A message from Mrs A Scott, Chair of Governors:
Articles of Association
ARTICLES OF ASSOCIATION
COMPANY NUMBER: 07687619
THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
1. In these Articles:-
a. “the Academy" means the school referred to in Article 4 and established by the Academy Trust;
b. “Academy Financial Year” means the academic year from 1st of September to 31st of August in any year;
c. “the Academy Trust” means the company intended to be regulated by these Articles and referred to in Article 2;
d. “Additional Governors” means the Governors appointed pursuant to Article 62 and 62A;
e. “the Articles” means these Articles of Association of the Academy Trust;
f. “Chief Inspector” means Her Majesty’s Chief Inspector of Education, Children’s Services and Skills or his successor:
g. “clear days” in relation to the period of a notice means the period excluding the day when the notice is given or deemed to be given and the day on which it is given or on which it is to take effect;
h. “financial expert” means an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000;
i. “Funding Agreement” means the agreement made under section 1 of the Academies Act 2010 between the Academy Trust and the Secretary of State to establish the Academy;
j. “Further Governors” means the Governors appointed pursuant to Article 63;
k. “the Governors” means the directors of the Academy Trust (and “Governor” means any one of those directors), subject to the definition of this term at Article 6.9(b) in relation to Articles 6.2-6.9;
l. “Head" means the head teacher of the Academy;
m. “the LA” means the local authority covering the area in which the Academy is situated;
n. “the LA Governor” means the Governor who may be appointed pursuant to Article 51;
o. “Local Authority Associated Persons” means any person associated with any local authority within the meaning given in section 69 of the Local Government and Housing Act 1989;
p. “Member” means a member of the Academy Trust and someone who as such is bound by the undertaking contained in Article 8 ;
q. “the Memorandum” means the Memorandum of Association of the Academy Trust;
r. “Office” means the registered office of the Academy Trust;
s. “the Parent Governors” means the Governors appointed pursuant to Articles 53 to 58 inclusive;
t. “Principal Regulator” means the body or person appointed as the Principal Regulator under the Charities Act 2006;
u. “the seal” means the common seal of the Academy Trust if it has one;
v. “Secretary” means the secretary of the Academy Trust or any other person appointed to perform the duties of the secretary of the Academy Trust, including a joint, assistant or deputy secretary;
w. “Secretary of State” means the Secretary of State for Education or successor;
x. “Staff Governor” means an employee of the Academy Trust who may be appointed as a Governor pursuant to Article 50A;
y. “teacher” means a person employed under a contract of employment or a contract for services or otherwise engaged to provide his services as a teacher at the Academy;
z. “the United Kingdom” means Great Britain and Northern Ireland;
aa. words importing the masculine gender only shall include the feminine gender. Words importing the singular number shall include the plural number, and vice versa;
bb. subject as aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as in the Companies Act 2006, as appropriate;
cc. any reference to a statute or statutory provision shall include any statute or statutory provision which replaces or supersedes such statute or statutory provision including any modification or amendment thereto.
2. The company’s name is "Alderbrook School" (and in this document it is called “the Academy Trust”).
3. The Academy Trust’s registered office is to be situated in England and Wales.
4. The Academy Trust’s object (“the Object”) is specifically restricted to the following:-
(a) to advance for the public benefit education in the United Kingdom, in particular but without prejudice to the generality of the foregoing by establishing, maintaining, carrying on, managing and developing a school offering a broad and balanced curriculum (“the Academy”); and
(b) to promote for the benefit of the inhabitants of Solihull and the surrounding area the provision of facilities for recreation or other leisure time occupation of individuals who have need of such facilities by reason of their youth, age, infirmity or disablement, financial hardship or social and economic circumstances or for the public at large in the interests of social welfare and with the object of improving the condition of life of the said inhabitants.
5. In furtherance of the Object but not further or otherwise the Academy Trust may exercise the following powers:-
(a) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Academy Trust;
(b) to raise funds and to invite and receive contributions provided that in raising funds the Academy Trust shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations;
(c) to acquire, alter, improve and (subject to such consents as may be required by law) to charge or otherwise dispose of property;
(d) subject to Article 6 below to employ such staff, as are necessary for the proper pursuit of the Object and to make all reasonable and necessary provision for the payments of pensions and superannuation to staff and their dependants;
(e) to establish or support, whether financially or otherwise, any charitable trusts, associations or institutions formed for all or any of the Object;
(f) to co-operate with other charities, other independent and maintained schools, voluntary bodies and statutory authorities operating in furtherance of the Object and to exchange information and advice with them;
(g) to pay out of funds of the Academy Trust the costs, charges and expenses of and incidental to the formation and registration of the Academy Trust;
(h) to establish, maintain, carry on, manage and develop the Academy at Blossomfield Road, Solihull, West Midlands, B91 1SN;
(i) to offer scholarships, exhibitions, prizes and awards to pupils and former pupils, and otherwise to encourage and assist pupils and former pupils;
(j) to provide educational facilities and services to students of all ages and the wider community for the public benefit;
(k) to carry out research into the development and application of new techniques in education in particular in relation to the areas of curricular specialisation of the Academy and to its approach to curriculum development and delivery and to publish the results of such research, and to develop means of benefiting from application of the experience of industry, commerce, other schools and the voluntary sector to the education of pupils in academies;
(l) subject to such consents as may be required by law and/or by any contract entered into by or on behalf of the Academy Trust to borrow and raise money for the furtherance of the Object in such manner and on such security as the Academy Trust may think fit;
(m) to deposit or invest any funds of the Academy Trust not immediately required for the furtherance of its Object(but to invest only after obtaining such advice from a financial expert as the Governors consider necessary and having regard to the suitability of investments and the need for diversification);
(n) to delegate the management of investments to a financial expert, but only on terms that:
(i) the investment policy is set down in writing for the financial expert by the Governors;
(ii) every transaction is reported promptly to the Governors;
(iii) the performance of the investments is reviewed regularly with the Governors;
(iv) the Governors are entitled to cancel the delegation arrangement at any time;
(v) the investment policy and the delegation arrangement are reviewed at least once a year;
(vi) all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Governors on receipt; and
(vii) the financial expert must not do anything outside the powers of the Governors.
(o) to arrange for investments or other property of the Academy Trust to be held in the name of a nominee company acting under the control of the Governors or of a financial expert acting under their instructions, and to pay any reasonable fee required;
(p) to provide indemnity insurance to cover the liability of Governors which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Academy Trust: Provided that any such insurance shall not extend to any claim arising from any act or omission which the Governors knew to be a breach of trust or breach of duty or which was committed by the Governors in reckless disregard of whether it was a breach of trust or breach of duty or not and provided also that any such insurance shall not extend to the costs of any unsuccessful defence to a criminal prosecution brought against the Governors in their capacity as Governors;
(q) to establish subsidiary companies to carry on any trade or business for the purpose of raising funds for the Academy Trust;
(r) to do all such other lawful things as are necessary for or are incidental to or conducive to the achievement of the Object.
6.1 The income and property of the Academy Trust shall be applied solely towards the promotion of the Object.
6.2 None of the income or property of the Academy Trust may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Academy Trust. Nonetheless a member of the Academy Trust who is not also a Governor may:
a) benefit as a beneficiary of the Academy Trust;
b) be paid reasonable and proper remuneration for any goods or services supplied to the Academy Trust;
c) be paid rent for premises let by the member of the Academy Trust if the amount of the rent and other terms of the letting are reasonable and proper; and
d) be paid interest on money lent to the Academy Trust at a reasonable and proper rate, such rate not to exceed 2% per annum below the base lending rate of a UK clearing bank selected by the Governors, or 0.5%, whichever is the higher.
6.3 A Governor may benefit from any indemnity insurance purchased at the Academy Trust’s expense to cover the liability of the Governors which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default or breach of trust or breach of duty of which they may be guilty in relation to the Academy Trust: Provided that any such insurance shall not extend to any claim arising from any act or omission which the Governors knew to be a breach of trust or breach of duty or which was committed by the Governors in reckless disregard to whether it was a breach of trust or breach of duty or not and provided also that any such insurance shall not extend to the costs of any unsuccessful defence to a criminal prosecution brought against the Governors in their capacity as directors of the Academy Trust.
6.4 A company, which has shares listed on a recognised stock exchange and of which any one Governor holds no more than 1% of the issued capital of that company, may receive fees, remuneration or other benefit in money or money’s worth from the Academy Trust.
6.5 A Governor may at the discretion of the Governors be reimbursed from the property of the Academy Trust for reasonable expenses properly incurred by him or her when acting on behalf of the Academy Trust, but excluding expenses in connection with foreign travel.
6.6 No Governor may:
(a) buy any goods or services from the Academy Trust;
(b) sell goods, services, or any interest in land to the Academy Trust;
(c) be employed by or receive any remuneration from the Academy Trust (other than the Head whose employment and/or remuneration is subject to the procedure and conditions in Article 6.8)
(d) receive any other financial benefit from the Academy Trust;
(i) the payment is permitted by Article 6.7 and the Governors follow the procedure and observe the conditions set out in Article 6.8; or
(ii) the Governors obtain the prior written approval of the Charity Commission and fully comply with any procedures it prescribes.
6.7 Subject to Article 6.8, a Governor may:
a) receive a benefit from the Academy Trust in the capacity of a beneficiary of the Academy Trust.
b) be employed by the Academy Trust or enter into a contract for the supply of goods or services to the Academy Trust, other than for acting as a Governor.
c) receive interest on money lent to the Academy Trust at a reasonable and proper rate not exceeding 2% per annum below the base rate of a clearing bank to be selected by the Governors, or 0.5%, whichever is the higher.
d) receive rent for premises let by the Governor to the Academy Trust if the amount of the rent and the other terms of the lease are reasonable and proper.
6.8 The Academy Trust and its Governors may only rely upon the authority provided by Article 6.7 if each of the following conditions is satisfied:
(a) the remuneration or other sums paid to the Governor do not exceed an amount that is reasonable in all the circumstances.
(b) the Governor is absent from the part of any meeting at which there is discussion of:
i) his or her employment, remuneration, or any matter concerning the contract, payment or benefit; or
ii) his or her performance in the employment, or his or her performance of the contract; or
iii) any proposal to enter into any other contract or arrangement with him or her or to confer any benefit upon him or her 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.
(c) the Governor does not vote on any such matter and is not to be counted when calculating whether a quorum of Governors is present at the meeting.
(d) save in relation to employing or contracting with the Head (a Governor pursuant to Articles 46 and 52) the other Governors are satisfied that it is in the interests of the Academy Trust to employ or to contract with that Governor rather than with someone who is not a Governor. In reaching that decision the Governors must balance the advantage of employing a Governor against the disadvantages of doing so (especially the loss of the Governor’s services as a result of dealing with the Governor’s conflict of interest).
(e) the reason for their decision is recorded by the Governors in the minute book.
(f) a majority of the Governors then in office have received no such payments or benefit.
6.8A The provision in clause 6.6 (c) that no Governor may be employed by or receive any remuneration from the Academy Trust (other than the Head) does not apply to an existing employee of the Academy Trust who is subsequently elected or appointed as a Governor save that this clause shall only allow such a Governor to receive remuneration or benefit from the Academy Trust in his capacity as an employee of the Academy Trust and provided that the procedure as set out in Articles 6.8(b)(i), (ii) and 6.8 (c) is followed.
6.9 In Articles 6.2-6.9:
(a) “Academy Trust” shall include any company in which the Academy Trust:
· holds more than 50% of the shares; or
· controls more than 50% of the voting rights attached to the shares; or
· has the right to appoint one or more directors to the board of the company.
(b) “Governor” shall include any child, stepchild, parent, grandchild, grandparent, brother, sister or spouse of the governor or any person living with the governor as his or her partner
(c) the employment or remuneration of a Governor includes the engagement or remuneration of any firm or company in which the Governor is:
(i) a partner;
(ii) an employee;
(iii) a consultant;
(iv) a director;
(v) a member; or
(v) a shareholder, unless the shares of the company are listed on a recognised stock exchange and the Governor holds less than 1% of the issued capital.
7. The liability of the members of the Academy Trust is limited.
8. Every member of the Academy Trust undertakes to contribute such amount as may be required (not exceeding £10) to the Academy Trust’s assets if it should be wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the Academy Trust’s debts and liabilities before he or she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
9. If the Academy Trust is wound up or dissolved and after all its debts and liabilities (including any under section 483 of the Education Act 1996) have been satisfied there remains any property it shall not be paid to or distributed among the members of the Academy Trust, but shall be given or transferred to some other charity or charities having objects similar to the Object which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Academy Trust by Article 6 above, chosen by the members of the Academy Trust at or before the time of dissolution and if that cannot be done then to some other charitable object.
10. No alteration or addition shall be made to or in the provisions of the Articles without the written consent of the Secretary of State.
11. No alteration or addition shall be made to or in the provisions of the Articles which would have the effect (a) that the Academy Trust would cease to be a company to which section 60 of the Companies Act 2006 applies; or (b) that the Academy Trust would cease to be a charity.
12. The Members of the Academy Trust shall comprise
a. the signatories to the Memorandum;
b. 1 person appointed by the Secretary of State, in the event that the Secretary of State appoints a person for this purpose;
c. the chairman of the Governors; and
d. any person appointed under Article 16;
13. Each of the persons entitled to appoint Members in Article 12 shall have the right from time to time by written notice delivered to the Office to remove any Member appointed by them and to appoint a replacement Member to fill a vacancy whether resulting from such removal or otherwise.
14. If any of the persons entitled to appoint Members in Article 12:
a) in the case of an individual, die or become legally incapacitated;
b) in the case of a corporate entity, cease to exist and are not replaced by a successor institution; or
c) becomes insolvent or makes any arrangement or composition with their creditors generally
their right to appoint Members under these Articles shall vest in the remaining Members.
15. Membership will terminate automatically if:
a) a Member (which is a corporate entity) ceases to exist and is not replaced by a successor institution;
b) a Member (which is an individual) dies or becomes incapable by reason of mental disorder, illness or injury of managing and administering his own affairs; or
c) a Member becomes insolvent or makes any arrangement or composition with that Member’s creditors generally.
16. The Members may agree unanimously in writing to appoint such additional Members as they think fit and may unanimously (save that the agreement of the Member(s) to be removed shall not be required) in writing agree to remove any such additional Members.
17. Every person nominated to be a Member of the Academy Trust shall either sign a written consent to become a Member or sign the register of Members on becoming a Member.
18. Any Member may resign provided that after such resignation the number of Members is not less than three. A Member shall cease to be one immediately on the receipt by the Academy Trust of a notice in writing signed by the person or persons entitled to remove him under Articles 13 or 16 provided that no such notice shall take effect when the number of Members is less than three unless it contains or is accompanied by the appointment of a replacement Member.
19. The Academy Trust shall hold an Annual General Meeting each year in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Academy Trust and that of the next. Provided that so long as the Academy Trust holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Governors shall appoint. All meetings other than Annual General Meetings shall be called General Meetings.
20. The Governors may call general meetings and, on the requisition of Members pursuant to the provisions of the Companies Act 2006, shall forthwith proceed to convene a general meeting in accordance with that Act. If there are not within the United Kingdom sufficient Governors to call a general meeting, any Governor or any Member of the Academy Trust may call a general meeting.
NOTICE OF GENERAL MEETINGS
21. General meetings shall be called by at least fourteen clear days’ notice but a general meeting may be called by shorter notice if it is so agreed by a majority in number of Members having a right to attend and vote and together representing not less than 90% of the total voting rights at that meeting.
The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an Annual General Meeting, shall specify the meeting as such. The notice shall also state that the Member is entitled to appoint a proxy.
The notice shall be given to all the Members, to the Governors and auditors.
22. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS.
23. No business shall be transacted at any meeting unless a quorum is present. A Member counts towards the quorum by being present either in person or by proxy. Two persons entitled to vote upon the business to be transacted, each being a Member or a proxy of a Member or a duly authorised representative of a Member organisation shall constitute a quorum.
24. If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Governors may determine.
25. The chairman, if any, of the Governors or in his absence some other Governor nominated by the Governors shall preside as chairman of the meeting, but if neither the chairman nor such other Governor (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Governors present shall elect one of their number to be chairman and, if there is only one Governor present and willing to act, he shall be the chairman.
26. If no Governor is willing to act as chairman, or if no Governor is present within fifteen minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of their number to be chairman.
27. A Governor shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting.
28. The chairman may, with the consent of a majority of the Members at a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time, date and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
29. A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands a poll is duly demanded. Subject to the provisions of the Companies Act 2006, a poll may be demanded:-
(a) by the chairman; or
(b) by at least two Members having the right to vote at the meeting; or
(c) by a Member or Members representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting.
30. Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
31. The demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the chairman. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made.
32. A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be Members) and fix a time, date and place for declaring the results. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
33. A poll demanded on the election of the chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time, date and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
34. No notice need be given of a poll not taken immediately if the time, date and place at which it is to be taken are announced at the meeting at which it is demanded. In other cases at least seven clear days’ notice shall be given specifying the time, date and place at which the poll is to be taken.
35. A resolution in writing 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. The resolution may consist of several instruments in the like form each agreed by one or more Members.
VOTES OF MEMBERS
36. On the show of hands every Member present in person shall have one vote. On a poll every Member present in person or by proxy shall have one vote.
37. Not used.
38. No Member shall be entitled to vote at any general meeting unless all moneys then payable by him to the Academy Trust have been paid.
39. No objections shall be raised to the qualification of any person to vote at any general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
40. An instrument appointing a proxy shall be in writing, signed by or on behalf of the appointer and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Governors may approve) -.
“I/We, …….., of ………, being a Member/Members of the above named Academy Trust, hereby appoint …… of ……, or in his absence, …….. of ……. as my/our proxy to vote in my/our name[s] and on my/our behalf at the annual general meeting/ general meeting of the Academy Trust to be held on …..20[ ], and at any adjournment thereof.
Signed on ….. 20[ ]”
41. Where it is desired to afford Members an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Governors may approve)-
“I/We, ……., of ……., being a Member/Members of the above-named Academy Trust, hereby appoint …. of ……., or in his absence, ….. of ……, as my/our proxy to vote in my/our name[s] and on my/our behalf at the annual general meeting/ general meeting of the Academy Trust, to be held on …. 20[ ], and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No. 1 *for * against
Resolution No. 2 *for * against.
· Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
Signed on …. 20[ ]”
42. The instrument appointing a proxy and any authority under which it is signed or a copy of such authority certified by a notary or in some other way approved by the Governors may -
(a) be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Academy Trust in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or
(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll;
(c)where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the Secretary or to any Governor;
and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
43. A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Academy Trust at the office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote given or the poll demanded or (or in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
44. Any organisation which is a Member of the Academy Trust may by resolution of its board of directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Academy Trust, and the person so authorised shall be entitled to exercise the same powers on behalf of the organisation which he represents as that organisation could exercise if it were an individual Member of the Academy Trust.
45. The number of Governors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.
46. Subject to Articles 48-49 and 64, the Academy Trust shall have the following Governors:
a. up to 9 Governors, appointed under Article 50;
b. any Staff Governors, if appointed under Article 50A;
c. up to 1 LA Governor if appointed under Article 51;
d. a minimum of 2 Parent Governors appointed under Articles 53-58;
e. the Head;
f. any Additional Governors, if appointed under Article 62, 62A or 68A; and
g. any Further Governors, if appointed under Article 63 or Article 68A;
47. The Academy Trust may also have any Co-opted Governor appointed under Article 59.
48. The first Governors shall be those persons named in the statement delivered pursuant to sections 9 and 12 of the Companies Act 2006.
49. Future Governors shall be appointed or elected, as the case may be, under these Articles. Where it is not possible for such a Governor to be appointed or elected due to the fact that an Academy has not yet been established or the Head has not been appointed, then the relevant Article or part thereof shall not apply.
APPOINTMENT OF GOVERNORS
50. The Members may appoint up to 9 Governors.
50A. The Members may appoint Staff Governors through such process as they may determine, provided that the total number of Governors (including the Head) who are employees of the Academy Trust does not exceed one third of the total number of Governors.
51. The LA may appoint the LA Governor.
52. The Head shall be treated for all purposes as being an ex officio Governor.
53. Subject to Article 57, the Parent Governors shall be elected by parents of registered pupils at the Academy. A Parent Governor must be a parent of a pupil at the Academy at the time when he is elected.
54. The Governing Body shall make all necessary arrangements for, and determine all other matters relating to, an election of Parent Governors, including any question of whether a person is a parent of a registered pupil at the Academy. Any election of Parent Governors which is contested shall be held by secret ballot.
55. The arrangements made for the election of a Parent Governor shall provide for every person who is entitled to vote in the election to have an opportunity to do so by post or, if he prefers, by having his ballot paper returned to the Academy Trust by a registered pupil at the Academy.
56. Where a vacancy for a Parent Governor is required to be filled by election, the Governing Body shall take such steps as are reasonably practical to secure that every person who is known to them to be a parent of a registered pupil at the Academy is informed of the vacancy and that it is required to be filled by election, informed that he is entitled to stand as a candidate, and vote at the election, and given an opportunity to do so.
57. The number of Parent Governors required shall be made up by Parent Governors appointed by the Governing Body if the number of parents standing for election is less than the number of vacancies.
58. In appointing a Parent Governor the Governing Body shall appoint a person who is the parent of a registered pupil at the Academy; or where it is not reasonably practical to do so, a person who is the parent of a child of compulsory school age.
59. The Governors may appoint up to 3 Co-opted Governors. A ‘Co-opted Governor’ means a person who is appointed to be a Governor by being Co-opted by Governors who have not themselves been so appointed. The Governors may not co-opt an employee of the Academy Trust as a Co-opted Governor if thereby the number of Governors who are employees of the Academy Trust would exceed one third of the total number of Governors (including the Head).
APPOINTMENT OF ADDITIONAL GOVERNORS
60. The Secretary of State may give a warning notice to the Governors where he is satisfied—
i) that the standards of performance of pupils at the Academy are unacceptably low, or
ii) that there has been a serious breakdown in the way the Academy is managed or governed, or
iii) that the safety of pupils or staff of the Academy is threatened (whether by a breakdown of discipline or otherwise).
61. For the purposes of Article 60 a ‘warning notice’ is a notice in writing by the Secretary of State to the Academy Trust delivered to the Office setting out—
a) the matters referred to in Article 60;
b) the action which he requires the Governors to take in order to remedy those matters; and
c) the period within which that action is to be taken by the Governors (‘the compliance period’).
62. The Secretary of State may appoint such Additional Governors as he thinks fit if the Secretary of State has:
a) given the Governors a warning notice in accordance with Article 60 ; and
b) the Governors have failed to comply, or secure compliance, with the notice to the Secretary of State’s satisfaction within the compliance period.
62A The Secretary of State may also appoint such Additional Governors where following an Inspection by the Chief Inspector in accordance with the Education Act 2005 (an “Inspection”) the Academy Trust receives an Ofsted grading (being a grade referred to in The Framework for School Inspection or any modification or replacement of that document for the time being in force) which amounts to a drop, either from one Inspection to the next Inspection or between any two Inspections carried out within a 5 year period, of two Ofsted grades. For the purposes of the foregoing the grade received by Alderbrook Leading Edge School and Arts College (a community school) shall be regarded as the grade received by the Academy.
63. The Secretary of State may also appoint such Further Governors as he thinks fit if a Special Measures Termination Event (as defined in the Funding Agreement) occurs in respect of the Academy.
64. Within 5 days of the Secretary of State appointing any Additional or Further Governors in accordance with Articles 62, 62A or 63, any Governors appointed under Article 50 and holding office immediately preceding the appointment of such Governors, shall resign immediately and the Members’ power to appoint Governors under Article 50 shall remain suspended until the Secretary of State removes one or more of the Additional or Further Governors.
TERM OF OFFICE
65. The term of office for any Governor shall be 4 years, save that this time limit shall not apply to the Head. Subject to remaining eligible to be a particular type of Governor, any Governor may be re-appointed or re-elected.
RESIGNATION AND REMOVAL
66. A Governor shall cease to hold office if he resigns his office by notice to the Academy Trust (but only if at least three Governors will remain in office when the notice of resignation is to take effect).
67. A Governor shall cease to hold office if he is removed by the person or persons who appointed him. This Article does not apply in respect of a Parent Governor.
68. Where a Governor resigns his office or is removed from office, the Governor or, where he is removed from office, those removing him, shall give written notice thereof to the Secretary.
68A. Where an Additional or Further Governor appointed pursuant to Articles 62, 62A or 63 ceases to hold office as a Governor for any reason, other than being removed by the Secretary of State, the Secretary of State shall be entitled to appoint an Additional or Further Governor in his place.
DISQUALIFICATION OF GOVERNORS
69. No person shall be qualified to be a Governor unless he is aged 18 or over at the date of his election or appointment. No current pupil of the Academy shall be a Governor.
70. A Governor shall cease to hold office if he becomes incapable by reason of mental disorder, illness or injury of managing or administering his own affairs.
71. A Governor shall cease to hold office if he is absent without the permission of the Governors from all their meetings held within a period of six months and the Governors resolve that his office be vacated.
72. A person shall be disqualified from holding or continuing to hold office as a Governor if—
a) his estate has been sequestrated and the sequestration has not been discharged, annulled or reduced; or
b) he is the subject of a bankruptcy restrictions order or an interim order.
73. A person shall be disqualified from holding or continuing to hold office as a Governor at any time when he is subject to a disqualification order or a disqualification undertaking under the Company Directors Disqualification Act 1986 or to an order made under section 429(2)(b) of the Insolvency Act 1986 (failure to pay under county court administration order).
74. A Governor shall cease to hold office if he ceases to be a Governor by virtue of any provision in the Companies Act 2006 or is disqualified from acting as a trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision).
75. A person shall be disqualified from holding or continuing to hold office as a Governor if he has been removed from the office of charity trustee or trustee for a charity by an order made by the Charity Commission or the High Court on the grounds of any misconduct or mismanagement in the administration of the charity for which he was responsible or to which he was privy, or which he by his conduct contributed to or facilitated.
76. A person shall be disqualified from holding or from continuing to hold office as a Governor at any time when he is:
a) included in the list kept by the Secretary of State under section 1 of the Protection of Children Act 1999; or
b) disqualified from working with children in accordance with Section 35 of the Criminal Justice and Court Services Act 2000; or
c) barred from regulated activity relating to children (within the meaning of section 3(2) of the Safeguarding Vulnerable Groups Act 2006)
77. A person shall be disqualified from holding or continuing to hold office as a Governor if he is a person in respect of whom a direction has been made under section 142 of the Education Act 2002 or is subject to any prohibition or restriction which takes effect as if contained in such a direction.
78. A person shall be disqualified from holding or continuing to hold office as a Governor where he has, at any time, been convicted of any criminal offence, excluding any that have been spent under the Rehabilitation of Offenders Act 1974 as amended, and excluding any offence for which the maximum sentence is a fine or a lesser sentence except where a person has been convicted of any offence which falls under section 72 of the Charities Act 1993.
79. After the Academy has opened, a person shall be disqualified from holding or continuing to hold office as a Governor if he has not provided to the chairman of the Governors a criminal records certificate at an enhanced disclosure level under section 113B of the Police Act 1997. In the event that the certificate discloses any information which would in the opinion of either the chairman or the Head confirm their unsuitability to work with children that person shall be disqualified. If a dispute arises as to whether a person shall be disqualified, a referral shall be made to the Secretary of State to determine the matter. The determination of the Secretary of State shall be final.
80. Where, by virtue of these Articles a person becomes disqualified from holding, or continuing to hold office as a Governor; and he is, or is proposed, to become such a Governor, he shall upon becoming so disqualified give written notice of that fact to the Secretary.
81. Articles 69 to 80 and Articles 98-99 also apply to any member of any committee of the Governors who is not a Governor.
SECRETARY TO THE GOVERNORS
82. The Secretary shall be appointed by the Governors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them. The Secretary shall not be a Governor or the Head. Notwithstanding this Article, the Governors may, where the Secretary fails to attend a meeting of theirs, appoint any one of their number or any other person to act as Secretary for the purposes of that meeting.
CHAIRMAN AND VICE-CHAIRMAN OF THE GOVERNORS
83. The Governors shall each school year, at their first meeting in that year, elect a chairman and a vice-chairman from among their number. A Governor who is employed by the Academy Trust shall not be eligible for election as chairman or vice-chairman.
84. Subject to Article 85, the chairman or vice-chairman shall hold office as such until his successor has been elected in accordance with Article 86.
85. The chairman or vice-chairman may at any time resign his office by giving notice in writing to the Secretary. The chairman or vice-chairman shall cease to hold office if—
a) he ceases to be a Governor;
b) he is employed by the Academy Trust;
c) he is removed from office in accordance with these Articles; or
d) in the case of the vice-chairman, he is elected in accordance with these Articles to fill a vacancy in the office of chairman.
86. Where by reason of any of the matters referred to in Article 85, a vacancy arises in the office of chairman or vice-chairman, the Governors shall at their next meeting elect one of their number to fill that vacancy.
87. Where the chairman is absent from any meeting or there is at the time a vacancy in the office of the chairman, the vice-chairman shall act as the chair for the purposes of the meeting.
88. Where in the circumstances referred to in Article 87 the vice-chairman is also absent from the meeting or there is at the time a vacancy in the office of vice-chairman, the Governors shall elect one of their number to act as a chairman for the purposes of that meeting, provided that the Governor elected shall not be a person who is employed by the Academy Trust.
89. The Secretary shall act as chairman during that part of any meeting at which the chairman is elected.
90. Any election of the chairman or vice-chairman which is contested shall be held by secret ballot.
91. The Governors may remove the chairman or vice-chairman from office in accordance with these Articles.
92. A resolution to remove the chairman or vice-chairman from office which is passed at a meeting of the Governors shall not have effect unless—
a) it is confirmed by a resolution passed at a second meeting of the Governors held not less than fourteen days after the first meeting; and
b) the matter of the chairman’s or vice-chairman’s removal from office is specified as an item of business on the agenda for each of those meetings.
93. Before the Governors resolve at the relevant meeting on whether to confirm the resolution to remove the chairman or vice-chairman from office, the Governor or Governors proposing his removal shall at that meeting state their reasons for doing so and the chairman or vice-chairman shall be given an opportunity to make a statement in response.
POWERS OF GOVERNORS
94. Subject to provisions of the Companies Act 2006, the Articles and to any directions given by special resolution, the business of the Academy Trust shall be managed by the Governors who may exercise all the powers of the Academy Trust. No alteration of the Articles and no such direction shall invalidate any prior act of the Governors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Governors by the Articles and a meeting of Governors at which a quorum is present may exercise all the powers exercisable by the Governors.
95. In addition to all powers hereby expressly conferred upon them and without detracting from the generality of their powers under the Articles the Governors shall have the following powers, namely:
a) to expend the funds of the Academy Trust in such manner as they shall consider most beneficial for the achievement of the Object and to invest in the name of the Academy Trust such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the Object; and
b) to enter into contracts on behalf of the Academy Trust.
96. In the exercise of their powers and functions, the Governors may consider any advice given by the Head and any other executive officer.
97. Any bank account in which any money of the Academy Trust is deposited shall be operated by the Governors in the name of the Academy Trust. All cheques and orders for the payment of money from such an account shall be signed by at least two signatories authorised by the Governors.
CONFLICTS OF INTEREST
98. Any Governor 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 his duties as a Governor shall disclose that fact to the Governors as soon as he becomes aware of it. A Governor must absent himself from any discussions of the Governors in which it is possible that a conflict will arise between his 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).
99. For the purpose of Article 98, a Governor has a Personal Financial Interest in the employment or remuneration of, or the provision of any other benefit to, that Governor as permitted by and as defined by articles 6.5-6.9 .
100. The minutes of the proceedings of a meeting of the Governors shall be drawn up and entered into a book kept for the purpose by the person acting as Secretary for the purposes of the meeting; and shall be signed (subject to the approval of the Governors) at the same or next subsequent meeting by the person acting as chairman thereof. The minutes shall include a record of:
a) all appointments of officers made by the Governors; and
b) all proceedings at meetings of the Academy Trust and of the Governors and of committees of Governors including the names of the Governors present at each such meeting.
101. Subject to these Articles, the Governors may establish any committee. Subject to these Articles, the constitution, membership and proceedings of any committee shall be determined by the Governors. The establishment, terms of reference, constitution and membership of any committee of the Governors shall be reviewed at least once in every twelve months. The membership of any committee of the Governors may include persons who are not Governors, provided that a majority of members of any such committee shall be Governors. The Governors may determine that some or all of the members of a committee who are not Governors shall be entitled to vote in any proceedings of the committee. No vote on any matter shall be taken at a meeting of a committee of the Governors unless the majority of members of the committee present are Governors.
102. The Governors may delegate to any Governor, committee, the Head or any other holder of an executive office, such of their powers or functions as they consider desirable to be exercised by them. Any such delegation may be made subject to any conditions the Governors may impose and may be revoked or altered.
103. Where any power or function of the Governors is exercised by any committee, any Governor, Head or any other holder of an executive office, that person or committee shall report to the Governors in respect of any action taken or decision made with respect to the exercise of that power or function at the meeting of the Governors immediately following the taking of the action or the making of the decision.
104. The Governors shall appoint the Head. The Governors may delegate such powers and functions as they consider are required by the Head for the internal organisation, management and control of the Academy (including the implementation of all policies approved by the Governors and for the direction of the teaching and curriculum at the Academy).
MEETINGS OF THE GOVERNORS
105. Subject to these Articles, the Governors may regulate their proceedings as they think fit.
106. The Governors shall hold at least three meetings in every school year. Meetings of the Governors shall be convened by the Secretary. In exercising his functions under this Article the Secretary shall comply with any direction—
a) given by the Governors; or
b) given by the chairman of the Governors or, in his absence or where there is a vacancy in the office of chairman, the vice-chairman of the Governors, so far as such direction is not inconsistent with any direction given as mentioned in (a).
107. Any three Governors may, by notice in writing given to the Secretary, requisition a meeting of the Governors; and it shall be the duty of the Secretary to convene such a meeting as soon as is reasonably practicable.
108. Each Governor shall be given at least seven clear days before the date of a meeting –
a) notice in writing thereof, signed by the Secretary, and sent to each Governor at the address provided by each Governor from time to time; and
b) a copy of the agenda for the meeting;
provided that where the chairman or, in his absence or where there is a vacancy in the office of chairman, the vice-chairman, so determines on the ground that there are matters demanding urgent consideration, it shall be sufficient if the written notice of a meeting, and the copy of the agenda thereof are given within such shorter period as he directs.
109. The convening of a meeting and the proceedings conducted thereat shall not be invalidated by reason of any individual not having received written notice of the meeting or a copy of the agenda thereof.
110. A resolution to rescind or vary a resolution carried at a previous meeting of the Governors shall not be proposed at a meeting of the Governors unless the consideration of the rescission or variation of the previous resolution is a specific item of business on the agenda for that meeting.
111. A meeting of the Governors shall be terminated forthwith if—
(a) the Governors so resolve; or
(b) the number of Governors present ceases to constitute a quorum for a meeting of the Governors in accordance with Article 114 , subject to Article 116 .
112. Where in accordance with Article 111 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 Secretary 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.
113. Where the Governors resolve in accordance with Article 111 to adjourn a meeting before all the items of business on the agenda have been disposed of, the Governors shall before doing so determine the time and date at which a further meeting is to be held for the purposes of completing the consideration of those items, and they shall direct the Secretary to convene a meeting accordingly.
114. Subject to Article 116 the quorum for a meeting of the Governors, and any vote on any matter thereat, shall be any three Governors, or, where greater, any one third (rounded up to a whole number) of the total number of Governors holding office at the date of the meeting. If the Secretary of State has appointed Additional or Further Governors then a majority of the quorum must be made up of Additional or Further Governors.
115. The Governors may act notwithstanding any vacancies in their number, but, if the numbers of Governors is less than the number fixed as the quorum, the continuing Governors may act only for the purpose of filling vacancies or of calling a general meeting.
116. The quorum for the purposes of—
a. appointing a Parent Governor under Article 57;
b. any vote on the removal of a Governor in accordance with Article 67;
c. any vote on the removal of the chairman of the Governors in accordance with Article 91;
shall be any two-thirds (rounded up to a whole number) of the persons who are at the time Governors entitled to vote on those respective matters.
117. Subject to these Articles, every question to be decided at a meeting of the Governors shall be determined by a majority of the votes of the Governors present and voting on the question. Every Governor shall have one vote.
118. Subject to Article 114-116, where there is an equal division of votes, the chairman of the meeting shall have a casting vote in addition to any other vote he may have.
119. The proceedings of the Governors shall not be invalidated by
a. any vacancy among their number; or
b. any defect in the election, appointment or nomination of any Governor.
120. A resolution in writing, signed by all the Governors entitled to receive notice of a meeting of Governors or of a committee of Governors, shall be valid and effective as if it had been passed at a meeting of Governors or (as the case may be) a committee of Governors duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the Governors.
121. Subject to Article122, the Governors shall ensure that a copy of:
a. the agenda for every meeting of the Governors;
b. the draft minutes of every such meeting, if they have been approved by the person acting as chairman of that meeting;
c. the signed minutes of every such meeting; and
d. any report, document or other paper considered at any such meeting,
are, as soon as is reasonably practicable, made available at the Academy to persons wishing to inspect them.
122. There may be excluded from any item required to be made available in pursuance of Article 121, any material relating to—
a. a named teacher or other person employed, or proposed to be employed, at the Academy;
b. a named pupil at, or candidate for admission to, the Academy; and
c. any matter which, by reason of its nature, the Governors are satisfied should remain confidential.
123. Any Governor shall be able to participate in meetings of the Governors by telephone or video conference provided that:
a. he has given notice of his intention to do so detailing the telephone number on which he can be reached and/or appropriate details of the video conference suite from which he shall be taking part at the time of the meeting at least 48 hours before the meeting; and
b. the Governors have access to the appropriate equipment if after all reasonable efforts it does not prove possible for the person to participate by telephone or video conference the meeting may still proceed with its business provided it is otherwise quorate.
PATRONS AND HONORARY OFFICERS
124. The Governors may from time to time appoint any person whether or not a Member of the Academy Trust to be a patron of the Academy Trust or to hold any honorary office and may determine for what period he is to hold such office.
125. The seal, if any, shall only be used by the authority of the Governors or of a committee of Governors authorised by the Governors. The Governors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Governor and by the Secretary or by a second Governor.
126. Accounts shall be prepared in accordance with the relevant Statement of Recommended Practice as if the Academy Trust was a non-exempt charity and Parts 15 and 16 of the Companies Act 2006 and shall file these with the Secretary of State and the Principal Regulator by 31 December each Academy Financial Year.
127. The Governors shall prepare its Annual Report in accordance with the Statement of Recommended Practice as if the Academy Trust was a non-exempt charity and shall file this with the Secretary of State and the Principal Regulator by 31 December each Academy Financial Year.
128. The Governors shall comply with their obligations under Part 24 of the Companies Act 2006 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return to the Registrar of Companies and in accordance with the Statement of Recommended Practice as if the Academy Trust was a non-exempt charity and to the Secretary of State and the Principal Regulator by 31 December each Academy Financial Year.
129. Any notice to be given to or by any person pursuant to the Articles (other than a notice calling a meeting of the Governors) shall be in writing or shall be given using electronic communications to an address for the time being notified for that purpose to the person giving the notice. In these Articles, “Address” in relation to electronic communications, includes a number or address used for the purposes of such communications.
130. A notice may be given by the Academy Trust to a Member either personally or by sending it by post in a prepaid envelope addressed to the Member at his registered address or by leaving it at that address or by giving it using electronic communications to an address for the time being notified to the Academy Trust by the Member. A Member whose registered address is not within the United Kingdom and who gives to the Academy Trust an address within the United Kingdom at which notices may be given to him, or an address to which notices may be sent using electronic communications, shall be entitled to have notices given to him at that address, but otherwise no such Member shall be entitled to receive any notice from the Academy Trust.
131. A Member present, either in person or by proxy, at any meeting of the Academy Trust shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.
132. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or, in the case of a notice contained in an electronic communication, at the expiration of 48 hours after the time it was sent.
133. Subject to the provisions of the Companies Act 2006 every Governor or other officer or auditor of the Academy Trust shall be indemnified out of the assets of the Academy Trust against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgment is given in favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Academy Trust.
134. The Governors may from time to time make such rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Academy Trust and for purposes of prescribing classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate:
a. the admission and classification of Members of the Academy Trust (including the admission of organisations to membership) and the rights and privileges of such Members, and the conditions of membership and the terms on which Members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members;
b. the conduct of Members of the Academy Trust in relation to one another, and to the Academy Trust’s servants;
c. the setting aside of the whole or any part or parts of the Academy Trust’s premises at any particular time or times or for any particular purpose or purposes;
d. the procedure at general meetings and meetings of the Governors and committees of the Governors in so far as such procedure is not regulated by the Articles; and
e. generally, all such matters as are commonly the subject matter of company rules.
135. The Academy Trust in general meeting shall have power to alter, add or to repeal the rules or bye laws and the Governors shall adopt such means as they think sufficient to bring to the notice of Members of the Academy Trust all such rules or bye laws, which shall be binding on all Members of the Academy Trust. Provided that no rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in the Articles.
AVOIDING INFLUENCED COMPANY STATUS
136. Notwithstanding the number of Members from time to time, the maximum aggregate number of votes exercisable by Local Authority Associated Persons shall never exceed 19.9% of the total number of votes exercisable by Members in general meeting and the votes of the other Members having a right to vote at the meeting will be increased on a pro-rata basis.
137. No person who is a Local Authority Associated Person may be appointed as a Governor if, once the appointment had taken effect, the number of Governors who are Local Authority Associated Persons would represent 20% or more of the total number of Governors. Upon any resolution put to the Governors, the maximum aggregate number of votes exercisable by any Governors who are Local Authority Associated Persons shall represent a maximum of 19.9% of the total number of votes cast by the Governors on such a resolution and the votes of the other Governors having a right to vote at the meeting will be increased on a pro-rata basis.
138. No person who is a Local Authority Associated Person is eligible to be appointed to the office of Governor unless his appointment to such office is authorised by the local authority to which he is associated.
139. If at the time of either his becoming a Member of the Academy Trust or his first appointment to office as a Governor any Member or Governor was not a Local Authority Associated Person but later becomes so during his membership or tenure as a Governor he shall be deemed to have immediately resigned his membership and/or resigned from his office as a Governor as the case may be.
140. If at any time the number of Governors or Members who are also Local Authority Associated Persons would (but for Articles 136 to 139 inclusive) represent 20% or more of the total number of Governors or Members (as the case may be) then a sufficient number of the Governors or Members (as the case may be) who are Local Authority Associated Persons shall be deemed to have resigned as Governors or Members (as the case may be) immediately before the occurrence of such an event to ensure that at all times the number of such Governors or Members (as the case may be) is never equal to or greater than 20% of the total number of Governors or Members (as the case may be). Governors or Members (as the case may be) who are Local Authority Associated Persons shall be deemed to have resigned in order of their appointment date the most recently appointed resigning first.
141. The Members will each notify the Academy Trust and each other if at any time they believe that the Academy Trust or any of its subsidiaries has become subject to the influence of a local authority (as described in section 69 of the Local Government and Housing Act).
Ofsted Report April 2018
Blossomfield Road, Solihull, West Midlands B91 1SN
Inspection dates 24–25 April 2018
Effectiveness of leadership and management
Quality of teaching, learning and assessment
Personal development, behaviour and welfare
Outcomes for pupils
16 to 19 study programmes
Overall effectiveness at previous inspection
Summary of key findings for parents and pupils
This is a good school
n The school is well led and managed. Leaders know the strengths and weaknesses of the school, and they are using this information to make further improvements.
n The new headteacher, supported by leaders and staff, has created a positive and ambitious culture. Leaders have high expectations of themselves, staff and pupils.
n This is an inclusive school where pupils are well prepared for life in modern Britain. Leaders and staff openly promote equality of opportunity and diversity.
n The broad and balanced curriculum helps pupils to make good progress in many subjects. The school literacy policy is not yet embedded within the curriculum.
n Teaching is improving and there is some very high-quality practice in the school, especially in mathematics. However, not all teaching matches the quality of the best.
n Leaders have developed new systems for tracking pupils’ progress and are starting to review and refine them to ensure that they are accurate.
n The sixth form provides well for its students. The requirements of the 16 to 19 study programme are met.
n Governors are skilled and knowledgeable. They have a clear understanding of the key issues the school needs to address to maintain a good standard of education. They hold leaders to account and support them effectively.
n Many groups of pupils, including girls, middle- and high prior-attaining pupils, make strong progress in the school. However, the progress of some pupils with complex and medical needs is slower than other groups.
n Leaders have created robust safeguarding systems and a culture where pupils feel safe and value the support of staff.
n Leaders are taking effective action to improve attendance, which, overall, is now close to the national average. Pupils with past poor attendance are coming to school more often than they did previously.
n Behaviour is usually good in the school, particularly in pupils’ social time. Pupils are proud of their school and display attitudes that demonstrate values of inclusion and fairness.
What does the school need to do to improve further?
n Leaders and managers should take further action to improve pupils’ outcomes by ensuring that:
– all teaching matches the quality of the best that can be found in the school
– the new assessment systems are used accurately to track pupils’ progress
– the literacy policy is embedded in teaching
– leaders secure more positive working relationships with some parents and carers of pupils with complex needs in order to achieve the best educational outcomes for their child
– improvements in attendance are sustained.
Effectiveness of leadership and management
n Leaders have a secure and accurate knowledge and understanding of the strengths and weaknesses of the school. They have taken appropriate actions to tackle areas of relative weakness. As a result, the quality of teaching and assessment has been reviewed and improved.
n With the support of an effective leadership team, the new headteacher has maintained the high aspirations the school has of its pupils at the same time as distributing the leadership structures at the school. Staff and pupils spoke highly of this style of leadership and the improvements it has led to since the last inspection, in particular the consistently good level of teaching.
n Middle leaders are an emerging strength of the school. Like senior leaders, they are ambitious for the pupils, have high aspirations and show no complacency. Middle leaders are open and honest about their strengths and weaknesses. They are becoming increasingly skilled in their roles and are now more able to support colleagues to ensure that pupils make good progress in lessons. They are keen to learn from each other and open to new ideas. There is, however, still some variability in how pupils achieve in different subjects.
n Leaders accurately evaluate strengths and weaknesses of teachers through a newly introduced appraisal and monitoring process. As a result, additional support through informal mentoring and coaching is put into place where needed. Leaders are committed to the professional development of staff to improve teaching. The vast majority of teachers value the opportunities they have to develop their practice through the training available.
n Leaders continue to develop the curriculum to suit the needs of pupils. Following consultation with staff and pupils, the school delivers a two year key stage 3 so that pupils can maintain a wider range of subjects and options at key stage 4.
n The curriculum, supplemented by enrichment activities, supports the pupils’ spiritual, moral, social and cultural development effectively. There are wide ranges of extracurricular activities, educational visits and pupil responsibilities that pupils can take part in.
n There are new systems to track pupils’ progress and attainment. Pupils that are identified as underperforming have appropriate intervention strategies put in place, for example mentoring. However, these systems are not yet fully developed and leaders are reviewing them to ensure that they track pupils’ progress accurately enough.
n The pupil premium and Year 7 catch-up premium are increasingly used effectively to support disadvantaged pupils and those who start at the school with weak literacy and numeracy skills. In addition to removing specific barriers to learning, leaders use the additional funding to ensure that disadvantaged pupils have access to a wide range of educational activities. There is a clear focus on broadening pupils’ horizons and raising their aspirations. School data for current cohorts shows that differences in progress between disadvantaged pupils and other pupils are diminishing.
n Pupils who have special educational needs (SEN) and/or disabilities receive effective support, many through the two additional resource centres at the school (one for autism spectrum disorders and one for speech and language impairment). Leaders use additional funding effectively to ensure that there are bespoke programmes in place so that pupils have as full an access to the curriculum as possible, often commissioning additional support from outside providers to complement the school support. Leaders are aware that there are a small number of parents whose children have complex needs, including medical needs, who they need to work closely with to find the best approach for their schooling in order to speed up their progress.
n Leaders work closely with Solihull local authority, including taking a leading role in the local inclusion and primary school meetings. The local authority provides the school with support through its school improvement partnership. The school makes the most of the opportunities this network offers in terms of staff professional development and sharing of effective practice.
Governance of the school
n The governance of the school is strong.
n Governors know the school well and understand what it needs to do to continue to provide a good education for pupils. Governors receive detailed information about the quality of provision in the school. Consequently, they have a clear understanding of the school’s strengths and areas for development.
n Those responsible for governance have a wide range of skills and experience that they use well to hold leaders to account and support further improvement. For example, governors have established the Alderbrook Community Forum.
n Governors contribute skilfully to all aspects of the strategic direction of the school. They have a thorough understanding of the school’s financial management. For example, they supported leaders in the development of the new sixth-form provision.
n The arrangements for safeguarding are effective.
n This aspect of the school’s work is well led, and staff have a clear understanding of their responsibilities and duties.
n Leaders have established safeguarding procedures and policies that meet statutory requirements. The school’s single central record is compliant, records are stored securely and leaders ensure that all members of staff receive appropriate training.
n The majority of pupils said that they feel safe and well cared for. Pupils are taught to be safe and healthy and are well aware of issues surrounding radicalisation, extremism, mental health and online safety. Pupils said that if they have a concern, they know who to go to and trust that it will be dealt with effectively.
n Leaders have a good knowledge of the context in which they operate. They work proactively with external agencies and families to provide appropriate support for vulnerable pupils, for example providing life coaching and specialist mental health support.
Quality of teaching, learning and assessment
n There is some very high-quality teaching in the school that has led to good outcomes over time. As a result of support and training and the recruitment of some new staff, the overall quality of teaching continues to improve. There is strong teaching in every subject area now, as well as very strong practice in mathematics.
n Where teaching is most effective, it is carefully planned to provide challenge for pupils with different starting points. Staff have high expectations and use questions and their subject knowledge well to deepen pupils’ understanding. They use lesson time productively to develop pupils’ skills and knowledge. However, some teaching is not as consistently strong as it could be.
n Teachers demonstrate secure subject knowledge. In some subjects, such as mathematics, teachers are able to enthuse and engage pupils and expertly develop their numerical skills. Good levels of challenge were evident in a range of subjects, including humanities, English and mathematics. In these instances, teachers had ambitious expectations of pupils’ work. Inspectors saw many lessons that were extremely well planned, and pupils were enjoying their learning.
n All staff follow the school’s marking and assessment policy. Pupils engage regularly in re-learn activities in which they have an opportunity to improve their work. Pupils are able to say specifically what they need to do to improve. This strategy is consistent across all subject areas.
n A positive climate for learning permeates the school. Pupils are keen to improve. Pupils show a pride in their work and books are very well presented. Pupils value the extra time that teachers give to them to support them in their studies.
n Teachers set homework in line with the school’s policy. It is used effectively to embed learning and develop new skills, knowledge and understanding.
n The school gives parents clear information about how their child is progressing and what they need to do to improve. Meetings with parents give them opportunities to discuss their children’s progress with staff in more depth.
n Leaders have introduced a comprehensive literacy policy and are aware that they need to ensure that all teachers use it in a consistent way so that it supports pupils to improve their communication skills.
Personal development, behaviour and welfare
Personal development and welfare
n The school’s work to promote pupils’ personal development and welfare is good.
n Pupils demonstrate values that are at the heart of the school’s ethos, respect for diversity and inclusion. Leaders promote all aspects of pupils’ welfare and effective systems are in place to ensure that pupils are cared for well. Pupils value the strong relationships they have with staff at the school.
Pupils are proud of their school, and the majority are confident and ambitious. They value their education and the standard of teaching that the school provides. They are self-aware and see that education is important for their future success and well-being.
n Pupils spoke very positively about the personal and social education programme at the school. Work that they do in these sessions is valued, especially during ‘Life ready days’. Many activities are designed to raise pupils’ awareness of diversity and to promote tolerance, as well as preparing them for the world of work. Consequently, pupils have a good understanding of modern society beyond their own community and of current social issues.
n Pupils have a clear understanding of how to stay safe, including from extremism and exploitation. Pupils trust leaders to take rapid and appropriate action to deal with any concerns that they have.
n The majority of pupils said that bullying is rare and that, if it does occur, it is dealt with swiftly. However, a small number of pupils and their parents think that there is more that the school can do to ensure that all pupils feel safe at school. Leaders acknowledge that there is more that can be done to engage with these pupils and parents.
n The behaviour of pupils is good.
n The vast majority of pupils conduct themselves well in lessons and around the school. Pupils’ appearance is very smart and they are punctual to lessons. They are respectful of each other and of adults.
n Pupils generally have positive attitudes to learning. Most are attentive and work well together. Teachers deal effectively with the rare occasions when pupils become distracted or distract others.
n Overall attendance is improving and is broadly in line with the national average. The attendance of disadvantaged pupils and of pupils who have SEN and/or disabilities is starting to improve. Pupils who have issues with attendance are now receiving support that is effective. Leaders are aware that this is an area that they still need to focus on and improve.
n The school regularly checks on the attendance and progress of pupils who attend alternative provisions. The school works closely with the alternative providers to try to find the ‘best fit’ of provision for each pupil. The school receives a report of pupils’ progress from alternative providers every term.
Outcomes for pupils
n The overall progress of pupils who left the school at the end of Year 11 in 2017 was broadly in line with the national average. However, they made less progress than pupils did in 2016. Progress in mathematics was significantly above average and has been since the previous inspection.
n Overall attainment in 2017 was broadly in line with the national average; however, pupils achieved, on average, two thirds of a grade better in mathematics than the national average.
n Current school information on pupils’ progress shows that pupils at key stage 4 are achieving well and are making good progress from their respective starting points across the curriculum, especially in mathematics. Pupils at risk of underachieving are identified early and effective intervention strategies are in place to support them.
n Key stage 3 pupils are making good or better progress, as shown by the school’s assessment information. Assessments are quality assured internally and monitored by leaders. Checks of pupils’ work in exercise books during the inspection confirmed that pupils make good progress from their starting points across the curriculum.
n Information on current pupils’ progress shows that the progress of disadvantaged pupils is improving over time. At both key stages 3 and 4, differences between the progress and attainment of disadvantaged pupils and those of their peers are diminishing. This is due to the renewed focus on these pupils and higher expectations of what they can achieve.
n Pupils who have SEN and/or disabilities receive effective support to meet their targets. From their starting points, they make progress which is broadly in line with that of other pupils. Leaders are aware that there are a small number of pupils who have multiple learning needs who are not making as much progress as their peers.
n The careers guidance pupils receive is very effective and allows them to make informed choices regarding their future pathways. Last year, the number of pupils who went on to further education, employment or training was high.
n The small number of pupils who are placed in appropriate off-site, alternative provision are offered a curriculum that meets their needs and prepares them for their next steps in education, training or employment. However, their progress is not as strong as that of their peers in the school.
16 to 19 study programmes
n Leadership and management of the sixth form are strong and leaders have created a new sixth form with an ethos based on high expectations. The numbers of students attending the sixth form is increasing every year.
n The levels of achievement in 2017 was below the national average, but progress of current students is good. Monitoring of students’ progress is secure. Leaders ensure that each student is tracked carefully, and interventions are effective.
n The 16 to 19 study programme meets requirements and students benefit from an impressive variety of enrichment activities, ranging from a medics club to a weekly club for elderly residents. Students take part in a well-planned and structured tutorial programme, including the ‘power hour’ that prepares them well to move on to the next stage of their learning.
n Attendance and retention of sixth-form students from Year 12 to 13 is high and recruitment into the sixth form from Year 11 is increasing.
n Relationships between staff and students are very positive. Students said that the sixth form provides a perfect balance between support and independence. They are taught to be independent learners.
Careers education, information and guidance are strong. In 2017, all students went on to higher education, employment or training. Students value the high-quality and independent advice they receive as well as appropriate work experience.
n Students in the sixth form take on a wide range of leadership roles within the school, such as mentoring younger pupils and supporting weaker readers with their reading.
n Students told inspectors that they feel safe and are fully supported at the school.
n Teaching, learning and assessment are good. The vast majority of lessons are well planned and challenge students. Work in folders is, on the whole, well presented, organised and well written. Students are interested in learning and respond well to their teachers’ feedback. Past inconsistencies in teaching have been addressed and teachers are starting to work with other schools to ensure that their assessments are moderated for accuracy.
Unique reference number
This inspection of the school was carried out under section 5 of the Education Act 2005.
Type of school
Age range of pupils
Gender of pupils
Gender of pupils in 16 to 19 study
Number of pupils on the school roll
Of which, number on roll in 16 to 19 study programmes
Date of previous inspection
11 to 18
Board of trustees
Dr Janette Smith
0121 704 2146
22–23 January 2014
Information about this school
n Alderbrook School converted to academy status in August 2011. Governance is provided by a local governing body.
n The school is larger than the average-sized secondary school.
n Most pupils are White British and the proportion of pupils who speak English as an additional language is average.
n The proportion of disadvantaged pupils is below average.
The proportion of pupils who have SEN and/or disabilities, including those who have an education, health and care plan, is well above the national average.
n A small number of pupils attend off-site alternative provision provided by Solihull local authority, either at the Triple Crown Centre or through ESCOS.
n Alderbrook hosts two additional resource centres for Solihull local authority. These cater for students with speech and language impairment and autism spectrum conditions. Pupils may initially receive full-time support in the resource base, increasing their access to mainstream provision over time as appropriate to the pupils’ needs, achieving at least 50% mainstream inclusion by or before year 9.
n The school meets the government’s current floor standards, which set the minimum expectations for pupils’ attainment and progress.
Information about this inspection
n Inspectors observed teaching in 64 lessons, some of which were jointly observed with senior leaders.
n Inspectors looked at a range of pupils’ work from a range of subjects in key stages 3 and 4, as well as in the sixth form.
n Meetings took place with the headteacher, senior leaders, middle leaders and groups of pupils from across all years. The lead inspector met with members of the governing body and with the deputy director of Solihull local authority.
n Inspectors observed pupils’ behaviour at breaktime, lunchtime, between lessons and after school.
n Inspectors took into account 171 parental responses to the Ofsted online questionnaire, Parent View, met with one parent and received correspondence from three others.
n Inspectors took into account the views of 100 members of staff who responded to the questionnaire.
n Inspectors looked at a variety of documentation (including the school’s own selfevaluation of its provision), and considered information relating to achievement, teaching and learning, behaviour and attendance, safeguarding and governance.
Lois Kelly, lead inspector
In the report, ‘disadvantaged pupils’ refers to those pupils who attract government pupil premium funding:
pupils claiming free school meals at any point in the last six years and pupils in care or who left care through adoption or another formal route. www.gov.uk/pupil-premium-information-for-schools-andalternative-provision-settings.
You can use Parent View to give Ofsted your opinion on your child’s school. Ofsted will use the information parents and carers provide when deciding which schools to inspect and when and as part of the inspection.
You can also use Parent View to find out what other parents and carers think about schools in England. You can visit www.parentview.ofsted.gov.uk, or look for the link on the main Ofsted website: www.gov.uk/government/organisations/ofsted.
The Office for Standards in Education, Children’s Services and Skills (Ofsted) regulates and inspects to achieve excellence in the care of children and young people, and in education and skills for learners of all ages. It regulates and inspects childcare and children’s social care, and inspects the Children and Family Court Advisory and Support Service (Cafcass), schools, colleges, initial teacher training, further education and skills, adult and community learning, and education and training in prisons and other secure establishments. It assesses council children’s services, and inspects services for children looked after, safeguarding and child protection.
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