The quorum is the number of governors needed to make decisions. Quorums for whole governing body meetings in maintained schools are set by law. For academy trustee boards they are set in articles of association.
If you do not have enough governors in attendance, either in person or virtually, then the meeting is “inquorate”. The purpose of the quorum is to ensure that a very small number of governors do not take decisions on behalf of the whole governing body.
“QUORUM: the number of members who must be present at a meeting in order for decisions to be officially made.”
Cambridge Dictionary
What is the quorum for maintained schools?
For a full governing body meeting in a maintained school the quorum is half of the membership of the governing body, ignoring vacancies.
So if you have 12 governors in post, your quorum is six. If you have 11 governors in post your quorum is still six, because half of 11 is 5.5 and that must be rounded up to six, not rounded down. If you have 10 governors in post the quorum is five.
“The quorum for a meeting of the governing body and for any vote on any matter at such a meeting, is one half (rounded up to a whole number) of the membership of the governing body.
“For the purposes of paragraph (1) the membership of the governing body does not include vacant positions on the governing body.”
Roles, Procedures and Allowances Regulations (2013)
For a committee meeting in a maintained school the committee has the freedom to set its own quorum as long as it is three governors or more. Whether you wish to set a higher quorum number will depend on how many people sit on that committee.
“The quorum for any meeting of a committee must be determined by that committee, but in any event must be not less than three governors who are members of the committee.”
Roles, Procedures and Allowances Regulations (2013)
This may confuse new clerks because the constitution, terms of reference and membership of all committees must be decided by the full governing body, so you might expect the same to be true of the committee quorum. However, legally the committee decides on its own quorum.
If there are six committee members or fewer, it’s best to stick to the default quorum. If there are more than six committee members you may want to raise the quorum to ensure that you still need around half of the committee members to be present at the meeting when there is a vote.
Governors only count towards the quorum if they are members of that committee. The committee or governing body can invite other governors (or indeed anyone else) to attend a committee meeting, but only the committee members themselves form the quorum.
Be aware that an additional rule from the 2013 law means that committee decisions can only be made if the majority of committee members present are governors.
For example, imagine your finance committee contains four governors and four associate members. Only three governors turn up at a meeting but all four associate members are present. In this situation the committee cannot make any decisions, even though they are actually quorate if they have set the minimum committee quorum of three governors.
“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.”
Roles, Procedures and Allowances Regulations (2013)
What is the quorum for academies?
The current model articles of association for academies (June 2021) set the quorum for most meetings of the trustees as either a) any three trustees or b) one third (rounded up) of the total number of trustees in office, if that number is greater than three. (Check your academy’s own articles to see if this requirement has been altered.)
(Note that this quorum applies to most votes, but not all. If trustees are voting to remove another trustee or remove the chair of trustees then the quorum is “two-thirds of the persons who are at the time trustees present at the meeting and entitled to vote on those respective matters”. )
So for most votes in an academy, if there are 12 trustees in post the quorum is four, because one-third of 12 is four and four is greater than three. If there are 11 trustees in post the quorum is still four, because one-third of 11 is 3.6 and you round up, not down.
If there are 10 trustees in post the quorum is still four – one-third of 10 is 3.3 and you round up to a whole number. If there are nine trustees the quorum is three.
“The quorum for a meeting of the trustees, and any vote on any matter thereat, shall be any three trustees, or where greater, any one third (rounded up to a whole number) of the total number of trustees holding office at the date of the meeting, who are in each case present at the meeting and entitled to vote on the matters to be resolved.”
Model Articles of Association (June 2021)
For academy committees, including a meeting of a local governing body (LGB), the quorum will be determined by your own academy trust. The model articles say that the “constitution, membership and proceedings of any committee shall be determined by the trustees”.
Does the headteacher count towards the quorum?
Yes, as long as they have chosen to be a governor. Every governor, including the headteacher, counts towards the quorum because every governor has a vote. In the majority of schools the headteacher is also a governor.
The headteacher in a maintained school (or the principal/chief executive in an academy) can choose not to be a governor/trustee if they wish. Maintained school headteachers can choose to join the governing body at any time in the future. Academy heads can join if the members appoint them.
If any headteacher or principal chooses not to be a governor they will not have a vote and will not contribute towards the quorum.
“The governing body of a maintained school must include the following:
(a) at least two parent governors;
(b) the headteacher unless the headteacher resigns the office of governor.”
Constitution (England) Regulations 2012
“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)
Do associate members count towards the quorum?
In maintained schools associate members never count when calculating the quorum for both full governing body meetings and committees; just pretend they’re not there! An easy way to remember this is that associate members are not recorded on the instrument of government.
(“Associate governors” never contribute towards the quorum either because they don’t exist in English law. A person on the board of a maintained school in England is either a governor or an associate member, they are not an “associate governor”.)
In academies the title “associate member” may or may not be used, but academies are allowed to appoint non-trustees to serve on committees. You will need to check your own articles of association to find the quorum for academy committee meetings (including local governing bodies) because each academy trust has the freedom to set its own procedures for committees. Usual procedure though would be for every committee member to have a vote.
Do governors count towards the quorum if they withdraw?
No. If a governor or trustee has left the room because they have a conflict of interest they cannot vote on that issue and do not count towards the quorum.
(Governors who are absent because they have sent apologies do not count towards the quorum either. Neither do governors who have left the meeting partway through.)
In maintained schools the law also says that when a governor’s own appointment, reappointment, suspension or removal from the board is being discussed they must withdraw from the room. Candidates for chair or vice-chair must also leave the room. Any governor who has left the room is no longer part of the quorum and cannot vote.
As a new clerk I was unsure of the quorum rules concerning governors who leave the room because it is not explicit in the law. I asked for advice from the (sadly closed) DfE-funded Governorline service and this is what they told me.
“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
In academies the model articles (June 2021) state that any trustee with a conflict of interest due to discussion of their own employment, pay or performance or a proposal to enter into a contract or other financial arrangement with them must leave the room and not vote. They do not count towards the quorum.
“The academy trust and its trustees may only rely upon the authority provided by article 6.7 [stating that a trustee may receive benefits from the academy in limited circumstances] if…
b. the trustee is absent from the part of any meeting at which there is discussion of:
i. their employment, remuneration, or any matter concerning the contract, payment or benefit; or
ii. their performance in the employment, or their performance of the contract;
or iii. any proposal to enter into any other contract or arrangement with them or to confer any benefit upon them that would be permitted under article 6.7; or
iv. any other matter relating to a payment or the conferring of any benefit permitted by article 6.7.
“The trustee does not vote on any such matter and is not to be counted when calculating whether a quorum of trustees is present at the meeting.”
Model Articles of Association (June 2021)
The rules on broader conflicts of interest just say that a trustee must “be absent from any discussions” if it is “possible that a conflict will arise between their duty to act solely in the interests of the academy trust and any duty or personal interest”.
This should be read in conjunction with the definition of the academy quorum quoted above which says trustees count toward the quorum when they are “present at the meeting and entitled to vote on the matters to be resolved.” So if a trustee is not entitled to vote on an issue they do not count towards the quorum for that vote.
“Any trustee who has or can have any direct or indirect duty or personal interest (including but not limited to any personal financial interest) which conflicts or may conflict with their duties as a trustee shall disclose that fact to the trustees as soon as they become aware of it.
“A trustee must be absent from any discussions of the trustees in which it is possible that a conflict will arise between their duty to act solely in the interests of the academy trust and any duty or personal interest (including but not limited to any personal financial interest).”
Model Articles of Association (June 2021)
Model articles do not contain the specific rules about appointment, reappointment, suspension, removal or election of chair and vice-chair that are found in maintained school law. However, because of the general conflict of interest clause these rules still apply to academies as a trustee can never be impartial about their own case.
Is a meeting quorate without the headteacher?
Yes, as long as the governors present are enough to form the quorum for that particular meeting. No individual governor is more important than any other when calculating the quorum, so it does not matter whether an absent governor is the headteacher, chair, vice-chair or any particular type of governor (eg: parent governor).
Check your committee terms of reference, however, because I have seen some school committees that decide their quorum must include one specific governor, usually the head or chair.
I don’t believe there are any rules that forbid this, but in practice it means that an entire meeting may have to be cancelled because a single governor is absent so it may not be sensible.
There is also a danger of implying that the vote of one governor is more important than another. Why can the vote go ahead when a parent governor is absent but not if the headteacher is absent?
Rather than insisting one specific governor is needed to be quorate the deputy head can be invited to attend if the headteacher is absent (but will not have a vote or contribute to the quorum) and the vice-chair of the committee can deputise for the chair.
Do governors attending virtually count towards the quorum?
Yes. If a governor or trustee is attending a meeting virtually over the phone or via video link they count towards the quorum and can vote.
Is a meeting quorate if all governors present are school employees?
Yes, as long as the number of governors present is equal to the quorum number for that meeting. When calculating the quorum you don’t need to worry about how many governors are school employees or about what type of governor they are (parent governor, staff governor etc), it is just the overall number of governors present that matters.
However, a governing body meeting where decisions are made solely by people on the school payroll is far from ideal. You may wish to consider removing one or more of the school employees from the board or recruiting more governors who are not school employees to balance out the numbers.
Can we hold a meeting without a quorum?
Inquorate meetings should be avoided wherever possible. The way to do this is ensure all governors send apologies in advance to the clerk if they cannot attend so the clerk can keep an eye on the quorum and let the chair know if a meeting could be inquorate.
Maintained school governors can choose to go ahead with an inquorate meeting or postpone it to a later date. If the meeting does go ahead, governors will not be able to make any decisions but they can discuss the issues, hear reports and other information and ask questions. The clerk should still take minutes to record the discussions and write “This meeting was inquorate” at the top of the minutes.
The only situation where governors could take decisions in an inquorate meeting is when responsibilities have already been delegated by the governing body to an individual governor or group of governors.
For academy trustees the model articles (June 2021) state that meetings of trustees cannot be held if a quorum is not present at any stage, either at the start of the meeting or at any time during the meeting’s proceedings.
This rule may or may not also apply to committees of the academy trust, including local governing bodies, but this will depend on your own articles and terms of reference. The model articles simply state that the “constitution, membership and proceedings of any committee shall be determined by the trustees” so the rules will be different in each academy trust.
“A meeting of the trustees shall be terminated forthwith if:
1. the trustees so resolve; or
2. the number of trustees present ceases to constitute a quorum for a meeting of the trustees.”
Model Articles of Association (June 2021)
Model articles also say that a further meeting must be called within seven days if the meeting had to be stopped before all agenda items were tackled.
“Where a meeting is not held or is terminated before all the matters specified as items of business on the agenda for the meeting have been disposed of, a further meeting shall be convened by the governance professional as soon as is reasonably practicable, but in any event within seven days of the date on which the meeting was originally to be held or was so terminated.”
Model Articles of Association (June 2021)