Author: Sophie Lee (Clerk to Governors)

Voting at School Governor Meetings

This is a quick guide to voting procedures at meetings of school governing bodies. It covers both maintained schools and meetings of academy trustees. (Note though that meetings of academy committees may have different rules as academy trusts have the freedom to set their own committee procedures.)

All Votes Are By Majority

In both maintained schools and academy trustee meetings decisions are made by a majority vote – in other words, if more governors vote in favour than vote against then the vote has passed. It does not have to be unanimous.

“Every question to be decided at a meeting of the governing body is to be determined by a majority of the votes of the governors present and voting on the question.”

Roles, Procedures and Allowances (England) Regulations 2013

“Subject to these articles, every question to be decided at a meeting of the trustees shall be determined by a majority of the votes of the trustees present and voting on the question. Every trustee shall have one vote.”

Model Articles of Association (2021)

All Governors Have One Vote

There are lots of different types of governor in maintained schools but they can all vote. Co-opted governors can vote, parent governors can vote, local authority governors can vote. Staff governors, foundation governors and partnership governors can all vote too. As long as you’re a governor, you can vote.

Academy trustees can all vote too, whether they’re parent trustees, co-opted trustees or any other kind of trustee. Academy trusts can set their own rules for committee meetings, including local governing bodies, but it would be usual practice for all local governors and other committee members to have a vote on the committee(s) they sit on.

The only exception to the “one governor one vote” rule is that if a vote is tied the person who is chairing the meeting has a casting vote to break the deadlock.

The right to vote is removed if a governor or trustee has a conflict of interest. For example, if a governor runs a cleaning company that the governing body may wish to hire, that governor must leave the room when the item is discussed and not vote on the issue.

The right to vote is also removed from an individual governor if the board is deciding whether to elect them as chair or vice-chair or deciding whether to appoint, reappoint, suspend or remove them from the board. This rule is explicit in law for maintained schools and is implicit in academy model articles which say that a trustee must “absent himself from any discussion” where he has a personal interest.

The Headteacher Usually Has A Vote

Headteachers are slightly more complicated because they can choose not to join the governing body and in an academy can only be a trustee if they have been appointed by the members. (Maintained school headteachers have an automatic right to be a governor, although they can choose not to sit on the board.)

In most cases though the headteacher or principal will be a governor/trustee and will therefore have a vote.

The clerk never has a vote and neither do any invited guests or observers.

Associate Members Can Vote On Committees Only

Associate members in maintained schools cannot vote at full governing body meetings. They can vote on committees but only if they have been given the right to do so by the full board. A separate article gives more detail on the role of associate members.

Academies may also use the term “associate member” to describe members of committees who are not trustees, but each academy trust can set its own rules for voting. In general, any member of an academy committee will usually have a vote.

Voting Procedures

There are no set procedures for voting so governors can choose whether to hold a ballot, ask for a show of hands or simply request verbal agreement. However, be aware that some forms of voting are banned.

Proxy voting is not allowed in maintained schools. If the staff governor, for example, cannot attend a meeting they cannot ask another staff member to attend in their place and vote on their behalf. In academies, the trustees cannot vote by proxy either (but the members can).

Voting by email is not allowed in maintained schools, so in these schools governors cannot vote in advance of a meeting. Academy trustees can make decisions via written resolution and the current model articles (2021) allow for “electronic” resolutions to be passed.

The law and model articles (2021) also allow governors and trustees in all schools to vote via phone or video link if they are attending the meeting virtually.

I have to admit that when I first started clerking for governing body meetings I was slightly baffled as to how governors were making decisions, because issues seemed to be decided almost telepathically without ever using a show of hands or the chair calling for a vote. Votes are commonly held informally, often assuming that there is agreement unless someone verbally objects.

Here’s a description of voting procedures from North Yorkshire governor services that probably sums up the experience of many meetings.

“Often propositions will be discussed without a formal resolution or a formal vote.

“The chair, judging the views of those at the meeting and assessing that there is a consensus, asks “all in favour” and notes a series of nods, grunts and vague hand movements indicating that there is general agreement. Unless anyone disagrees the decision is taken.”

Clerk to Governors’ Handbook, North Yorkshire Governor Services

If the clerk is struggling to work out whether an item has been approved (or whether a vote has even taken place) a useful tip is to ask “Who is voting against that please?” rather than who is voting in favour. This means that anyone who objects needs to actively speak up and you’re not left guessing as to whether a murmur or a vague bob of the head signifies a vote in favour or against.

Abstaining From Votes

If a governor is eligible to vote but does not wish to do so they can abstain, which means they are choosing not to take part in that vote.

I’ve only seen this happen a few times in many years of clerking, but if it does happen the governor concerned will not count towards the quorum. (I checked this once with the defunct DfE-funded advice service GovernorLine and their advice is shown below.)

In the minutes you would record whether the vote was passed or not and that one governor abstained.

“If governors either abstain from voting or leave the room then they no longer count towards the quorum. Section 14(3) of the Roles, Procedures and Allowances Regulations 2013 makes it clear that it must be a ‘majority of the votes of governors present and voting.”

Governorline

Proposing and Seconding

Some boards use a process where a vote is proposed and another governor will second it (literally saying the word “seconded”) to show that they support the vote going ahead.

There is no requirement to do this in the law for maintained schools or model articles for academies. It is possible you may have standing orders or committee terms of reference that require it, but in my view it’s not a useful process.

The purpose of seconding is to stop a board spending time on votes that only one person wants to take, but in a governing body it is usually obvious what votes are needed because the board must approve certain policies, agree the budget, elect the chair and so on.

The only time seconding might come in useful is if you have a governor who frequently proposes votes that the board do not wish to take, but even then it will probably not save you much time.

Voting By Ballot

For important votes governors can choose to use a written ballot system, although there is no requirement to do so. A ballot would be particularly suitable for electing the chair and vice-chair or when a vote could be controversial, for example a proposal to make some staff redundant.

The clerk can provide blank pieces of paper for ballot slips and can also count the votes and announce the result.

Tied Votes

If the vote is tied the chair of the meeting can use their casting vote to break the deadlock but in a maintained school they may only do so if they are a governor, not an associate member.

In addition, a casting vote in a maintained school cannot be used on a committee that has been established to consider the “appointment, grievance, conduct and discipline, capability, suspension or dismissal of individual members of the school staff”.

Minutes for School Governor Meetings

Clear and accurate minutes should record the actions, discussions and plans of the governing body without giving a verbatim account of the meeting.

Minutes Templates

Downloadable minutes templates are available on my templates and letters page, including a confidential minutes template labelled with a watermark.

Recording Decisions, Questions and Actions

The most important function of minutes is to record the decisions that governors make, the way that governors challenge and support leaders and the actions that governors have agreed to take.

When recording decisions the clerk can use phrases such as “Governors voted in favour of the proposal”, “Governors agreed to x”, “Governors approved y” or “Governors ratified the behaviour policy”. Minutes are written in the past tense.

If there has been a discussion before the decision the clerk needs to summarise the key points in favour or against and show how the board arrived at their conclusions.

When recording questions try to incorporate clarification questions into the main text of the minutes so you only highlight challenging questions from governors, not every single question that is asked in a meeting.

For example, if the behaviour policy is being discussed and a governor asks the headteacher to explain how detentions are used, that it is a factual question. The clerk should write “Detentions are given for x, y and z behaviours following a warning from the teacher.”

If a governor asks “Why have detentions increased by 50% in year 10 and how are you addressing these behaviour issues?” that is a challenging question. The clerk should write “A governor asked…” or “A governor questioned why Y10 detentions have risen by 50% and how these behaviour issues are being addressed.”

How should votes be minuted?

In most cases the votes of individual governors are not recorded, so the clerk will use wording like “governors voted in favour of spending £20,000 on PCs” or “governors approved the behaviour policy”.

The clerk can write that the vote was unanimous or by majority but does not have to, although it may be wise to do so for a vote that could be controversial, for example converting to an academy.

I am occasionally asked to minute that a governor has abstained from a vote or wishes to have their vote against an item recorded. However, governors make decisions collectively and share responsibility for those decisions, whether they voted in favour of them or not.

Tips For Writing Good Minutes

  • Record the school name, date, time and whether it is a full governing body meeting or committee.
  • Tell us who is in the room and whether they are a governor, associate member, clerk or guest. I write “Governors present”, “Associate members present” and finally “In attendance” to cover the clerk and any guests. Tell us who the chair and vice-chair are and include job titles for school employees or guests.
  • Make it clear if anyone leaves the meeting early (or comes in late) so that you can prove there was a quorum present when decisions were made. Record if anyone withdraws from the meeting temporarily due to a conflict of interest. If the meeting was not quorate at any stage make that clear.
  • The governing body should be asked to approve minutes of the last meeting. This is followed by “Matters arising” where any issues related to the last meeting are discussed.
  • Include action points with the name of the person responsible for each action and a deadline.
  • Include an item called “Declarations of interest” to allow for conflicts of interest to be minuted.
  • Use a numbering system for each item. Some schools use a system where every item discussed over an entire year is numbered in sequence; for example item 1 in January would be 2020/1 and item 78 in March would be 2020/78. I think this is needlessly complicated and just use 1, 2, 3 etc.
  • Record the apologies that were received and whether they were accepted.
  • Number every page like this: “Page 1 of 8”, “Page 2 of 8” etc so you know if one goes missing (or gets stuck in the photocopier).
  • Include a space at the bottom of each page for the chair’s signature. The chair should sign the first page and initial the remaining pages.

Should governor names be included?

That is up to your individual school. The governing body holds collective responsibility so some people think the clerk should not include names, instead writing “A governor suggested” or “two governors asked for further data on x”.

The disadvantage of this is that it can be difficult to see if any governors are struggling to make a contribution to meetings. It may also be inappropriately vague – if the link governor for safeguarding is raising concerns about a safeguarding issue then that is relevant information to note.

What should be confidential?

A separate article covers confidential minutes but the short answer is that the governing can decide to make any item confidential, particularly if it refers to a named pupil or staff member. These minutes may still be requested under freedom of information law.

Confidential minutes are often called part II minutes and should be clearly marked as confidential with a watermark or prominent title (or both). Some schools also like to print them on a different colour paper (often pink for some reason) to make it really obvious.

Do working parties need to be minuted?

No. The term “working party” or working group is used to describe an informal group of governors who meet to discuss a specific issue. A working party is not a formal committee and has no delegated power, so minutes do not have to be kept.

However, the governing body should agreed to form the working party and the governors involved should report their conclusions back to the board.

Who approves draft minutes?

It is common practice for the clerk to send draft minutes of the full board to both the chair and the headteacher for approval before sending the draft out to all governors. Draft committee minutes are usually sent to the headteacher and chair of that committee.

However, the whole board must approve the final version of full board minutes and can over-rule any changes made by the head or chair. Committee minutes can be approved by that committee.

How should minutes be amended?

If governors ask for an amendment the clerk can either do this by hand at the meeting or on a computer later. Handwritten amendments are only suitable for very minor mistakes (a missing word, for example) and even then do not look very professional, so I recommend editing minutes electronically and asking the chair to sign the amended version at the next meeting.

Should minutes be colour-coded?

It is fairly common to see coloured fonts or yellow highlighting in minutes, usually to draw attention to actions, questions or decisions. There’s nothing wrong with this, but I have seen minutes where half the text was in different colours and this may not be appropriate for a professional document.

Often boards like to highlight support and challenge in the minutes to ensure their OFSTED inspector sees it. That’s fine, but you must make sure the minutes are just as intelligible without the colour-coding, because your inspector might be colour-blind!

What is the difference between ratification and approval?

There’s no difference in this context – to ratify and to approve both mean that governors have voted in favour of the proposal, or the policy, or the spending or whatever item is being discussed.

I have seen some minutes where the clerk writes that a committee has approved a proposal and it will now go to the full governing body for ratification, but in my view that’s just creating confusion.

The word “ratify” is sometimes used this way in politics – a team will negotiate and approve a treaty that is then officially ratified by the prime minister – but for governors you just need to know who has the power to vote in favour or against.

Either the committee has the delegated authority to vote in favour of the proposal or it does not. If it has no power to vote on it the committee will just be recommending that the full board approves it, they are not actually capable of making the decision themselves.

If the committee does have the power to vote on it then that vote should not be duplicated at a full board meeting as that defeats the whole point of delegation.

How quickly should minutes be produced?

There’s no set timescale but it would be reasonable for the clerk to send draft minutes to the head and chair within seven to 10 days of the meeting date.

How long should minutes be kept for?

Your school or academy trust should have a data retention policy which outlines how long documents should be kept, so check to see if your policy sets a retention period for governance documents.

If there is no retention policy in place your LA should have a retention policy for all schools to follow. In my area (Southampton) this is called a Records Review and Retention Schedule.

Alternatively, the Information and Records Management Society (IRMS) produces a Schools Toolkit on which a retention policy could be based.

The IRMS toolkit advises that minutes from maintained schools are generally kept for as long as the school remains open. However, if someone makes a request to see minutes from previous years then local authorities only have to provide copies from the last 10 years.

The IRMS advise that this rule applies equally to both minutes and any papers or reports discussed at the meeting.

Can minutes be stored electronically?

There’s no reason why you can’t scan signed minutes and file the original hard copy, but if you want to go fully digital and throw away the paper original completely I would check with your local authority or academy trust/auditors before doing so. Your school may also have a retention policy that states how documents should be stored so check that too.

I can’t see any reason why papers and reports need to be kept as hard copies because a printout of the digital file will be exactly the same as the original paper copy.

Can minutes be signed digitally?

Probably, although I haven’t been able to find definitive evidence from the DfE or OFSTED that they approve of electronically signed minutes.

The law for maintained schools just refers to minutes being “signed” so it comes down to whether an electronic signature is legal. The answer to that seems to be yes but with some caveats.

Model articles for academies (June 2021) specifically say that “references to a document being ‘signed’ includes those signed electronically” so any academies using these articles can certainly use digital signatures. Earlier articles just refer to minutes being “signed”, so again it depends on whether an electronic signature is allowed within that definition.

In April 2021 the National Governance Association posted a blog that said boards should take advantage of new practices used in the pandemic period. They gave an example of abandoning ink signatures because the pandemic proved that “an electronic signature would suffice”, so they seem comfortable with digital signatures.

“Many will not be rushing back to the use of ink for signing documents when the last twelve months have proved that an electronic signature would suffice.”

National Governance Association blog

The online admin system GovernorHub offers a way to sign documents remotely. So many governing bodies use GovernorHub that it is difficult to imagine a board getting into trouble just because they were using this feature.

If your school does not subscribe to GovernorHub you could scan the signature into a jpg or use software such as DocuSign. There is also a signature system built in to Microsoft Word.

Can meetings be recorded electronically?

Yes, meetings can be taped if the governing body are happy for that to happen. I digitally record my meetings because it helps me produce accurate minutes, particularly when governors are asking complex questions or accidentally talking over each other. I use a cheap Sony dictaphone but most smartphones can easily record voices these days.

You do need to ask for the board’s permission before you do this, but I can tell you that an OFSTED inspector was impressed when the governors at one of my schools told him that their meetings were recorded for accuracy! (The final OFSTED report described the minutes as “detailed” and said they recorded many examples of governor challenge and subsequent actions taken.)

It’s probably not necessary to have a protocol or policy that covers these recordings, but bear in mind that the General Data Protection Regulation (GDPR) applies to any personal data, which means data that identifies a living person. This will apply to most sets of minutes.

Guidelines for schools state that “personal data should be kept for no longer than is necessary for the purpose for which the data are processed”. For minutes it would be reasonable to keep the recording until governors have approved the minutes as an accurate record and they been signed by the chair.

Who takes minutes in the clerk’s absence?

One of the governors or trustees (but not the headteacher) can take minutes if the clerk is unable to attend. This is covered in more detail in a separate article on attendance and absence.

Can we hold a vote of no confidence in school governors?

No. This question is sometimes asked by parents or staff members who are concerned about the way a school is being run, but there is no way to call a vote of no confidence in a school governing body or an individual governor.

You could perhaps arrange a petition or an informal vote to indicate the strength of feeling but it would have no legal weight.

The governing body of the school has overall responsibility for employing staff, for the budget, for safeguarding and for a wide range of other issues and it would cause chaos if a simple vote from parents or staff members could remove governors from office.

Governors in all schools can be removed but the power to remove someone usually lies with whoever appointed that person, for example the governing body itself or the local diocese for a church school. Parents do not have the power to remove governors and neither do school employees.

Perhaps the most productive way to change a failing governing body is from within, so why not volunteer as a governor yourself? Parents can stand against elected parent governors when they are up for re-election and staff members can stand for staff governor roles. Anyone can volunteer as a co-opted governor.

Terms of office for governors are public and must be published on the school website. The usual term of office is four years.

If you are unhappy with the governance of the school you should ask for a copy of the complaints policy (every school must have one) and follow the recommended procedure. This will probably start with an informal discussion with school staff, then a written complaint to the headteacher and finally a written complaint to the chair of governors.

Parents can also send their views of a school directly to OFSTED through Parent View. OFSTED say: “We will use the information you provide when making decisions about which schools to inspect and when.” They use Parent View to gather views during inspections, but parents can send in views at any time.

Staff with concerns can express them to OFSTED during inspections. One OFSTED report from the Trojan horse scandal surrounding conservative Islamic views being pushed into Birmingham schools shows that OFSTED take the confidence levels of staff seriously; the following judgement appears on the report’s front page.

“A significant number of staff reported to inspectors that they have no confidence in either senior leaders or governors.”

OFSTED report for Park View School Academy of Mathematics and Science

If you have a serious concern and you have followed the school or academy’s complaints policy with no satisfactory resolution you can complain to your local authority or Department for Education for maintained schools or the Education and Skills Funding Agency for academies.

It is also possible to complain directly to OFSTED outside of the Parent View system, but only if you have already followed the school’s complaint procedures and then complained to the DfE or ESFA as appropriate. OFSTED guidance to parents suggests they can consider the following types of direct complaints:

  • the school is not providing a good enough education
  • the pupils are not achieving as much as they should, or their different needs are not being met
  • the school is not well led and managed, or is inappropriately managing finances (this would apply if the governing body was very poor)
  • as a group, the pupils’ personal development and well-being are being neglected (but OFSTED cannot consider individual cases).

Can governors hold a vote of no confidence in the headteacher?

They could in theory, because governors can hold a vote on any issue they choose to, but it may be unwise.

If there are doubts about the performance or conduct of the head then governors need to follow the policies they have approved on capability or disciplinary. They also of course need to act within the bounds of employment law. For example, the capability policy may state that the decision to start capability proceedings can be made by the headteacher’s appraisal committee with the chair of governors.

If the headteacher is not up to the job the governing body has the power to fire them, but only after following the correct procedure as laid out in the school’s policies. A vote of no confidence held in a governors’ meeting would have no actual effect on the headteacher’s contract.

Can staff hold a vote of no confidence in the headteacher or governors?

Again, they could in theory but it would probably be unwise as it would have no material effect on the situation. If staff lose confidence in the headteacher then it is up to governors to decide whether or not he or she should be sacked.

If staff lose confidence in the governing body itself and have genuinely serious concerns they could express these to the local authority, OFSTED or the academy trust board at a multi-academy trust.

Agendas for School Governor Meetings

Clear and organised agendas are vital for well-run governor meetings. This page looks at when agendas should be sent out, who controls the agenda, mandatory agenda items and provides editable agenda templates for a standard meeting of the full governing body and the first meeting of the autumn term.

Agenda Templates

Downloadable agenda templates which can be easily edited to suit your school are available on my templates and letters page.

These agenda templates highlight any items that will need a decision from the governors by using wording like “to ratify the budget” or “to approve the lettings policy”.

This is optional, but it can help governors differentiate between items that are just for information and items where they will be taking a decision.

If your school is very organised you may also wish to highlight on the agenda whether an item has a relevant report or paper that governors need to read and where that paper can be found, eg: if it is attached to the email or on the governors’ section of your website.

The most vital issues should be first on the agenda to allow for a long discussion if needed. Confidential items are often placed at the end of the agenda so any observers can be asked to leave, or school employees can leave while governors discuss pay decisions or staffing matters.

Example Yearly Agenda Planner

Your local authority or academy trust may provide a suggested annual plan of agenda items that need discussing throughout the year. You can also download an example of an annual planner from my templates and letters page.

This type of planner can only be used as a rough guide as each school board must set its own priorities.

When must the agenda be sent out?

For all meetings in a maintained school, both full governing body meetings and committees, the agenda must be sent out “at least seven clear days” before the meeting.

The same rule applies to meetings of academy trustees if they follow the model articles of association (June 2021), but academy committees including local governing bodies will need to check the rules set by their academy trust.

“Clear days” means complete days (24 hours) and you should not count the day the agenda was sent out or the day of the meeting itself. Just for your amusement, here is the not remotely clear explanation of “clear days” from the model articles for academies.

“‘Clear days’ in relation to the period of a notice means the period excluding the day when the notice is given or deemed to be given and the day on which it is given or on which it is to take effect.”

Model Articles of Association (June 2021)

In practice schools will sometimes send the agenda out with less than seven days’ notice. Both the law and model academy articles allow the chair of governors or trustees to agree to send an agenda at shorter notice if there are items needing “urgent consideration”.

Committee chairs in maintained schools also have the right to agree to this. Academy committee chairs will need to follow the rules set by the trust.

Three issues cannot be considered with less than seven days’ notice in a maintained school (but do not appear in the June 2021 model articles for academies.) They are:

  1. removal of the chair or vice-chair from their role
  2. suspending a governor, and
  3. closing down the school.

Note as well that there are some decisions that must be confirmed by a second vote held within a specified period of time – see the list of mandatory agenda items later in this article.

“The power of the chair to direct that a meeting be held within a shorter period does not apply in relation to any meeting at which—

(a) the removal of the chair or vice-chair from office

(b) the suspension of any governor, or

(c) a decision to serve notice of discontinuance of the school under section 30 of the SSFA 1998

is to be considered.”

Roles, Procedures and Allowances (England) Regulations 2013

When must papers be sent out?

In maintained schools papers, reports or other documents to be considered at the meeting must also be sent out seven days beforehand.

Law from 2013 refers solely to sending out agendas in advance and doesn’t mention papers, but this was apparently a drafting mistake as an amendment to the law from the same year added that any “reports or other papers” to be considered at the meeting must be sent out seven days in advance too.

Model articles for academies (June 2021) don’t refer to papers at all, but it’s still sensible to send papers seven days in advance as trustees can’t possibly read reams of paper at the meeting itself.

Timings In Agendas

I have seen some agendas where the timing for each item is decided in advance: apologies will be allocated two minutes, safeguarding given twenty minutes and so on. I haven’t included timings on these templates as in practice I suspect they are ignored.

They may be useful to remind a new chair of governors of how long they expect to spend on each item (or to remind loqacious governors of the need to get out of the room before midnight) but they can only be a rough guide and inevitably some items will be take up more time than planned.

Standing Items

Some items should appear on every agenda and are known as standing items. They are:

  • apologies (and whether they were accepted or not)
  • declarations of interest – my LA recommends splitting this into two sections, the first for declarations of interest for any item on the agenda, the second for any changes to the register of business interests
  • minutes of the last meeting – to be agreed by governors as a true record and signed by the chair
  • action points from the last meeting
  • reports from any committee meetings and individuals with delegated responsibilities
  • many boards also use AOB (any other business) as a standing item at the end of the meeting to cover smaller issues
  • date and time of next meeting.

Beware spending too long on “reports from committees”. There is a statutory duty for committees and individuals in maintained schools to report back to the board on their delegated functions, but there’s no need to talk through an entire committee meeting and rehash the decisions made.

Simply sending out the minutes of the committee and and minuting any questions asked at the full board meeting should be enough.

“Any individual or committee to whom a function of the governing body has been delegated or that has otherwise exercised a function of the governing body, must report to the governing body in respect of any action taken or decision made with respect to the exercise of that function.”

Roles, Procedures and Allowances (England) Regulations 2013

Items That Must Be On The Agenda To Be Resolved

There are a number of issues that schools must specify as an agenda item in order to vote on them – in other words, it’s no good bringing them up spontaneously under any other business because governors must know in advance that they will be discussed.

statutory agenda items for maintained schools

Mandatory agenda items for academies

In model articles of association for academies (June 2021) the following issues must be agenda items to be discussed.

  • Removal of the chair or vice-chair. This must be confirmed by a second vote held within 14 days.
  • Any decision that trustees have already made and wish to reverse or alter at a future meeting. This rule doesn’t apply to maintained schools anymore (although it was included in old law from 1999) but it seems like a sensible rule for any governing body.

“A resolution to remove the chair or vice-chair from office which is passed at a meeting of the trustees shall not have effect unless:

a. it is confirmed by a resolution passed at a second meeting of the trustees held not less than fourteen days after the first meeting; and

b. the matter of the chair’s or vice-chair’s removal from office is specified as an item of business on the agenda for each of those meetings.

“A resolution to rescind or vary a resolution carried at a previous meeting of the trustees shall not be proposed at a meeting of the trustees unless the consideration of the rescission or variation of the previous resolution is a specific item of business on the agenda for that meeting.”

Model Articles of Association (June 2021)

In addition, any special resolution that is passed by academy trust members must be listed on the agenda as a special resolution to be valid. The agenda must also include the text of the proposed resolution.

(A special resolution is “special” because it requires 75% of trust members to vote in favour, instead of just a majority.)

“Where a resolution is passed at a meeting—

(a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and

(b) if the notice of the meeting so specified, the resolution may only be passed as a special resolution.”

Companies Act 2006 (Section 283)

Who owns the agenda?

There can sometimes be confusion as to who is in control of the agenda, but the answer is simple – the governing body as a whole. If there is ever a dispute about what should be on the agenda the disagreement can be resolved by a majority vote of governors/trustees in both maintained schools and academies, because that is the way all questions are resolved.

In practice the agenda is usually drawn up by the clerk, chair of governors and headteacher, but that certainly doesn’t mean these three people dictate what governors discuss. If a governor wants to add an item to the agenda they should do so, usually by emailing the chair and/or clerk.

If there are frequent disputes about adding agenda items it might be a good idea to set up standing orders, agreed by the full governing body, stating how to add items to the agenda.

What items can be in Any Other Business?

The law for maintained schools gives the chair explicit power to allow any item of business to be discussed at that meeting, whether or not it is an agenda item (barring the mandatory items listed above).

This power is not explicit in model articles for academies (June 2021) but is implied by the fact that decisions such as removing the chair must be agenda items to be discussed, implying that less important items can be raised at the meeting spontaneously.

“At the discretion of the chair, any item of business may be discussed at a meeting irrespective of whether the matter is specified as an item of business on the agenda for the meeting, subject to the exceptions [the mandatory items listed above].”

Roles, Procedures and Allowances (England) Regulations 2013

This means that the chair has the power to refuse to discuss items under any other business (AOB). A chair might wish to use this power if the item is important and should have been its own agenda item, if it’s going to take up a lot of time and should be postponed to another meeting, or if it’s just not a matter for governors (for example, it concerns a complaint about a teacher that should be directed to the headteacher in the first instance).

If there is a dispute about raising an item under AOB, governors should vote on whether to add it to a future agenda.

Any Three Governors Can Call A Meeting

If a chair or headteacher is vetoing agenda items then the law for maintained schools and model articles (June 2021) for academies say that any three governors/trustees have the right to call a meeting, whether or not the chair or head wants one, by giving written notice to the clerk.

The regulations don’t specifically state who controls the agenda in this case but it seems fair to assume that the three governors do, unless the whole governing body decides to alter their agenda at the actual meeting.

This was explicit in old, revoked governor law for maintained schools from 2003 which said that the written notice to the clerk from the three governors must include “a summary of the business to be transacted”.

When do governors have a conflict of interest?

School governors have a conflict of interest when their financial or personal circumstances mean they have split loyalties and cannot act impartially.

Examples include a governor who owns a business that sells to schools or a governor who is married to a member of staff.

This article covers any conflict of interest that can occur. It should be read in conjunction with the more specific article on governors’ business interests.

Managing Conflicts of Interest

The rules for maintained schools and academies are explained below, but the three basic points for all schools are:

  1. Governors (including local governors), trustees and associate members must declare any conflicts of interest and allow them to be published online.
  2. If a governor, trustee or associate member with a conflict of interest is present when the governing body is talking about or making a decision that relates to the conflict, they must leave the room and not vote on the matter.
  3. Most conflicts of interest can be “managed” by the governor leaving the room; they do not automatically prevent a person from joining the governing body. The exception to this is when conflicts are so major they are likely to arise frequently and interfere with the responsibilities of the governor.

Conflicts of Interest in Maintained Schools

School governor law from 2013 defines conflicts of interest in maintained schools. It applies to any “relevant person”, which it defines as any governor, headteacher, associate member or clerk.

“Where in relation to any matter—

(i) there may be a conflict between the interests of a relevant person and the interests of the governing body

(ii) a fair hearing is required and there is any reasonable doubt about a relevant person’s ability to act impartially, or

(iii) a relevant person has a pecuniary interest, that person, if present at a meeting of the school at which the matter is the subject of consideration, must disclose his or her interest, withdraw from the meeting and not vote on the matter in question.”

Roles, Procedures and Allowances (England) Regulations 2013

The first point in the law simply acknowledges the principle that conflicts of interest can arise between the governing body and an individual. Note that it does not limit the conflict to financial interests; any split of loyalty is to be avoided as decisions must be made solely in the best interests of the school.

The second point refers to a “fair hearing” and the importance of acting impartially. This applies, for example, if governors form a disciplinary committee or exclusions panel.

In that case a fair hearing may be compromised if a governor has already discussed the case with the headteacher and helped her to reach the decision to exclude. Having taken part in this decision, the governor is not impartial enough to sit on the exclusion panel that examines this decision.

The third point is about pecuniary (financial) interests, which means any business interests the governor might have or any other way they could make money from a decision made at a governing body meeting.

The business interests that must be declared are covered in more detail in a separate article, but any interest should be declared if it could benefit the governor financially.

When does the clerk have a conflict of interest?

The clerk does not have a vote so cannot have a conflict of interest in the way that governors can. However, the law for maintained schools says there are certain situations when the clerk must leave the room:

  • when governors are discussing either appointing or firing the clerk
  • when governors are discussing the clerk’s pay or performance appraisal
  • when disciplinary action is being considered against the clerk.

It’s possible that your academy trust may have similar rules but there are none in the current model articles.

There is no duty to add the clerk to the register of interests in either maintained schools or academies. Despite that, it may be prudent to declare a relevant interest if it could create a conflict.

The Academy Trust Handbook says that trusts should consider whether they need to register “other interests” even if they are not strictly required to “and if in doubt should do so”, which is a good rule of thumb for any school.

For example, if a clerk is married to a school employee the clerk can still minute meetings because they are not a decision-maker and are bound by confidentiality, but they should not take minutes of a disciplinary hearing involving their spouse as they could be accused of bias.

Similarly, a clerk with a child at the school should not take minutes of an exclusion panel regarding their child.

If the clerk wishes to declare their interests they can either be added to the register of interests or they could be declared annually in the minutes of a full governing body meeting.

Can a clerk work for more than one school?

Yes and many clerks do – I’ve worked for more than one school myself. The clerk needs to maintain confidentiality and not share information between schools, but there’s no reason why a clerk to governors cannot work at multiple schools.

Is it a conflict of interest for the clerk to be the headteacher’s PA?

There are no regulations that forbid the clerk from also working as the headteacher’s personal assistant or secretary, or indeed any other role at the school.

Law for maintained schools says that the clerk cannot be a governor or the headteacher and this is mirrored in academy model articles (June 2021) which say that neither a trustee nor the principal can be the “governance professional”. These are the only restrictions however, so it is possible for the clerk to have another job at the school.

A clerk with a second job must remain objective when writing minutes and clerking panels. They must also maintain confidentiality if they hear details of salaries or disciplinary issues.

It may be inadvisable for the clerk to be the school business manager because the business manager may need to take an active part in meetings, explaining the budget and answering governors’ questions, making it impossible to take minutes at the same time.

It is important to remember that clerks report to the governing body itself, not the headteacher. If you have two jobs at the school I would request a separate contract for the clerking role to reflect this.

Conflicts of Interest in Academies

The rules for academies are more complex because they are schools, companies and charities all at once. However, the principles remain the same: all conflicts must be publicly declared and if the board is discussing a relevant issue the trustee must leave the meeting and not vote.

“Any trustee who has or can have any direct or indirect duty or personal interest (including but not limited to any personal financial interest) which conflicts or may conflict with their duties as a trustee shall disclose that fact to the trustees as soon as they become aware of it.

“A trustee must be absent from any discussions of the trustees in which it is possible that a conflict will arise between their duty to act solely in the interests of the academy trust and any duty or personal interest (including but not limited to any personal financial interest).”

Model Articles of Association (June 2021)

Can a governor be related to a staff member?

Possibly. This will depend on the staff member’s job and whether the conflict of interest can be effectively managed by ensuring the governor does not vote on any relevant issues.

For example, if a governor’s sister works as a lunchtime supervisor this should not be a problem. The governor can still take part in the vast majority of discussions but would need to leave the meeting if there was a proposal that would benefit or affect their sister, for example to increase the pay of lunchtime staff or make some of them redundant.

On the other hand, if a governor was married to the deputy headteacher or another senior leader that conflict could be impossible to manage. A key part of the board’s role is to hold senior leaders to account and this governor would surely have a conflict of loyalty in almost all discussions.

Any relationships between governors and staff members must be publicly declared in the register of interests.

Can a governor be related to another governor?

Yes. This situation is unlikely to cause problems because it would not cause split loyalties when decisions are being made; governors can still act solely in the best interests of the school.

They may be asked to vote on the appointment of their relative to the board, or the election of their relative to chair or vice-chair, but they are permitted to make these decisions even if a personal tie exists between them. If any governors who became friends had to avoid voting on appointments then some governing bodies would become unworkable.

Note though that any relationships between governors must be publicly declared in the register of interests, although this would only apply to romantic relationships or relatives, not to the usual working friendships that would arise between governors over the years.

Who can be a parent governor?

A biological parent, step-parent, grandparent, foster parent, guardian or any other person can be a parent governor or trustee as long as they have parental responsibility for a child or care for that child on a day-to-day basis.

The Department for Education produces detailed guidance for both maintained schools and academies on issues of parental responsibility. This includes an in-depth description of who is considered to be a “parent” under education law.

This guidance refers to the definition of a parent under education law. Under this law any of the following people qualify as a parent:

  • biological parents
  • anyone with parental responsibility
  • anyone who has care of a child.

“For the purposes of education law, the department considers a ‘parent’ to include:

– all biological parents, whether they are married or not

– any person who, although not a biological parent, has parental responsibility for a child or young person – this could be an adoptive parent, a step-parent, guardian or other relative

– any person who, although not a biological parent and does not have parental responsibility, has care of a child or young person.

“A person typically has care of a child or young person if they are the person with whom the child lives, either full or part-time and who looks after the child, irrespective of what their biological or legal relationship is with the child.

“This may be a foster carer or family and friends carer who does not have parental responsibility but has been delegated the responsibility for taking day-to-day decisions about the child.

“In cases where a person is not the biological parent of a child, does not have ‘parental responsibility’ for that child and that child no longer lives with them, it’s unlikely that they will be recognised as a ‘parent’.”

Understanding and Dealing with Issues Relating to Parental Responsibility

Do parent governors need to have parental responsibility for a child?

No. The DfE guidance makes clear that parent governors do not need to have what’s called “parental responsibility” for a child – the legal right to make decisions about the child’s upbringing, education and medical treatment.

Someone who does not have legal parental responsibility but does care for the child day-to-day is still eligible.

“Schools must not restrict eligibility to nominate, vote or otherwise participate in parent governor elections, to parents holding parental responsibility.

“Under the School Governance Constitution (England) Regulations 2012, ‘parent’ includes not just those with parental responsibility but biological parents and anyone who cares for a child.”

Understanding and Dealing with Issues Relating to Parental Responsibility

(The DfE quote the Constitution Regulations 2012 in their above paragraph which is a law that only applies to maintained schools. However, they also state that their guidance document applies equally to both maintained schools and academies.)

Do parent governors need to live with the child?

Not if they are the biological parent or have legal parental responsibility for the child. For example, if biological parents are divorced and live in separate houses the parent who lives alone could still be a parent governor.

However, if if there is no biological link and no legal parental responsibility held, the question is whether someone qualifies as having “care of” a child.

In this case the guidance says someone has care of a child “if they are the person with whom the child lives, either full or part-time and who looks after the child, irrespective of what their biological or legal relationship is with the child”.

The guidance clarifies that this could be a foster carer, a family member or a friend; whoever has been “delegated the responsibility for taking day-to-day decisions about the child”.

Parent Governors In Maintained Schools

The law for maintained schools includes a definition of “parent” which echoes the DfE guidance quoted above.

“‘Parent’ includes any individual who has or has had parental responsibility for, or cares or has cared for, a child or young person under the age of 19.”

Constitution (England) Regulations 2012

If there is a disagreement about who qualifies as a “parent” the law says that the “appropriate authority” which is responsible for all parent governor elections is either:

– the local authority (LA) for a community school, community special school, maintained nursery or a voluntary controlled school or

– the governing body for a voluntary aided school, foundation school or foundation special school.

However, the LA can choose to delegate this power to the headteacher (and most will) and the governing body of a VA, foundation or foundation special school can choose to hand over power to the LA.

Whoever ends up with the power to serve as the “appropriate authority” can make judgements as to who is eligible to stand in the election.

There are two other eligibility criteria to be elected or appointed as a parent governor in a maintained school.

On the date of the election or appointment parent governors must not be elected members of the local authority (councillors) and they must not be employed for the school for more than 500 hours per year.

“A person is disqualified from election or appointment as a parent governor of a school if the person—

(a) is an elected member of the local authority; or

(b) is paid to work at the school for more than 500 hours in any twelve consecutive months.”

Constitution (England) Regulations 2012

Appointing Parent Governors In Maintained Schools

If you cannot find a current parent to volunteer for election in a maintained school, or the number of candidates is less than the number of vacancies, the governing body can choose to appoint someone instead.

Rather than holding an election with votes cast by current parents, the new governor will be voted onto the board by existing governors instead. (Boarding and hospital schools also have special dispensation to appoint parent governors if an election would not be practical.)

The appointed parent governor must have “the skills required to contribute to the effective governance and success of the school”.

In single maintained schools (except community/foundation special schools) there are three types of people who are eligible to be appointed as a parent governor:

  1. a parent of a currently registered pupil
  2. a parent of a former registered pupil
  3. anyone who has children of compulsory school age or below.

The law lists these three types in order of preference. So for example if you have two candidates and one is a parent of a former pupil and the other is a parent of children who go to a different school, governors should give preference to the parent of a former pupil.

“The number of parent governors required must be made up by parent governors appointed by the governing body, if one or more vacancies for parent governors arises and the number of parents standing for election is less than the number of vacancies.

“The governing body must appoint as a parent governor in the following order of preference —

(a) a parent of a registered pupil at the school,

(b) a parent of a former registered pupil at the school, or

(c) a parent of a child under or of compulsory school age.

“The governing body may only appoint as a parent governor a person who has, in the opinion of the governing body, the skills required to contribute to the effective governance and success of the school.”

Constitution (England) Regulations 2012

In federations the law on appointed parent governors is slightly different.

“In appointing a parent governor, the governing body of a federation must appoint in the following order of preference—

(a) a parent of a registered pupil at a federated school (or, in respect of any maintained nursery school in the federation, a parent of a child for whom educational or other provision is made on the premises of the school (including any such provision made by the governing body under section 27 of EA 2002));

(b) a parent of a former registered pupil at a federated school;

(c) a parent of a child with special educational needs for which a federated school is approved; or

(d) a parent of a child, including a child who has special educational needs and is over compulsory school age.”

Constitution and Federations (England) Amendment Regulations 2016

In community or foundation special schools the rules are different again.

“Where the school is a community special school or a foundation special school, the governing body must appoint in the following order of preference—

(a) a parent of a registered pupil at the school;

(b) a parent of a former registered pupil at the school;

(c) a parent of a child under or of compulsory school age with special educational needs for which the school is approved; or

(d) a parent of a child who has special educational needs and is over compulsory school age.”

Constitution (England) Regulations 2012

Parent Trustees In Academies

The most recent model articles of association for academies contain a new definition of “parent”. The definition matches the definition for maintained schools contained in the law, in that it includes both people with parental responsibility and those who “care for” a child.

“‘Parent’ includes any person with parental responsibility or care for a pupil, student, or child.”

Model Articles of Association (June 2021)

Check your articles to see if they contain a definition of “parent” for your academy trust. If you need a more detailed definition the DfE guidance quoted at the top of this page applies to academies as well as maintained schools.

The current model articles say that parent trustees and parent local governors must be a parent of a registered pupil at a single academy, or a pupil at one of the academies within a multi-academy trust.

“Parent trustees and parent local governors shall be elected or…appointed. The elected or appointed parent trustees must be a parent of a registered pupil at one or more of the academies at the time when they are elected or appointed.

“The elected or…appointed parent local governors of the local governing body must be a parent of a registered pupil at one or more of the academies overseen by the local governing body at the time when they are elected or appointed.”

Model Articles of Association (June 2021)

Note that the guidance from the DfE quoted above advises both schools and academies that under education law someone does not have to hold legal “parental responsibility” to be considered a parent, they just have to provide day-to-day care for the child.

Academies can appoint parent trustees just like maintained schools can if the number of candidates standing for election is less than the number of vacancies. Model articles from June 2021 contain the following rules.

In a multi-academy trust an appointed parent should preferably have a child attending one of your academies.

If that’s not “reasonably practical” they should have a child within the age range served by one of your academies or, for local governing bodies, within the age range of the pupils served by at least one academy overseen by that local governing body.

In a single academy an appointed parent should preferably have a child attending the academy. If that’s not “reasonably practical” they should have a child of compulsory school age.

Model articles make it clear that the academy trustees have the power to decide whether someone qualifies as a “parent”.

“The trustees shall make all necessary arrangements for, and determine all other matters relating to, an election of the parent trustees or parent local governors, including term dates and any question of whether a person is a parent of a registered pupil at one of the academies.”

Model Articles of Association (June 2021)

Should governors take part in job interviews?

Governors in maintained schools must take part in interviews for the headteacher and deputy head and can take part in interviews for less senior staff if they wish.

Academy trusts are free to decide whether trustees attend interviews or not.

The relevant law for maintained schools is the School Staffing Regulations 2009. This law explains that when appointing a head or deputy a minimum of three governors must form a selection panel to interview applicants and recommend a candidate for appointment.

“Appointment of headteacher and deputy head

Where the governing body advertises any such vacancy or post, it must appoint a selection panel, consisting of at least three of its members, other than a governor who is the headteacher or (as the case may be) a deputy headteacher, to—

(a) select for interview such applicants for the post as it thinks fit and, where the post is that of headteacher, notify the authority in writing of the names of the applicants selected;

(b) interview those applicants who attend for that purpose; and

(c) where it considers it appropriate, recommend to the governing body for appointment one of the applicants interviewed.”

School Staffing (England) Regulations 2009

Should governors interview all staff?

It is up to governing bodies to choose whether they wish to take part in interviews below the level of head and deputy head.

The current DfE guidance on Staffing and Employment: Advice for Schools does not contain a recommendation on which interviews should be attended by governors.

An older version of this document, back when it was called Guidance on Managing Staff in Schools, recommended that governors should only be involved in appointments for members of the leadership team.

“It is recommended that the governing body delegates functions relating to staff appointments outside of the leadership group and all dismissals to the headteacher, unless it thinks this would be inappropriate.”

Old Guidance on Managing Staff in Schools

This advice also appears in old DfE guidance called The Governors’ Guide To The Law.

“The School Staffing Regulations allow the governing body to delegate many of its staffing functions to the headteacher, one or more governors, or a combination of the two.

“Where these functions relate to staff appointments outside the leadership group, the governing body should delegate them to the headteacher unless there are good grounds not to do so.

“The governing body of a voluntary aided school with a religious character may agree staffing policies, which provide for governor involvement in the interests of preserving the school’s religious character.”

Old Version of The Governors’ Guide to the Law (May 2012)

The National Governance Association (NGA) produce a delegation planner to help maintained schools delegate responsibilities. Their planner recommends that the full board appoints the selection panel for the headteacher, deputy head and other seniors leaders and also approves the decisions of the panel.

When appointing other teachers and support staff the NGA recommends that the responsibility is delegated to the headteacher.

Safer Recruitment Training

Maintained schools must also comply with the law on safer recruitment outlined in the 2009 staffing regulations. This requires one member of every selection panel to have received training on safer recruitment, which will help them identify and reject unsuitable candidates.

 “With effect from 1st January 2010, the governing body must ensure that—

(a) any person who interviews an applicant for any post under these regulations has completed the safer recruitment training; or

(b) in the case where—

(i) a selection panel is appointed for that purpose under regulation 15 or 27; or

(ii) the governing body delegates the appointment of a member of staff to two or more governors or one or more governors and the headteacher under regulation 4(1),

at least one member of that panel or group has completed the safer recruitment training.”

School Staffing (England) Regulations 2009

In academies these regulations do not apply, but DfE guidance states in the section on safer recruitment that it is good practice for panel members to be trained “appropriately”.

“Academies have responsibilities in relation to the health and safety and protection of their pupils; it would therefore be good practice for appointment panel members in academy schools to be appropriately trained.”

Staffing and Employment Advice for Schools

Further advice

The DfE guidance recommends that schools can also seek advice from their human resources manager and the Advisory, Conciliation and Arbitration Service (ACAS) when recruiting staff.

“Selection panels should also take into account any advice provided by the school’s HR manager or provider. ACAS provides employers with a range of advice and guidance on its recruitment page.

“It covers many areas around recruitment that employers and governors who will be involved in the appointment process should familiarise themselves with.”

Staffing and Employment Advice for Schools

Do school governors need a code of conduct?

There is no statutory requirement for governing bodies to have a code of conduct for governors or trustees, but many schools find a code of conduct useful in order to set expectations on behaviour and explain the role.

It can also be useful if a governor causes problems at a later stage because the governing body can point to the values the governor agreed to uphold when they joined the board and signed up to the code of conduct.

If necessary the code can also form part of the evidence needed when considering suspending or removing a governor.

The DfE Governance Guides for maintained schools and academies recommend that governing bodies set up a code of conduct.

“Effective governing bodies create and maintain a code of conduct which is agreed by all governors.”

DfE Maintained Schools Governance Guide

“Effective boards create and maintain a code of conduct.”

DfE Academy Trust Governance Guide

The Governance Guides also say that a governor/trustee who “persistently fails to attend training or development” may be in breach of the code and it “may be necessary to consider their position”.

A code of conduct can explain the main governor responsibilities: the ethos, vision and strategic direction of the school, holding the headteacher to account and financial oversight.

It can also clarify frequent areas of confusion such as the difference between the strategic role of governors and the day-to-day, operational role of the headteacher.

Bear in mind that codes of conduct do not carry any legal weight. A code is a set of expectations but it cannot over-ride the law that maintained schools must follow, or articles of association for academies.

For example, a maintained school could write in their code of conduct that governors must attend every single meeting without fail, but if a governor was missing meetings you would have no legal power to disqualify them unless they missed a full six months of meetings.

Model Code Of Conduct

The National Governance Association (NGA) produce a model code of conduct which they provide free to all schools, whether they are members of the NGA or not.

Two versions of the code are provided, one for maintained schools and one for academy trusts.

Visit NGA Website To Download Model Codes of Conduct

The NGA recommend that the whole board review and agree the code annually in the first meeting of the academic year. It’s probably not a good idea to hand this document to a brand new governor without any further explanation as the long list of expectations could be quite daunting.

“Boards should review and approve their code of conduct annually, ideally at the first meeting of the autumn term. When reviewing your code, reflect on the events of the previous year and consider if any changes are required as a result.”

National Governance Association

Should all governors sign the code of conduct?

The NGA code only contains space for the chair’s signature, because the expectation is that once the code of conduct has been agreed by the full governing body then all governors are bound by it.

“Once this code has been adopted by the governing board, all members agree to faithfully abide by it.”

National Governance Association

Despite this I would recommend asking all governors to sign the code individually. If a governor breaches the code and is challenged they may try to argue that they did not personally agree to abide by it.

That would not be true, even if the governor did not attend the specific meeting where the code was adopted, because governing bodies make decisions collectively and governors must always enact the decisions of the majority.

However, it makes a difficult conversation easier if you can prove that the governor in question did sign the code themselves. If you use GovernorHub governors can sign up to the code electronically.

Attending Meetings Virtually

School governors are allowed to attend meetings “virtually”, for example over the phone or via a video link using web conference software like Zoom. Here are the rules for maintained schools and academies.

Virtual Attendance in Maintained Schools

The law says that governors at maintained schools can attend meetings using “alternative arrangements”.

“The governing body may approve alternative arrangements for governors to participate or vote at meetings of the governing body including but not limited to by telephone or video conference.”

Roles, Procedures and Allowances (England) Regulations 2013

The same law says that any decision to be made is decided by “a majority of the votes of the governors present and voting on the question”.

However, DfE departmental advice explains that governors can be “present” at the meeting virtually; they don’t need to be physically in the room.

“Members of the board and its committees must be present in a meeting to vote, but they may be present ‘virtually’, for example by telephone or video conference.”

DfE Departmental Advice on Roles, Procedures and Allowances Regulations

Can governors attend committees virtually?

Yes, maintained school governors can also attend committee meetings virtually. The original Roles, Procedures and Allowances regulations from 2013 just said that virtual attendance was acceptable at “meetings of the governing body” and did not refer to committees.

However, an amendment to the legislation made later that year clearly states that the rule also applies to committee meetings.

“The governing body may approve alternative arrangements for committee members to participate or vote at meetings of a committee including but not limited to by telephone or video conference.”

Roles, Procedures and Allowances (England) Amendment Regulations 2013

Tips For Holding Virtual Governor Meetings

If you are going to hold virtual board meetings here are some tips to help the proceedings run smoothly.

  • The most common software used by schools includes Zoom, Microsoft Teams and Google Meet.
  • All participants should mute their microphones if they are not speaking to avoid background noise and feedback.
  • If governors need to withdraw because of a conflict of interest (eg: during the election of the chair) ask the host of a Zoom meeting to place candidates for chair in the “waiting room” while governors discuss the candidates and vote.
  • Alternatively use online form services like Microsoft Forms or Google Forms to collect votes for the ballot.
  • Governors cannot vote by email before the meeting, but they could email or text a vote to the clerk and then verbally confirm that their vote is unchanged at the meeting. You could also use any poll function built in to the software such as Zoom polls.
  • Be careful with “private” chat functions built in to online meeting services as they may be viewable by the host and can also be viewable as a transcript at the end of the meeting.
  • If you find it difficult to hear a specific person ask them to turn their camera off as this can free up some bandwidth and make the audio clearer. You could also turn off HD (high definition) video as it uses more bandwidth than standard definition.
  • Virtual attendance at a maintained school must be agreed by the whole governing body. The law says that the board may approve virtual attendance so there is no automatic right to attend using technology. If the board says no, it is not permitted. Trustees and local governors have the right to virtual attendance if it is permitted by your articles of association and academy trust.
  • You may wish to approve a policy on virtual attendance but there is no requirement to do so. Your policy could cover issues such as what happens if the technology breaks down and how governors are going to vote, for example by a show of hands.
  • Governors can vote virtually and therefore they will contribute to the quorum. For maintained schools this is clear in the law and also in the DfE departmental advice on the 2013 regulations, which says: “Members of the board and its committees must be present in a meeting to vote, but they may be present ‘virtually’, for example by telephone or video conference.”

    For academies it is clear in the model articles (June 2021) that trustees attending virtually form part of the quorum. The academy trust decides whether committee members and local governors in attendance virtually also form part of the quorum.
  • Law for maintained schools suggests phoning in or using video conferencing but also states that schools are not limited to these two options. I’m struggling to think of another technology that you could use, but I suppose one could be invented in the future…

Virtual Attendance In Academies

Academy model articles of association (June 2021) allow for virtual participation of trustees at meetings by phone or “any suitable electronic means”. Whether local governors and committee members can attend virtually will be decided by your own academy trust.

“Any trustee shall be able to participate in meetings of the trustees by telephone or by any suitable electronic means agreed by the trustees and by which all those participating in the meeting are able to communicate with all other participants.

“A person so participating by telephone or other communication shall be deemed to be present in person at the meeting and shall be counted in a quorum and entitled to vote.”

Model Articles of Association (June 2021)

Can school governors be suspended?

In a maintained school governors can be suspended for up to six months. Some academies have the power to suspend trustees, depending on the wording of their articles of association.

In all schools governors can be removed from the board.

Suspending Governors In Maintained Schools

The law gives governing bodies in maintained schools the power to suspend a governor for a fixed period of up to six months.

“The governing body may by resolution suspend a governor for all or any meetings of the school, or of a committee, for a fixed period of up to 6 months.”

Roles, Procedures and Allowances (England) Regulations 2013

A governor can be suspended in one of four circumstances only, details of which are described below.

The law says that “the governing body may by resolution suspend a governor for all or any meetings of the school, or of a committee”, so suspension is not automatic if one of these situations arises and the board will need to assess the seriousness of the issue before taking action.

When a Governor Can Be Suspended

The governing body of a maintained school can decide to suspend a governor if one of the following situations arises.

  • The governor also works for the school and disciplinary proceedings are bring brought against them in relation to their job.
    For example, a staff governor who is going through the disciplinary process.
  • They are part of proceedings in a court or tribunal which could lead to them being automatically disqualified as a governor if found guilty (see the long list of disqualification criteria).
    It really is a very long list, but examples would include being disqualified as a company director, being disqualified from working with children or being sentenced to three months or more in prison (without the option of a fine) in the last five years.

    Note that this applies when the proceedings could lead to a disqualification, so a suspension rather than permanent removal is used in this instance so that a governor can be reinstated if they are found innocent of the charges.
  • The governor has behaved in a way that is inconsistent with the ethos or religious character of the school, which is bringing the school, governing body or the office of governor into disrepute.
    This is a vague definition which could be interpreted in a number of ways. It may help to have a code of conduct in place so that your board can agree on the desired conduct of governors for areas that are not laid down in law.
  • They have breached confidentiality.
    An obvious example would be revealing the contents of confidential minutes from governing body meetings to non-governors such as parents or colleagues.

How To Suspend a Governor In a Maintained School

The law describes the process you must follow.

  1. The proposal to suspend a governor must be specified as an item of business on the agenda. This means it cannot come as a surprise to the governor in question and you cannot sneak it in as an Any Other Business item at the end of a meeting.
  2. The agenda must be sent out at least seven clear days before the meeting. This applies to all agendas as standard practice, but in some cases the chair of governors can decide to hold a meeting at short notice. They cannot decide to do that if the suspension of a governor is being discussed.
  3. Before a vote is held at the meeting the person who is calling for the suspension must say why they think the governor should be suspended. They should explain how the governor’s actions qualify them for a suspension under one of the four categories listed above.
  4. The governor who is at risk of suspension must be allowed to make a statement in response.
  5. The governor at risk of suspension must then leave the room.
  6. The remaining governors vote on the question and if necessary vote on how long a period the suspension will cover. If a majority vote in favour the governor is suspended.

If the governor is suspended they still have the right to receive messages from the clerk telling them the date and time of the meetings, as well as agendas and papers from meetings, so the clerk can continue to send these as normal.

During their suspension the usual rule that governors can be disqualified for missing six months of meetings in a row do not apply.

One final item to note is that the restrictions placed on delegation in the 2013 regulations say that governing bodies must not delegate the power to suspend one of their governors to any individual governor.

This is common sense, as you would not want one person suspending a governor because of a personality clash or power struggle, but it does clarify that not even the chair of governors can suspend a governor without the approval of the board.

Can associate members be suspended?

The law on suspension in maintained schools refers to “governors” only rather than associate members, so there is no mechanism to suspend associate members.

However, the law also states that associate members may be removed from office by the governing body at any time, so boards may wish to remove the associate member completely.

Suspending Trustees In Academies

The current model articles of association, dated June 2021, do not refer to suspensions at all and so academies using these articles cannot suspend trustees. If your academy uses an earlier version of the articles the board may have different powers.

Let’s look at the December 2014 version of the articles, which say that the board of trustees can suspend a trustee for up to six months if they have acted in a way that contradicts the “professional ethos” of the board (including a failure to undertake training) or has brought the academy into disrepute.

“The board of trustees may by special resolution passed at a meeting of the trustees suspend a trustee for all or any meetings of the academy trust, or of a committee, for a fixed period of up to 6 months where the trustee has acted in a way that is inconsistent with the professional ethos of the board of trustees (which shall include a failure to undertake training appropriate to their role, whether or not directed to do so by the board of trustees) and has brought or is likely to bring the academy trust/any of its academies/the academy or the office of the trustee into disrepute.”

Old Model Articles of Association (December 2014)

How To Suspend A Trustee In An Academy

It is important to check what your own academy’s articles say, but the model articles from December 2014 use the following approach.

Note that a suspension requires a special resolution, as opposed to an ordinary resolution. This means that 75% of trustees must vote in favour, rather than the simple majority (anything over 50%) that is needed to pass an ordinary resolution.

As is the case in maintained schools, suspended trustees retain the right to receive agendas and papers from meetings of the trustees.

  1. The suspension must be specified as an agenda item.
  2. The trustee proposing the suspension must say why they feel it is necessary. The trustee at risk of suspension must be allowed to make a statement in response and then leave the meeting.
  3. A special resolution must be passed in favour of suspension.

“A resolution to suspend a trustee from office does not have effect unless the matter is specified as an item of business on the agenda for the meeting.

“Before a vote is taken on a resolution to suspend a trustee, the trustee proposing the resolution must at the meeting state the reasons for doing so.

“In addition the trustee who is the subject of the resolution must be given the opportunity to make a statement in response before withdrawing from the meeting.

“Nothing in [these] articles may be read as affecting the right of a trustee who has been suspended to receive notices of, and agendas and reports or other papers for, meetings of the board of trustees during the period of their suspension.”

Old Model Articles of Association (December 2014)

If a multi-academy trust wishes to suspend a local governor who sits on a local governing body they will need to check the rules set out in the terms of reference for that local governing body.

Can suspended governors appeal?

Neither the law for maintained schools nor the 2014 model articles for academies require boards to have an appeals process for suspended governors.

It would be possible for a governor to complain to their own school about the suspension, because complaints policies should allow complaints to be lodged by anyone.

However, complaints must be heard by impartial people, so the school would need to recruit an unbiased investigator or panel from outside their own board. These people would have no power to reinstate the governor even if the complaint was upheld.

If all stages of the school complaint policy have been completed it may be possible to escalate the complaint to the DfE (maintained schools) or ESFA (academies), but these bodies will not normally reinvestigate the complaint. They will only check that the school has followed education legislation and statutory policies correctly.