Greater flexibility in Articles of Association for Academies
In January 2013, the Department for Education issued revised Articles of Association for Academies. The new Articles contain several variations to the previous Form of Articles which are of significant interest both to new Academies and to existing Academies.
The first of these significant changes is the removal of Article 10 which previously stated that alterations to the Articles of an Academy could not be made without the written consent of the Secretary of State. The reason for this removal is no doubt that with the increase in numbers of Academies, this Article would create an ever increasing burden on the Secretary of State to review and either approve or reject alterations to Academy Articles.
Whilst this change will probably not pave the way for Academies to re-write their Articles it will assist Academies to make smaller changes with a great deal less inconvenience. So, for example, varying the format of the makeup of the governing body to allow for greater participation of parents on the Board could be an option exercised under the revised Articles of Association.
Variations to the Articles will of course still have to go through traditional company law rules on changes such as the requirement to pass a special resolution of the members and file documentation at Companies House.
The second of the major alterations to the Articles is the withdrawal of Article 19 which previously provided that the Academy Trust would hold an Annual General Meeting (AGM) each year. This was the Annual Meeting of the Members of the Academy Trust who would receive reports and updates in relation to the progress of the Academy as well as raising any concerns that they may have.
Whilst the removal of the Annual General Meeting will not mean that members are unable to voice their concerns or indeed acquire details regarding the progress of the Academy, it does mean that if members and Directors agree that there is no need for a meeting, then an annual meeting will not be required by the Articles, again allowing greater flexibility in the Academy model.
Arguably, the greatest advantage for Academies to this change will come from Academies where their membership is made up of individuals who are also Directors of the Academy, as by virtue of their position as Directors, they will already have the details provided at AGMs and a platform for raising concerns, meaning General Meetings could become almost unnecessary.
For other Academies, e.g. religious Academies, whilst it is likely that representatives of the members (e.g. the Diocese) may still wish for meetings, the removal of the AGM allows members and Directors to hold meetings when convenient and required for both parties, or to develop new reporting methods to replace meetings. Under previous rules, each AGM had to be held within 15 months of the previous meeting which could prove inconvenient for one or more parties.
The overall impact of these changes is that Academies have now been offered greater freedom and less bureaucracy in order to develop practices and constitutions which work effectively for each Academy. As a result, we may see a greater variation in the rules and practices of Academies reflecting the varying positions that each Academy will find itself in.
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Published: Thursday 11th April 2013