Members

The Trust will have 5 external Members (i.e. not Trustees).

Members are the guardians of the Trust’s constitution, determining the governance structure of the Trust and providing oversight and challenge of the Trustees to ensure the charitable object of the Trust is being fulfilled.

Members may agree to appoint/remove additional Members. The CEO is not required to be a Member as employees of the Trust cannot be Members. Members can appoint and remove any Trustee subject to the provisions outlined in the Articles of Association. Trustee appointments will be ratified by Members. Any removal by the Board of a Trustee appointed by the Members shall only be undertaken with the consent of the Members.

Members will be able to sign off the Annual Report and Accounts, however this will be delegated to the Chair of the Board of Trustees

Terms of Engagement Between Members and Trustees

Background

The Academies Handbook states that whilst the Trustees remain responsible in law for the trust’s activity, the DfE wants to place greater focus on Members remaining informed and their role in ensuring that the board is exercising effective  governance.  

Members have a similar role to shareholders of a company limited by shares. They:  

• are the subscribers to the Memorandum of Association (where they are founding members); 

• may amend the Articles of Association subject to any restrictions created by the Funding  Agreement or Charity Law;  

• may, by special resolution, appoint new members or remove existing members other than,  where there is one, the foundation/sponsor body and any members it has appointed;  

• have powers to appoint trustees as set out in the Trust’s Articles of Association and powers under the Companies Act 2006 to remove trustees;  

• may, by special resolution, issue direction to the trustees to take a specific action;  

• appoint the Trust’s external auditors and receive (but do not sign) the audited annual report and  accounts (subject to the Companies Act); and  

• have power to change the company’s name and, ultimately, wind it up.  

As responsibility to conduct the Trust’s business sits with the trustees, members should be ‘eyes on  and hands off’ and avoid compromising the Board’s discretion. However, if the governance of the  Trust by the Board of Trustees becomes dysfunctional, the members will have a strong interest in  ensuring the Board has plans to address the issues or otherwise to remove the Board or individual  trustees and re-appoint trustees with the skills necessary for effective governance.  

It is important, therefore, for members to be kept informed about Trust business so they can be  assured that the board is exercising effective governance.  

There should be significant separation between the individuals who are members and those who are  trustees. If members sit on the Board of Trustees this may reduce the objectivity with which the  members can exercise their powers. The Department’s strong preference is for a majority of  members to be independent of the Board of Trustees. At LEO Academy Trust we have ensured complete separation of members and trustees.

Engaging with Trustees

Members will therefore engage with Trustees and be kept apprised of the Trust’s business as  follows:

• The Chair of Trustees, CEO and other members of the Executive Team (as appropriate) will be invited to attend the annual Members’ meeting to provide a briefing.  

• Minutes of each Trustee Meeting will be circulated to all Members.  

• Members will be issued with the Trust’s audited annual report and accounts.  

• If a Member has a concern, following receipt of any documentation or through any other  channels, they will convene a call/meeting with other Members to decide whether the concern  is material enough to require a report from the Board of Trustees. 

• Members will hold termly update meetings with the Chair of Trustees and the CEO. 

• A Member can attend any Trustee meeting, as an observer, to assess its effectiveness in its support and challenge of the Executive Team.