Academy Trust AGMs – virtual or not virtual that is the question

On 30 June 2021, for the first time in a number of years, the Department for Education (DfE) updated the model Articles for all known types of academy (mainstream, special, etc). One of the key changes was surrounding online member, board and committee meetings which, due to the pandemic, had moved to being online.

The previous model Articles (at Article 126) were written way before different technology (such as Zoom, Teams etc) became available and as such were worded on the basis that Trustees and Members electing to join virtually had to by giving notice in advance.

The pandemic forced the release of the Corporate Insolvency and Governance Act 2020 (Coronavirus) Extension of the Relevant Period) Regulations 2020 (SI 2020/1031) which allowed for virtual meetings to take place without any notice in advance being required. However, this expired earlier this year as we started to return to “normal”.

This means that currently, any Trust with Articles dated pre-30 June 2021, looking to hold an AGM virtually will require those attending to give notice that they wish to do so.

Whereas the new model Articles give express provision for member meetings to be held virtually (see Articles 23A and 23B).

Therefore, Academy Trusts, and in particular, the company secretary/clerk need to be aware of such rules and ensure meetings are appropriately convened as we move towards the end of year reporting season.

Those wishing to adopt the new model Articles will need DfE permission first and foremost. Legally, Trusts could just incorporate these specific Articles without changing their Articles in the entirety…but the DfE’s consent is needed to any change to the Articles and the DfE will insist, as a condition of their consent, that the Trust’s Articles are updated in full to the latest model.

Trusts should also look at what else would drive such a change in terms of your governance and how your Trust operates in practice when making changes to their Articles.

If your Trust is looking to expand, then it is highly likely the DfE will be looking for you to adopt the new model Articles. You will also get a bonus point for having done so as part of any Condition Improvement Funding (CIF) bids too.

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