Category: Chair of Governors

Chair’s action is the chair of governor’s power to take decisions in emergencies.

It can be used in maintained schools when an urgent situation has arisen that is likely to cause serious harm if not addressed quickly and there is not enough time to call a meeting.

Academy chairs of trustees may have similar powers, but only if their trust has authorised it. The power does not appear in the current model articles of association (2021) but trusts can introduce this power if they wish.

Chair’s action is also known as the chair’s power to act. In maintained schools it is the only way that governors can make decisions between meetings, because voting by email or in advance of meetings is not allowed. (Academy trustees can make decisions between meetings via written resolution.)

Chair’s Action In Maintained Schools

In maintained schools the right to use chair’s action comes from section 8 of the Roles, Procedures and Allowances Regulations 2013.

Section 8 is called “Delegation of Functions to the Chair or Vice-Chair in Cases of Urgency”, which sums up the principle of chair’s action. In an urgent situation the chair automatically has limited delegated powers.

When can chair’s action be used?

Chair’s action can only be used if both of the following two conditions are met.

1. An urgent decision needs to be made and it is not “reasonably practicable” to call a meeting of the governing body or the relevant committee in time. These are powers for emergencies only.
   
2. The chair must believe that delaying the decision would likely be seriously detrimental to either the school, a pupil, the parent of a pupil or a school employee. Note that the chair must believe it is likely there would be serious harm if the decision was delayed, not just that there might be serious harm.

“The circumstances are that the chair is of the opinion that a delay in exercising the function would be likely to be seriously detrimental to the interests of—

(a) the school;

(b) any pupil at the school, or their parent; or

(c) a person who works at the school.

“‘Delay’ means delay until the earliest date on which it would be reasonably practicable for a meeting of the governing body, or of a committee to which the function in question has been delegated, to be held.”

Roles, Procedures and Allowances (England) Regulations 2013

What does “urgent” mean in practice?

Chairs can only use their power if a delay is likely to cause serious harm and it is not “reasonably practicable” to call a meeting quickly. There are no defined time limits in the law, so chairs need to use their judgement when deciding how quickly they could reasonably convene a meeting.

Interpretations of the wording will vary, but it surely means a decision is needed within a few days or hours. It certainly cannot mean weeks or months, particularly with the widespread use of virtual meetings that can assemble governors quickly.

What issues can be decided by chair’s action?

The law explains that chair’s action can be used to make decisions about:

• any function of the board that can be delegated to an individual governor
• just one issue that cannot usually be delegated to a single governor, which is pupil exclusions.

“Regulation 8: Delegation of functions to the chair or vice-chair in cases of urgency

(1) Where paragraph (2) applies, the chair may exercise—

(a) any function of the governing body which can be delegated to an individual; and

(b) any function that under regulation 19(2) cannot otherwise be delegated to an individual.

(2) The circumstances are that the chair is of the opinion that a delay in exercising the function would be likely to be seriously detrimental to the interests of—

(a) the school;

(b) any pupil at the school, or their parent; or

(c) a person who works at the school.

“19(2) Except as provided by regulation 8, the governing body may not delegate to an individual functions relating to powers conferred and duties imposed on it by or under regulations made under section 51A of the EA 2002 (exclusion of pupils).”

Roles, Procedures and Allowances (England) Regulations 2013

Boards are free to delegate a range of issues to individual governors. The issues they cannot delegate to individuals cannot be decided by chair’s action. The issues that cannot be delegated to a single governor are explained later in the article.

Chair’s Action in PRACTICE

I hesitate slightly to provide example situations where chair’s power to act can be used because each issue must be judged on its own merits.

However, a good example was provided to me by Forrest Governance who suggested it could be used to suspend a headteacher who has committed potentially seriously misconduct.

In these circumstances a decision would be needed quickly before a full investigation begins. If a serious allegation has been made or there are safeguarding concerns there could certainly be a risk of serious harm if the chair waits until a meeting is convened instead of acting decisively.

The law also gives the chair power to act alone on “exclusion of pupils”, but in reality there is only one circumstance where chair’s action can be used here. That situation is explained in DfE statutory guidance on exclusions.

If an excluded pupil is going to miss a public exam or national curriculum test and there’s no time to hold a governing body meeting, the chair can decide alone whether or not to cancel the exclusion and reinstate the pupil. This means of course that if the pupil is reinstated they can sit their exam.

“Where an exclusion would result in a pupil missing a public examination or national curriculum test, there is a further requirement for a governing board.

“It must, so far as is reasonably practicable, consider the exclusion before the date of the examination or test.

“If it is not practicable for a sufficient number of governors to consider the decision before the examination or test, the chair of governors, in the case of a maintained school may consider the exclusion alone and decide whether or not to reinstate the pupil.

“Where the chair is unable to make this consideration, then the vice-chair may do so instead.”

Exclusion From Maintained Schools, Academies and Pupil Referral Units in England

The Coram Children’s Legal Centre confirm that this is the only situation where a chair can make a decision regarding exclusions by themselves.

“Where an exclusion would result in a pupil missing a public examination or national curriculum test, there is a further requirement for a governing body to consider exclusion before the date of the examination or test.

“If this is not possible, the chair of governors may consider the exclusion independently and decide whether or not to reinstate the pupil. These are the only circumstances in which the chair can review an exclusion decision alone.“

Coram Children’s Legal Centre

What issues cannot be decided by chair’s action?

If an issue cannot be delegated to a single governor it cannot be decided by chair’s action (except for the single exclusion issue described above).

There are also some issues that the governing body cannot delegate to anyone at all and must be decided by the full board. Again, the chair could not use chair’s action to make decisions on these issues.

Issues That Cannot Be Delegated To Individuals

The following five matters cannot be delegated to any single governor and therefore cannot be decided by chair’s action:

1. a decision to close the school
2. approval of the first formal budget plan of the financial year
3. a decision to suspend a governor
4. approving some statutory policies
5. decisions on admissions (offering or refusing a school place).

The first three of these issues (closing the school, approving the first formal budget, suspending governors) cannot be delegated to a single governor because the Roles, Procedures and Allowances Regulations 2013 do not allow it.

“The governing body may not delegate to an individual functions relating to powers and duties imposed on governing bodies by or under—

(a) section 30 of the SSFA 1998 and sections 15 and 16 of the EIA 2006 (discontinuance of maintained schools);

(b) a scheme made by the local authority under section 48(1) of the SSFA 1998, to the extent that it requires the governing body to give their approval to the first formal budget plan of the financial year; and

(c) regulation 17 (suspension of governors).

“Except as provided by regulation 8, the governing body may not delegate to an individual functions relating to powers conferred and duties imposed on it by or under regulations made under section 51A of the EA 2002 (exclusion of pupils).”

Roles, Procedures and Allowances (England) Regulations 2013

The fourth item that cannot be delegated to individual governors is the approval of some statutory policies.

Note that it’s possible to approve all non-statutory policies by chair’s action, because there is no requirement for them to be in place at all and therefore no restriction on their level of delegation.

However, the school should have a policy review schedule in place so that policies are considered and approved on a rolling basis. It would be unusual for a policy to require emergency approval.

The fifth and final item that cannot be delegated to a single governor relates to admissions. The School Admissions Code explains that no single person can make decisions to offer or refuse school places. This means that chair’s action cannot be used to admit or reject a child.

“Admission authorities must allocate places on the basis of their
determined admission arrangements only, and a decision to offer or refuse admission must not be made by one individual in an admission authority.

“Where the school is its own admission authority the whole governing body, or an admissions committee established by the governing body, must make such decisions.”

School Admissions Code

Issues That Cannot Be Delegated To Anyone

The law also says there are matters that cannot be delegated ever – they must always be decided by the full governing body. This means that chair’s action cannot be used to make decisions regarding:

• duties from the Constitution Regulations 2012
• staffing duties from sections 35 and 36 of the Education Act 2002, unless the regulations specifically permit it.

“The governing body may not delegate functions relating to powers conferred, and the duties imposed, on governing bodies by or under the Constitution Regulations 2007 or the Constitution Regulations 2012, as the case may be, save as provided in those Regulations.

“The governing body may not delegate functions relating to powers conferred, and the duties imposed, on governing bodies by or under regulations made under sections 35 and 36 of the EA 2002 save as provided for in those regulations.”

Roles, Procedures and Allowances (England) Regulations 2013

Duties from the Constitution Regulations 2012 that can never be delegated include appointing or reappointing governors and associate members, removing governors from the board or amending the instrument of government.

Can the vice-chair use chair’s action?

Yes, if the role of chair is vacant at that time. In addition, if the vice-chair believes that the chair is “unable” to use their power before the “detriment” occurs, they can also use chair’s action in those circumstances.

For example, if you have a chair in place but they are ill the vice-chair can make the decision instead, as long as they believe the issue meets the criteria described above, ie: it is urgent and is likely to cause serious harm to the school, a pupil/parent or school employee if not addressed.

“Where it appears to the vice-chair that—

(a) the circumstances mentioned in paragraph (2) apply, and

(b) the chair (whether by reason of vacancy in the office or otherwise) would be unable to exercise the function in question before the detriment referred to in that paragraph is suffered,

the reference in paragraph (1) to the chair is to be read as if it were a reference to the vice-chair.”

Roles, Procedures and Allowances (England) Regulations 2013

What happens after chair’s action has been used?

If the chair (or vice-chair) uses their power to act they must report their decision to the full governing body. This should be done formally in a meeting and minuted, although the chair could also inform governors about the decision informally beforehand if they wished.

“This regulation applies where any function of the governing body has been delegated to or is otherwise exercisable by—

(a) a governor (including the chair or vice-chair);

(b) the headteacher (whether or not that person is a governor); or

(c) a committee.

“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

Note that governing bodies always retain the power to over-rule any decisions they have delegated.

“Where the governing body has delegated functions, this does not prevent the governing body from exercising those functions.”

Roles, Procedures and Allowances (England) Regulations 2013

Can committee chairs use chair’s action?

No. It can only be used by the overall chair or vice-chair of the governing body, not any committee chairs or vice-chairs.

The purpose of chair’s action is to give one person the ability to make a quick decision to avoid harm. It would not function correctly if various different people held the same power and could all make possibly contradictory decisions.

Chair’s Action in Academies

In academies there is no automatic right to use chair’s action and there is no mention of it in the current DfE model articles of association (June 2021). However, academy trusts can choose to add this power if they wish, so check if your trust has allowed it for your chair of trustees.

The law firm Browne Jacobson produce draft wording that academy trusts can use to introduce this power and I’ve quoted this wording below.

It is slightly different to the law for maintained schools but the key points remain: chair’s action is for urgent matters where a delay would likely be “seriously detrimental” to the interests of the trust, an academy, a pupil/parent or a member of staff.

In this wording, however, the chair can act either when an urgent matter is “brought to their attention” or where the principal/CEO gives them a written report explaining why the item qualifies for urgent attention and could not be brought to a regular meeting.

The chair also needs to take chair’s action “in consultation with the principal/CEO” in this wording. This clause does not exist in law for maintained schools, although it is difficult to imagine a chair taking an urgent decision without talking to the headteacher first, unless the decision concerned the head themselves.

Further clauses (not quoted below but available here) explain that the vice-chair can use chair’s action if the chair cannot act themselves, just as in maintained schools. They also explain that the chair can decide to call a board meeting at short notice instead of using their power to act.

A final clause states that decisions taken under chair’s action should be reported in writing to the trustees as soon as possible and the decision recorded in board minutes.

“IT IS RESOLVED THAT with immediate effect in
order to facilitate the trust making urgent decisions that arise between board and committee meetings the chair (or vice
chair) may use the following decision-making procedure (to be known as chair’s action):

1. Notwithstanding any provisions of the trust’s articles of association (the articles) and [scheme of delegation], if the
chair is of the opinion that a matter of urgency exists [and it is not practicable to arrange a board meeting on short
notice in the circumstances] either:

(i) after receiving a written report from the [principal/executive principal/CEO] which clearly states, amongst other things, why the item concerned could not be brought to a regular meeting and why it would qualify for urgent decision under this procedure; or

(ii) as a result of other information that is brought to their attention and a delay in exercising the function would likely be seriously detrimental to the interests of the trust, [the/any] academy, pupil or their parent or a person who works at the trust,

then, in consultation with the [principal/executive principal/CEO], they may exercise any function of the trust which [(i)] can be delegated to an individual under the articles, the trust’s funding agreements with the secretary of state for education (including the relevant Academy Trust Handbook) [or (ii) any function relating to the exclusion of pupils].”

Decision-Making Resources for Boards of Academy Trusts (.pdf file)

How can academies introduce chair’s action?

If chair’s action is not already permitted in your academy trust then Browne Jacobson advise that there are two ways to adopt it. Either write it into your scheme of delegation (or other similar document) or pass a resolution of the trust board explaining when it can be used.

“If you haven’t documented an equivalent [of chair’s action] and you want to do so now, then you have two options:

1. you could incorporate suitable wording into your scheme of delegation (or other relevant documentation); or

2. you could pass a board resolution setting out the provisions for chair’s action.”

Decision-Making Resources for Boards of Academy Trusts (.pdf file)

In a maintained school the governing body decides how long a chair or vice-chair of governors serves as there are no restrictions in law.

The governing body must set the term of office before the election, but that term can be of any length.

“Prior to the election of the chair and vice-chair, the governing body must determine the date on which the term of office of the chair and vice-chair will end.”

Roles, Procedures and Allowances (England) Regulations 2013

The most common term of office for chairs and vice-chairs is one year. A term of office that lasts many years may be daunting to potential candidates and discourage them from volunteering. A term that is too short will not give the chair long enough to make any impact and learn their role.

Before the current Roles, Procedures and Allowances Regulations were introduced in 2013 the law said that the chair’s term of office must be between one and four years, so it would be reasonable to use four years as the absolute maximum length of time that a chair should serve before a new election is held.

In an academy the current model articles of association (June 2021) say that trustees shall elect a chair and vice-chair “each school year”, so the term of office is limited to one year.

Do check your own articles though to see what the rules are at your academy trust.

“The trustees shall each school year elect a chair and a vice-chair from among their number.”

Model Articles of Association (June 2021)

Can the chair of governors be re-elected?

Yes. There is no restriction on the number of times a chair can be re-elected in either maintained school law or academy model articles (June 2021), so in theory a chair of governors/trustees could be in post at the same school for decades.

However, the DfE warns against remaining in the post for too long in its advice that accompanies the law for maintained schools.

“Although the regulations do not place any restrictions on this, boards should consider carefully how many times they re-elect their chair to a new term of office.

“In some circumstances, a change of chair may be necessary for the board to remain invigorated and forward looking.”

DfE Departmental Advice on Roles, Procedures and Allowances Regulations

The DfE suggest that two terms of office as a governor might be a reasonable length of time to serve as chair. Governor terms of office are usually four years so the chair would be in post for eight years in total.

“To share expertise, an experienced chair may wish to consider stepping down or moving on to another school or academy trust after a reasonable time, for example after two terms of office (eight years) as a governor.”

DfE Maintained Schools Governance Guide

Interestingly, the National Governance Association (NGA) recommends a total term for the chair of just six years.

“NGA has a policy that serving as chair of the same governing board for more than six years should be the exception, not the rule.”

National Governance Association

The NGA explain that this policy forces schools to develop new leaders, provides a “painless” way for chairs who are struggling or ineffective to stand down and leads to healthier governing bodies with a flow of new energy and new ideas.

It will be up to governors at your own school to decide whether they agree with these views.

Must we elect the chair again if their term of office as a governor expires?

Both the law for maintained schools and model articles for academies say the chair or vice-chair loses his role if he “ceases to be” a governor or trustee. This is common sense because the chair must be a member of their own board!

However, if their term of office as a governor is coming to an end and they are reappointed or re-elected as a governor there is no need to run the chair’s election again as long as you plan ahead and ensure they are reappointed/re-elected before their term of office ends.

For example, if the chair is a co-opted governor whose term as a governor expires in June, the vote to reappoint them can be held in May and their term of office will be continuous. If they are an elected governor you will need to ensure the election can be held before their term expires.

How long is a committee chair term of office?

In maintained schools the law limits the term of office for committee chairs to one year only. Committee chairs in maintained schools must be appointed “annually” by either the full governing body or by that committee.

“A chair must be appointed annually to each committee by the governing body or elected by the committee, as determined by the governing body.”

Roles, Procedures and Allowances (England) 2013

In academies the rules for committees (including local governing bodies) are set by each academy trust, so you would need to check your committee terms of reference.

A casting vote is used to break the deadlock if a vote is tied, giving one governor or trustee the right to vote twice.

In maintained schools the governor who is chairing the meeting has a casting vote, whether they are the actual chair of governors or acting as chair for one meeting only.

The rule on casting votes at full governing body meetings comes from section 14 of the Roles, Procedures and Allowances (England) Regulations 2013, quoted below.

“Where there is an equal division of votes the chair, or as the case may be, the person who is acting as chair for the purposes of the meeting (provided that such person is a governor), will have a second or casting vote.”

Roles, Procedures and Allowances (England) 2013

Section 26 of the same law confirms that casting votes are also available at committees to “the person acting as chair for the purposes of the meeting, provided that such person is a governor”.

Maintained schools should note that governor panels that consider some staffing matters have no casting vote for chair and these are explained below. Casting votes in maintained schools can also only be used by governors, not associate members.

In academies the trustee chairing a meeting of trustees has a casting vote, whether they are the actual chair of trustees or acting as chair for one meeting.

“Where there is an equal division of votes, the chair of the meeting shall have a casting vote.”

Model Articles of Association (June 2021)

Exceptions For Some Panels

Maintained schools should be aware that when they set up panels to consider a number of staffing functions the chair of that panel has no casting vote.

A casting vote is not available at any panel that is considering:

• the appointment of school staff
• grievances
• the conduct and discipline of staff
• capability of staff
• the suspension or dismissal of staff.

(I have called these groups “panels” rather than committees because schools tend to refer to groups of governors involved in these staffing functions as panels.)

“This part does not apply to any committee established by the governing body to exercise functions relating to the appointment, grievance, conduct and discipline, capability, suspension or dismissal of individual members of the school staff.”

Roles, Procedures and Allowances (England) 2013

Best Practice For Casting Votes

In practice chairs may wish to avoid using their casting vote. Many decisions of governing bodies are taken unanimously or with a clear majority and a decision that splits the board down the middle may need further discussion and exploration.

North Yorkshire Governor Services advise that the chair should try to avoid changing the status quo with a casting vote because it would mean the change did not have the support of enough governors.

“Legally this vote can be cast at the total discretion of the chair but there are conventions that if a board is equally divided, the chair should not change the existing position. This is because there are insufficient members who positively want change.

“To carry through changes requires a united front with a commitment to the change and its implementation. The proposal may then be debated again when there is a fuller attendance or after members have had time to consider the matter further.

“This view has much to commend it. A half supported and perhaps hasty change could lead to divisions and recriminations if the matter subsequently goes awry.”

North Yorkshire Governor Services

Can associate members have a casting vote?

No. The law for maintained schools only allows governors to use a casting vote. Associate members are not governors and are not listed on a school’s instrument of government.

Associate members can never vote at meetings of the full governing body but they can be granted votes on committees and are also allowed to chair committees.

“Where there is an equal division of votes the chair, or as the case may be, the person who is acting as chair for the purposes of the meeting (provided that such person is a governor), will have a second or casting vote.”

Roles, Procedures and Allowances (England) 2013

If a vote was tied at a committee meeting and the chair was an associate member you would need to either continue the discussion until a committee member changed their vote or postpone the decision to the next committee meeting. You could also refer the decision to a full governing body meeting instead.

Some academies may also use the term “associate member” for someone who is a committee member but not a trustee. The rights of these people will be dictated by your own articles of association.

Does the chair of an academy members’ meeting have a casting vote?

No. The model articles of association (June 2021) do not give the chair of a members’ meeting a casting vote, only the chair of a trustees’ meeting.

(Academy members should not be confused with associate members. Academy members are the small group of people who are equivalent to company shareholders and attend the annual general meeting but do not take part in most governance duties.)

Does the chair of a local governing body have a casting vote?

The rules for each local governing body in a multi-academy trust are set by the trust itself, so check the terms of reference for that LGB to see whether a casting vote is available.

Yes. More than one governor or trustee can share the role and act as joint chairs or joint vice-chairs, although academies will need to check whether this is permitted by their articles of association.

The DfE advise that schools and academies can have either a joint chair of governors/trustees or a joint vice-chair if this is in the best interests of the school.

“The governing body must have a chair or co-chairs, supported by one or more vice-chairs, to lead and set the culture of the governing body.”

DfE Maintained Schools Governance Guide

“The chair can be a shared role. A vice chair can be a shared role.”

DfE Academy Trust Governance Guide

How many governors can share the role of chair?

The National Governance Association (NGA) recommends in its advice on co-chairing (viewable by NGA members only) that no more than two governors share the role.

No. Any school employee is banned from being chair or vice-chair of governors, so no-one who is employed as a teacher, headteacher or any other role in the school can be the chair or vice-chair.

This ban is explained in the law for maintained schools and model articles of association for academies.

“A governor who is employed at the school as a teacher or as any other member of the school’s staff is not eligible to be chair or vice-chair of the governing body of that school. “

Roles, Procedures and Allowances (England) 2013

“A trustee who is employed by the academy trust shall not be eligible for election as chair or vice-chair.”

Model Articles of Association (June 2021)

Can a teacher chair a committee?

Yes. Neither the law nor model articles specifically ban teachers or any other school employee from chairing committees, including local governing bodies in academies. Academies should check their terms of reference, however, as it may be forbidden by your particular trust.

Bear in mind that it may not be best practice as staff members may feel unable to ask challenging questions and hold senior leaders to account as rigorously as they may need to.

It could also be difficult if financial issues were being discussed as staff governors may have a conflict of interest because they could benefit financially from decisions the committee might make.

The board must also avoid situations where a teacher might be “marking their own homework”. For example, a teacher chairing a curriculum committee might sound like a good idea, but it can result in a situation where someone is both delivering the curriculum as a teacher and then being asked to evaluate its impact and implementation as a governor.

Yes. Parents are eligible to be the chair or vice-chair of governors at both maintained schools and academies. The only exception is that they cannot also work for the school or academy, because school employees are not allowed to chair governing bodies.

This is explained in the law for maintained schools. It is also in model articles of association for academies (June 2021).

“A governor who is employed at the school as a teacher or as any other member of the school’s staff is not eligible to be chair or vice-chair of the governing body of that school.”

Roles, Procedures and Allowances (England) Regulations 2013

“The trustees shall each school year elect a chair and a vice-chair from among their number. A trustee who is employed by the academy trust shall not be eligible for election as chair or vice-chair.”

Model Articles of Association (June 2021)

In a maintained school parents can join the governing body either in the specific “parent governor” category or as a co-opted governor, local authority governor or foundation governor.

Parents can also be partnership governors in a maintained school as long as they do not currently have a child who is a registered pupil at that specific school. Separate articles provide more detail on who can be a parent governor and general governor types and eligibility.

Note that if you wish to join the board under the specific “parent governor” category there are two restrictions for maintained schools – you cannot work for the school for more than 500 hours per year and you cannot be an elected member of the local authority. If you work for the school for 500 hours or less per year you can be a parent governor but not the chair or vice-chair.

Academies have parent trustee (and sometimes parent local governor) roles. They often have co-opted roles as well which are open to any member of the public.

Yes. In almost all circumstances the chair of governors is elected by the governing body and can be removed by the governing body at any time in both maintained schools and academies. Vice-chairs can also be removed.

The only chairs that cannot be removed by their fellow governors are those appointed by the Secretary of State for Education in maintained schools.

However, this only applies to schools that are in special measures or have been judged to need “significant improvements”. Governing bodies in these circumstances are known as interim executive boards (IEBs).

Procedure For Removing the Chair of Governors (Maintained Schools)

The procedure for maintained schools comes from the School Governance Roles, Procedures and Allowances (England) Regulations 2013. Both the chair and the vice-chair can be removed using this procedure.

Removing a chair of governors is a significant decision to make and boards should think very carefully before doing so as they may have to defend their decision to worried parents, OFSTED or the local authority.

1. Specify the proposal to remove the chair of governors as an item on the agenda for a full governing body meeting.
   
2. Make sure this agenda is sent to governors at least seven clear days before the meeting.
   
3. At the meeting, the governor who is proposing the removal of the chair must say why they think this is necessary.
   
4. The chair must be given a chance to respond and then must leave the room.
   
5. The question is decided by the remaining governors via a simple majority vote. There are no restrictions on how this vote is held but you may wish to use a ballot to ensure that governors feel able to vote freely. The clerk can count the votes and announce the result. As with all votes you must be quorate for the decision to be valid.

“The governing body may by resolution remove the chair from office, unless the chair has been nominated by the Secretary of State pursuant to section 67 of the EIA 2006.

“The governor proposing the chair or the vice-chair’s removal must at that meeting state their reasons for doing so and the chair or vice-chair, as the case may be, must be given an opportunity to make a statement in response, before withdrawing from the meeting.”

Roles, Procedures and Allowances (England) Regulations 2013

Procedure For Removing the Chair of Governors (Academies)

The procedure outlined in model articles of association (June 2021) is very similar to the one described above, but note that academy trustees must vote twice to remove their chair or vice-chair at two meetings held not less than 14 days apart.

“The trustees may remove the chair or vice-chair from office. 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.

“Before the trustees resolve at the relevant meeting on whether to confirm the resolution to remove the chair or vice-chair from office, the trustee or trustees proposing their removal shall at that meeting state their reasons for doing so and the chair or vice-chair shall be given an opportunity to make a statement in response.”

Model Articles of Association (June 2021)