Category: Voting

In maintained schools governors cannot make decisions by email. It is not allowed under the law.

In academy trusts the trustees can pass written resolutions under the model articles of association, which could be passed by email. Written resolutions of trustees must be unanimous.

The model articles also allow academy trust members to pass written resolutions. Written resolutions of members do not need to be unanimous. Whether local governors can pass written resolutions will depend on rules set by your own trust.

Decisions By Email Banned In Maintained Schools

The law for maintained schools says that decisions are made by a majority of the votes of governors present at a meeting.

“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

DfE advice on this law explains that governors are not able to vote in advance of a meeting because they must be present to vote. So voting by email, proxy voting or any method of voting outside of meetings is not possible.

“Members of the board and its committees must be present in a meeting to vote, but they may be present ‘virtually’.

“The requirement to be present at the meeting means that proxy voting or voting in advance of a meeting is not permitted.

“It is important that governors are present to hear and engage in the debate before casting their vote.”

The School Governance (Roles, Procedures and Allowances) (England) Regulations 2013 Departmental Advice

The DfE says that maintained school governors are not allowed to take decisions by email because new information may be heard at the meeting and the discussion could change a governor’s point of view.

If a governor is not present to hear that discussion, either in person or virtually, they would be casting an ill-informed vote.

This means that maintained school governors cannot make any decisions via email. They cannot approve policies by email. They can’t approve the budget by email. They can’t appoint new governors by email. And they can’t take any other board or committee decision by email.

If a quick decision needs to be made in a maintained school then an extraordinary meeting can be called. In serious situations the chair may be able to use chair’s action. Governors can attend and vote virtually, as long as they are attending in real time.

Some governors I have worked with over the years have been very eager (!) to make decisions by email, so I have also checked this rule with the DfE Governance Team directly and the National Governance Association (NGA).

The DfE confirmed that decision-making by email is not possible, telling me that voting must take place during the meeting.

“We have examined the legislation: Roles, Procedures and Allowances (England) Regulations 2013 and the related guidance and we are clear that the department’s position is that voting must take place during the meeting.”

DfE Governance Team

The NGA agreed. The NGA Head of Advice explained that voting must take place “in the present” and cannot occur before or after the meeting.

“Our interpretation of the Roles, Procedures and Allowances 2013 Regulations is that the governor must be present.

“They do not have to be physically present as regulations also contain the possibility for the governing board to approve alternative arrangements for governors to participate or vote at meetings including, but not limited to telephone or video conference.

“However, our interpretation is that governors must be voting ‘in the present’, either whilst being physically present at the meeting or by joining via telephone or video conference.

“Although it is possible for academy trust boards to make decisions via written resolutions, the same option is not available to maintained school governing boards.”

Head of Advice, National Governance Association

Decisions By Email In Academy Trusts

To find the exact rules in your academy trust check your articles of association (for the board of trustees) or terms of reference (for local governing bodies).

The information below is based on the current DfE model articles of association (June 2021). I also have a separate article on written resolutions in academies, including some example text that can be used when drafting written resolutions.

Academy Trustees Can Make Unanimous Decisions By Email

The model articles of association allow academy trustees to pass written resolutions, including resolutions in “electronic form”, for both the board of trustees and committees of trustees.

Note that a written resolution of trustees must be signed by “all the trustees” who are entitled to vote on that issue. So if trustees want to make a decision by email it must be a unanimous decision.

“A resolution in writing, which includes a resolution in electronic form, signed by all the trustees entitled to receive notice of and vote at a meeting of trustees or of a committee of trustees, shall be valid and effective as if it had been passed at a meeting of trustees or (as the case may be) a committee of trustees duly convened and held.”

Model Articles of Association (June 2021)

Academy Members Can Make Decisions By Email

The model articles allow academy members to pass written resolutions, including by “electronic form” which could include by email.

Unlike written resolutions of trustees, written resolutions of members do not have to be unanimous. They just need to be passed by the same margin as they would if the vote took place at a members’ meeting.

So if members take decisions by email they either need to be passed by majority (for ordinary resolutions) or by 75% (for special resolutions).

“A resolution in writing, which includes a resolution in electronic form, agreed by such number of members as required if it had been proposed at a general meeting shall be as effectual as if it had been passed at a general meeting duly convened and held provided that a copy of the proposed resolution has been sent to every member.”

Model Articles of Association (June 2021)

Local Governors Might Be Able To Make Decisions By Email

The powers of local governors are set by your own trust in the terms of reference for the local governing body. Check the terms of reference to see whether your local governors are allowed to make decisions by written resolution.

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”.

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.

In maintained schools governors cannot vote by proxy. They must be present at a meeting to vote, but they can be “present” virtually via phone or video link.

In academy trusts the trustees cannot vote by proxy according to the model articles of association. Trustees must be present at a meeting to vote, although they can be present virtually or by phone.

However, academy members can vote by proxy. The rules for local governors in a multi-academy trust will be set by your own trust.

Proxy Voting Banned In Maintained Schools

The DfE has explained the ban on proxy voting for maintained schools. They say it’s important for governors to hear the debate and engage in the discussion before casting a vote.

“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.

“The requirement to be present at the meeting means that proxy voting or voting in advance of a meeting is not permitted. It is important that governors are present to hear and engage in the debate before casting their vote.”

Departmental Advice on Roles, Procedures and Allowances 2013 Regulations

Proxy Voting Banned For Academy Trustees

In academies the model articles of association (June 2021) refer to trustees who are “present and voting on the question”. This means they must participate in the meeting in real time to vote.

If a trustee cannot attend in person they can be “present” and vote via a phone or video link, but they cannot vote by proxy.

“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.

“Any trustee shall be able to participate in meetings of the trustees by telephone or by any suitable electronic means agreed by the trustees.”

Model Articles of Association (June 2021)

Proxy Voting Permitted For Academy Members

The model articles of association allow academy members to vote by proxy. So an academy member can send in a vote via another person.

The rules for proxy votes are explained in the model articles, including the wording that must be used. Check your own articles for details.

“Proceedings at general meetings: A quorum is a majority of members present in person or by proxy.”

Model Articles of Association (June 2021)