Every school must elect a chair and vice-chair to lead the board.
There are few rules covering how to do this, but many maintained schools hold annual elections and current model articles for academies (June 2021) refer to elections in “each school year”.
This page explains the procedure to follow when electing a new chair. The procedure is the same whether the term of office for the current chair has expired or a previous chair has resigned.
Law For Maintained Schools
The relevant law for maintained schools is found in the Roles, Procedures and Allowances (England) Regulations 2013. These are the rules schools must follow, which apply to elections for both the chair and the vice-chair of governors.
- Associate members cannot be candidates as they are not governors themselves.
- Before the election is held the governing body must agree the date on which the chair or vice-chair’s term of office will end. There are no restrictions on the length of term you can use.
- Candidates must not be employed by the school. This includes any member of staff, not just teachers.
- A candidate can be any type of governor as long as they are not a school employee, so the chair of governors can be a parent governor, co-opted governor, local authority governor, partnership governor or foundation governor as long as they don’t work for the school.
- When a vacancy for chair or vice-chair arises governors must elect a governor to the role at their next full board meeting.
- Candidates must leave the room during the election and cannot vote. This is because they are considered to have a conflict of interest under the regulations. It also lets governors discuss potential candidates freely.
“The governing body must elect a chair and a vice-chair from among their number.
“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.
“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.
“Where a vacancy arises in the office of the chair or vice-chair, the governing body must elect one of their number to fill that vacancy at their next meeting.
“Where a relevant person is present at a meeting of the governing body at which a subject of consideration is their own appointment as chair or vice-chair of the governing body the relevant person’s interests will be treated for the purpose of regulation 16(b) as being in conflict with the governing body’s interests.”
[Paragraph 16(b) states that when someone has a conflict of interest that person must withdraw from the meeting and not vote.]
Roles, Procedures and Allowances (England) Regulations 2013
Rules For Academies
Academies will need to check their own articles but the only restrictions in the model articles of association (June 2021) are that the election of the chair and vice-chair of trustees must happen every school year and academy trust employees are not eligible. It is up to each trust to decide on further procedure.
“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)
Rules for electing the chair of a local governing body will be decided by your own academy trust.
Who chairs a meeting of academy members?
Check your articles of association to see who chairs meetings of academy trust members, which are known as general meetings or annual general meetings (AGMs).
The current model articles (June 2021) say that members should elect a chair at the meeting by “ordinary resolution”. This means a majority vote, where more members vote in favour than against. (A “special resolution” would need 75% of members to vote in favour.)
“The members present and entitled to vote at the meeting shall elect by ordinary resolution one of their number to be the chair and such election shall be binding on all members and trustees present at the meeting.”
Model Articles of Association (June 2021)
However, if your trust is using an older version of the articles they may say that the chair of trustees also chairs meetings of members. This is not considered good practice these days because it does not provide enough separation between the trustees and the members, but you do need to follow the articles if that is what they state.
Must we elect the chair in September?
No. An old law for maintained schools used to require elections in the first meeting of the school year, but this rule does not exist in the current law.
Model articles for academies (June 2021) do not contain this rule either, but as always in academies check your own articles to see the rules for your own trust board (or terms of reference if you’re electing the chair for a local governing body).
Can we elect a chair in their absence?
Yes, a candidate can be elected as chair even if they are not present for the election unless you have standing orders (maintained schools) or articles of association/terms of reference (academies) that specifically forbid this.
This is known as an election “in absentia” and it is sensible to allow it. The main consideration is whether the candidate’s overall attendance rate is good, not whether they are able to attend one specific meeting.
If you know in advance that a candidate will be absent you could ask them to submit a short written statement to the board to state why they will make a good chair.
Can governors vote if they are not at the meeting?
No. The usual voting rules for governor meetings apply, so voting in advance or by proxy is not permitted. You must be present at the meeting either physically or virtually to vote.
Can a governor self-nominate?
Yes. There are no set rules as to whether a governor or trustee has to be nominated by someone else or can self-nominate, so it is up to your board or academy trust whether to accept self-nominations.
Most schools will allow self-nominations, but it’s not an important question because if the governor cannot find even one person to support their candidacy they will never be elected!
Must faith schools have a chair who shares that faith?
In maintained schools the law does not insist that the chair of a faith school practises any particular faith. Legally the chair of a catholic school does not have to be a practising catholic, for example, or the chair of a Church of England school C of E.
However, the local diocese or linked religious body may recommend that the chair is always a foundation governor. If schools follow this recommendation the chair will usually share the religious beliefs of the school because the diocese will usually appoint foundation governors who are practising members of their religion.
(I have only seen this recommendation in guidance for voluntary-aided (VA) schools, where the foundation governors must outnumber the other governors by two.)
Here’s the recommendation from one catholic diocese which says the “Bishop wishes” the chair of any maintained catholic school or academy to be a foundation governor.
“In this diocese the Bishop wishes that in the case of all voluntary aided schools and academies the position of chair of the governing body or local governing committee be held by a foundation governor.”
Catholic Diocese of Arundel and Brighton
In academies you will need to check your articles of association as well as any guidance from your local diocese. Current model articles for Church of England academies allow the chair to be any trustee who is not an academy employee.
However, current model articles for catholic academies say the chair must be a “foundation director”, in other words a person appointed by the bishop or religious superior. (Some academies call their trustees “directors” but the role is the same – these are the people on the main academy trust board.)
“The directors shall each school year elect a chairman and a vice-chairman from among the foundation directors. A director who is employed by the company shall not be eligible for election as chairman or vice-chairman.”
Model Articles of Association for Catholic Academies (2019)
Can we elect the chair virtually?
Yes, as long as your school or academy trust has not forbidden this; check any standing orders, terms of reference or articles of association to make sure.
Decide before the meeting how you are going to handle the election – here are some ideas for holding virtual elections.
- Ask the host of a Zoom meeting to place candidates for chair in the “waiting room” while governors discuss the candidates and vote.
- Use online form services like Microsoft Forms or Google Forms to collect votes for the ballot.
- Governors cannot vote by email but they could email or text their choice of candidate to the clerk and then verbally confirm their choice at the meeting.
- 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 want a very low-tech solution simply ask the candidates to log in to the meeting 15 minutes after the start time and hold the election before their arrival.
- If governors feel they do not need to discuss the candidates at all then another low-tech solution would be to ask governors to turn their back to their computers and raise their hands to vote, with votes counted by the clerk. If there is only one candidate governors may feel that they do not even need to turn around and may be happy voting verbally.
Electing Committee Chairs In Maintained Schools
Maintained schools must elect committee chairs annually. There are no restrictions on who can stand for committee chair, so school staff members are eligible in theory, as are associate members.
However, schools should be careful that any committee chairs who are also school employees are not “marking their own homework” or coming up against conflicts of interest.
The law for maintained schools says that committee chairs can either be appointed by the full governing body or elected by that specific committee. Common practice is for the committee to elect its own chair, although the governing body still retains power to remove any elected committee chair.
“A chair must be appointed annually to each committee by the governing body or elected by the committee, as determined by the governing body.
“The governing body may remove the chair to any committee from office at any time.”
Roles, Procedures and Allowances (England) Regulations 2013
Note that the above law only refers to committee chairs, not vice-chairs. There is no requirement for maintained school committees to have vice-chairs, although many do so they know who will deputise for the committee chair. It would be reasonable to choose a committee vice-chair in the same way that you choose the committee chair.
In strict legal terms the headteacher is eligible to be a committee chair but this would be a very bad idea. Committees are just sub-groups of the full board and one of the main functions of the full board is to hold the headteacher to account.
Opinions differ as to whether it is good practice for the overall chair of governors to chair committees, but if possible it’s probably best avoided so the workload is shared and another governor gains chairing experience.
If an associate member is committee chair bear in mind that the full governing body can choose to restrict their voting rights and associate members never contribute to the quorum.
You also cannot hold a vote at a committee if the majority of committee members present are not governors. A final point to consider is that associate members do not have the right to a casting vote if a vote is tied.
“An associate member has such voting rights in a committee to which that person is appointed as are determined by the governing body.
“No vote on any matter may be taken at any meeting of a committee unless the majority of members of the committee present are governors.
“Where there is an equal division of votes the person who is acting as chair for the purposes of the meeting will have a second or casting vote, provided that such person is a governor.”
Roles, Procedures and Allowances (England) Regulations 2013
Electing Committee Chairs In Academies
Rules for academy committee chairs and vice-chairs are set by each academy trust, so check the terms of reference for that committee. Advice from the DfE is that academy employees should not chair committees.
“No employees are permitted to serve as chair or vice-chair of the trust board and should not chair a committee.”
Academy Trust Governance: Structures and Roles
The Academy Trust Handbook places some restrictions on specific committee chairs:
- the audit and risk committee cannot be chaired by an academy trust employee, because no employees should be members of that committee
- the overall chair of trustees should not chair the audit and risk committee
- if the trust has a finance committee that is separate from the audit and risk committee, they should have two separate chairs.
“Employees of the trust should not be audit and risk committee members. The chair of trustees should not be chair of the audit and risk committee. Where the finance committee and audit and risk committee are separate, the chair should not be the same.”
Academy Trust Handbook
Additional Good Practice For Elections
Suggestions in this section are not required but you may find them useful to ensure a clear election procedure.
- List the election as an agenda item. The clerk can either ask for nominations in advance by email or at the meeting itself.
- If there is more than one nomination give candidates a few minutes to set out their plan for the school and why they would make a good chair. Warn candidates in advance that they might have to do this!
- Cast votes using a written ballot, with votes counted by the clerk. Maintained school law from 1999 used to insist that “any election of the chairman or vice-chairman which is contested shall be held by secret ballot”. This law has been revoked but it is still best practice as it allows governors to vote anonymously and freely.
- Set a term of office of one or two years for maintained school chairs. Any term shorter than this will not give the chair enough time to have an impact. A longer term may discourage governors from standing for election.
What happens if only one governor stands for chair?
Neither the law nor model articles say what should happen in this situation and I’ve seen differing views, either that the chair is elected unopposed or that governors should vote in favour or against your one candidate.
The National Governance Association (NGA) recommends that a vote is always held, even if there is only one candidate, saying that the board can vote against all candidates if it chooses and ask for new volunteers to come forward. (Their full advice is here but is only available to members of the NGA.)
“A vote by secret ballot will be held, even if there is only one nomination.
“The governors may reject all nominees for chair if they choose. If no candidate has the support of the majority of the governing body, another candidate will be sought from the floor.”
Procedure for Electing a Chair and Vice-Chair, National Governance Association
In practice this is rather a moot point because the governing body of any state-funded school has the power to remove the chair at any time so you will never be stuck with an unwanted chair.
The governing body of a maintained school also has the power to set any term of office for the chair, so if you wanted to get silly about it and you only had one (unwanted) candidate, governors could give them a very short term of office.
I suspect the most common practice when boards only have one candidate for chair is for that candidate to be considered elected unopposed and no vote to take place.
However, if you follow the NGA advice and always hold a vote, even when you only have one candidate, you might just find that it saves you one year from electing someone who will really struggle in the role – for example, a brand new governor who is very keen but has no experience of governance at all.
What happens if no-one stands for chair?
Both the law for maintained schools and model articles for academies say that boards must elect a chair at their next meeting if the role is vacant, but of course that doesn’t help you if no-one at all is willing to stand for election.
In the short term the vice-chair can chair the meetings. In maintained schools the vice-chair also acts as chair “for all purposes” if there is no overall chair so has the power to use chair’s action in emergencies. (Some academies may also have chair’s action; check your articles for details.)
It is possible to elect a joint chair of governors or trustees, sharing the role between two people. Boards could consider joint vice-chairs too. Volunteers may come forward if they can share the workload and responsibility rather than take it all on themselves.
Church schools and academies should contact their diocese or linked religious body as they may be able to suggest someone.
You could also advertise specifically for a chair outside of your current board. Maintained schools can contact the governor services department of their local authority as they may know someone who could fulfil the role.
All schools and academies can use their local contacts to find out if a governor from a nearby school might be interested in joining their board as chair. This person would of course need to be appointed to a vacant role on your board before being elected as chair.
You could also see if a current governor or trustee is willing to be chair for a shorter than normal period, perhaps six months or so, while a more permanent candidate is found. It is not sustainable for any school to be without a chair of governors so every effort must be made to find someone to lead the board.
The situation is less serious if you have a vacancy for vice-chair, although the law and model articles again say that a vice-chair must be elected at the next meeting.
The same advice applies if the vice-chair role is vacant: governors can share the role, take it on temporarily or find someone from outside the board.
What happens if no-one stands for committee chair or vice-chair?
For committee chairs the same advice applies as for the overall chair of governors/trustees: consider joint committee chairs, ask around at local schools, or advertise outside the school.
In maintained schools the law allows committees to function without vice-chairs, so they are not a requirement.
In academies your trust sets the rules for committees. They may allow the committee to run without a vice-chair, so check each committee’s terms of reference.
Laws That No Longer Apply
All of the rules below used to be part of governor law for maintained schools but have now been removed from legislation. They could still be used if you wish to but there is no legal need to follow them.
I’ve included them here as you may come across a situation where a governing body has followed a particular procedure for years without quite knowing why – it will often originate from an old piece of law.
- The chair’s term of office must be between one and four years. Regulations from 2003 stated that terms of office must either a) be between one and four years, or b) that elections should be held at the first meeting after the anniversary of the chair’s or vice-chair’s election.
- The election must take place in the first meeting of the autumn term. The 1999 regulations said the election must be held at the first meeting of the school year, but boards can now hold elections at any time. It is worth considering holding elections in July so that any new chairs and vice chairs can prepare for their role over the summer holidays.
- Before the meeting the clerk shall ask governors whether they are willing to stand for election (1999 regulations). This is still good practice so you know in advance if there will be no volunteers.
- The agenda shall list the governors who have informed the clerk they are willing to stand for election (1999 regulations).
- If no-one is listed on the agenda as willing to stand for election, governors may state at the meeting whether or not they are willing to stand (1999 regulations).
- The clerk must chair the meeting during the election of the chair (1999 regulations). In reality there is very little to “chair” for this part of the meeting and even less if you have agreed on the election procedure beforehand.