Sophie Lee (Clerk to Governors) – Page 2

Interim Executive Boards

An interim executive board (IEB) replaces a school governing body when the school is experiencing serious problems and needs to improve quickly.

The IEB takes on all the normal responsibilities of governors but must also specifically tackle the weaknesses. IEB members need to be suitably skilled and will often have considerable experience as school governors.

“The IEB’s function is to provide interim expertise and high-quality governance to support future improvement in the maintained school and this should include the promotion of high standards of educational achievement.”
Schools Causing Concern

In maintained schools members of the IEB are appointed by either the local authority or the Secretary of State for Education via a Regional Director (RD). (Regional Directors used to be called Regional Schools Commissioners or RSCs.)

In academy trusts an IEB cannot be installed to replace the board of trustees.

However, in multi-academy trusts the trust board can decide to replace a local governing body (LGB) with an IEB. It could also use an IEB to run the local governing body of a school that is joining the trust and has no existing local governance in place.

The majority of information on this page covers IEBs in maintained schools, but I also cover academy IEBs at the end.

When can an interim executive board replace the governing body?

An IEB can replace the governing body of a maintained school if the school becomes what is known as eligible for intervention.

“If at any time a maintained school is eligible for intervention the Secretary of State may give the governing body a notice in writing stating that, as from the date specified in the notice, the governing body are to be constituted in accordance with Schedule 6 (governing bodies consisting of interim executive members).”
Education and Inspections Act 2006 (Section 69)

“If at any time a maintained school is eligible for intervention, the local authority may, with the consent of the Secretary of State, give the governing body a notice in writing stating that, as from a date specified in the notice, the governing body are to be constituted in accordance with Schedule 6 (governing bodies consisting of interim executive members).”
Education and Inspections Act 2006 (Section 65)

The term eligible for intervention comes from part 4 of the Education and Inspections Act 2006. It is explained further in the DfE guidance on Schools Causing Concern.

A maintained school can become eligible for intervention in the following three ways.

1. The School Fails To Comply With A Warning Notice

A warning notice is an official warning to a school saying that it must improve in a certain way. These notices are issued by either the LA or the Regional Director.

A warning notice can be issued because:

the school’s educational results are poor
there has been a breakdown in leadership or governance
there is a serious safety concern
the governing body have not complied with an order relating to teachers’ pay and conditions.

2. The School Is Rated Inadequate By OFSTED

Schools can be rated Inadequate in an OFSTED inspection for a range of reasons, including safeguarding failures, a very poor standard of education or significant behaviour concerns.

All maintained schools rated Inadequate by OFSTED must be issued with an academy order which requires them to become an academy.

However, an IEB could be put in place until the conversion to an academy is complete or the school joins an existing academy trust.

3. The School is Not Making Necessary Improvements

A school is deemed to be not making necessary improvements if it has been rated as Requires Improvement (RI) or Inadequate by OFSTED in its two most recent section 5 inspections.

Where does the legal power to install an IEB come from?

The law on IEBs comes from Part 4 of the Education and Inspections Act 2006.

Section 65 of this law gives the LA the power to install an IEB in a maintained school if that school is eligible for intervention.

Section 69 gives the same power to the Secretary of State for Education. In practice the Regional Director wields this power on their behalf.

What governance failings could lead to an IEB?

DfE statutory guidance lists examples of poor governance that could lead to schools receiving a warning notice. If governors do not comply with that warning notice they are in danger of being replaced by an IEB.

Possible governance failings include overspending, many governors leaving, significantly changing the number or type of governors on the board with no reasonable motive, interfering with the everyday running of the school, failing to examine key data or failing to manage risks.

“Evidence that governors may be failing to deliver on one or more of these strategic roles could include, but is not restricted to:

– evidence of poor financial management and oversight, such as consistent overspending of the school’s budget beyond agreed thresholds

– high governor turnover

– a significant, unexplained change to their constitution

– the governing body having an excessive involvement in the day to day running of the school

– lack of appropriate engagement with data. This might include, but is not limited to, data on pupil learning and progress, or staff recruitment; and/or

– not sufficiently managing risks associated with strategic priorities and school improvement plans.”
Schools Causing Concern

Can a governing body refuse to be replaced by an IEB?

No. The purpose of the interim executive board is to turn around a school that is struggling. Existing governors cannot just decide to stay on as they may be partly or largely at fault.

However, statutory guidance says that before an IEB is established the LA or RD must consult the existing governors.

They must also consult the diocese in a Church of England or Catholic school and whoever appoints the foundation governors in any other type of foundation or voluntary school.

“Prior to requiring the governing body to enter into arrangements, the relevant body must consult the governing body of the school, the appropriate diocesan authority (in the case of a Church of England or Roman Catholic school) and in the case of any other foundation or voluntary school, the person or persons by whom foundation governors are appointed.”
Schools Causing Concern

The guidance says that a typical consultation timescale is 10 days.

Guidance for LAs who wish to install an IEB describes good practice for the consultation process. The guidance advises that someone from the LA should attend a meeting of the full governing body “at an early stage” to explain why they think an IEB is necessary and offer governors a chance to give their views.

“Discussions, where possible, should seek to include all governors. Local authorities should be cautious in assuming that the views of one governor (eg: the chair of governors) are automatically the views of all governors.

“It is good practice to offer a meeting with the full governing body at an early stage so that the local authority can set out its reasons for the application and invite the governing body to respond.”
Interim Executive Board: Application Form Guide

When asking for permission from the Secretary of State to set up the IEB the LA need to submit the views of the current governing body with their application form. They must also include a list of proposed IEB members.

Who sits on interim executive boards?

Schedule 6 of the Education and Inspections Act 2006 explains how an IEB is formed.

IEBs do not follow the usual School Governance Constitution Regulations that apply to maintained school governing bodies and dictate how many governors of each type you must have.

“During the interim period, the requirements concerning the
governing body’s constitution set out in the School Governance (Constitution) (England) Regulations 2012 do not apply.”
Schools Causing Concern: Guidance For Local Authorities and RSCs

This means that IEBs do not have the standard format of maintained school boards: one staff governor, one LA governor and so on. All IEB members are simply called interim executive members.

On a date specified by the LA or Secretary of State the existing governors are removed and replaced by the interim executive members.

The law contains a broad clause that says the IEB “may determine their own procedure”, so interim executive members can make decisions on procedural issues such as how often to hold meetings.

Are IEB members paid?

They can be, unlike governors on normal governing bodies who are unpaid and may claim expenses only. Whether IEB members receive payment will be up to the LA or RD that establishes the IEB.

How many people form the IEB?

There must be a minimum of two people on the IEB. There is no maximum number, but IEBs tend to be smaller than a normal governing body.

“The number of interim executive members must not be less than two. The appropriate authority may appoint further interim executive members at any time during the interim period.”
Education and Inspections Act 2006 (Schedule 6)

Statutory guidance says the IEB should be a “focused group” and normally include people with finance skills and experience of improving schools.

“Members of an IEB should be chosen on a case-by-case basis, depending on the needs of the school, but should normally include individuals with financial skills and experience of transformational educational improvement.”
Schools Causing Concern: Guidance For Local Authorities and RSCs

As an example, Birmingham LA explain in their IEB role description document that they usually have five people on their interim executive boards.

A memo attached to the law on moving back to a standard governing body when the IEB ends says that IEBs are usually small and three to six IEB members is typical.

“An IEB may be a small body, typically consisting of between
three and six members.”
Explanatory Memo to the School Governance (Transition from an Interim Executive Board) (England) Regulations 2010

Can existing governors be appointed to the IEB?

Yes, but the DfE recommend against this. However, the law does allow current governors to remain at the school to serve on the interim executive board.

“On the date specified in the notice under section 65(1) or 69(1), the existing governors vacate office. Sub-paragraph (1) does not prevent the appointment of an existing governor as an interim executive member.
Education and Inspections Act 2006 (Schedule 6)

Statutory guidance says that in “most cases” the existing governors will be replaced by new IEB members, so a completely new board will be formed. This makes sense because the point of the IEB is to replace a weak governing body or a board that has overseen a failing school.

“Although it is not prohibited by law, in most cases we would not expect existing governors who are vacating office to be nominated as IEB members.”
Schools Causing Concern: Guidance For Local Authorities and RSCs

Although most governors will be replaced the guidance specifically allows existing governors to help and support the IEB.

“The IEB may however arrange for the discharge of their functions by other people as they see fit. In this way, the IEB could continue to benefit from the experience of existing governors and help engage future governors.”
Schools Causing Concern: Guidance For Local Authorities and RSCs

Can IEB members be removed?

Yes, they can be removed by the LA or RD, depending on who they were appointed by. They cannot be removed by their fellow IEB members. The law says that IEB members can be removed for “incapacity” or “misbehaviour”.

“An interim executive member—

(a) holds office in accordance with the terms of his appointment and subject to paragraph 18, and

(b) may at any time be removed from office by the appropriate authority for incapacity or misbehaviour.

“The terms of appointment of an interim executive member may provide for his appointment to be terminable by the appropriate authority by notice.”
Education and Inspections Act 2006 (Schedule 6)

Who chairs the IEB?

Either the LA or the Regional Director (depending on who installed the IEB) can nominate one of the IEB members to serve as chair.

“The appropriate authority may nominate one of the interim executive members to be chairman of the interim executive board.”
Education and Inspections Act 2006 (Schedule 6)

How long is the IEB in place?

There is no set timescale in the law, but a memo attached to the law says an IEB is usually in place for between one to two years.

“IEBs normally operate for between 12 to 24 months.”
Explanatory Memo to the School Governance (Transition from an Interim Executive Board) (England) Regulations 2010

Birmingham LA says they usually run IEBs for between one and two years.

“Members of the IEB hold office for the period that the IEB is in existence, which is typically between twelve months and twenty four months.”
IEB Role Description (Birmingham LA)

How does an IEB end?

The process for transferring from an IEB into a normal governing body is described in this law. This is know as the transition process.

During the transition the LA have the power to either set up a shadow governing body or set up a normal governing body.

“A local authority can determine whether the circumstances of an individual case make it appropriate to appoint a shadow governing body as part of a school’s transition back to normally-constituted governance, or to move straight to establishing a normally-constituted governing body more swiftly if the circumstances allow.”
Explanatory Memo to the School Governance (Transition from an Interim Executive Board) (England) Regulations 2010

What is a shadow governing body?

A shadow governing body works alongside the IEB for a minimum of six months, learning how to govern the school from the experienced IEB members. They “shadow” the IEB, in other words.

At the end of the minimum six months the shadow governing body becomes the normal governing body of the school and the IEB members step down.

If the LA decide not to use a shadow governing body then the IEB will be replaced by a normal governing body.

IEBs in Academies

The Education and Inspections Act 2006 does not apply to academies, so neither the local authority nor the Secretary of State for Education have the power to install an IEB to replace the academy trust board or a local governing body.

However, the Secretary of State does have the power to terminate an academy funding agreement and force an academy to join a different academy trust. This process is known as “transferring” the academy.

If an academy is causing concern then other possible actions the government can take are described in statutory guidance. They include issuing a warning notice or issuing a financial notice to improve (FNTI).

In a multi-academy trust the trust board has the power to replace local governing bodies with IEBs, because all local governing bodies are committees of the trust board. They may replace a local governing body if it is failing or if a new academy is joining the trust and does not already have local governance in place.

In academy trusts the composition and terms of reference of the IEB are decided by the academy trust board.

Recruiting A Clerk To Governors

Recruiting a clerk to governors or governance professional can be tricky as it’s a niche role and many schools only offer small contracts.

This article helps you find a clerk to governors, hold interviews to discover the best candidate and advises on what to do if you’re unable to recruit a clerk.

NOTE: If you are struggling to recruit I may be able to offer a short-term, virtual clerking service. Please contact me for details.

Advertising For A Clerk

Here are some places that accept adverts for clerks. If you know of other places to advertise please contact me and I will add the details.

The titles “clerk to governors” and “governance professional” tend to be used interchangeably. Governance professional is the title that the DfE have preferred over the past few years, but many schools still advertise for a clerk.

The National Governance Association allows schools to advertise clerking roles.
The National Association of School and College Clerks also lets schools advertise for a clerk.
Eteach contains listings for clerks.
The DfE Teaching Vacancy service contains listings for school support staff, including clerks.
The TES (Times Educational Supplement) accepts listing for clerks.
Your LA Governor Services department may provide clerks through their own clerking service, although it will likely be more expensive than hiring a clerk directly.
Contact local schools to ask if their current clerk would like more work. Many clerks work for multiple schools and are happy to work at both maintained schools or academies.

Who interviews the clerk?

It tends to be the headteacher and chair of governors who interview the clerk. In an academy trust they may be joined by the head of governance or whoever takes the lead on governance issues.

Remember that the clerk or governance professional is not line managed by the headteacher. They are employed by the governing board (not the head) and should be line managed by the chair of governors.

Clerk To Governors Job Description and Person Specification

A job description and person specification for a clerk is available from Southampton LA. (Look for “governance professional, formerly clerk to governors”).

I also have a page that describes the role of the clerk in detail.

Training For Clerks

Ask A Clerk provides training courses for maintained school clerks.

Questions To Ask At Interview

I have a separate article suggesting questions to ask at a clerk to governors interview.

Tasks At Interview

To test a potential clerk’s skills at interview you could ask candidates to:

provide a copy of their minutes (if they have worked as a clerk before)
watch a short video and minute the key points
summarise a long headteacher’s report in one side of A4
improve the spelling, grammar, flow and formatting of a poorly written set of minutes you provide
answer a quiz on the school governance regulations (maintained schools) or your own articles of association/terms of reference (academies)
write a letter to a governor telling them they have been disqualified for failing to attend meetings
write a letter to a governor telling them they have broken the code of conduct and the board have voted to suspend them.

What happens if we cannot recruit a clerk?

Every maintained school and academy trust needs a clerk or governance professional, so you need to keep looking.

In the short-term one of your governors/trustees can take the minutes. This really is only a short-term solution as it adds an additional burden to the governor or trustee, makes it difficult for them to take part in discussions and means you do not have access to the clerk’s advice.

If you’re struggling to recruit I would review your job advert, salary offer and job description to see if you can make the role more enticing.

I often see job adverts for clerks that are confusing, uninviting or sometimes even needlessly scary! Here are some common mistakes I see schools make in their adverts.

Hiding The Salary

The job advert says something like “Salary is £15-£16 per hour depending on experience and we hold six full board meetings per year.”

Okay…but how much is the salary? You need to say how many hours of work are allocated for each meeting. Eight hours for each full board meeting at £15 per hour would be £720 per year, whereas 14 hours per meeting would be £1260 per year. That’s a vast difference.

To properly explain the salary each advert for a clerk must include:

the number of hours included in the contract (eg: 120 hours annually)
the number of full board meetings per year
the number of committee meetings per year
the pay per hour
whether overtime is paid to cover other duties (training, admin, governor panels, extraordinary meetings etc).

When deciding how many hours to allocate per meeting the minimum allocation often recommended is 10 hours per full board meeting and seven hours per committee meeting.

Suspiciously Low Number of Annual Hours

I recently saw a school advertise for a clerk to work for just 60 hours per year. This was to clerk six full board meetings, so I imagine they’ve allocated 10 hours per meeting.

That’s fine in itself, but the advert made no mention of additional hours allocated for training, extraordinary meetings, governor panels, keeping records, offering advice, updating the website, begging governors to fill in their declaration of interests form for 2023 before the form for 2024 becomes due…

It is very helpful to tell applicants whether overtime will be paid for additional work. You also need to check how the number of hours have been calculated. Were they calculated 15 years ago and no-one has reviewed them since? Do they really reflect the amount of work you are asking the clerk to do?

It’s a good idea to ask your previous clerk whether they feel they were being paid for all the hours they were required to work – you might be surprised at the answer.

Expecting Unreasonable Flexibility

Clerks do need to be flexible in their approach to working hours as boards may need to change meeting dates or hold meetings at short notice.

However, if you are trying to employ someone who can work at 8am on a Monday, 7pm on a Tuesday and 1pm on a Wednesday you may find that a struggle.

Almost all clerks have to take on extra work around their clerking, so if you’re offering three hours of work per week and want complete flexibility in return you may need to relax your requirements.

Terrifying The Life Out Of People

I almost didn’t apply for the first ever clerking role I held because it sounded pretty daunting.

Phrases like “The clerk advises the governing body on legislative issues” can make it sound like you need a barrister, not a clerk. I also once saw an ad that said the job was “not for the faint of heart”!

Now, you do need to tell candidates that they will be expected to do more than take notes, but do make it clear that no legal qualifications are needed and full training will be available (and that you will of course pay for the time spent undertaking that training).

It also helps to mention any sources of support you have as a governing body. For example, if you’re members of the NGA, GovernorHub Knowledge or your LA provides clerking support forums.

Treating Committee Meetings As Minor Add-Ons

I once enquired about a clerking role which said the school ran six full board meetings per year “plus committees”. They were paying a fixed number of hours per year.

When I asked for more information it turned out they held six full board meetings and ten committee meetings per year, with all 16 meetings to be covered by the fixed hours contract.

I’ve seen other schools do this too, ignoring committee meetings in their adverts because they seem to believe they take far less time to clerk than full board meetings and the full board meetings are the main part of the job.

It’s true that committee meetings are often shorter than full board meetings, but they can also be quite complex. Anyone who thinks committee meetings are a doddle has never minuted a finance committee! Plus there is still the usual work of drafting the agenda, sorting out papers, offering advice and so on.

An experienced clerk may be suspicious of an advert that carefully explains how many full board meetings you hold but fails to mention committees. (Of course, if you run the circle model of governance you won’t hold committee meetings, so do mention that in your ad if that’s your set-up.)

Staff Disciplinary Panels

Governors sometimes need to form a panel to decide whether disciplinary action should be taken against a member of school staff.

Clerking a staff disciplinary panel is less stressful than it might sound because it is led by a human resources (HR) advisor rather than the clerk to governors.

The HR expert will advise governors and make sure they follow your school’s disciplinary policy. The clerk helps gather the required number of governors for the panel but on the day of the disciplinary hearing you are (for once!) just there to take minutes.

What is the process for a staff disciplinary hearing?

Each school must follow its own staff disciplinary policy so that’s the first thing to check. Written guidance on holding disciplinaries is also available from ACAS (the Advisory, Conciliation and Arbitration Service).

As a guide, the disciplinary process starts when an allegation is made against a staff member. An investigation into that allegation is carried out by either the headteacher or a senior member of staff.

The investigating officer may decide that no further action is needed or that the issue can be dealt with by offering extra training or an instruction on how to behave in the future.

If the investigating officer decides that the issue is serious enough they refer it to a staff disciplinary panel hearing. This is where governors become involved because they sit on the panel.

At the panel hearing the investigating officer explains the allegations and goes through the evidence. The employee is given the opportunity to set out their case and answer any allegations.

Witnesses can be called by either side. Both the investigating officer and employee can question the case put forward by the other party. The headteacher or governor panel may question any evidence presented and will be advised by the school’s HR provider.

The governor panel considers all the evidence and decides whether there are reasonable grounds to believe the alleged act or behaviour occurred. The governor panel also decides whether they think disciplinary action is justified.

If the staff member disagrees with the panel’s decision they can appeal to a second panel of governors, known as the appeals panel. The appeals panel should be formed of governors who did not sit on the first panel.

Can staff governors sit on staff disciplinary panels?

No. Any governor who is a school employee must not sit on a staff disciplinary panel. It would not be right for an employee to judge whether disciplinary action should be taken against their own colleague.

Which governors can sit on the panel?

Check your school’s own staff disciplinary policy, but generally any governors who are not school employees are able to sit on a staff disciplinary panel.

It’s common for policies to say that a panel of three governors is needed, as a three-person panel helps to avoid a tied vote. You should also check whether your policy states the chair or vice-chair of governors should be on the panel.

My LA’s policy says the chair or vice-chair should sit on the appeals panel, which is the second governor panel. That means that in my LA either the chair or vice-chair of governors should not sit on the first panel, because governors cannot sit on both the first and second panels.

The usual rules about conflict of interest apply to any governor panel. A governor who is biased or could be seen to have a bias must not sit on the panel.

That would include a governor who has a personal connection to the school employee, for example a governor who is related to them. It also includes a parent governor whose child is in the employee’s class.

Do governors need training to sit on a staff disciplinary panel?

No, there is no requirement for governors to receive training. However, training can be very helpful to ensure governors understand their remit and duties.

Does the clerk need training to clerk a staff disciplinary panel?

No, there’s no requirement for the clerk to receive training.

In this situation the clerk’s role is simply to take minutes, not to advise on procedures and law. It is the HR professional who offers advice to the governor panel, not the clerk.

My LA staff disciplinary policy says a “note-taker” must attend the disciplinary hearing. I’d usually object to a clerk to governors being called a “note-taker”, but in this case it is correct – we are only at the hearing to take notes.

What documents should be prepared before the hearing?

It is likely that the document pack will be prepared by school staff rather than the clerk. Every page of the document pack should be numbered to ensure everyone at the hearing can find a page easily and all attendees should receive the same information.

The document pack might contain:

a written account of the investigation
written witness statements
the staff disciplinary policy
the staff code of conduct
HR records about the staff member.

Who attends the staff disciplinary hearing?

My LA’s staff disciplinary policy says the following people are invited to the hearing:

the school employee who is the subject of the hearing
the investigating officer
the governors who are sitting on the panel
HR adviser(s)
a person accompanying the staff member, for example a union rep or a colleague
any witnesses, eg: a teacher who saw an incident in the playground
the clerk.

Governors who are not on the panel must not attend the hearing.

What decisions can governors reach?

The possible outcomes of the hearing will depend on your school’s policy and whether the employee has been disciplined before.

Depending on the situation and your policy the panel might:

decide the allegations have not been proven
issue a written warning or final written warning
fire the employee with notice
fire the employee without notice (immediate dismissal).

Who writes the letter to the staff member to inform them of the panel’s decision?

The HR adviser should write the letter as they are the HR expert, not the clerk to governors.

How do you write minutes of a staff disciplinary panel?

Minutes should be as detailed as possible and clearly show who is speaking. The minutes will be no use if they don’t make it clear what the staff member said in their defence, what the HR adviser advised, what the union rep said and so on.

I would try to stick as closely as possible to the actual words used. In a full board or committee meeting the clerk needs to summarise the discussion, but in a disciplinary panel clerks should try to avoid putting words into other people’s mouths.

You also need to avoid introducing any kind of bias into the minutes by accidentally presenting one party in a more favourable light or spending more time minuting the questions from governors than the answers given by the employee.

In a usual governor meeting you might be diplomatic and say “Governors had a robust discussion and decided to reject the idea” when what actually happened was a heated argument and governors expressing very strong views.

These kind of minutes are fine for board meetings where governors have collective responsibility and must arrive at collective decisions.

However, in disciplinary minutes it is better to record what actually happened as accurately as possible. Write “JC stated that was total nonsense”, rather than “JC denied the accusation”, so you avoid changing the meaning.

Ask for clarification if you have not understood something and let the chair know if you have fallen behind in your notes and need a pause to catch up.

You should also record any adjournments, for example if the panel take a bathroom break. You must also record in the minutes any time someone leaves or enters the meeting.

Witnesses may be asked to leave after they have spoken and the employee, together with anyone accompanying them, will be asked to withdraw temporarily while the panel make up their mind.

Should staff disciplinary minutes be sent to all governors?

No, definitely not. Minutes should be marked confidential and only shared with governors who were on the panel.

If the employee is unhappy with the decision of the disciplinary panel they may appeal and a second panel of governors will be needed to hear that appeal. The governors on this second panel must not have had any involvement in the case, which includes reading the minutes of the initial panel.

The full board of governors can be told that a staff disciplinary hearing took place, but no other information should be shared with them.

Clerk To Governors Training: Roles, Procedures & Allowances

I am pleased to launch the first Ask A Clerk online training course for clerks to governors in maintained schools! (This course is not suitable for academy clerks.)

The first training course is called the Roles, Procedures & Allowances training. It talks you through every section of the School Governance (Roles, Procedures and Allowances) (England) Regulations.

I explain how the rules work in practice and translate the legal language into plain English. This is a pre-recorded video course so you can watch the video as many times as you like, whenever you like.

The two-hour training video comes with a 66-page written transcript. It also comes with a 17-page written study guide which helps you understand the key points of law and summarises each section.

This is the course I wish existed when I became a clerk in 2012.

What does the Roles, Procedures & Allowances training course cover?

The Roles, Procedures & Allowances training course provides a comprehensive guide to The School Governance (Roles, Procedures and Allowances) (England) Regulations 2013.

This law applies to maintained schools in England.

The course covers:

an introduction to the role of governors, the headteacher and clerk
how to elect the chair of governors and vice-chair
when chair’s action can be used (the chair’s power to act alone in emergencies)
removing a chair or vice-chair
how to call meetings
when the agenda and papers must be sent out
who can attend meetings
calculating the quorum at full board or committee meetings
who can vote
the procedure used to hold votes
conflicts of interest
suspending governors
delegating decisions to committees and individual governors
appointing associate members to committees
governor allowances/expenses.

Who is this training course for?

The Roles, Procedures & Allowances training course is only suitable for clerks working in maintained schools in England.

It is not suitable for clerks in academies (either single academy trusts or multi-academy trusts), pupil referral units or sixth-form/further education colleges.

What if I’m not sure what type of school I’m in?

If you’re not sure whether the course is suitable for you send me a message including your school website and I’m happy to check before you purchase.

You can also look your school up on Get Information About Schools (GIAS).

If GIAS says your school is a community, voluntary-aided, voluntary-controlled or foundation school (or a maintained nursery school) and your school is in England this course is definitely suitable for you.

How is the course delivered?

The video is on a password-protected page on Ask A Clerk and can be watched using any web browser. The written study guide and transcript of the video are available as pdf files.

Once you place an order you’ll receive a password within 24 hours and a link to the training page. (If I receive the order by 6pm you will receive the password the same day.)

The video can be watched and rewatched at any time and the pdf files can be downloaded.

Can I see a preview of the course?

Yes – below is a section of the Roles, Procedures & Allowances training video. You can also view the corresponding sections of the transcript and study guide as pdf files.

Excerpt from Roles, Procedures & Allowances Transcript (.pdf)

Excerpt from Roles, Procedures & Allowances Study Guide (.pdf)

How can I buy the Roles, Procedures & Allowances training?

There are two ways to purchase.

Buy using PayPal or credit/debit card.
You will receive the password to access the training within 24 hours.
(If I receive the order by 6pm I’ll send the password the same day.)
Buy via invoice (if you order with a school email address).
The invoice can be paid via bank transfer (BACS), cheque or credit/debit card.
You will receive the password to the training within 24 hours of confirming you accept the invoice.

Discounts are available for multiple purchases of 10 courses or more.

If you’d like to buy multiple courses or you’re buying for an organisation and would like to host this course on your own learning management system please contact me for details.

Buy The Roles, Procedures & Allowances Training Via Paypal or Credit/Debit Card (£29.99)

Click the button below to buy via Paypal or credit/debit card. You’ll receive a payment receipt immediately.

I will then email you the password to the training within 24 hours.
(If I receive the order before 6pm I will send the password the same day.)

Please note this course is suitable for clerks in maintained schools only (not academies, pupil referral units or sixth-form/FE colleges).

Buy The Roles, Procedures & Allowances Training Via Invoice

If you order using a school email address (eg: [email protected]) you can pay by invoice.

Please complete the form below and I will send an invoice within 24 hours. The invoice can be paid via bank transfer (BACS), cheque or credit/debit card.

Once I receive a reply from the school email address to confirm you accept the invoice I will send the password to the training within 24 hours.

Please note this course is suitable for clerks in maintained schools only (not academies, pupil referral units or sixth-form/FE colleges).

Request An Invoice for the Roles, Procedures & Allowances Training (£29.99)

← Back

Thank you for your response. ✨

Thank you for requesting an invoice for Ask A Clerk training. I will be in touch shortly.

What if I’m not happy with the course?

If you have an IT problem at any time after buying just contact me and I will find a solution.

If you’re not satisfied with the course please contact me within seven days of purchase, tell me why you found the course unhelpful and I will refund your money.

Where can I log in to the course?

The login page will be emailed to you when you buy the course, along with your password. If you’ve lost your login details just get in touch and I’ll resend them.

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)