Download Academy Trusts: the role of members (2019)

Members are the custodians of the governance of the trust. But although they constitute the top governance tier, they have limited powers and a largely hidden role in terms of the running of the trust. The first members will be the signatories to the memorandum of association when the trust was set up and selected by the governing body which agreed the trust’s first articles of association. These articles will include how members are recruited and replaced. Members do not technically have a term of office.

How many members?

The DfE recommends at least five, but the legal minimum is three. Members have a different status to trustees and while they can be trustees, this is not good practice. These are two separate tiers of governance in the same trust, one holding the other to account.

There should be separation between members and trustees. The Academies Financial Handbook states:

“If members sit on the board of trustees this may reduce the objectivity with which the members can exercise their powers.”

Having two very clearly differentiated layers and five or more members also helps to ensure there are enough members to take decisions via special resolution (which requires 75% of members to agree) without requiring unanimity. Trust boards need to keep track of who their members are and how they can contact them.

Where a school is converting to a standalone academy, the governing body of the predecessor school will determine the membership of the academy trust prior to conversion – exactly how they do this is up to them. More negotiation may be needed if you are forming a multi academy trust (MAT) with other schools.

Under some of the older articles, CEOs or lead professionals have been appointed as members, but the current model articles do not allow an employee of the trust to be a member. We suggest older academies with employees as members could amend that as we are already seeing problems. A member can be an organisation which then nominates an individual. If the MAT has a sponsor, it can usually appoint members and trustees – an existing charity that is sponsoring a MAT may nominate a charity trustee to become a member of the MAT.

What do they do?

Members receive and adopt the annual report and accounts from the board of trustees. A frequent comparison is made to company shareholders, but shareholders have a financial investment in a company whereas the members of an academy trust’s prime function is to provide oversight of the governance arrangements.

While members may have a ‘hands-off’ role when the trust is working well, they have a crucial role in ensuring the academy trust’s charitable objective is being met​.

In the first instance, members sign the formal funding agreement with the secretary of state. While members may have a ‘hands-off’ role when the trust is working well, they have a crucial role in ensuring the academy trust’s charitable objective is being met, maintaining an overview of the effectiveness of the trust structure, and holding the board to account for the improved progress and outcomes for the pupils. They will almost certainly also have the power to appoint and remove trustees.

There is potential for the influential and dominant few to appoint a large section of the board. This ‘groupthink’ and lack of external engagement and transparency can lead to poor practice becoming embedded into the very culture of the academy trust if not picked up in self-reviews and addressed in the context of the wider governance structure. Good practice includes publishing the members of the trust and their interests on the school website.

NGA guidance: the role of members

To help academy trusts understand the roles and responsibilities of members, the National Governance Association (NGA) has published new guidance. The guidance applies to all academy trusts and includes a dedicated section which covers those trusts with a religious character.

Specifically, the guidance covers:

  • who members are and how many a trust needs

  • how members are appointed and what skills they need

  • where members fit into the wider governance structure and what they should do

  • how often members should meet, including details of the annual general meeting, and how decisions are made in these meetings

  • how members carry out specific tasks, such as changing the articles of association or removing trustees

  • what responsibilities members have if the trust becomes insolvent

 

Download Academy Trusts: the role of members (2019)

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