Can school governors be removed?

Yes, but the process for removal differs according to the type of governor they are, who appointed them and whether it is a maintained school or an academy.

In most cases maintained school governors can vote to remove a fellow governor, but some governors are appointed by other organisations and can only be removed by the body that appoints them. For example, local authority governors in maintained schools can only be removed by the local authority itself.

In academies the process depends on whether a trustee or local governor/committee member is being removed.

This page describes how to remove maintained school governors, associate members, academy trustees and local governors/committee members.

No Need To Remove Absent Governors

If a governor is just not turning up to meetings there is no need to go through the removal process as almost all can be easily disqualified in both maintained schools and academies.

If most maintained school governors fail to attend meetings for a period of six months (counting from the date of the first meeting that they miss) then they are disqualified unless the governing body chooses to give consent for their absence. The only governors who this does not apply to are “ex officio” governors whose role comes with their job, which means headteachers and some foundation governors only.

If a governor has been absent for six months the board should discuss the reasons for absence and vote to decide whether to disqualify them.

Academies have a similar rule – trustees can be disqualified if they miss all meetings “held within a period of six months” (model articles June 2021).

The rules say that if governors give their “consent” (or academy trustees “resolve” to let the trustee remain) it is acceptable for someone to miss more than six months of meetings. For example, if a governor has been ill the board might allow the absences; if they have just been disorganised or busy the board might not.

How To Remove Governors In Maintained Schools

It is important that you follow the procedure set out in law for removing governors or the removal could be challenged. I have summarised the process below, with details from the School Governance Constitution (England) Regulations 2012.

Before starting the formal procedure make sure that informal routes have been exhausted. For example, has the chair of governors met with the person to explain their concerns? Have you offered further training or support from a more experienced governor as a mentor?

A Note On Removing Elected Governors

It is particularly important to be careful when removing elected parent or staff governors, whether they were elected unopposed or via a ballot. The DfE recommends that these governors are removed only in “exceptional circumstances”.

Boards must also be careful about their approach to governors who are challenging or “difficult”, because challenging senior leaders is part of their role.

“Governing bodies are expected only to exercise the power to remove an elected governor in exceptional circumstances where the actions or behaviour of the elected governor warrants removal rather than suspension.

“The power should not be used simply to remove dissenting or challenging voices. Good governance involves asking courageous questions and offering appropriate professional challenge.”

Constitution of Governing Bodies of Maintained Schools: Statutory Guidance

An explanatory memo to the law says that removing elected governors should be a “last resort” that stops boards wasting time arguing.

“We think this is an important last resort to ensure governing bodies can function effectively, focusing on their core strategic functions and reducing time wasted in prolonged disputes.

Explanatory Memo to Constitution and Federations Amendment 2017

One last point to be aware of when removing elected governors is that anyone who is removed from an elected governor role is banned from serving on any governing body for five years.

“A person is disqualified from holding or continuing to hold office as a governor of a school until the date immediately after the fifth anniversary of the date of their removal as an elected parent or staff governor under these regulations.”

Constitution and Federations Amendment (England) Regulations 2017

Governors Can Appeal

Before deciding to remove a governor bear in mind that statutory guidance states that if a governor objects to their removal schools are expected to provide an appeals process run by an independent panel.

“Governing bodies are expected to provide an appeals procedure to enable any removed governor to test the reasonableness of the governing body’s decision to remove them.

“It is advised that an independent panel conducts the appeal, which could include a governor from another school, and/or a suitable official from the local authority, or a suitable diocesan representative.”

Constitution of Governing Bodies of Maintained Schools: Statutory Guidance

Procedure For Removing A Maintained School Governor

The following procedure applies to the removal of co-opted, staff, parent and partnership governors. It is set out in the Constitution Regulations 2012. (A partnership governor can either be removed by a vote from the school governing board or by the body that originally appointed him.)

This procedure does not apply to local authority governors, who can only be removed by the local authority.

This procedure does not apply to appointed foundation governors, who can only be removed by the body that appointed them (eg: the local diocese).

However, it does apply to ex officio foundation governors, for example the parish priest whose governor role comes with his job, but only if the school is asked to vote on the removal by the body that is entitled to request it (this body will be named in your instrument of government).

  • Specify “Removal of [Governor Name] from the governing body” as an item of business on the agenda for a full governing body meeting. Give the governor concerned a warning that this will occur.
  • Let the governor see a written account of the case against them and allow sufficient time for them to formulate their response before the meeting.
  • Give the governor a right to reply to any accusations, either via a written statement or through an oral one.
  • Hold a vote, preferably by ballot so governors can vote anonymously. The governor who is at risk of removal must leave the room and cannot vote.
  • If governors vote in favour of removal they must repeat the vote in a second meeting held not less than 14 days later. Make sure the second vote is also a specified agenda item. (In an explanatory memo to the law, the DfE refer to the 14 days as a “cooling-off period” – a chance for governors to calmly reconsider their decision and possibly change their minds.)
  • If the second vote is also in favour of removal then the person ceases to be a governor. Statutory guidance says that an appeals process must be made available to the governor.

Remember that for any vote the board must be quorate for the decision to be valid. Governors who have left the room do not count towards the quorum.

Grounds For Removal

Statutory guidance on the 2012 Constitution Regulations lists some situations when it might be appropriate to remove an elected governor in a maintained school. Because this should only be done in “exceptional circumstances” these are given as examples of the most “exceptional and serious” situations that could arise.

It could be argued that if you are removing an appointed governor you could do so for less serious breaches than those listed below, because that governor has not been elected by parents or staff and there is no expectation in the guidance that appointed governors should only be removed in “exceptional” circumstances. That will be up to your governing body to decide.

The statutory guidance says the following situations could be grounds for removal of an elected governor.

“The five year disqualification term for removal reflects the expectation that the power to remove an elected governor will only be used in exceptional and serious circumstances (and such seriousness will depend on the facts of the case). Examples which could give rise to removal are where:

(a) there have been repeated grounds for suspension;

(b) there has been serious misconduct. Governing bodies should decide what constitutes serious misconduct based on the facts of the case. However, it is expected that any actions that compromise the Nolan principles, if sufficiently serious, would be considered in scope of this reason for removal;

(c) a governor displays repeated and serious incompetence; for example where an elected governor is unwilling or unable, despite all appropriate support, to develop the skills to contribute to effective governance; or where attendance is so irregular that the
governor is unable to make any meaningful contribution to the work of the board;

(d) the governor has engaged in conduct aimed at undermining fundamental British values of democracy, the rule of law, individual liberty, mutual respect, and tolerance of those with different faiths and beliefs; and/or;

(e) the actions of the governor are significantly detrimental to the effective operation of the governing body, distracting it from its core strategic functions; and/or the actions of a governor interferes with the operational efficiency of the school thereby wasting a significant amount of headteacher and /or senior leadership time.”

Constitution of Governing Bodies of Maintained Schools: Statutory Guidance

Point A says that governors may be removed if there are repeated grounds for suspension. Another article cover the grounds for suspension, which include issues such as breaching confidentiality. Note that removal of a governor would require repeated grounds for suspension.

Point B refers to “serious misconduct” which is not defined in the guidance, but the DfE say that a serious breach of the Nolan principles would qualify. These seven principles are the ethical standards expected of people in public office: selflessness, integrity, objectivity, accountability, openness, honesty and leadership.

How To Remove Each Type Of Maintained School Governor

Parent governors (both elected and appointed) – hold two majority votes at two full governing body meetings not less than 14 days apart.

Staff governors – hold two majority votes at two full governing body meetings not less than 14 days apart.

Local authority governors – can only be removed by your local authority. Contact the LA and formally set out your concerns about the governor. The LA have the power to remove the governor if they feel it is appropriate but the school governing board does not. (Governing bodies do have the power to suspend local authority governors though.)

Co-opted governors and partnership governors – hold two majority votes at two full governing body meetings not less than 14 days apart. Partnership governors can also be removed by the body that appointed them so you could also express your concerns directly to that body. Their details will be found in your instrument of government.

Foundation governors (appointed only) – may only be removed by the body which appointed them, eg: the local diocese. (Governing bodies do have the power to suspend foundation governors though.)

Foundation governors (ex officio) – may only be removed by the governing body if they are asked to remove them by the body named in the instrument of government as entitled to do so. Having receiving the request governors would vote in favour or against, following the procedure described above.

Note that if an ex officio foundation governor is unable or unwilling to take up their governor role then a substitute governor can be appointed by the same organisation that appointed the original foundation governor.

Headteacher governors – cannot be removed as they are ex officio governors. Headteachers can choose not to be a governor if they wish, although I have never come across a headteacher who did not sit on the governing board.

Associate members – hold a majority vote at a full governing body meeting. Associate members are not governors so there is no need to follow the full procedures outlined above, although you could do if you wanted to be scrupulously fair. The law simply says that “An associate member may be removed from office by the governing body at any time.”

How To Remove Academy Trustees and Local Governors

In academies the process for removal depends on whether you wish to remove a trustee or local governor/committee member.

How To Remove A Local Governor

In a multi-academy trust the local governing bodies are all committees of the main trust board. This means that the board of trustees has the power to remove any local governor. In all academies the board of trustees has the power to remove all committee members who are not trustees.

The model articles (June 2021) explain that trustees have the power to determine the constitution, membership and proceedings of any committee, including local governing bodies.

“The constitution, membership and proceedings of any committee shall be determined by the trustees.”

Model Articles of Association (June 2021)

There is no set process listed in the articles for removal of local governors and other committee members. However, it would be reasonable to ensure that the removal is listed as an agenda item, the agenda is sent out in advance as you would usually do and the person in question is given a chance to argue against their removal at the meeting.

How To Remove An Academy Trustee

The model articles (June 2021) explain that the power to remove a trustee lies with whoever appointed or elected them. Therefore, if trustees have appointed any co-opted trustees they also have the power to remove them.

Articles also explain that the members of the academy trust have the power to remove any trustee, however they were appointed or elected.

Members can remove trustees by passing an “ordinary resolution”, which means a majority vote in favour. The articles refer to this as an ordinary resolution under the Companies Act 2006.

“A trustee may be removed by the person or persons who appointed or elected them, or otherwise by ordinary resolution of the members in accordance with the Companies Act 2006.”

Model Articles of Association (June 2021)

If trustees are voting to remove a co-opted trustee there is no set process in the model articles, but again a reasonable approach would be to list the removal as an agenda item, send the agenda in advance and give the trustee a chance to defend themselves at the meeting.

If members are voting to remove any trustee they must follow the rules in sections 168 and 169 of the Companies Act 2006. This means that:

  • special notice must be given of the meeting; under section 312 of the Companies Act 2006 this means that members must receive the notice at least 28 days before the meeting
  • the trustee has the “right to protest” their removal at the meeting; they also have the right to protest in writing and have their protest distributed to the members
  • the members must pass an ordinary resolution in favour of the removal, which means a majority vote (more than 50% in favour).

The quote below from the Companies Act 2006 refers to “directors” rather than trustees, because academy trustees are also directors under company law.

“A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.

“Special notice is required of a resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed.

“The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting.”

Companies Act 2006 (Sections 168/169)

Are school governors paid?

Maintained school governors are not paid unless they are part of an interim executive board (IEB). An IEB is an expert governing board that has been brought in to help a struggling school, for example a school in special measures.

The vast majority of maintained schools will therefore have unpaid school governors. Even members of IEBs may not be paid, depending on the circumstances.

“There is no legal power for schools, local authorities or the government to pay individuals on maintained school governing bodies for their governance duties.

“Where an IEB has been put in place, a local authority may choose to pay IEB members.”

DfE Maintained Schools Governance Guide

Is the chair of governors paid?

No. The chair and vice-chair do not receive any payment or salary for taking on these roles.

Associate members are also unpaid and the headteacher does not receive extra salary for being a governor. The only person who gets paid to attend meetings of the governing body is the clerk.

Do parent governors get paid?

No. As explained above the only time a governor might be paid is if they are serving on an IEB at a school that is in trouble. The vast majority of parent governors carry out their duties without receiving a salary or payment.

Are academy trustees paid?

Like maintained school governors, academy trustees are almost always unpaid volunteers. The chair of trustees at an academy trust does not receive payment for taking the chair.

Academies are charitable companies and so they must follow charity law. The DfE say that any payments to trustees would need to be approved by the Charity Commission and be expressly allowed by the academy trust’s articles of association.

“Individuals can only receive payment for carrying out their (charity) trustee duties if [it is] specifically allowed by the academy’s articles of association [and] the trust has express authorisation from the Charity Commission.”

DfE Academy Trust Governance Guide

How do school governors resign?

School governors and trustees are volunteers and can resign at any time for any reason, with no advance notice needed.

Governors should send written notice of their resignation (via email is fine) to the clerk. It would be courteous to address the resignation to the clerk but copy in your chair of governors as well.

It would be extra specially courteous to give the chair advance warning of your resignation if that is possible, especially if your school struggles to recruit governors.

There is no procedure beyond this that you need to follow to quit. Once the letter has been sent the resignation takes effect either immediately or from whatever future date you have specified in your letter.

Associate members, local governors and academy committee members who are not trustees can all resign in the same way, by giving written notice to the clerk.

“A governor may at any time resign from the office of governor by giving written notice to the clerk to the governing body.”

Constitution (England) Regulations 2012

“A trustee may resign their office by notice to the academy trust (but only if at least three trustees will remain in office when the notice of resignation is to take effect).

“Either the trustee resigning, or those removing the trustee shall give written notice thereof to the governance professional.”

Model Articles of Association (June 2021)

Staff governors in maintained schools who are resigning from their job do not need to resign separately from their role on the board, as their staff governor role ends automatically when they leave the school.

Upon ceasing to work at the school, a staff governor of a school is disqualified from continuing to hold office as such a governor.”

Constitution (England) Regulations 2012

Note though that maintained school employees who are co-opted, parent or foundation governors can continue in their governor role if they wish even after leaving their job.

Academies will need to check the wording in your articles of association or terms of reference to see whether staff trustees or staff local governors automatically lose their governing role when they resign from their job at your trust.

Do resignations need to be approved by the board?

No, there is no need to hold a vote to approve a resignation. The governing body cannot refuse a resignation and force someone to continue governing against their will!

Usually the resignation does not need to be discussed at all and the clerk should simply record it in the minutes.

The only exception to that would be if the reasons behind the resignation are issues that the board could improve. For example, if a governor says they resigned because they were not confident in the role the board may wish to examine the induction training they provide.

Can a governor be asked to resign?

They can, but the governor could simply refuse to resign.

However, if a governor is causing problems or not pulling their weight then either the board itself or another body such as a local diocese has the power to remove the governor from the board.

Can governors who resign join the board again in future?

Yes. There are no regulations that say a governor who resigns is disqualified from being appointed or elected to that same governing body in future, or that they have to wait for a minimum period of time to elapse before applying.

Depending on how recently the person resigned there may be a reluctance to appoint or elect them, but this will depend on the reasons behind the resignation and the skills they have to offer.

What should the clerk do after a governor resigns?

In all schools the clerk should:

  • let the chair know about the resignation
  • update the list of governors or trustees on your website (but do not just delete the name because your website must list anyone who has served in the past 12 months)
  • update Get Information About Schools (GIAS)
  • ask the governor to return any school ID cards/lanyards
  • remove their access to digital services such as a school email address, Google Drive, GovernorHub and The Key.

In all schools you also need to tell anyone who is responsible for appointing a new governor if it is not the school itself. For example, in a Church of England school the diocese needs to know if a foundation governor resigns.

Maintained schools can check their instrument of government to see who is responsible for appointing the governors who are not elected by parents/staff or appointed by your board.

Academies can check their articles of association for trustee appointments or local governing body terms of reference for local governor appointments.

In maintained schools you will also need to inform the local authority governor services section.

In academies you will need to inform Companies House if the person was a trustee on the main trust board, because academies are also companies and trustees serve as the company directors. (Academies are charities too but there is no need to inform the Charity Commission.)

You do not need to tell Companies House if the person who has resigned was a local governor in a multi-academy trust, but local governors are recorded in Get Information About Schools.

What happens if an academy member resigns?

Academy members are not registered at Companies House. They are included in Get Information About Schools (GIAS) so you will need to update that record to notify the Education and Skills Funding Agency (ESFA) of the change.

You also need to change your own records, eg: the register of members (part of the statutory books of the trust) and your website.

Members may also appear in your confirmation statement (formerly the annual return) because they may be “persons of significant control”, people who hold more than 25% of the voting rights.

Replacement members are appointed by the remaining members. Your articles of association will state how many members the trust has. The model articles (June 2021) say trusts must have at least three members, but at least five is preferable.

Model articles explain that existing members pass a special resolution, with 75% of members voting in favour, to appoint new members. Note that any special resolution that is passed must be filed with Companies House.

Template Letter To Thank Departing Governors

My templates and letters page includes a letter you can send to governors who have resigned to thank them for their service.

How does the chair of governors resign?

Chairs and vice-chairs can resign by giving written notice to the clerk. If you resign as chair or vice-chair you can continue to serve as a governor.

“The chair or vice-chair may at any time resign their office by giving notice in writing to the clerk to the governing body.”

Roles, Procedures and Allowances (England) Regulations 2013

“The chair or vice-chair may at any time resign their office by giving notice in writing to the governance professional.”

Model Articles of Association (June 2021)

Can the chair resign with immediate effect?

Yes. Chairing is a voluntary role and there is no obligation to give any notice at all. However, it is very helpful if you can give the school advance warning so they can think about succession planning.

What happens after the chair resigns?

When the chair resigns (or reaches the end of their term of office) schools need to elect a new chair at their next meeting; the procedure is described in a separate article.

While there is a vacancy for chair the vice-chair should chair meetings. In maintained schools the vice-chair must also act as chair for “all purposes”, so for example they also gain the ability to use chair’s action.

In academies you will need to check your articles to see if a similar power to chair’s action exists and whether the vice-chair can use it too.

What happens if the headteacher resigns as a governor?

In a maintained school the head would no longer be a member of the governing body, but their place on the board is always available so they can rejoin by giving written notice to the clerk.

“The headteacher’s resignation may be withdrawn at any time by the headteacher giving written notice to the clerk to the governing body.”

Constitution (England) Regulations 2012

The head is still legally entitled to attend all governor meetings and receive the agenda, minutes and papers, but cannot vote.

“The following persons are entitled to attend any meeting of the governing body — (a) a governor; (b) the headteacher of the school, whether or not that person is a governor.”

Roles, Procedures and Allowances (England) Regulations 2013

In an academy the headteacher is a trustee if the members have appointed him as such and he has agreed to this. If he does not agree then he does not become a trustee. If he becomes a trustee and then wishes to resign he can do so in the same way as all other trustees.

“Providing that the [chief executive officer]/[principal] agrees so to act, the members may by ordinary resolution appoint the [chief executive officer]/[principal] as a trustee.”

Model Articles of Association (June 2021)

The model articles do not give a headteacher who has resigned a specific right to attend academy meetings, but if a governing body is trying to ban a headteacher from their meetings something has gone very wrong indeed…

Can governors resign but stay on until a replacement is found?

They can let the board know they plan to resign in the near future and remain as a governor, only officially resigning when their replacement has been recruited. This is a good way to work because it allows the board time to recruit and consider succession planning.

However, if the governor has resigned officially (in writing to the clerk) then they cease to be a governor on the date they specified in their written notice.

In that case they can continue to attend meetings if the board allows them to but they are no longer a governor and cannot vote or take on duties such as link governor roles.

Trustees Cannot Resign If Only Two Would Be Left

Model articles (June 2021) contain a rule that a trustee is unable to resign if it would only leave two trustees left in office. In practice of course they would continue to be a trustee on paper but could not be forced to participate in governance.

“A trustee may resign their office by notice to the academy trust (but only if at least three trustees will remain in office when the notice of resignation is to take effect).”

Model Articles of Association (June 2021)

Governor Resignation Letter Template

Below you can find an example of a governor or trustee resignation letter that you are welcome to use.

The letter should state when your resignation becomes effective, give a reason for your departure (as detailed or as vague as you would prefer) and be clear about whether you will still take part in upcoming school events or volunteer roles you might have in school.

10 Acacia Avenue
Newcastle
NE2 8NW

Dear Stephen,

I regret to inform you that I am resigning as a governor of Malory Towers School with effect from 20 October 2020/with immediate effect. The last meeting I will attend will be on 10 May. I have copied this letter to the chair of governors.

Unfortunately I am unable to continue serving as a governor. This is because [Delete all but one of the following-]

my personal circumstances have changed.

I am no longer able to devote as much time as I would like to the role due to work/family commitments.

I am moving away and would not be able to attend the meetings.

I feel that the governing body is moving in the wrong direction due to X, Y and Z and feel it is right to resign.

I am very proud of the work of the governing body over the last X years and I hope the school goes from strength to strength. On a personal note I would like to thank my governor colleagues, chair of governors [name], headteacher [name] and all school staff for their support and hard work.

I am still able to attend the autumn fair on 1 October if my presence would be useful. I am also happy to help welcome a new replacement governor and help with their induction if one is found before I leave.

Yours sincerely,

Alicia Johns

Can school governors observe lessons?

Yes and no. School governors do not conduct formal lesson observations where teachers are given a judgement on the quality of their teaching.

However, governors should visit classrooms to increase their knowledge of the school and see whether the policies they have approved and spending decisions they have made have had an impact.

This distinction can be confusing for new governors because teachers use the phrase “lesson observation” to mean a member of the senior leadership team watching a lesson, giving it a rating and offering the teacher formal feedback on their performance. If a teacher is being observed they are being assessed.

A new governor may use the word “observe” to mean they intend to stand quietly at the back of the class and not interfere with the lesson, but to a teacher anyone who is “observing” is also assessing.

Governors do not conduct lesson observations because these observations are part of the day-to-day running of the school; they are operational, not strategic and therefore they are the headteacher’s responsibility.

Most governors are also not qualified to assess teaching and have not been trained to do so.

“It is not the governing body’s role to assess teaching and learning or to interfere in the day-to-day running of the school.”

DfE Maintained Schools Governance Guide

That being said, governors should definitely visit classrooms. It can be helpful to use the term governor visits rather than observations so no-one misunderstands why governors are in school.

Governors should be getting to know the school and seeing how the policies they have approved are being implemented; they should not be passing judgements on the quality of teaching.

“Occasional visits to schools enable governors to fulfil their statutory responsibility for the conduct of the school, see whether the school is implementing their policies and improvement plans [and] see how their policies and improvement plans are working in practice.

“Focused governor monitoring visits should be in line with SIP priorities, for an identified purpose linked to the governing body’s responsibilities, such as safeguarding [and] pre-arranged with the headteacher or executive headteacher.”

DfE Maintained Schools Governance Guide

OFSTED also remind governors in a blog post that they should not stray into operational tasks and that there is a difference between an informal classroom visit and a formal lesson observation.

“But I accept that in small schools, governors tend to be more hands-on. Inspectors will be sensitive to this when they consider the work of governors, but we wouldn’t expect governors to be going into lessons to formally observe teaching or scrutinise pupils’ books.”

OFSTED Blog