Following our recent trustee seminars series, it got us thinking about the Articles of Association (“Articles”) for academy trusts. A standard form document, dictated by the Department of Education, the Articles  are often forgotten and put away in a drawer (or website). So how best can academy trusts utilise their Articles and how can academy trusts navigate their way around an unfamiliar document? Helen Hirst shares her experience of advising academies on governance matters by providing her top ten questions for academy trusts to consider when reviewing their Articles.

1. Do you know who your members are?

It sounds like such a simple question but it’s one that many academy trusts struggle to answer. Companies House do not require notification of changes to your members so often accurate records are not kept. The first step is to check your register of members, which forms part of your statutory books. However, in the absence of this it would be worth checking the incorporation forms to see who the original members were (referred to as subscribers). You then need to establish who has been attending any members meetings, following which you may need to go through a regularisation process to ensure the register of members is up to date. You would also need to consider whether or not the Register of Persons with Significant Control will need updating at the same time.

2. Is your board of trustees constituted correctly?

The Articles specify how many trustees you should have on your academy trust board, and which category of trustees. If you have been established as an academy trust in the last few years your Articles will be much more flexible, but if earlier, or if you are a church school, then read carefully. And one more thing: if you were an earlier converter then check the terminology as your Articles may refer to governors rather than trustees. Others may refer to you as directors, but whichever term you choose be consistent to avoid confusion.

3. Are you complying with the term of office provisions?

Usually, this is specified as four years for trustees, though they can be re-elected. It’s worth checking because this is not something that Companies House will check, it is for the academy trust to have procedures in place to ensure these provisions are complied with.

4. On what basis are your committees and local governing bodies established?

With the growth of multi academy trusts, organisations are increasing in size and therefore it can be necessary to establish committees in order for the board of trustees to delegate certain tasks. However, you need to ensure that you follow the rules in the Articles. This includes being permitted to appoint other people to the committees provided that the majority of the committee are trustees (apart from local governing bodies).

5. Are your schemes of delegation and/or terms of reference consistent with the Articles?

Any committee or local governing body should operate under either a scheme of delegation or terms of reference. It is important to remember that all powers are delegated to the committee or local governing body by the board of trustees and as such it is within the remit of the board of trustees to changes these powers every twelve months if they so wish.

6. Are you holding an Annual General Meeting (AGM)?

It is generally a requirement for an academy trust to hold an AGM but double check as there are some earlier versions of the Articles without this requirement. If you do not hold an AGM you need to ensure that at least one General Meeting is held per year. Remember that General Meetings (including AGMs) are meetings of the members although trustees can also attend.

7. Are you serving notice for meetings correctly?

General Meetings require fourteen clear days’ notice (which includes AGMs) and board meetings (trustee meetings) require seven clear days’ notice.

8. Are you acting within your objects?

The objects are usually numbered Article 4 and include general wording to allow the academy trust to be able to run a school or group of schools as you might expect, but what if your academy trust runs a leisure centre which joins the school or provides adult learning courses? These are just two examples of when you need to consider if it is within the remit of the academy trust’s standard objects to carry out these activities. There is an additional object which can be added for schools which do provide recreational facilities. However, beyond this you need to consider and take advice on whether or not it would be necessary to establish a trading subsidiary company for your proposed activities.

9. How do you make changes within your Articles?

Not very easily is the initial answer. In the first place do consider whether changes are necessary and whether or not you can work within the existing framework. Any changes you do make will be within limited parameters as they will require the consent of the Department for Education (“DfE”) and possibly the Charity Commission as well. If you are an earlier converter and want to update your Articles to the most recent version then the DfE may also require the academy trust to update its funding agreement, so it can become a more involved process than you would expect.

10. Are you comparing your Articles with that of other academy trusts?

This is the most important tip of all. Only read your own academy trust’s Articles.  Whilst the Articles are based on the DfE templates, there are differences depending on when the academy trust was established, and also depending on what type of schools are within the academy trust – for example if there is a former foundation or church school. Do not assume that the academy trust next door to you will have the same Articles as you.

Understanding academy trust governance is a complex area, particularly given the long history of maintained school governance requiring a change to previous practices.