AGM agenda.

If members will be asked to agree any special resolutions the text of every special resolution must also be included in the notice.

Special resolutions require 75% of members to agree and are used for decisions such as appointing members, changing the articles of association and any other decision in your articles that requires a special resolution.

(Bear in mind that if you have a special resolution coming up and you only have three members, the 75% requirement means that your three members must be unanimously in favour for the special resolution to pass.)

Notice of Annual General Meeting (AGM) for Malory Towers Academy Trust

Notice is hereby given that the annual general meeting of Malory Towers Academy Trust, company registration number 99999999 will be held on [time and date] at Malory Towers Academy, Blyton Road, London.

The following business will be transacted.

AGM Agenda

Welcome
Apologies for Absence
Confirm Meeting is Quorate
Declaration of Interests
Election of Chair of AGM
Minutes from Previous AGM
Report from Chief Executive Officer
Receive Annual Report and Accounts
Appointment or Reappointment of Auditors
Appointments or Resignations of Trustees (if needed)
Appointments or Resignations of Members (if needed)
Consider Proposed Changes to Articles of Association (if needed)
Any other business

Do members approve the accounts?

No. The board of trustees approve the accounts and they are signed by the chair of trustees to indicate the trustees’ approval.

Members just “receive” the accounts. They are being told the information and invited to ask questions, not make a decision.

The accounts should have been scrutinised by the trust’s finance committee in detail and then given final approval by the full board of trustees.

Who can attend the AGM?

The members, trustees and auditors must all be invited to attend.

“The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an Annual General Meeting, shall specify the meeting as such.”

“The notice shall be given to all the Members, to the Trustees and
auditors.”
Model Articles of Association (June 2021)

The principal/CEO and the finance director usually attend as well. The clerk attends to take minutes and give procedural advice.

There is no requirement to invite local governors in a multi-academy trust, parents, other stakeholders such as trust employees or people from the local community. However, your trust could decide to invite other stakeholders if they wish.

Do we have to advertise the AGM?

No. As there is no requirement to invite anyone to the AGM who is not a member, trustee or auditor there is no requirement to advertise the AGM to anyone who is not a member, trustee or auditor.

If the trust wishes to invite other stakeholders such as parents they will of course have to advertise the AGM to those stakeholders.

Who can vote at an AGM?

Only members can vote at an AGM, because it is a members’ meeting.

Any trustees who attend cannot vote, nor can anyone else who attends like a local governor in a multi-academy trust.

What is the quorum for an AGM?

This will also depend on your own articles.

The current model articles say that the quorum is a majority of members. For example, two out of three members or three out of five.

Note that members voting by proxy count towards the quorum.

“No business shall be transacted at any meeting unless a quorum is present. A quorum is a majority of members present in person or by proxy and entitled to vote upon the business to be transacted.”
Model Articles of Association (June 2021)

However, older versions of the articles said that the quorum was just two members.

“It is now a requirement that a majority of members are present at an annual general meeting and a general meeting. In previous versions of the mainstream model articles, only two members were required to make up a quorum.”
Model Articles of Association (June 2021)

Any trustees or local governors who attend do not form part of the quorum.

How do members vote by proxy?

Members can appoint a proxy in writing using a signed document that they return to the registered company office of your trust. The form of words to use is in your articles, check articles 40 and 41. There are two ways that a proxy can behave.

A member can appoint a proxy and give them the freedom to vote however they wish. The member would have to trust their proxy’s judgement.

Alternatively a member can appoint a proxy and instruct them how to vote on each decision.

Who can act as a proxy?

The model articles allow anyone to act as a proxy, so it could be a trustee or local governor for example who was planning to attend the meeting anyway.

Who chairs the AGM?

The current model articles say that the members elect one of the members to chair the meeting. They do this via an “ordinary resolution”, which just means a majority vote in favour.

“The members present and entitled to vote at the meeting shall elect by ordinary resolution one of their number to be the chair and such election shall be binding on all members and trustees present at the meeting.”
Model Articles of Association (June 2021)

Make sure you check your own articles though, as some older versions of the articles stated that the chair of trustees must be the chair of members’ meetings.

Can the board stop an unsuitable parent governor being elected?

In almost all schools the answer is no.

If someone is eligible to stand in your parent governor election and is either elected unopposed or wins the ballot they are officially your new parent governor, trustee or local governor.

The only exception is in Catholic academies that use the Catholic model articles of association.

That’s because the Catholic model articles allow a Catholic trust board to reject an elected parent trustee (or a Catholic local governing body to reject a parent local governor).

In all other schools elected parent governors, trustees and local governors are chosen by the other parents and the board has no veto power.

The board cannot stop a parent either standing for election or being voted in by their fellow parents. They must accept the choice of the electorate.

Elected Parents Versus Appointed Parents

Remember that there is a difference between elected parent governors and appointed parent governors.

In both maintained schools and academies there is a provision that allows boards to appoint parent governors/trustees if not enough parents stand for election. In that situation the board can reject a candidate they feel is unsuitable.

But boards only have the chance to appoint parents themselves if the election has not provided enough candidates to fill the vacancies.

So in effect, parents always have first choice of candidates. The board only gets involved if vacancies remain after the election process.

Can we tell parents we are looking for certain skills?

Governing boards can ask for parent governor candidates who have certain skills. However, they can’t insist that candidates must have those skills.

For example, you could write in your advert that HR skills are desirable. You could not write that applications will be rejected if parents do not have these skills. It’s up to the parent electorate to decide what skills they think are important.

How can we minimise the chance of an unsuitable candidate being elected?

To avoid a poor parent governor being elected you should:

tell all parents they can stand for election
describe the role clearly – the board is not a parent forum or a channel for complaints and parent governors do not fight against the headteacher for whatever parents demand
include contact details for the chair so candidates can learn more before volunteering
tell candidates that all governors sign a code of conduct
include the Nolan principles of public life in your code of conduct.

“It is advised that every effort be made to avoid potential difficulties later by informing prospective election candidates, or appointees, of the nature of the role.

“It is advised that their agreement is secured to a clear set of expectations for behaviour and conduct – as set out in a code of conduct.

“A code of conduct is expected to detail (within the parameters of relevant regulations and this guidance) the circumstances in which the governing body may suspend or remove a governor.”
The Constitution of Governing Bodies of Maintained Schools

Bear in mind that someone you think is “unsuitable” could in fact become an excellent governor. If a parent is a strong character who will robustly challenge the headteacher, point out the weaknesses of the governing body and drive improvements through their assertive personality that could be positive for the school.

It may be less comfortable for senior leaders and the board as a whole, but strong challenge in itself is not undesirable and is sometimes exactly what is needed. The governor should of course offer that challenge politely, treat everyone with respect and stay within the remit of the governing board.

What can we do if a parent governor behaves poorly once elected?

In the first instance the chair should have an informal chat to explain what needs to change and ensure the governor realises that there is an issue.

If there are no improvements the chair can explain how the behaviour is breaking your code of conduct and emphasise that all governors/trustees have agreed to follow the code.

They should clearly explain the behaviour they would prefer to see and offer training that will help the governor understand their role.

If the poor behaviour persists then in both maintained schools and academies a vote can be held to remove the governor from the board. Removing an elected governor is a serious step so this should be considered only as a last resort.

Removal might be considered if a governor is being needlessly and consistently argumentative, trying to interfere with operational matters, trying to micro-manage the head, behaving rudely or inappropriately or only acting in the interests of their own child.

In maintained schools and some academies a vote can be held to suspend the governor for a short period instead of removing them completely. This would make it clear to the parent governor that their behaviour needs to change without removing them from the board permanently.

Which parts of Keeping Children Safe in Education must governors read?

The DfE Governance Guides published in March 2024 recommend that the following people read part two of Keeping Children Safe in Education (KCSIE):

governors and associate members in maintained schools
trustees and local governors in academies
clerks/governance professionals.

However, the Governance Guides also make it clear that governing bodies must comply with the safeguarding duties they have in law and ensure that child protection policies, procedures and training are in place and effective.

Boards are only going to be aware of all their safeguarding duties if at least one governor reads the whole of KCSIE.

(The quote below is from the Maintained Schools Governance Guide but the wording is almost exactly the same in the Academy Trust Governance Guide.)

“Governing bodies have a strategic leadership responsibility for its school’s safeguarding arrangements.

“They must:

comply with their duties under legislation

have regard to KCSIE guidance

ensure that policies, procedures and training in their schools are effective and comply with the law at all times.”

DfE Maintained School Governance Guide

The safeguarding team at my local authority recommend that governors read all of Keeping Children Safe in Education (KCSIE), not just certain parts of it.

My LA’s advice is based on the fact that the entire governing body is responsible for safeguarding and making sure the school policies, procedures and training are all compliant with DfE guidance. Governors therefore need to know what is in KCSIE to monitor safeguarding effectively.

This tallies with the fact that safeguarding training is mandatory for all maintained school governors and academy trustees.

What is Keeping Children Safe in Education?

Keeping Children Safe in Education is the DfE’s statutory guidance on safeguarding. It explains how to protect children from harm, including physical or emotional abuse, bullying, neglect and online dangers.

KCSIE says that all school employees who work directly with children must read at least part one.

School employees who don’t work directly with children must read either part one or a short summary of part one which is printed in an annexe.

Why do some schools say governors only need to read part one of KCSIE?

Because some staff don’t have to read the whole guidance a myth has grown that part one is the really vital part. Therefore some schools tell both staff and governors that they only need to read part one.

It’s a strange myth, though, because it makes no sense! Part two of KCSIE describes the responsibilities of governing bodies. Who exactly is supposed to read that bit if not governors?

What does KCSIE itself recommend?

The introduction to Keeping Children Safe in Education explains that it should be “read and followed” by:

governing bodies of maintained schools
trust boards in academies (it calls the board of trustees the “proprietor” of the academy)
management committees of pupil referral units, and
senior leadership teams (the headteacher, deputy head, etc).

“Who is this guidance for?

This statutory guidance should be read and followed by:

– governing bodies of maintained schools (including maintained nursery schools) and colleges;

– proprietors of independent schools (including academies, free schools and alternative provision academies) and non-maintained special schools. In the case of academies, free schools and alternative provision academies, the proprietor will be the academy trust;

– management committees of pupil referral units (PRUs); and

– senior leadership teams.”
Keeping Children Safe in Education

So KCSIE tells us it should be “read and followed” by governing boards in both maintained schools and academies. It does not say that governors and trustees only need to read certain parts of this document.

What if governors refuse to read all of KCSIE?

Governors are volunteers and in reality some governors may not read the whole document.

The board could decide to make it mandatory if it wishes; safeguarding training is after all mandatory for all governors and trustees. The board could suspend or remove governors who refuse to read it.

Alternatively the board could set a minimum reading requirement of part two (as recommended by the Governance Guides) and then share out the other parts according to governor roles. In this way at least the board as a whole has knowledge of the entirety of KCSIE.

So part three (safer recruitment) could be assigned to governors who take safer recruitment training.

Part four (allegations again adults) could be given to the governors who will sit on disciplinary panels. It could also be read by the chair as they will usually deal with allegations against the head.

Part five (sexual violence and harassment) could be given to the safeguarding link governor.

The guidance is updated every year so the clerk can also help by highlighting any changes to the board annually.

Do governors need to sign a form to say they have read KCSIE?

It’s not a requirement for governors to sign a document declaring they have read KCSIE, but it is common practice in many schools. Check your safeguarding policy as it may say staff and governors must sign a declaration.

A signed form may prove useful if you have a safeguarding audit or OFSTED inspection. It can also indicate to governors just how important this document is.

GovernorHub is the easiest way for governors to sign a declaration. Ask governors to log in and look for the declarations tab in their profile and then the confirmations option, where they can click a button to confirm they have read and understood KCSIE. The clerk can download a list of declarations received.

Note that GovernorHub recommends that all governors read the whole of KCSIE, not just certain parts of it!

Five Parts of KCSIE

KCSIE is split into five parts. I’ve had a quick look at each part to see the relevance for governors.

Part One: Safeguarding Information For All Staff

Part one is an overview of risks including abuse, violence, mental health problems and exploitation. It explains how staff should react if they have concerns, how they can escalate concerns about poor practice and what support the LA can offer.

Part Two: The Management of Safeguarding

Part two’s subtitle is “The responsibilities of governing bodies, proprietors and management committees”. It is therefore aimed directly at governing bodies.

(A “proprietor” means an academy trust board and a “management committee” means the governing body in a pupil referral unit.)

Part two lists many requirements for governors. For example, it says governing bodies should appoint a safeguarding link governor, ensure all staff have appropriate safeguarding training and approve an effective safeguarding policy.

Part Three: Safer Recruitment

Part three of KCSIE explains the principles of safer recruitment, which means the procedures schools use to make sure they only hire staff who are suitable to work with children. This includes disclosure and barring service checks and requesting references.

Part Four: Allegations Made Against/Concerns Raised In Relation to Teachers, Other Staff, Volunteers and Contractors

Part four of KCSIE looks at handling allegations that an adult has harmed a child. The DfE Governance Guides say that all schools and academies must have procedures for dealing with allegations of abuse against staff.

Part Five: Child On Child Sexual Violence and Sexual Harassment

Part five of KCSIE explains how children can be kept safe from harm caused by the sexual comments or actions of other children.

In 2021 OFSTED conducted a review of sexual abuse in schools and colleges. The inspectors said: “It is important that governors have a good understanding of sexual harassment and sexual violence, including online, so that they can provide the right level of support and challenge for school leaders and designated safeguarding leads.”

How many parents can be governors?

There is no overall limit on how many parents can be governors or trustees in either the law for maintained schools or model articles of association for academies.

However, it is a good idea to keep an eye on the number of parents on the board and consider restricting their numbers. This article explains why.

(Note that when I refer to “parents” in this article I mean parents whose child attends the same school where they are a governor.)

Maintained School Parent Governors

Single maintained schools must have at least two parent governors. Federated maintained schools must have only two.

Parents of registered pupils are also legally eligible for every other governor role at a maintained school except partnership governor.

A parent who wants to be a staff governor must work for the school. If they want to be a parent governor then on the date of their election or appointment they must not work for the school for more than 500 hours per year or be an elected LA member.

The law does not place an overall limit on the number of parents of registered pupils who can sit on the board.

Academy Parent Trustees

Single academy trusts must have at least two parent trustees. Multi-academy trusts must have either at least two parent trustees or at least two parent local governors on each local governing body.

Whether parents of registered pupils are eligible for other trustee or local governor roles will depend on the rules set by the academy trust.

I have never seen articles or terms of reference that set an overall limit on parents of registered pupils sitting on a trust board or local governing body.

Should boards place their own limit on the overall number of parents?

Possibly. Boards do need to consider the balance between staff, parents and independent people who have no other connection to the school.

If parents are appointed to many of the roles outside of the specific parent governor positions it could result in a very parent-heavy board. In many maintained schools you could follow the law to the letter and still end up with a board where every single governor is a parent of a registered pupil!

A parent-heavy board could cause problems. Some parents may not feel able to properly challenge the headteacher because they think it might affect their child’s schooling. Others may be overly supportive because their child is doing well and they are grateful or don’t wish to rock the boat.

Any governor is appointed or elected to serve in the best interests of the whole school, but a few parents may wish to focus on issues that are most relevant to their child. In the worst case scenario meetings may start to feel like parent councils rather than board meetings.

A sensible rough balance might be a maximum of one third parents. The one-third figure reflects the three groups of stakeholders: parents, staff and people from the community with no other connection to the school.

This is only a rough suggestion and I would not expect boards to stick to it rigidly, not least because they wouldn’t be able to! The board itself does not control all the appointments/elections and governors should largely be appointed or elected for their skills.

What governing board diversity data should be published online?

The DfE “encourage” both maintained schools and academies to collect diversity data about their governing boards and publish it online.

This recommendation was brought in during April 2023. It was added to the DfE lists of what governing board information should be published online.

It is not a requirement to publish diversity data, just a recommendation. Boards need to think very carefully before publishing this data, for reasons I explain on this page.

“We encourage schools to collect and publish governing board members’ diversity data.”
What maintained schools must publish online

“We encourage academy trust boards to collect and publish diversity data about the board and any local committees.”
What academies, free schools and colleges must or should publish online

What diversity data should be collected?

The DfE have provided no guidance about the specific data they are encouraging schools to collect.

However, the National Governance Association (NGA) provide a diversity indicators form free to non-members.

The NGA diversity indicators form asks for the following data:

gender identity (but not sex)
age group
disability
sexual orientation
ethnicity
religion
how close you live to the school
your experience of the school as a parent or carer
the type of secondary school you attended
your experience of the care system
your education after leaving school
whether you were eligible for free school meals.

What data should be published online?

The DfE have provided no guidance on the specific data that should be published after it is collected.

The NGA are recommending that age, gender and ethnicity are published as a starting point, but say that other data could be published depending on the make-up the school’s local community.

“Not all diversity information will be relevant to publish – as a starting point, we recommend boards report on the age, gender and ethnicity of their membership although other data may be relevant depending on the characteristics of your local community.”
National Governance Association

Your gender identity section on the school website could look like the table below. The NGA provide a template for presenting all the data at the end of their guide on evaluating and reporting diversity responses.

Gender Identity of Governors
Male	5
Female	4
Other gender identity	0
Prefer not to say	1

Why should schools be very careful if they publish diversity data online?

Some of the diversity questions in the NGA form count as special category data under data protection regulations.

This means data must be handled very carefully, with explicit permission gained from governors to collect or publish it. There are also 10 conditions that must be fulfilled to allow you to process the data.

“The UK General Data Protection Regulation defines special category data as:

personal data revealing racial or ethnic origin;

personal data revealing political opinions;

personal data revealing religious or philosophical beliefs;

personal data revealing trade union membership;

genetic data;

biometric data (where used for identification purposes);

data concerning health;

data concerning a person’s sex life; and

data concerning a person’s sexual orientation.”

Special Category Data, Information Commissioner’s Office

Boards must also avoid identifying any individual when publishing this data. This is where I see a real problem, as many schools have small boards. Even if a governor decides not to share their own data, might they be identifiable from the responses the other governors share?

Say you publish gender identity data, collected using the NGA form. Your website shows you have five governors who identify as male and five as female. But then a new governor joins the board and they record their gender as non-binary. You update your website. Can anyone guess which governor is non-binary?

Or perhaps a school publishes sexuality data (which I would not recommend). Nine governors have recorded that they’re heterosexual. One governor has opted out. Nine governors sometimes mention a husband or wife. One never talks about their personal life. Which governor do you think opted out and why?

How can we avoid identifying individual governors?

You can make a judgement call about the size of your board, but if you are in a single school I would suggest it is very likely you could identify an individual if you choose to publish diversity data.

Therefore you could instead ask governors for permission to collect the data, but not publish it. Data can be collated by the clerk and examined internally. It can be shared with the board as anonymously as possible, with the clerk ensuring that no-one can be identified personally.

On your website you could post a note that explains why you do not publish diversity data for governors. Below is a note you are welcome to use.

The governors of Malory Towers School believe it is important that boards reflect the diversity of the school communities they serve. Diverse boards promote inclusive school environments and provide diverse role models for staff and young people.

The governors are currently collecting data on the diversity of the board, including data on age, gender and ethnicity. They will use that data to inform their recruitment and training needs and ensure there is a diverse range of perspectives around the table to support robust decision making.

Due to our relatively small governing body we do not publish this diversity data online as individual governors could be identified and we have a legal obligation to protect their personal data.

Why do the DfE want the data to be published?

They say they want boards to be “increasingly reflective” of the communities they serve. For example, a board where all governors are white will not reflect a pupil and parent community where a significant percentage of people are black or Asian.

Collecting the data internally makes sense to me, because boards can then act on any gaps. For example, if you find that no governor has experience of the care system you could arrange for training on looked after children. I am less convinced of the value of publishing this data.

Can schools insist that governors share their personal data?

Definitely not. Schools must allow governors to opt out of sharing personal data, including data on any of the protected characteristics from the Equality Act 2010.

The protected characteristics are age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex and sexual orientation.

Written Resolutions

In academies the members and trustees make decisions by passing resolutions. A resolution is a vote in favour or against a proposal.

This page explains written resolutions. It also provides example written resolutions for both members and trustees.

The ability of members to pass written resolutions comes from the Companies Act 2006. The ability of trustees to pass written resolutions comes from the articles of association for each academy trust.

The advice on this page is based on the current model articles of association, but please check your own articles as they may differ.

The usual rules about conflict of interest apply to all resolutions. If a member or trustee has a conflict of interest they cannot vote.

What is a written resolution?

A written resolution is a decision that is taken outside of a meeting. Instead of voting during a meeting by a show of hands or verbal agreement the members or trustees are sent a document that explains the proposal and asks them to sign if they agree with it.

For example, the members might wish to appoint a new member via written resolution. Written resolutions are particularly useful for members’ decisions because members rarely hold meetings.

If a member wishes to appoint the new member they sign the document and send it back to the clerk. If a member doesn’t want to appoint the new member they don’t need to do anything, because the lack of a reply is taken to mean that they disagree with the resolution.

What are the different types of written resolution?

Members have two different types of written resolution, ordinary or special. Your articles tell you whether a decision should be passed via ordinary or special resolution.

Written ordinary resolutions are passed if 51% of members vote in favour.

Written special resolutions are passed if 75% of members vote in favour.

Trustees have one type of written resolution, written board resolutions. Written board resolutions are passed if 100% of the trustees eligible to vote are in favour.

Example Written Resolutions

Below you can download some examples of written resolutions for both members and trustees.

This is a members’ written ordinary resolution to appoint a new trustee.

Download members’ written ordinary resolution (.docx file)

This is a members’ written special resolution to change the articles of association.

Download members’ written special resolution (.docx file)

This is a trustees’ written resolution to appoint a local governor to a local governing body.

Download trustees’ written resolution (.docx file)

How do members pass written ordinary resolutions?

Members’ written ordinary resolutions are passed if 51% of the members who are entitled to vote agree. This is known as a simple majority. As long as more members vote in favour than against, the resolution has passed.

So if you have three members in total, all of whom are entitled to vote, a written ordinary resolution needs two out of three members voting in favour (66%). If you have five members then three out of five need to vote in favour (60%).

“An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority.

“A written resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members.”
Companies Act 2006 (Section 282)

How do members pass written special resolutions?

Members’ written special resolutions are passed if 75% of members entitled to vote are in favour.

So if you have three members you actually need all three to vote in favour to pass a written special resolution (100%). If only two vote in favour you only reach 66% agreement, which of course is less than 75%.

If you have five members then you need four out of five members voting in favour (80%).

“A special resolution of the members (or of a class of members) of a company means a resolution passed by a majority of not less than 75%.

“A written resolution is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of eligible members.”
Companies Act 2006 (Section 283)

When are members forbidden from using written resolutions?

There are two situations where members cannot make a decision using a written resolution. Instead they must call a members’ meeting.

Members cannot use written resolutions to remove a trustee before the end of their term of office or remove an auditor before the end of their term of office.

“The following may not be passed as a written resolution—

(a) a resolution under section 168 removing a director before the expiration of his period of office;

(b) a resolution under section 510 removing an auditor before the expiration of his term of office.”
Companies Act 2006 (Section 288)

How do trustees pass written resolutions?

The current model articles allow trustees to pass written resolutions outside of meetings. These are often called board written resolutions.

The model articles say written board resolutions must be “signed by all trustees” who are entitled to vote on trust board decisions.

Therefore, trustees’ written resolutions pass if 100% of trustees entitled to vote are in favour. They must be unanimous, in other words.

If it is a committee decision then the written resolution must be signed by all the trustees on that committee who are entitled to vote.

Because trustee written resolutions must be unanimous they are not massively useful. It may be easier to hold a virtual trust board meeting instead, where decisions only need a simple majority to pass.

“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.

“Such a resolution may consist of several documents in the same form, each signed or authenticated by one or more of the trustees.”
Model Articles of Association (June 2021)

Do members or trustees have to sign the same copy of the resolution?

No. The model articles say that resolutions of both members and trustees can be formed of more than one copy of the same document. (For members the wording is “several instruments in the like form” and for trustees it is “several documents in the same form”, but these two phrases mean the same thing.)

There’s no need to circulate just one document to collect all signatures on the same sheet of paper.

Can written resolutions be emailed and signed electronically?

Yes, if you have adopted the June 2021 model articles, as they specifically allow resolutions in “electronic form” for both members and trustees. They also specifically allow electronic signatures. This means a resolution is valid even if completely digital, for example an email attachment signed with a digital signature.

If you have older articles please check the wording to see whether electronic resolutions and signatures are allowed.

If your articles do not specifically allow for electronic resolutions or signatures you could email the resolution document and ask members/trustees to print it, sign it and post it back or drop it off at the academy.

“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.

“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.

“References to a document being ‘signed’ includes those signed electronically.“
Model Articles of Association (June 2021)

Members, Trustees, Directors and Governors

This page explains the difference between members, trustees, directors and governors in academies.

It also explains what local governors are in multi-academy trusts.

The Structure of Academy Governance

First we need to look at the structure of academy governance.

Single academy trusts (SATs) only contain one academy. In a single academy trust the members sit at the top of the structure. Below the members are the trustees.

So from top down, the structure of a SAT looks like this: members > trustees.

Multi-academy trusts (MATs) contain two or more academies. In multi-academy trusts the members sit at the top of the structure. Below the members are the trustees. And below the trustees, in the majority of MATs but not all, are local governors based at each individual academy.

So in a minority of MATs, the structure has two tiers: members > trustees.

And in the majority of MATs the structure looks like this, with three tiers: members > trustees > local governors.

Let’s start at the top of the structure and explain the role of members.

Members

Members are sometimes called the “guardians” of the academy trust. They set up the trust by signing the memorandum of association and after that have a limited but important role in checking that governance is working well.

Members may be required to attend just one meeting per year, the annual general meeting (AGM), although more members’ meetings may be held depending on the trust.

The main role of members is to hold the trustees to account and oversee their work. They have a look at the accounts, ask trustees questions and make sure there are no serious problems they need to address.

Members have the power to:

appoint some trustees
remove all trustees
appoint or remove other members
direct academy trustees to do things, which means formally order trustees to address a problem like a safeguarding concern
change the articles of association
change the name of the trust
appoint or remove auditors
receive and review (but not sign off) the annual audited accounts.

Members have an eyes on, hands off role, which means they keep an eye on the work of trustees but are nowhere near as involved in governance as trustees. They do not usually visit the academy or attend trustee meetings.

Trusts generally have a small number of members, often three or five. The minimum number of members for any trust is three, but the DfE’s preference is for trusts to have at least five members.

Members must not be employed by your academy trust.

(Academy members should not be confused with associate members in maintained schools – they are totally different roles.)

Trustees

(Note: I’m going to refer to trustees here because that is the name used in documents like the Academy Trust Handbook, but in your own trust they may be called either trustees, directors or governors. I’ll explain why later.)

Next up are the trustees. The board of trustees is where most of the power lies in an academy trust. Trustees have three core functions:

ensuring the academy trust has a clear ethos, vision and strategic direction
holding senior leaders to account for the educational performance of the academies
overseeing the budget and ensuring value for money.

The board of trustees meets far more regularly than members and is the main decision-making body for the trust.

It is the trustees who:

hire the Principal or CEO
sign off the annual accounts
check the trust is following its funding agreement
have responsibility for safeguarding children
have legal responsibility for health and safety, equality and other legal duties
approve the statutory and non-statutory policies (unless they have been delegated down to staff or committees)
visit academies to monitor how policies are put into practice and talk to staff and children
establish or abolish committees, including local governing bodies.

The number of trustees depends on the number allowed by your trust’s articles of association. The powers that trustees choose to delegate will be explained in your trust’s scheme of delegation.

Can a member also be a trustee?

Yes, a person can be both a member and a trustee at the same trust.

However, the DfE’s preference is for most members not to be trustees, to make sure there is significant separation between the tiers of governance.

Members hold trustees to account and they obviously can’t do that effectively if the members and trustees are mostly the same people.

“The majority of members should not also be trustees.”
Academy Trust Handbook

Local Governors

Local governors only exist in multi-academy trusts, not single academy trusts. They sit on local governing bodies (LGBs), which are committees of the board of trustees. Usually each academy in a MAT will have its own LGB, based on site at that academy.

Local governors only have the powers that the trustees have delegated to them. These powers can vary considerably. In some trusts the LGB may not have any powers to take decisions, only to discuss issues and make recommendations. These LGBs are known as advisory bodies.

Local governing bodies may also be known as local governing committees, local academy committees, academy advisory councils or academy councils.

Can a trustee also be a local governor?

Yes, although again it is considered best practice for a majority of trustees not to be local governors in order to separate the tiers of governance. This is just a best practice recommendation though, not a requirement of the Academy Trust Handbook.

Trustees Versus Directors Versus Governors

If you look at the articles of association for your academy trust you may see a section about trustees or you may see a section about directors or governors.

Trustee, director and governor are three different names for the exact same role. They all refer to the people who sit on the main decision-making board directly below the members.

Malory Towers Academy Trust might call them trustees, Hogwarts Academy Trust might call them directors and St Trinian’s Academy Trust might call them governors, but they are all doing the same thing.

Why are trustees called directors or governors at some academies?

Some academies, particularly church academies, couldn’t say their trust board was made up of “trustees” because they already had trustees. Their existing trustees sat on the board of the trust that owned their academy’s land.

So secular academies could have a board of trustees, but some church academies needed a board of directors in order to avoid confusing the two different boards.

Directors was a suitable name because academies are charitable companies and so the people on the trust board are company directors.

This doesn’t explain why some academies use the name “governors” instead of trustees or directors though. To be honest I’m not sure why they do. If anyone does know please get in touch!

What questions should the safeguarding governor ask?

This list of questions for the safeguarding link governor to ask was produced by my local authority’s safeguarding team.

It can help the safeguarding governor check that policies and processes are robust and that the board does not just rely on what they are being told by the Headteacher in meetings.

Questions Your Safeguarding Governor Should Ask

How do governors really know safeguarding is effective?
Is your evidence of effectiveness based on what you are told or what you have observed and checked first-hand through monitoring?
Do you receive, read and ask questions about the safeguarding updates provided to Headteachers and Designated Safeguarding Leads, including updates from the LA, police, health and the Local Safeguarding Children’s Partnership?
Do you review first-hand information or observations on the progress against actions identified through the annual LA safeguarding self-evaluation or external safeguarding audits?
Have you read documents such as Keeping Children Safe in Education (KCSIE) and Working Together To Safeguard Children, published practice reviews and their recommendations and then considered what questions may be appropriate to ask your own setting as a result?
Do you know what Early Help services are available locally and do all staff know how they might refer to Early Help as set out in KCSIE?
Are staff proactively seeking early intervention within and beyond school?
Do you know how effective safer recruitment processes are?
Are all the required recruitment checks completed for all staff?
Do you know what checks or assurances (depending on employment status) are undertaken for visitors? Or before and after school provision? Or volunteers? Or offsite provision?
Do you know how assurance for offsite trips is undertaken?
Do you know how effective online safety considerations are and how secure systems are?
Are online filters set up and effective?
Do you know how you check pupils feel safe at school and who they could talk to if they had any worries?
Do you consider if you always ask the same questions? Consider who selects pupils for you to speak to on school visits – is it governors, the school or is it random? What are the limitations of this approach?
How do you know that records of concerns are kept securely? Or information is shared appropriately on a need-to-know basis with staff?
Are records dated with the relevant staff member identifiable?
Is there a clear record and timeframe of actions and chronology of events and outcome?
Do you know what the process is for managing peer-on-peer abuse? Is it in line with government guidance? Is there sufficient consistency in implementation, clear records and timeframes for actions but also evidence that young people are supported effectively?
Do you know how many allegations of sexual abuse or harassment have been recorded by the school, what patterns, trends or themes have been noted and what actions have been taken as a result? How will the effectiveness of this be monitored?
Do you check whether your complaints policy and processes clearly indicate what constitutes a complaint versus an allegation of harm? Do they identify a clear process for managing complaints or allegations when these are made against the Headteacher or Chair of Governors?
Do you know what safeguarding training governors have undertaken this academic year? What impact has that training had?
Do you know that all governors have read the whole of KCSIE?

Can governors use WhatsApp?

Yes, but it should only be used to share basic factual information like reminders about meeting dates or seeing who can attend upcoming training. An app like this should never be used to make decisions or discuss governor business.

Some clerks set up an admin-only WhatsApp group. Only the group admin can send messages, so the clerk can contact governors quickly without the danger that everyone starts discussing topics that should be raised at meetings.

Alternatively, a standard WhatsApp group allows all group members to send messages. This could allow governors to, for example, send apologies and ask where to find documents, but governors must understand the group cannot be used for discussions.

Why use WhatsApp instead of email or GovernorHub?

Many schools prefer their governors to use school email addresses rather than a personal email address. This is because they worry about GDPR and freedom of information or subject access requests.

Using a school email address avoids these possible problems but it also creates a new problem, because governors now have yet another email account to check when most people have at least one or two already.

GovernorHub offers an alternative to using school emails, but if your school does not pay for a subscription you won’t have access to GovernorHub.

What could WhatsApp be used for?

The governing body or clerk could use a WhatsApp group to:

check which governors are available to attend short notice extraordinary meetings or panels (eg: exclusions or complaints panels)
give apologies for absence or lateness
ask governors to log in to their school email accounts – this sounds daft but it can be an effective way to flag urgent emails without using personal email accounts or expecting governors to check their school email account every day
help people log into virtual meetings
check how many governors are coming to a meeting to ensure you will be quorate
cancel meetings at the last minute
send reminders of training dates or governor visits
share an emergency message saying OFSTED are coming.

Remember that governors are volunteers and must be allowed to mute notifications for periods of time. No-one should expect instant replies or anything close to that and WhatsApp must not be the only way information is shared as not everyone has a smartphone or will wish to use the app.

Consider not adding school employees to the group, as governors who are also school employees will likely check work emails much more frequently than others and probably won’t need the extra alerts.

Make sure the group is named appropriately, so something like “Governor Reminders” rather than “Governor Discussions”. Add a note to say how the group should be used.

You should also make sure it does not cause extra unpaid work for the clerk, as most clerks are paid for a very limited number of hours and any extra communication can eat into that time.

What should WhatsApp not be used for?

Boards and clerks should not use WhatsApp to:

make decisions
discuss any governor business – anything that would usually be discussed in a meeting must still be discussed in that meeting
share confidential information or data
bombard people with messages or constant requests for action.

If governors do start slipping into discussions or trying to make decisions on WhatsApp the clerk or chair should step in to point out the many pitfalls of this.

Pitfalls include the lack of a quorum, the lack of minutes, the lack of recorded actions and assigned responsibilities, the possibility of a freedom of information or subject access request and the fact that any governor who doesn’t happen to read those messages will be unfairly excluded from the discussions.

Do freedom of information requests really apply to personal accounts?

Yes. If you think about it this makes sense because otherwise organisations could hide all kinds of nefarious doings just by using a personal email address or WhatsApp group on their personal smartphone.

Section 84 of The Freedom of Information Act defines what is meant by “information”. The definition is “information recorded in any form“, so there is no difference between an email a governor sends from a school email account or from a personal Gmail or Yahoo account.

The Information Commissioner’s Office specifically say that a WhatsApp group or private email account could contain information that might be requested under FOI law.

“This means that official information held on a public authority’s behalf could be contained in a number of non-corporate channels or locations, including:

in private email accounts, eg: Gmail, ProtonMail or Yahoo Mail

in private messaging accounts, eg: WhatsApp, Signal or Telegram

direct messages sent on apps such as Twitter or via Facebook messenger

on private mobile devices, including text messages on mobile phones and voice recordings.”

ICO Guidance on Official Information Held in Non-Corporate Communications Channels

The Circle Model of School Governance

The circle model of school governance lets schools hold full governing body meetings but scrap most of their committee meetings.

This article explains how governing without committees works in practice. It also provides a comprehensive annual planner that can be used to adopt the circle model in your setting.

Can we really abolish all committees?

In maintained schools there is no legal requirement to run any committees at all. However, it is good practice to keep a pay committee so that some governors are not involved in pay decisions and are therefore free to hear pay appeals. All other committees can be abolished.

In academy trusts the Academy Trust Handbook says that each trust must have an audit and risk committee and should have a finance committee. It is also considered good practice to run a pay committee. All other committees can be abolished.

In multi-academy trusts the local governing bodies (LGBs) are committees of the trust board, so trustees have the power to scrap any LGB. This would be a significant step though and more radical than abolishing committees at the trust board level. This page assumes you are considering scrapping committees that are not LGBs.

Committees Versus Panels Versus Working Groups

Before we discuss the circle model I need to explain the difference between committees, panels and working groups. There is some overlap in how schools use these terms, but here are the most common definitions.

Committee: a small group of governors with delegated decision-making powers. It meets regularly to discuss the same subject, eg: finance or the curriculum. Committees are sometimes called standing committees, with “standing” meaning “permanently in place”.

Panel: a small group of governors with delegated decision making-powers. It meets rarely and only when a need arises, eg: to consider the later stage of a parent’s complaint. Panels are sometimes called ad hoc panels.

Working group: a small, informal group of governors. It meets to talk about a particular issue, for example a policy, but has no decision-making powers.

The circle model gets rid of most committees.

You still need panels so that governors can hear complaints, consider staff disciplinary matters and so on.

You are free to use working groups for any purpose, but there is never a requirement to use a working group for any reason.

Why is it called the circle model?

No decisions are delegated down to committees, so all the power stays within full board meetings. Picture a circle of meetings around a calendar year, each full board meeting feeding into the next one.

If you had committees the circle would be broken because power would be delegated down from the full board to each separate committee, so the structure would look more like a flowchart than a circle.

Funnily enough some schools refer to the circle model as a flat model rather than a circle, because all the power is kept on one flat level – the full board level – rather than delegated down.

I don’t really know how a structure can be both flat and circular at the same time, but that’s one of the great mysteries of school governance…

How does the circle model work?

The work of the scrapped committees is incorporated into an increased number of full board meetings. Each full board meeting will often have one main focus, such as the budget or educational standards.

Meetings are planned to match relevant dates, so a finance-focused meeting is held when the budget needs approval. The policy schedule can also be planned so relevant policies fall into the most relevant meeting.

Rather than a wide-ranging headteacher’s report that covers absolutely everything, the head can be asked to produce shorter, more focused reports that just cover the subjects on that meeting’s agenda.

Individual or pairs of governors are then assigned to monitor areas that would have been covered by committee work. They need to visit school regularly, speak to staff in charge of areas like SEND or safeguarding and then produce written reports to feed back to the full board.

Circle Model Annual Planner

A fellow clerk has very kindly given me permission to share her annual planner for the circle model – many thanks to the clerk in question! This Excel planner was used in a maintained school.

Section one shows the meeting schedule for the year, with full governing body meetings and pay committee meetings planned. One FGB per year is dedicated to the budget in April and one FGB to admin tasks in September (electing the chair, assigning link roles and so on).

Section two provides comprehensive agendas for all meetings across the year. Section three lists the link governors and their areas of expertise.

Section four records the working groups the school used, which in this case included a group discussing the school improvement plan and a group creating a risk register.

Before you download the file here’s a tip from the clerk who shared it with me – it is important that governors keep on top of monitoring under the circle model, including both carrying out the visits or discussions and reporting them back to the board. This may need chasing by the clerk or chair.

The clerk also noted that her school runs three governors days each year where governors can walk round the school, conduct monitoring tasks and take part in training. This lets them cover much of the monitoring that is needed.

Download Circle Model Annual Planner (.xlxs Excel file)

Advantages of the Circle Model

The circle model comes with both pros and cons. Let’s look at some of the advantages first.

Everyone knows everything! Because all governors are attending all meetings they have a much broader view of what is happening in school. It can be easier to follow discussions because they hear about all aspects of school life.

No repetition of committee work. A common pitfall under a committee model is that a decision is made at committee level and then rehashed all over again at a full board meeting. This wastes time and defeats the purpose of delegation.

No clashing of committee work. A decision made in one committee can easily impact the work of another. This is avoided if all decisions come to FGB.

Full board decisions may be made more urgently. This will depend on how many FGB meetings you have, but many schools who run committees only hold one full governor meeting per term, which can delay decisions that can only be made by the full board.

It can suit smaller governing bodies. If you struggle to recruit governors you may not have enough people to form multiple successful committees. I’ve worked in a school where we could just about form committees but the meetings were often inquorate because just one governor couldn’t attend.

Agendas can be easier to plan. All subjects are the business of the full governing body and do not need to be shared among multiple committees according to their terms of reference.

It may be easier for busy governors. Rather than needing to attend committee meetings at times convenient for all committee members, governors can arrange to conduct their monitoring visits at times that suit them (as long as the times suit the school staff too, of course).

It avoids delegation confusion. Most clerks will have had a conversation with governors about a decision they are trying to make in a committee that actually requires the approval of the full board. If all decisions go to the full board this problem is avoided.

Disadvantages of the Circle Model

Here are the downsides of the circle model, along with some ideas on avoiding these challenges.

Lack of time for really detailed discussions. When committees work well they allow for a forensic look at a specific subject, for example the budget. Some schools call committees the “engine room” of governance because that’s where they feel the most important work is done.

Solution: Make sure you hold enough full board meetings throughout the year. Form working parties if needed. Encourage governors to read all papers, reports and data before the meeting so they can ask informed and challenging questions.

Governors must commit to school visits. In all schools governors must visit regularly, but this is vital when using the circle model as a lot of monitoring previously done by committees will now be done by individuals or governor pairs. Written reports must then be discussed at the full board.

Solution: Make sure governors understand the commitment required for the circle model. Work with the clerk to write a monitoring plan that accommodates governors’ schedules. Provide governors with an example visit report. Ask the clerk to chase visit reports.

It can be daunting for new governors. They may be more comfortable starting out in a committee with their colleagues rather than visiting a school alone.

Solution: Assign people into monitoring pairs or give them a more experienced governor buddy. Make sure they have access to training and support from the clerk or outside organisations.

You need a strong chair. The chair will have no back-up from committee chairs and will be responsible for approving all draft agendas and minutes. They may also need to encourage governors who are not undertaking the necessary monitoring.

Solution: The only solution to this one is electing a good chair, but the board can help itself by ensuring a succession plan is in place for the chair and giving them access to training. Also make sure the vice-chair is giving support.

Danger of long meetings. The circle model can result in very long meetings as nothing is delegated down. Two hours is considered a rough maximum for a full governor meeting, with two and a half hours absolute maximum. After three hours everyone is asleep.

Solution: The clerk and chair should work together to plan out annual agendas. Working parties can look at subjects in detail and bring a recommendation to the full board. Get anything operational off the agenda and remember that most policies do not need annual approval and some do not need governor approval at all.

It may not suit large boards. If you have a larger than average board ditching committees may make it harder for all governors to be heard in meetings and make discussions less manageable.

Solution: Jettison half your governors. (Just kidding.) Consider that a structure that includes committees may suit your board better.

How many full governor meetings do you need under the circle model?

It is up to the board to decide, but a standard minimum under the circle model seems to be six full governor meetings per year, so one meeting each half-term.

(The absolute minimum number of full board meetings for both maintained schools and academies is three per year, but three meetings will not be nearly enough under the circle model.)

Between each meeting individual governors or governor pairs visit the school and write a report that is discussed at the next meeting.

Does the full board need terms of reference under the circle model?

Strictly speaking the answer is no, because terms of reference describe how power is delegated and in this model all the power remains with the full board.

However I would recommend agreeing terms of reference that describe the circle model, how many meetings per year will be held and the responsibilities of the full board. This avoids any confusion and reminds you that if you do set up committees in the future those committees will need terms of reference themselves.

The terms of reference should also explain how many monitoring visits governors are expected to undertake per term.