In academies the members and trustees make decisions by passing resolutions. A resolution is a vote in favour or against a proposal.
This page explains written resolutions. It also provides example written resolutions for both members and trustees.
The ability of members to pass written resolutions comes from the Companies Act 2006. The ability of trustees to pass written resolutions comes from the articles of association for each academy trust.
The advice on this page is based on the current model articles of association, but please check your own articles as they may differ.
The usual rules about conflict of interest apply to all resolutions. If a member or trustee has a conflict of interest they cannot vote.
What is a written resolution?
A written resolution is a decision that is taken outside of a meeting. Instead of voting during a meeting by a show of hands or verbal agreement the members or trustees are sent a document that explains the proposal and asks them to sign if they agree with it.
For example, the members might wish to appoint a new member via written resolution. Written resolutions are particularly useful for members’ decisions because members rarely hold meetings.
If a member wishes to appoint the new member they sign the document and send it back to the clerk. If a member doesn’t want to appoint the new member they don’t need to do anything, because the lack of a reply is taken to mean that they disagree with the resolution.
What are the different types of written resolution?
Members have two different types of written resolution, ordinary or special. Your articles tell you whether a decision should be passed via ordinary or special resolution.
Written ordinary resolutions are passed if 51% of members vote in favour.
Written special resolutions are passed if 75% of members vote in favour.
Trustees have one type of written resolution, written board resolutions. Written board resolutions are passed if 100% of the trustees eligible to vote are in favour.
Example Written Resolutions
Below you can download some examples of written resolutions for both members and trustees.
This is a members’ written ordinary resolution to appoint a new trustee.
Download members’ written ordinary resolution (.docx file)
This is a members’ written special resolution to change the articles of association.
Download members’ written special resolution (.docx file)
This is a trustees’ written resolution to appoint a local governor to a local governing body.
Download trustees’ written resolution (.docx file)
How do members pass written ordinary resolutions?
Members’ written ordinary resolutions are passed if 51% of the members who are entitled to vote agree. This is known as a simple majority. As long as more members vote in favour than against, the resolution has passed.
So if you have three members in total, all of whom are entitled to vote, a written ordinary resolution needs two out of three members voting in favour (66%). If you have five members then three out of five need to vote in favour (60%).
“An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority.
“A written resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members.”
Companies Act 2006 (Section 282)
How do members pass written special resolutions?
Members’ written special resolutions are passed if 75% of members entitled to vote are in favour.
So if you have three members you actually need all three to vote in favour to pass a written special resolution (100%). If only two vote in favour you only reach 66% agreement, which of course is less than 75%.
If you have five members then you need four out of five members voting in favour (80%).
“A special resolution of the members (or of a class of members) of a company means a resolution passed by a majority of not less than 75%.
“A written resolution is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of eligible members.”
Companies Act 2006 (Section 283)
When are members forbidden from using written resolutions?
There are two situations where members cannot make a decision using a written resolution. Instead they must call a members’ meeting.
Members cannot use written resolutions to remove a trustee before the end of their term of office or remove an auditor before the end of their term of office.
“The following may not be passed as a written resolution—
(a) a resolution under section 168 removing a director before the expiration of his period of office;
(b) a resolution under section 510 removing an auditor before the expiration of his term of office.”
Companies Act 2006 (Section 288)
How do trustees pass written resolutions?
The current model articles allow trustees to pass written resolutions outside of meetings. These are often called board written resolutions.
The model articles say written board resolutions must be “signed by all trustees” who are entitled to vote on trust board decisions.
Therefore, trustees’ written resolutions pass if 100% of trustees entitled to vote are in favour. They must be unanimous, in other words.
If it is a committee decision then the written resolution must be signed by all the trustees on that committee who are entitled to vote.
Because trustee written resolutions must be unanimous they are not massively useful. It may be easier to hold a virtual trust board meeting instead, where decisions only need a simple majority to pass.
“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.
“Such a resolution may consist of several documents in the same form, each signed or authenticated by one or more of the trustees.”
Model Articles of Association (June 2021)
Do members or trustees have to sign the same copy of the resolution?
No. The model articles say that resolutions of both members and trustees can be formed of more than one copy of the same document. (For members the wording is “several instruments in the like form” and for trustees it is “several documents in the same form”, but these two phrases mean the same thing.)
There’s no need to circulate just one document to collect all signatures on the same sheet of paper.
Can written resolutions be emailed and signed electronically?
Yes, if you have adopted the June 2021 model articles, as they specifically allow resolutions in “electronic form” for both members and trustees. They also specifically allow electronic signatures. This means a resolution is valid even if completely digital, for example an email attachment signed with a digital signature.
If you have older articles please check the wording to see whether electronic resolutions and signatures are allowed.
If your articles do not specifically allow for electronic resolutions or signatures you could email the resolution document and ask members/trustees to print it, sign it and post it back or drop it off at the academy.
“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.
“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.
“References to a document being ‘signed’ includes those signed electronically.“
Model Articles of Association (June 2021)