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Governance Charter

Section 3 - Members

MEMBERS – General Guidance

The Members of the Trust have a different role to that of the Trustees.  They are the signatories to the Memorandum of Association and have agreed the Trust’s first Articles of Association. 

The Articles of Association outlines the governance structure and how the Trust will operate.  The Articles of Association also describe how Members are recruited and replaced and how many of the Trustees the Members can appoint to the Trust Board. 

The Members appoint Trustees to ensure that the Trust’s Charitable Objectives are carried out and so must be able to remove Trustees if they fail to fulfil this responsibility. The Trust Board submits an annual report on the performance of the Trust to the Members. Members are also responsible for approving any amendments made to the Trust’s Articles of Association.

Members are permitted to be appointed as Trustees, but, in order to maintain a degree of separation and transparency of decision making between Members and Trustees, and in line with DfE expectations, not all Members are Trustees.

Members are not permitted to be employees of The Trust.

The Consortium Multi-Academy Trust has 5 (five) Members.  The minimum required by the Articles of Association is 3 (three).  An employee of the Trust cannot be a Member.

  • 1 x Chair of Trustees (ex officio)

Appointment and removal of Members

The Members may agree by passing a special resolution to appoint additional Members as they think fit. The Members may agree by passing a special resolution to remove any Member. 

In order to nominate Members to the Board as an additional Member or to fill a vacancy; an existing Member must provide a completed nomination form to the Clerk.  This nomination forms the basis of the Member election process.  It is usual that a nominee will be invited by the Chair to meet the Members, the Chair of Trustees and the CEO/Principal; and for an interview to take place to ensure that the ethos of the Trust is fully understood and will be upheld by the nominee.  The process and nomination form are detailed within Section Nine.

The Member whose proposed removal is the subject of the resolution is not entitled to vote on that resolution. Any Member may resign provided that after such a resignation the number of Members is not less than three (3).

Meetings of Members

The Trust must hold an AGM each Academy financial year and no more than 15 months must elapse between AGMs. 

The quorum of a general meeting is two (2) Members.  A Trustee may attend and speak at a general meeting or AGM.  A Chair of a general meeting is elected by ordinary resolution of the Members present.

The Consortium Multi-Academy Trust has the following Charitable Objectives:

The Trust’s objective is, broadly speaking, the advancement of education in the UK by the provision of schools or other educational institutions.  Specifically the Articles state the objects as:

“to advance for the public benefit, education in the UK, in particular but without prejudice to the generality of the foregoing, by establishing, maintaining, carrying on, managing and developing schools, offering a broad and balanced curriculum or educational institutions which are principally concerned with providing full-time or part time education for children of compulsory school age who, by reason of illness, exclusion from School or otherwise, may not for any period receive suitable education unless alternative provision is made for them or 16-19 Academies offering a curriculum appropriate to the needs of its students or schools specially organised to make special educational provision for pupils with Special Educational Needs.”

The Biographies of Members of The Consortium Multi-Academy Trust are detailed on the Consortium website (www.consortiumacademy.co.uk)

Memorandum of Association

The Memorandum of Association can be viewed on our website page at: 
https://consortiumacademy.co.uk/suffolk/primary/consortium-mat/site/pages/governance/governance/companiesinformation

Articles of Association

The full Articles of Association are detailed on our website page at:
https://consortiumacademy.co.uk/suffolk/primary/consortium-mat/site/pages/governance/governance/companiesinformation

Reserved Matters:

The Articles give the following powers to the Members:

  • appoint additional Members by special resolution (Art. 15 A)
  • remove Members by Special Resolution (Art. 16)
  • appoint up to 12 Trustees by ordinary resolution (Art. 50)
  • remove Trustees by ordinary resolution (Art. 66)

Company Law gives the Members the power to change the company's name, Objects and Articles by special resolution.

The Articles give the Academy Trust Company the power to establish subsidiary companies (Art. 5r).

The Articles give the Trustees the power to:

  • appoint Co-opted Trustees (Art. 58)
  • appoint Local Governing Bodies and other committees (Art. 100)
  • appoint the CEO and Principals (Art. 107)

All the powers of the Academy Trust shall be exercised by the Trustees but the Trustees may delegate powers and functions to the CEO and Principals (Art. 105-107).

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