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FREEDOM OF INFORMATION REDACTION SHEET The Forest School, Wokingham FUNDING AGREEMENT
Exemptions in full n/a Partial exemptions Personal Information has been redacted from this document under Section 40 of the Freedom of Information (FOI) Act. Section 40 of the FOI Act concerns personal data within the meaning of the Data Protection Act 1998.
Factors for disclosure Factors for Withholding
further to the understanding of and increase participation in the public debate of issues concerning Academies.
to ensure transparency in the
accountability of public funds
To comply with obligations under the Data Protection Act
Reasons why public interest favours withholding information Whilst releasing the majority of The Forest School and Funding Agreement will further the public understanding of Academies. The whole of The Forest School and Funding Agreement cannot be revealed. If the personal information redacted was to be revealed under the FOI Act, Personal Data and Commercial interests would be prejudiced.
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Mainstream
THE.Fii>RE~ SCHOOL
FUNDING AGREEMENT
19 Decernber 2012 v7
SECTION
INTRODUCTION
:SINUL.t At;AUt.MY MUUt.L Mainstream
THE FOREST SCHOOL
FUNDING AGREEMENT
CONTENTS:
LEGAL AGREEMENT
ACADEMY REQUIREMENTS
ACADEMY OPENING DATE
CONDITIONS OF GRANT
General
Governance
Conduct
Oisdosuro and Barring Service Checks
Pup~s
D"!'ignated Teacher for Leaked After Children
Teachers and other stall
Curriculum, curriculum development and delivery
and RE and collective worship
Assessment
Exclusions Agreement
Scho<>l meals
Charging
InternatiOnal Education Surveys
Pupil Premium
DURATION OF SCHOOL DAY AND YEAR
GRANTS TO BE PAID BY THE SECRETARY OF STATE
General
Capital Grant
Arrangement.• for Payment of Capital Gront
General Annual Grant (GAG)
Earrnarl<ed Annual Grant (EAG)
Arrangements for payment of GAG and EAG
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CLAUSE NO
1-6
9
10
11
12
13 - 14
15
16
17
17A
tB - 21
22-28A
29
30
31-32
33
33A
336
33C
34-35
36-39
40
41 - 53
54 - 55
56 - BO
• :i·
Other relevant funding
FINANCIAL AND ACCOUNTING REQUIREMENTS
General
Borrowing Powers
Disposal or Assets
TERMINATION
General
Termination Wam1ng Notic;a
Notice ol Intention to Terminate
Termination with Immediate Effect
Change of Control
Effect ol Termination
GENERAL
lnlonnation
Access by Secretary or Stale's Officer.s
Notices
Complaints
General
ANNEXES TO AGREEMENT
Memorandum. and Articles ol the Academy Trust
Admissions ReQuirements
Arrangements for pupils with SEN and disabilities
19 December 2012 v7
61 - 64
65 - 79A
80 - 81
BZ- 88
89
90 - 93
94 - 96
97 - 99
100 . 102
103- 110
111 - 112
113 - 115
116 - 117
117A-1170
118 - 124
Annex A
Annex B
AnnexC
INTRODUCTION
1)
2)
3)
This Agreement Is made unaer section 1 or the Academies Act2010 between the Socretaoy of Stata for Education (the "Secretary of State") and The Forest School Academy Trust (the "Academy Trusf').
The Academy Trust is a Company Incorporated In England and Walas, lim~ed by guarantee wilh registered Company number 8563159.
The following expreS>lions used In this Agreement have tho respecllvo meanings assigned to them by the numbered clauses of this Agreement referred to Immediately after the reference to the expresskms:
a} .. Academies Financial HandbOok'' - clause 66;
b) 'AcademY'- clause 9;
c) "Accounting Officer" - clause 65;
d) • Annual letter of Funding•- clause 59;
e) 'GAG' -clauses 35 and 41 ;
f) "Capital Expenditure• - clause 36;
g) ' Capital Grant• -clause 36;
h) 'EAG'- clause 35;
I) 'Governing Bod}!' - clause 13
J) "Recurrent EXjlend~ure' - clause 35;
k) :Start-up Period" - clause 49;
I) "Termination Warning Notice' -clause !)0.
4) In this Agreem·ent the following words and expresstons shall have the following meanings;
' Academy• means an Academy school (within the meaning of the Academies Act 2010);
"Academy Rnenclal Year" means the year from 1' ' September to 31' 1 August or such other period as the Secretary of State may from Ume to time specify by notice in writing to the Academy Trust;
"Ar1Jcles· means the Ar1lcles of Association of the Academy Trust for the Ume being In force, a copy of the current version of which Is annexed to this Agreement as part or Annex A:
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"Business Day" means any day other than a Saturday, Sunday, Christmas Day. Good Friday or a day which Is a bank hOliday with the meaning given to that expression In the Banking and Financial Dealings Act 1971;
"Chief lnspecto(' moans Her Majesty's Chief Inspector of EdLUlSIIon. Children's Services and Skllls or his successor;
"Control" In rolallon to a body corporate ('Entlly') means ellher the legal or beneficial ownership of 30 per cent or more of the issued shares in the Entity ordinarily having voting rights or the power ol a person ('A') otherwise to secure:
(a) either by means of the holding of shares In that Entity or having an Interest conlening voting rights at general meellngs of lhe membership of the Entity or of any other body corporate;
{b) by virtue ol any P.owers conlerred by I he articles of association or other document regulating that Enfily or any other Entity or partnership Including, withoutlimHalion, lhe power to appoint or remove a majority of the directors thereof, or
(c) by virtue of any a9reemen1, understanding or arrangem~nt between any person or P.ernons,
that the affairs of the first-mentioned Entity are conducted In accordance wHh the wishes of A and 'Controls' snail be construed accordingly;
·ore- means lha Department for Education and any successor.
"Governors" means the directors of the Academy Trust (and "Govemor" means any one of those directors), as further defined in the ArtiCles,
"Key Stage· has ttie same meani11g as thai given to the expre.ssion In section 82 ot the Education Ad 2002; ·
"LA" means the local Authortty In the area In which the Academy is situated;
"the Land" means the publicly funded land (including for the aV91danca of doubt all buildings, structures landscaping and other erections) situated at and known·as The Forest School, Robin Hood lane, Wlnnersh, Woklngham RG41 SNE of the land that is to be transferred to the Academy and registered under title numbers BK423657 and BK138752;
"Members" means the members of the Academy Trust (and "Member" means any one of those member.s), as further defined in the Articles;
"Memorandum" means the memorandum of association or the Academy Trust. for the lime being In force, .a c:;>py of the current version of which is annexed to this Agreement as part of .1\nnex A;
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5)
6)
7)
6)
- 6-
"parents" means parents or guard-ians;
"persons"' include$ a body or persons, corporate or incorporate~
"Principar means the h~d teacher of the Academy;
"Principal Regulator" mea·ns body or person appointed as the Principal Regulator under the Charities ACl2011 ,
references to 'school" shall Where the context so admfts b.e references to the Academy;
'SEN" means Special Educational Needs; and
"SEN CO' means Spedal Educational Needs Co-ordinator.
The Interpretation Act 1978 sha.ll apply lor the Interpretation of this Agreement as II applios for the Interpretation of an Ad of Parliament.
Expressions defined in this Agreement shall have the same meaning where used In any Annex lo thTs Agreement.
Questions arising on the Interpretation of the arrangements In this Agreement shall be resolved by the Secretary of State after consultation with tho Academy Trust.
Sectfon 1 (3) of the Academies Ad 2010 states that
(3) An Academy agreement Is an agreement between the Secretary of State and the other party under Which;
(a) the other party gives the undertakings In subsection (5), and
(b) the Secretary of State agrees to make payments to the oiher party In consideration of those undertakings,
LEGAL AGREEMENT
9) In consideration of the Academy Trust undertaking to establish and maintain, and to carry on or provide for 11\e carrying on of, an Independent school in England to be known as The Forest School ("the Academy") and meeting such requirements as are referred to in clause t 0, the Secretary of Stale agrees to make payments to the Academy Trust in accordance with the condiUons and requirements ~et outln this Agreement. For the aYO[dance of doubt, any obUgaUons imposed on or pomrs given to the Academy by lllis Agreement are also Imposed on or given to the Academy Trust.
ACADEMY REQUIREMENTS
10) The Academy requirements are those set down In Section 1A of the Academies Ad 2010. ·
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ACADEMY OPENING DATE
11) The Academy $hall open as a school on 1 July 2013 replacing The Forest Scllool which shall cease lobe m3inla1ned by the Local Autllorlly on that date, and sucll date shall be the conversion date within the meaning of lhe Academics Act 201-0.
CONDITIONS OF GRANT
General
12) Other conditions and requ:rements in respect of the Academy are that:
a) the school will be at the hear! of its community; promoting community cohesion and sharing facilities with other sclloots and the wider community;
b) there will be ·assessments of pupils' performance as they apply to maintained scllools and the opportunfty to study for quaftficatlons in accordarn:e wit.h clause 29 (d);
c) the admissions policy and arrangemenls for the school will be in accordance with admissions law, and the Codes (as such tenn is defined In Annex B), ~s they apply to maintained schools;
d) teachers' levels of pay and condftions or service will be the responsibility of the Academy Trust;
e) there will be an emphasis on the needs of the individual pupils including pupils with SEN. both those with and without statements of SEN;
I) there will be no charge in respect of admission to. the school and the school will only charge pupils whe.re the law allows maintained schools to charge; and
g) lhe Academy Trust shall as soon as reasonably practicable estilbllsh an appropriate mechanism for lhe receipt and management of donations and shall use reasonable endeavours to praC1Jre donations through that mechanism for the pwpose of Ute objects spe~fied In the Articles.
Governance
13) The Academy will be g0vemed bY a governing body. {lhe -Governing Bod() In accordance with the Articles and composed of the Governors.
14) The Governing Body shall have regard to (but for lhe avoidance of doubt slla!l not be bound by) any guidance as to the governance of academy trusts thai the Secretary of Slate may publish.
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Conduct
15) The Academy Trust will conduct the Academy In accordance with:
a) the Articles:
b) all provisions by or under statute which confer rights or lmpese obligations on academtes Including, without limitatiOn, the independent schools standards prescribed under section 157 of the Education Acl 2002 to the e)C1ent they apply to tt\1> Academy:
c) the tenns of this Agreement.
Ol$closure and Barring Service Check$
16) The Academy Trust shall comply with the requirements or the Education (Independent School Standards) (England) Regulations 2010 (or such other regulations as may for the time being be applicable) In relation to requiring enhanced crimiMI records checks, obtaining enhanced criminal records certificates and making any runner checks, as required and appropriate for membqrs of staff, s_upply staff, indiVidual Governors and the Chair of the Governing Bo.dy.
16A) The Academy Trustst1all, on receipt of a copy of an enhanced criminal record certificate. on request from the Secretary of State or his agents, as soon as possible thereafter submit information contained In the certificate to Lhe Secretary of Slate in accordance with section 124 of the Police Act 1997.
Pupils
17) The planned capatily of the Academy is 121CI in \tla age range 11-18, including a sixth form of 21() places. The Academy will be an all ability lndusJve sctlool whose requirements for.
a) lhe admission of pupils ta !he Academy are set out ln Annex B to this Agreement:
b) tha admission to the Academy of 2nd support for pupils wijh SEN and with di~abllllies (for pupils who have and who do not have statements of SEN) are set out In Annex C to this Agreement;
c) pupll exclusions are set out In regulations made by Virtue or section 51 A or the Education Act 2002 (as may be amended from lime to llme. and includes any successor provisions).
Deslgn11ted Teacher for Looked After Children
17 A) The Academy Trust will, In respect of the AcadE!my, act in accordance yvith, and be bound by, all relevant statutory and regulatory provisions and have regard to any guidance and codes or practice Issued pursuant to such
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proVJs'IOns. a:; they apply at any tlme to a maintained school, relating to the desfgnation of a person to manag-e the teaching and learning programme for children who are looked after by the LA and ere registered pupils at the school. For the purpose of !his clause. any reference to the governing body of a n:>alnlalned school In such statutory and regulalDry provisions, or In any _guidance and code of practk:e issued pursuant to such provisions, snail be deemed to be references to lha.Govaming Sody.
Teachers and other staff
18)
19)
20)
21)
21A]
Subjoct to dause 19, the AC1Jdemy Trust shall. In accordance wilh any guidance which lhe Secretary of State may ·issue on the qualifications or leaching and other staff In Acadamies, employ anyone it deems is su~ably qualified or 1s olh01wise eligible under a contract of employment or for se!VIces to carry out planning and preparing lessons and courses for pupils, delivering lessons to pupils, assessing the development; progress and al\alnment of pupils, and reporting on the development, progress and attainll]enl of puplls.
Clause 16 does not apply to anyone who:
a) is appointed as the SENCO by the Academy Trust under section 317(3A) of the Education Ac;l 1996, who must meet the requirements set out In Regulation 3 of the Education (Special Educational Needs Ca-on:linators) (England) Regulations 2008 (SI 2008/2945); or
b) Is appointed as a designated teacher for loo~ed after children further to clause 17A.
Tha Acade!Tly TI\Jst shall ensure lhat all teachers employed altha Academy have access to lhe Teachers' Pension Scheme and. In so doing, will comply with the statutory provisions underlying the scheme.
The Academy Trust shall ensure lhat all employees al th.a Aca.demy other than teachers have aceass 10 lhe Local Government Pension Scheme in accordance with the Local Government Pension Scheme (Administrotion) Regulations 2008 [SI 2008/2391 (or such other regulalions as may for the time being be applicable).
Where a teacher employed at lila Academy applies for a teaching post at another academy, 16 10 19 academy, alternative provision academy. maintained sdlool, school maintained by a local authority or inslrtutlon wtlhin the further educatian sector, the Academy TnJst must at the request of the governing body or academy trust of that ether educational instnlrtlon:
a) advise in writing whether or nol. In the preceding lwo years, there has been any formal oonsideration of that teacher's capability to perfoiTTl theor role al the Academy, or tho school the Academy replaced (as referred to In clause 11 above): and
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b) provide wrttlen delo1ls of lhe concerns which gave rise to any such consld.eralion or tnar reachers capabilily, the duration of 111e proceedings and their outcome.
Curriculum, curriculum development and delivery and RE and collective worship
22) The curriculum provided by the Academy lo pupOs up to the age or 16 shalt be broad and balanced.
22A) The Ar.ademy Trust shall publish lnformaUon In relaUon to Irs current curriculum provision. Sucb information shalt include details relating to:
a) 111e content of 111e cumcuium;
b) Its approach to the curriculum!
c') lhe GCSE opllons (and other Key Slage 4 quallflcalions) or other fulure quallficalions, as speclfied by lhe Secrelary of Slate, offered ~Y lhe Academy:
d) the names or any phonics or reading schemes In operation for Key Siege 1: and
e) how parents (including prospective parents) can obtain 'further information In relation to the Academy's currict~lum.
228) Subject to the requiremenis of clauses 22, 22A and 23 10 26A, the curriculum will be the responsibility of the Academy Trust.
23) The Academy TNst shalt ensure l!lal the broad and balanced curriculum Includes English, Mathematics and Science.
23A) Sections 42A (pro'Jisipn of careers guidance) and 45A (gwdance as to discharge of duties) of ure Education Act 1997 shall be deemed 10 apply ro lha Academy with the following modifications:
a) the Academy shall be treamd as falling within the meaning of •a school" under section 42A (2):
b) the Academy Trust shall be deemed to be rhe "responsible authoriUes• for tl]e purposes of subsection 42A(3); and
c) references lo registered pupils shall be treated as references 10 registered pupils at the Academy. ·
24) The Academy Trust shall ma~e provision for lhe teaching of religious education and fora daily ·act of collectiVe worship at the Academy.
25) Not used,
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26) Where lhe Academy has nol been designoled with a religious clu!racter in accordance w~h section 1246 of tho School Standards and FrameW<>rl< Act 1998 or fu~her lo Section 6(8)of the Academies Act 2010:
a) subject to clause 27, tile Academy Trust shall ensure thai provision shall be made for religious education to be giVen to all pupils'allhe Academy In accordance with the requirements for agreed syllabuses In seclion 375(3) altho Education Act 1996and paragraph 2(6) of Schedule 10 1o the School Standards and Framewor1< Act 1998;
b) subject to clause 27, the Academy Trust shall ensure that the Academy complies wilh lhe requirements of section 70(1) of. and Schedule 20 to, the Sc~ool Standards and Framework Act 1998 as If It were a community, loundation or voluntary school which doe• not have a religious character, except .lhattlle provfsions of paragraph 4 of thai Schedule do not apply. Tho Academy may apply to tho Secretary of Stale for consent to be relieved of the requirement Imposed by paragraph 3(2) of that Sch!}dule, the Secretary of Slate's consent lo such an application not to be unreasonably withheld or del3yed;
c) the Academy Trust:
I) ag.rees that before making an application pUrsuant to the Religious Chara<;ter of Schools (Deslgnallon Procedure) (Independent Schools) (England) Regulations 2003 for tho Academy to be designated as a scho.ol wilh rellglous character tl shall seek tile prior written consent of tile Secretary of Stele;
il) hereby acknowledges that the Secretary of State may In his absolu:te dlscmtion rel'use or consent to the Academy Trust making such an applicaiiOJ1.
26A) Where the Academy is listed in !he Register of Independent Schools as having a religious ethos, but has not been designated wilh a reli9ious clu!racter in accorttance wllh section 1246 of the School Standards and Fram.ework Act 1~98 or further to Section 6(8) of the Academies Act 2010, the Academy Trust agrees that paragraph S(b) of Schedule 11 ofthe Equality Act 2010 shall not apply to the Academy.
27) Section 71(1)- (6) and (8) of lh~ .School Standards end Framework Act 1998 shall apply as if lho Academy were a community, foundation or voluntary school, and as If references to ·Religious Education" and to "Religious Worship" In thai section were roferences to tho rer19ious educallon and religious worship provided by the Academy In accordance oM!h clause 26.
28) The Academy Trust shall have reg~rd to any guidance Issued by the Secretary of Slate, further to seclion 403 of tho Education Act 1996, on sex and relationship educa!1on to ensure that chtldren at the Academy are protected from inappropriate teaching ma1erfals and they loam the nature of marriage and fts Importance for family life and for bringing up children. The
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Academy Trust shall also have regard to the requirements set out ln section 4ll5 of the Educallon Acl1996 which shall apply to the Academy as if il were a maintained school.
28A) The Academy Trust agrees to act in a<=rdance with Sections 406 (Political tndoct~nation) and 407 (Duty to secure balanced treatment or pollllcallssues) of the Education Act 1996 as if it were a maintained school, subject to the following modifica!lons:
a) references to any maintained school shall be treated as references Ia the Academy:
b) references to registered pup[ls shall be treated as references to registered pupils at the Academy;
c) references to the governing body or the local authority shall, In eaCh case, be treated as references Ia the Academy Trust; and
d) references to the head teacher shall, In each case. be tr.eated as references to the Principal ol the Academy,
Assessment
29) The Secretary of State will notify the appropriate body for assessment purposes about the Academy.
a) The Academy Trust shall ensure that the Academy complies with any guidance Issued by the Secretary of Slate from time to lime to ensure that pupils take part In assessments and In teacher assessments of pupils' ~rlormance as they apply to maintained schools.
b) The Academy Trust shall report to any body on assessments under clause 29 as the Secretary of State shall raqulre and shall provide such Information as may be required by that body as applies to maintained schools.
c) In respect ol all Key Stages, the Academy Trust will submit the Academy to monitoring and moderation Of its assesSment arrangements as required by the Secretary of State.
d) In relation to rourses of education or training at the Academy which are funded from Its GAG, the Academy Trust may oHer:
I) any course of education or training which leads to a qualification that Is approved by the Secretary of State for the purposes· of section 96 of lt>e Learning and Skills Act 2000, and
II) any course of education or training not falling within paragraph (I) if the Secretary of State gives his s~clfiC written approval lor lt.
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29A) The Academy Trust shall ensure that the following lnforma~on is published on the Academis websfto:
a) trappllcable, Ule ·scllool's most recent Key Stage 2 resuHs as published by the Secretary of Slate under the following column headings In lhe School Performance Tables published on the OrE's website:
I) •')', aChieving Level 4 or above in English and Malhs':
II) "% making expected progress";
iil) in relation I<:> English, ~achieving levelS or above'; and
lv) In relation to Maths. "% acllleving Level 5 or above· .
b) If applicable, the school's most recent Key Stage-4 results as published by the Secretary of Slate under the following column headings In the SChool Performance Tables published on the OrE's 1/ISbsito:
I) '% achieving 5 + A' • C GCSEs (or equivalent) including English and Maths GCSEs";
II} '% achieving the English Baccalaureate' : and
ill) '%of pupils making expected progress'.
c) Information as to Where and by what means parents (Including prospective parents) may access the most recent report about the school published by the Chlel Inspector
d) lnformallon as to where and by what means parents (including prospective parents) may access the SChool Performanr.e Tables published by the Secretary of Slate on the DIE's website.
Exclusions Agreement
39) The Academy Trust st>all, if invited to do so by the LA, enter Info an agreement in respect of the Academy with the LA, which has the elfecl that where:
a) the Academy Trust admits a pupil to tne Academy Who has been permanently excluded from a maintained school, the Academy itself or another Academy With whom the LA has a similar agreement or
b) the Academy Trust permanenlly excJudes a pup~ !rom the Academy
payment will now between the Academy Trust and the LA In the same direction and lor the same amount that It would, were the Academy a maintained school, under Re.gulatlons made under section 47 of the SChool standards and Framewort< Act 1998 relating to the addition or deduction of • maintained school's budget ronowlng a permanent e~clusion or the admission
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of a permanently exduded pupil. At t.he date of this Agreement the applicable Regulation Is Regulallon 23 of the School Flnanoo (England) Regulations 2011 .
School Meals
31) 1'he Academy Trust shall, If requested to do so by or on behalf of ~ny pupils at the Academy, provide school lunches for those pupils unless « would be unreasonable tor it to do so. Subject to the provisions of clause 32. charges may be levied lor lunches, but the Academy Trust shall otherwise lund the cost of such school lunches from «s GAG.
32) tn relation to a pupil who is himself or whose parents are In receipt of benefits mentioned In section 512ZB of the Education Act 1906 (or equivalent provision govemin{l the entitlement to lree school lunches of pupils at maintained schools), the Academy Trust shall ensure that a sch.ool lunch Is provided for such a pupillree of charge to be funded by the Academy Trust.
Charging
33) Sections 402 (obligation to enter pupils for public examinations). 450 · 457 (charges). 459 (provision of lnformallon), 460 (contributions a~d charges unaffected by Chapter Ill), 461 (recowl)' of sums as civil debt) and 462 (interpretation of Chapter Ill) ol the Education Ad 1996 (Including, lor the avoodance or doubt, any secondary legislation made further to those provisions) shall be deemed to apply to the Academy wtlh the following modificafio~s:
a) references to any maintained sc~ool shall be treated as references 10. the AcademY,
b.) references to registered pupils shall be trealed as references to registered pupils at the Academy;
c) refere~ces to ltle governin{l body or the jocal·authority shall, In each case, be treated as references to the Academy Trust; and
d) the Academy 1'rust may charge persons who are not registered pupils at the Academy for educailon provided or for facilities used by them al the Academy.
lniemalional Education Surveys
33A) Section 538A of the Education Act 1996 (power to direct participation In intemational surveys) shall be deemed to apply to the Academy with the following modifications:
a) references to the governing body shall be treated as references 10 the Academy Trust; and
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_,,_ b) references to community, foundation or voluntary school shall be treated
as references to the Aca<lemy.
Pupil Premium
338) The Academy Trust shall publish in each Academy Financial Year information In relatton to:
a) the amount of Pupil Premrum atlocaUon that it will receive during the Academy Rnanclal Ye.ar;
b) on what ij Intends to spond the Pupil Premium allocation;
o) on what It spenl its Pupil Premium in the previoos. Academy Financial Year:
d) the impact in educational attainment. aristng from expenditure of the previous Academy Rnanclal Years Pupil Premium.
DURATION OF SCHOOL DAY AND YEAR
33C) The duration of the school day and year will be the responsibility or the Academy Trust.
GRANTS TO BE PAID BY THE SECRET AIRY OF STATE
General
34) The Secretary of State shall pay grants towards Recurrent Exp.endlture and may pay grants 'towards Capital Expenditure for the Academy. Except with the Sec(tltary of State's prior a.gneement, the Academy Trust shall not budget for Its expendUure in nny Academy Financial Year in excess of expected inwme (subject to clause 79). The Academy Trust shaU not enter lnto commitments which are likely to have substantial implications 'ror future levels of grant, or for tho period forwhich grant may be required. No decision by the Academy Trust shall commit the Secretary of Slate to paying any particular amount of grant.
35) "Reellrrent Expenditure" means any expenditure on the establi~hment, conduct. admlnisuation and maintenance of the Academy which does not fall within the categories of capital expenditure set oul at clause 36. The Secretary of State shall pay two separate and distinct grants In resp.ect of Recurrent Expendffura: General Annual Grant ('GAG") and Earmarked Annual Grant ("EAG").
Capital Grant
36) -capital ExpendHune· means expef!dlture on:
a) lne acquisition of land and buildings;
b) the erection. enlargement, Improvement or demolhion of any building
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Including filed plant. lnsta!lahon, wall, fence or other stru~ure, or any pla-yground or hard stancfing;
c) the lnstallatiGn of electrical, mechanical or olller services other than necesSary mpJacemonts~ rcpa.i~s and maintenance due to normal wear and tear.
d) the purchasa of vehicles and other seij-propelled mechanical equipment;
e) lhe Installation and equipping of premises with rumlshlngs and equipment, other than nt)cessary replacements, repairs and maintenance due to nonnalwearand tear.
I) lhe Installation and equipping of premises with computers, networking for computers, operating softv,care and infoJTTlation and communication technology equipment, other !han necessaJY updates or necessary replacements, repairs and maintenance due to norm<~! wear and tear,
g) the provision and e_quipping of premises, Including playing fields and other laciiiUes lor social acUI/Itles .and physical recreation other than necessary rept<rcements, repairs and maintenance due to norm<~ I wear and tear:
h) 'NOrkS of a permanent character other than the purchase or replacement or minor day-to-day Uems;
I) any major repairs or replacements Which are specified as constituting capital expenditure in any grant Jetter relating to them;
j) such other items (Whether of 8 like or dissimUar nature to any of lhe foregoing) of 8 substanUal or enduring nature as the Secretary or State may agree shall constitute capital eJCj)endilure tor the purposes of lt\is Agreement;
k) all professional fees properly and reasonably incurred In connection with the provision of any of the above;
I) VAT and other taxes payable on any or the above.
•capital Granr means gra11t paid to the Academy Trust In respe~ of Capital Expenditure.
37) Where lha Academy Is to open in new premises, or Where ~!sUng premises are to bo substimlially refurbished or remodalled to enable the Academy to open in such premises. the Secretary of State, may, in his absolute discretion be responsible for meeting the InCUrred Capital Expenditure lor the Academy. T a ll1at end, the SecretarY of State will consider providing funding In accordance with any arrangements as he considers appropriate.
38) Any Capital Expenditure Incurred in respect of the Academy on which Capital Grant payments are sought from the Secretary of State will require the
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specific pnor written agreement of the Secretary of Stato, which agreement shall not be unreasonably withheld or delayed
39) Any payment of Capital Grant (o the Academy Trust under this Agreement Is Subject to the fulfilment Of the following COnditiOnS:
aj such grants are used solely to defray expenditure approved by !lie Secretary of State;
b) the Academy Trust Certifying and providing evidence that all ptannlng and other consents necessary for the development and all related infrastructure to be completed haV!l been obtained or putln place;
c) any o ther cond~ions that the Secretary of State may specify.
Arrangements for Payment of Capital Grant
40) Capital Grant will be paid by the Secretary of State to the Aca.demy Trust on the basis ef claims for grant submitted to the Secretary of State In !he nolllled format with supporting invoices and certificates as required by the Secretary of State. If a dispute arl;;es as to whether a clalm is or is not acceptable both pal'\ies undertake to attempt to resolve ·it In good faith. In lhe event of such a disput~. lha Secretary of State shall pay to lhe Academy Trust so much ol ihe claim as shall not be In dispute.
General Annual Grant
41) GAG will be paid by the Secretary of State to the Academy Trust In order to CO\f1lr the normal running costs of the Academy. These will Include, but are not limited to:
a) teachers' salaries and related costs (including full and part lima teaching stall and seconded teachers);
b) non-teaching staff salaries and related costs {mcluding pension oontributions, educational support staff, administrative and clerical staff and manual and premises related s!llrt);
c) employees' expenses;
d) the purchase, maintenance, repair and replacement
I) of teaching and learning matenals and other educational equipment. Including books, stationery and tCT equipment and software, sports equipment and laboratory equipment and materials;
fl) or other supplies and services;
e) exam1oatlon lees;
I) repairs, senllcing and maintenance of buildings (including redecoration,
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heating, plumbing, lighting etc); mainlenance of grounds (including boundary fences and walls); cleaning materials and conlract cleaning; water and sewage; f~el anil light (Including fuel oil, solid and other fuel, electricity arid gas): rents; rates; purchas-e. maintenance, repairs and replacement or furniture and fittings:
g) insurance:
h) medical equipment arid supplies:
I) staff development (including In-service training);
J) curricUlum development;
k) the costs . of providing school meals for pupils (includlng the cost of providing free school meals to pupils wljo are eligible to receive them), and discretionary grants to pupils to meet the cost of pupil support, Including support lor pupils with SEN or disabllilies (taklng ac.count or the lal'l that separate additional money will be available lor pupils with statements or SEN);
I) adminjslraUon: and
m) establishment expenses and other lnsUtutional costs.
42) Subject to clauses to 50·51, GAG lor each Academy Ananclal Year lor the Academy will Include:
a) lun~ing equivalent to that which would be received by a maintained school with similar characterlstfcs, determined by tho S.ecretary or State and notified In the Annual Lerterol Funding or Its equivalent taking account of the number of pupils at the A<:<~demy;
b) !unding 1n respect of functions which would be carried out by lhe LA if the Academy were a maintained school.
43) The GAG for each Academy Financial Year lor the Academy will also Include. payable on a basis equ1valen1to that applied to maintained schools;
a) funding for matters lor which Ills necessary lor the Academy to incur extra costs, lor as tong as those costs are deemed necessary by the Secretary ol Stale; and
b.) payments in respect or further, specilic grants made available to maintained schools, where !he Academy meets tho requisite conditions and cnterla necessary for a maintained school to receive these grants, such payments to be at the discretiOn ot the Secretary of State.
44) Subjed to clause MI. the basis of the pupil number count for the pufl'cses of determining GAG lor the Academy Rnancial Year in which tho Academy
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- 1 >!-
opens shall be lhe same basis as that used by the Local Authority lor determining the bUdget share or the predecessor maintained sclloot as adjusted by numbers counted In any subsequent Schools Census, as determined by the Sectetary of State.
45) Subject to clause 46. the basis of the pupil number count for lhe purpose of determlmng GAG for the Academy for Academy Financial Years after the Academy Financial Year In which I he Academy opens will be:
a) lor the pupil numb.er count [or pupils In Year 11 and below. )he Schools Census which Is used to lund maintained schools lor the Onancial year overlapping with the Academy Financial Year In question: and
b) for the pupil number count lor pupils in Yoar 12 and above. the formula whlch for the time being is in use lor maintained schools lor the calculation of pupil numbers for pupils In Year 12 and above lor the purpose of calculating their level or funding.
46) Whore alther of the following conditions applies In respect or an Academy Financial Year, the basis of the pupil count shall be determined by tho Secretary of State. lakl"g account of any diseconomies of scale that lhe Academy will be under as a result of such conditlon(s) applytng, The conditions are:
a) not all planned YeariJroups will be present at the Academy (that Is. not all the pupil cohorts relevant to tho age-range of lila Academy will have some pupils present); or
b) lhe total number of puplls as measured In the SGhools Census which is · used to fund maintained schools for the financial year ove~apping with the
Academy Financial Yea.r in question is less than 90% of the planned final siz.e of the Academy, wflich Is 1210, and has notal any previous lime bee(l 90% or more of that number.
47) For any Academy Financial Year In which GAG for lhe Academy lias been calculated In accordance wHh clause 44, no adjustment shall be made to the following Academy Financial Year's formula funding element of GAG to recognise variation from tho pupil count basis used.
48) For any Academy Financial Year in wllich GAG for the Academy Is calculated in accordance with clause 45, no adjustment will be made to the formula funding element In 111e following Academy Financial Year's formula funding element of GAG unless the Academy Trust demonstrates to the·satisfaction of the Secretary of State !hal there has been a significant impact on balances. For any other element of GAG !lie Secretary of Statu may make adjustments to recognise a variation In pupil numbers from that used Ia calculate the element of grant in question: the basis of lhese will be set out ln the annual Jetter of funding.
49) The Secretary or State recognises that
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e) Where tho Academy opens w~h an intake representing only a proportkm of !he final planned s.lze of the Academy, payments based simply on tho number of pupils present are unlikely to be sufficient to meet the Academy's needs In !he Academy Financial Years before all age groups are p~esent at their planned size (!he 'Stan-<~P Perlod1 because of a lack of economies of scale. Tho Secretary of S.tate may pay an appropriately larger GAG In !he Start-up Period than would be jusflned solely on tho basts of the methods set out in clal.!sos 42·48, in order Ia enable the Academy to operate effectively;
b) Where U'le Academy opens with pupils transfem1d from one or more maintained sc~>aols whlah have closed, additional GAG resources may be required to take account of transitional costs Including any costs associated with supporting the Integration of pupils from the closed schools and, where necessary, to offer a dual curriculum. If the S.ecretary of State has Indicated that such addllional GAG will be payable, the Academy Trust will make a bid for this addition to GAG based upon need and providing appropriate supporting evidence.
50) During the Start.up Period or during lhe period when year groups are present who have transferred from a predecessor school or school~. the Secretary of State will pay a furltier eiernent of GAG addijional to that calculated In accordance w~h the methods set out In clauses 42-48 to allow !he Academy to:
a) purchase a basic $lOck of teaching and learning materiels (including library books, text books, software, staUanery, science equipment and equipment for physical education) and other consumable materials:
b) meet the costs associated with the recruitment and Induction of additional teaching ancl other staff.
After lhe Start-up Poriod these costs will be met fhrough the ordinary GAG.
51) Tho Secretary of State recognises that if he serves notice of Intention to tenninate this Agreement, the Intake of new pupils during the notice period Is likely to decline and that In such clrcumsfances payments based simply on the number of pupils attending the Academy are unlikely to be sufficient to meet lhe Academy's needs during the notice period. The Secretary of State may undertake Ia pay a ret~sonable and appropriately larlier GAG with respect to the Academy In !he notice period than would be JustiRed solely on the basis or the methods set out in clauses 42·48, In order to enable the Academy to opernte effecllvefy.
52) The Secretary of State also recognises that II this Agreement is tenninale<l for any reason by eiUler party the number of pupils at the Academy is fikoly to decline. In these circumstances both parties undenake to attempt to resolve Issues arising from such termination in good faith and with the aim of protecting the Interests and the education of the pupils at lhe Academy.
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53) GAG paid by the Secretary of State shall onty be spent by the Academy Trust towards the normal running costs or the Academy.
Earmarked Annual Grant
54) Earmarked Annual Grant ("EAG") may be paid by the Secretary of State to the Academy Trust In respect of elihar Recurrent Expendijuro or Capital Expend~ure for sucn specific purposes as may from time to time tie •>~reed betwoon the Secretary of State and the Academy Trusi and as described In the relevant funding letter. The Academy Trust shall only spend EAG In accordance wllh the scope, tnrms and ·condaions of the grant set out In the relevant funding letter.
55) Where the Academy Trust is seeking a specific EAG in relation to any Academy Financial Year. H shall submH a letter outlining its proposals and the reasons for its request to the OrE.
Arrangements for Payment of GAG and EAG
56) n,e Secretary of Stale shall notify the Academy Trust at a dale preceding tho start of e<~ch Academy Flnandal Year of the GAG and EAG f19ures in respect or the Academy which. sUbject to Parliamentary approval, the Sea:etary of Stale plans for that Academy Financial Year and of the assumplions and figures on which these are based.
57) If GAG or EAG is calculated lncorrilctly due to a mistake of the Secretary of State then:
a) If this leads to"n underpayment.of GAG, the Secretary of State will correct the underpayment in subsequent Academy Flnanciat Years;
b) If thls leads to an overpayment of GAG, the Secretary of State reserves the right to recover any overpaid grant in subsequent Academy Financial Years. as appropriate. t\av1ng con~idered ail the relevant cl~mstances and taking Into aa:ounl any representations !rom the Academy Trust.
58) II GAG or EAG Is calculated Incorrectly because the Academy Trust prcivides incorrect ln!ormation to the Secretary of State then.
a) if this leads to an underpayment of GAG, lhe Secretary of State may correct the underpayment ln subsequent Academy Financl.al Ye<~rs;
ti) If lhfs leads to an overpayment of GAG, the Secretary of Stale reserves the right to rceover any overpaid grant In subsequent Academy Financial Years, as appropriate. having considered alllha relevant circumstances and taking into account any representations from Ute Academy Trust.
59) The amounts of GAG for ·an Academy Financial Ye<~r will be determined annually by the Secretary of State. The amount ·of GAG for the Academy for lho initial Academy Financial Year will be notified to. lhe Academy Trust in a
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funding letter at a date pr.scedfng that year. For subsequent years the amount of GAG will be notified to the Academy Trust in a funding letter preceding that Academy Financial Year (the "Annual Le«er of Funding"). The Annual Letter of Funding will not include the amount that the Academy Trust will receive in respect of grants for which lnformaUon to enable tim&ly calculation Is not available or is inoomple1e, such gran1s \'Viii be notified as soon aS prndicable later in the year. Amounts of EAG will be notified to the Academy Trust wherever possible In the Annual Letter of Fundln.g or fts equlwlent or as soan as practicable thereafter.
60) The Secretary of State undertak~s to pay GAG in monthly instalments on or before the twenty-fifth day of each month. each such Instalment to fund the salaries and other payroll cos.!s for the relevant month or all monthly paid employees and ~~~ other costs payable during the next· following !Tl(lnth. The detailed arrangements for payment will be set out In the Annual Lette.r of Funding or Its equivalent.
Other relevant funding
61) Notused.
62) The Secretary of State may meet costs Incurred by the Academy Trust In connection with lhe tran-sfer of emptoye~s from any predecessor school under the Transfer of Undertakings (Prolectlon of Employment) Regulations :woo. Payment of grant in respect of such costs Is to be agreed between the parties on a casl' by case basis and tile Academy Trusl shall not budget on the basis that it will receive any grant in respect of such costs unless tt Is specifically notified that such grant will be paid.
63) The llcademy Trust may also receiVe funding from the LA lfl respect of· the provision detailed In statements of SEN for pupils atteAdlng \he Academy In accordance with tho provisions of Section 483A of the Education Act 1996 and regulations made under \hat s~ction. The Academy Trust shall ensure that all provision detailed In statements of SEN Is provided for such pupils.
64) Not used.
Financial and Aeeoun!lng Requirements
General
65) Tho Academy Trust shall appoint an Accounting Officer and shall notify the Secretary of State of that<~ppointment.
66) In relation to the usa of grant paid to the Academy Trust by the Secretary or State, the Academy Trust shall abi.do by tho requirements of. and have regard to the guidance In, the Academies Financial Handbook published by the DfE and amended from time to time wllich sets out in detail provisions for the financial managomem of the Academy including guidance on financial systems and controls and accounting and rep~;nting requjrements, in so far as
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lllesa are not Inconsistent with any accounting end reporting reqwrements and guidance that it may be subject lo by virtue Qf!fs being a chanty.
66A) The Academy Trust shall abide by the requirements of the cunent 16 to 19 Funding Guidance published by tho Secrotlry of State and as amended from lime to time. or such other guidance on 16 to 19 funding Issued by lhe Secretary of State as may from time to time be applicable, in resp~ of any of tts provision for persons who are above compulsory ·SChool age until "lhe academic year in which they reach the age of 19.
67) The formal budget plan must be approved each Academy Financial Yoar by the Governing Body.
68) Any payment of grant by the Secrntary of Slate in respect of tho 1\cademy is subject to his being satisfied as to the fulfilment by the Academy Trust of the following conditions:
a) in its conduct and operotion ft shall apply financial and other controls which conform to the requirements bolh of propriety and of good financ)al management
b) arrangements have been made to maint9in proper aa:oun11ng records and that statements of Income and expenditure and balance she~ts may be produced In such fonn and frequency as the Secretary of State may from time lo time reasonably direct;
c) in addition to the obligation to lulfilllle statutory requirements refened to In sub-clause f) below, the Academy Trust shell prepare U.s financial statements, Directors' report, Annual Accounts and Us Annual Retum lor each Academy Financial Year In accordance with the Statement of Recommended Practice as issued by the Charity Commission and Updated from time to time as If the Academy Trust was a rior>-exempt Charlty and In such form or manner and by such a date ·as the Secretary or Stale may reasonably dired and shall file thesewilh the Secretary Of State and llle Prtncipal Regulator each Academy Financlal Year:
d) A statement of the ~ acoounting policies used should be sent lo jhe Secretary of State with the financial statements and should cany an audit ref)ort stating tha~ In the opinion of the auditors, the statements shovy a true and fair view of the Academy Trusrs affairs and that the grants were useq for the purpos&s intended;
e) the Aca()emy Trust shall ensure lila! its accounts are audited annually by independent aud~ors appointed under arrangements approved t>y the Secretary of State;
I) the Academy Trust prepares and files with Companies Houses such annual accounts as are required by the Companies Act 2006:
g) llle Academy Trust shall publish on Its websfte hs Annual Accounts,
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Annual Report, Memorandum. Anfcles, Funding Agreement and a list of lh~ names cflhe Governors;
h) the Acaderny Trust insures or prnCtJre:s Insurance by another person of its aS1>ets In aecol'dance wllh normal commen::fal practice or under the terms of any subsisting leases In respect of the leasehold interest or the site upon which the Academy is situated.
69) In addition, and at his &xpenoo, the Secretary of State may Instruct auditors to report to him on the adequacy and effectiveness ot the accounting systems and internal controls maintained by the Academy Trust to standards deteiTTiined by the Secretary of Slate and to make recommendations for Improving lhe financial management of the Academy Trusl
70) The books or accounts and all relevant records, mes and reports or the Academy Trust including those relating to financial controls. shall be open at all reasonable times to officials of the DIE and the National Audit Office and to contractors retained by the DfE or the National Audit Office for Inspection or the carrying out of value for money studies: and the Academy Trust ·shall secure that thp~e officials and contra~ors are given reasonable as~istanc::e · With their enquhies. For the purposes ofihls clause 'relevanr means In any way relevant to the provisi(ln and use of 9rants provided by the Secretary of State under lhis Agreement.
71) The Academy Trust shan submit Information relabng to lhe Academy"s finances to the Secretary of State in accordance will) the requirements of the Academies Financial Handbook as amended from time to tlme, or as otherwise specified from time to time by the Secretary of State.
12) At the beginning or any Academy Financial Year lhe Academy Trust may hold unspent GAG from previous Academy Financial Years amounting to such percentage (if any) as for the time being specified in the Academies Financial Handbook or otherwise as the Secretary of $.tate may specify by notice in writing to the Academy Trust before the beginning of ttiat Academy Flnancial Year of the total GAG payable for th'e Academy in lhe Academy Financial Year just enqed or such higher amount as may frqm time to time be agreed. The Academy Trust shall use such carried forward amount (or such purpooo, or sUbject to such restriction on Its use, as· for the time being specified in the Academies Financial Handbook or olherwise as the Seaetary of State may specifY by notice In writing to the Academy Trusl
73) Notwithstanding clause 72, any additional grant provided over and above that set out In clauses 42-48. and made In accordance with eta uses 49-51 may be carried forward without timltatlon or deduGtlon until the Start-up PeJiod or the circumstances set out In clause 51 come to an end.
74) Any unspent GAG not allowed to be carried forward under clauses 72-73 may be taken into account in the payment or subsequent granl
74A) GAG paid by the Secretary or State shall only be used by the Academy Trust
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for the educaUonat chari1llbla purpose of advandng for the public bar\efil education In the United Kingdom, In particular but Without prejudice to the generality of the foregoing by establlshln~. maintaining, carryi0g on, managing and developing a scliool o.ffering a broad and balanced cuniaJium. Such funds shall not be used by the AGademy Trust for any other charltable PI.Jf"P.OSe without the prior written consent of lhe Secratmy of Stato, except where the use of such funds for that charitable purpose is merely Incidental to their use for the eduea~onal charitable purposo of advancing for the public benefit education In the United Kingdom..
75) The Academy Trust may also spend or accumulate funds from private sources or public sources other than grants from the Secretary of Stat;n forapplication to the benent of the Academy as It sees fil Any surplus arlslng from private sources or public sources other than grants from the Secretary of State shall be separately Identified in the Academy Trust's balanca sheet
76) The Academy Trust shall not, In relallon to assets or propetty funded (whether In whole or in part) by lha Secretary of state or otherwise coming Within the meaning of publldy funded land as defined by paragraph 22(3) of Schedule 1 to the Academies Act 2010, without the prior written consent of the Secretary of State which shall not be unreasonably withheld or delayed:
a) except such as are given in fl9rmat contractual mlabons, give any guarantees, lndemnllles or letters of comfor1 above a value as lor the time being specified in the Academies Financial Handbobk or otherwise as the Secretary of Stale may specify by notice In writing to the Academy Trust from lime to time;
b) write off any debts or liabilities owed to it, nor offer to make any ex gratia payments (such as staff severance or compensation payments). above a value=for ttw lime being specified In the Academies Financial Handbook or otherwise as the Secretary of Stale may specify by notice In writing to the Academy Trust from time to time;
c) except as may be permitted In the Academies Financial Handbook or otherwise as the Secretary of State may specify by notice In writing to the Academy Trust. mako any sale or purchase or or otherwise dispose of freehold or leasehold property·including entering info a contract1o dispose of land or granting an option to acquire an interest in land; or
d) take up any leasehold or tenancy agreement for o term exceeding three years.
77) 111e Acatlemy Trust shall provide 30 days· prior written notice to the Secretary of State, whether or rot the circumstances require the Secretary of Slate's approva1. of its intention tp:
a) give any guarantees. ln.demnaies or letters of comfort:
b) write off any debts owed to It or offer to make·any ex gratia payments;
19 December 2012 v7
c) make any sale or purchase of or otherwise dispose of freehold or leasehold prop<~rty Including entenng Into a contract to dispose or land or granting an option to acquire an Interest in land; or
d) lake up any leasehokl or tenancy 'ilgreemont for a term exceeding three years.
78) Each discovered loss of an amount exceeding the amount for the time belng specified by the Secretary of State end arising from suspected theft or fraud. shall be reponed by the Academy Trust to the Secretary of State at the earliest opponunily.
711) It is tho responslbi!Jty of the. Academy Trust to ensure that the Academy balances Its budget from Academy Financial Year to Academy Financial Year. For the avoidance of doubt. this does nat prevent lhe Academy Trust from:
a) subje<:t to clause 72. carrying a surplus from one Academy Financial Year to the next; or
b) carrying forward from a previou~ Academy Financial Year or Academy Financial Years a sUflicient surplus or sufficient cumulath-e surpluses on gran'.s from the Secretary of State to meet an in-year deficij on sudl Qfllnls In a sUbsequent financial year, or
c) incumng an In-year deflcll on funds from sources other than grants from the Secretary of Stale in any Academy Financial Year. provided il does not affect the Academy Trusrs rnsponsibilijy to ensure lhat tho Academy balan.ces it.s overall budget from Aca~emy F"mancial Year to Academy Financial Year.
79A) The Academy Trust shall abide by the reQuirements or and have regard to the Charity Commission"s guiQance to charities and chan1y lrustees and In par1Jeular the Charily Commission's guidance in Protecting Charities from Harm compliance toolkit Any references in this document which require chanty lrustees to report to U\e Charity Commission shouid Instead be Interpreted as references to report to the Principal Regulator.
Borrowing Powers
80) Except as may be permitted in the Academies Financial Handbook (as amended from lime to llme) or othenvlse as the Secretary of Slate may speolly by notlee In wrltfng lo the Academy Trust, the Academy Trust shall not borrow against or so as lo put at rlsk property or assets funded (whether In whole or in part) by the Secretary of State without specific approval of L'le Secretary of State. such approval may onlY be granted In limited circumstances. The Academy Trust shall not operate an overdraft except to cover irregutanties In cash now. Such an overdraft. and the maximum amount to be borrowed, shall require approval by the Academy Trust In General Mooting and In writing by the SeOfe!ary or Slate. and shall be subject to any cbnd~ions which tl1e Secretary of Stale may reasonably Impose.
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• ;u.
61) The Academy Trust shall provide 30 days' written notice to the Secll3tary or State of its lntenUon to borrow. whether or not such borrowing requires the Secretary of State's approval under clause 80 above.
Dispos al of Assets
82) Whell3 the Academy Trust acquires ;~ssets for a nil conslder<~tion or at an under value it shall be treated for the purpose of this Agreement as having lncu.rred expenditure equai to Ule market value of those assets at tile time that they were acquired. This provision shall not apply to assets transferred to the Acad.emy Trust al nil or nominal consideration and whldl were prevlously used for the purposes of a sctlool and/or were transferred from a local au\hortty, \he value of Wllich assets shall be disregarded.
83) The sale or dispcsal by other means. or reinvestment of proceeds from the disposal . of a capital asset by the Academy Trust shall require the consent. of the Secretary of State, such consent not to be unreasonably w~hheld or delayed. where:
a) lhe Secretary of State paid capital grant In excess of the value lor tho lime being specified by the Secretary of State for the asset; or
b) the asset was transferred to the Academy Trust from a local authority for no or nominal consideration.
64) Furthermore. reinvestment of a percentage of the proceeds of disposal of a capital asset paid for with a capital grant from the Secretary of State shall require the Se<:retary or State's consent In the clroumstances set out above and reinvestment e~ceedlng the value for the time being specified by the Secretary of State or with other ·special features will be subject 1o Parliamentary approval. The percentage of the proceeds for which consent is needed Is the percentage of the lnitlal .prlce of the asset which was paid by capital grant from lhe Secretary of State.
BS) This clause applies In the e•ent. during the lifetime or this Agreement, of the disposal of a capital asset for which capital grant of any amount wi1s paid by the- Secretary of State, where· the asset was acquired by the Academy Trusl In this event. the Academy Trust shall repay to the Secretary or -Stale the same proportion of the proceeds ol the disposal as equates with the proportion or the original cost met by the Secretary of State. unless· the Secretary or Stale agre.es to some or all or the proceeds being retained by the Academy Trust for fts charitable purposes.
86) This clause applies in the event, di.Uing the lifetime of this Agreement. that the Secretary of State cortsents to the di.spo5o11l of an asset which was )ransfarred to the Academy Trust from a local authority for no or nominal consideration. In this event !he Secretary of State may grva consent on the basis thai all or part or the proceeds or the disposal should be made over to the local authority from Wlllch the asset w.as transferred, laking into account the amount of the proceeds to be reinvested by the Academy Trust. The Secretary of State Will
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have regard to any representations from the Academy Trust and the local authorlty from whlc11 the asset was transferred bofore giving consent under this clause.
87) Ex~pl wfth the consent of tho Secretary of Slate. the Academy Trust shall not dispose of assets funded (whether in whole or In part) by the Secretary of State lor a consideration less than the best pric<l that can reasonably b" obtained, such consent not to be unreasonably withheld or delayed.
88) The Academy Trust shall provide 30 days· written notice to the Secretary of State of lis Intention to dispose of ~ssets for a consideration less,lhan the best price that can reasonably be obtained, whether or not such disposal requires the Secretary of State's consent under clause 87 above.
TERMINA liON
89) EJther party may give not less than seven Academy Financial Years' written notice to terminate this Agreement, such notice to expire on 31 August 2020 or any subsequent anniversary of that date~
Tennlnatlon Warning Notice
00) The Secretary of Slate shall be entitled to issue to the Academy Trust a writlen notice of his intention to terminate this Agr.eem.ent (.,.-enninatlon Warning Notice") where he considers that:
a} the Academy is no longer meeting the requirement~ referred to in clause 10 of !his Agreement (subjoc1 to clause 97);
b) the conditions and requirements set out in clauses 12-339 of tl1is A~rreement are no longer being mel:
c) the standards of performance of pupils ot the Academy are unacceptably tow:
d) !here has been a serious breakdown In the way the Academy Is managed or governed;
e) the safety of pupils or staff Is threatened (whether by breakdown of dl$!:1pline or otherwise): or
I) lhe Atademy Trust Is otherwise In material breach of the provjslons of this Agreement.
91) A Termination Waming Notice Issued by the Secretary of State In accordance With clause 90 shall specify:
a) the reasons ror lhe Secretary of State·s issue of the Termina tion Warning Notice:
b) the remedial measures whichlhe Seaetary of State requires the Academy
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Trust to carry out. with associated aeadllnes. in order to rectify the defaults Identified ("Specified Remedial Measures· ); and
c) the date by whtch the Academy Trust must respond to the Termin~tion Warning Notice providlng Hs representations wHh regard thereto or confirm that it acrepts ~nd agrees to undertake the Specified Remedial Measures.
02) The Secretary or State shall consider any response and representations lrom the Academy Trust which are received by lhe date specified in accordance wHh clause 91(c) and shall confirm whether he conside~:S that:
a) in the light of the Academy Trust's represenuuiOns in response to the Termination Warning Notice. some or all of the Speclfled Remedial Measures are not required to be Implemented (and II so which) ahd/or the Specified Remedial Measures are being or will be implemented within the specified limefreme; or
b) subjoot to any further measures he reasonably requires ('Further Remedial Measures") being implemented by a specified date or any evldenc.e he reQuires being provided, the implementallon of such measures has been or will·ba successfully completed within the specified timefrilmes: or
c) he is not satisfied !hat the Academy Trust will rectify the defautts Identified In the Termination Warning Notice within the specified timeframes. (In such circumatan<:l!s. the Secretary of State. may notlly the Academy Trust of his intention to terminate the Agreement on a specified data..)
93) The Seaelary of State may by notice In Wfltlng terminate lhfs Agreement wlih effect from a spedfied date In the ev~nt that
a) !he Academy Trust has not, by the date specified In clause 91 (c). responded to the Termination Warning Notice either confirming that H accepts and agrees to undertake the Specir.ed Remedial Measure~ or provldln.Q Its representations wHh regard to the Specified Remedial Measures: or
b) the Academy Trust ha.s not carried out the Specified Remedial Measures and/or Further Remedial Measures ll.ilhin lhe specified tlmelrames:
provided that havtng considered any representaUons made by the Academy Trust pursuant to clause 91(c). the Secretary or State remains satisfied that it Is appropriate to terminate the Agreement.
Notice of Intention to Terminate
94) The Secrelary of Stele may at any time give wrlt1en notice of his Intention lo terminate this Agreement where the Chief lnspootor gives· notice to the Academy Trust In accordance with section 13(3) of the Education Act 2005 stating that In the Chief Inspectors opinion-
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• 30·
a) special measures are required to be taken In relation to the Academy: or
b) the Academy requires sigmflcantlmprovement.
95) Any notice issued liy tho Secrotruy ol State In accordance with clause 94 shan invite the Academy Trust to respond with any representations within 1t
specified tlmeframe.
96) Where the Secretary of State has given notice of hl5 Intention to lerminalelhis Agreement in accordance with clauses 94 and 95 and -
a) he has not received any representations from the Academy Trust wilh1n the limeframe specified In clause 95; or
b} having considered the representations made by the Academy Tn!S\ pursuant to clause 95. the Secretary or State remains satisfied that il is approprlate·to terminate this Agreement
he may by notice In writing terminate U1is Agreem~n1 with effect from a specified dale.
Termination with Immediate Effect
97) If the Secretary of Stalfr has cause to Scerve a notice or> tho Academy Trust under section 185 of the Education Act 2002 and a-determination (from which all rights of appeal have been exhausted) has been made that the Academy shall be struck off the Register of Independent Schools. he may terminate this Agreement by notice In wrhlng to ltle Academy Trust such termina!lon to take effect on the date of the notice.
98) The Secrel<lry or Sl<lte may at any Ume by notice in writing terminate this Agreement. such termination to take eflect on the date of the notice, on the occurrence. or where in his reasonable opimon there is a serious risk of occurrence, of any of the following events:
a) the Academy Trust calls a meeting of Its creditors (whether formal or informal) or enters Into any composition or arrangem<>nt (whether fomial or infOrmal) with Its creditors; or
b) I he Academy Trust proposes a voluntary arrangement within SectiOn 1 of the Insolvency Act 1986; or
c) tho Academy Trust Is unabl.e to pay Its debts within the meaning of Section 123 ·or the Insolvency Act 1986 provided !hal. lor the purposes of this· clause, Section 123 (1 )(a) of the lnsolver>cy Act 1986 shall have effect as ff the amount of £10,000 was substituted for £750. The Academy Trust shall not be deemed unable to pay Its debts for the purposes of this clause if any •uch demand as is men11oned In the said Seclicn is being contested In good faith by the Academy Trust; or
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d) the Academy Trust has a rece•ver ana manager {wllh the exception of Re<:e1vers and Managers or lnlnnm Managers DPPOinlod by the Charity Commission under tho Chanbes Ad 2011 or any subsequenl reenadmenl of that Ad), odmltlistrator or adminl5trntlve receiver appointed O\'el' an or any pa" or Its una811alungs, assets or lncomo: or
n) anydislr.aint, execution or other process is levied or enloi'Cled on any of the Academy Trust's property and Is not paid. out, withdrawn or dlscharged wllhin fifteen Buslness Days: or
I) the Academy Trust has passod a resolullon for Its winding up, or
g) an order is made for the winding up or admlnlstrallon or the Academy Trust.
99) The Academy Trust shaD notdy the Seaetary or State as soon as possible alter receiving any pctrtlon wl1lc:h may result in an on!er lot tile winding up or admlnistrali:Jn or the Academy Trust and shaD provide an explanation to tile Secretaty or State or the circumstances giving rise to the &ervlce of such a petnlon.
Ch ange of Control
100) The Secretaty of Stale may at any time, subject to clause 102 below, terminate this Agreement by notice In writing to the Academy Trust such termination to take effect on the date of the nol1ce in the evenl that there is a change:
a) In the Control of the Academy Trust
b) in the Control or a legal entrty that Controls the Academy Trust_
Pr<:>VIded that whe"' a person ('P') Is a member or dlfector or the body oorporate {as a corporation sole or otherwise) by vlnuo or an office, no change or Control arisos merely by P's successor becoming a member or director In P's placo.
101) The AcademyTruat shall nct~y the Secrelaty ol Stato in wrlllng o r any change or proposed chonge of Control w•thin the meaning ol clause 100 above, as soon as reasonably practicable afuor h has become aware or any such change, or proposed chango. or Control.
102) When mtilyjng the Secretaty of State further to clause 101 t11e Academy Trust must seek the Secn!tary of State's agreement that, II he Is satisfied that the person assuming Control Is suitable, he Will not In those circumstances exerCJse his right to terminate this Agreement further to clause 100.
Elfect o f Tennlnatlon
103) Not used.
19 December 20t2 v7
104)
105)
106)
107)
108)
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In the event of termination of this Agreement however occurring, the school shall cease to be an Academy within the meaning of Se<:tions 1 and 1 A of the Academies Act 2010.
SubJeCt to clauses 106 and 107. if the Secreta<y of Sta.te temnnates this Agreement pun;uant to clause 89 of this Agreement, the Secretary or Slate shall indemnify the Academy Trust. II the Secretary of State terminates this Agreement otherwise than pursuant to clause 89 or this Agreement. tho Secretary of State may In his absolute discretion Indemnify or {to such extent If any as he may In his absolute discretion consider appropriate) compensate the Academy Trust.
The amount or eny such Indemnity or ccmpensation shall be determined by the Secretary of State having regard to any representations made to him by the Academy Trust, and shall be paid at such times and In such manner as the Secretary of State may reasonably think fit.
The categories of expenditure incurred by the Academy Trust in consequence of the termination of this Agreement in respect of which the Secretary of State shall {where the Secretary ol State terminates this · Agreement pursuant to dau~ 89) Indemnify the Academy Trust and may (where the Secretary of Stato terminates this Agreement otherwise than pursuant to clause 89) In his absolute discretion Indemnify or compensate the Academy Trust Include {but not by way of limitation). staff compensation and redundancy payments, oompensaUon J>'1yments in respecl of broken contracts, expen- of disposjng of assets or adapting them for other purposes, legal and other professional fees, and dissolution expenses.
Subject to clause 109, on th\l termination of this Agreement however occurring, the Academy Trust shall in respect of any of Its capital assets at the dale of termination:
a) promptly transfer a proportion of tile assets to a person nominated by the Seaetary of State, if the Seaetary of State considers that all or some of those assets need to be used for any educational purpose by that nominee. The proportlon of the assets to be transferred shaft be the same as the prop,artion of tile capital contribution made by the Secretary of Stale to the original value of those assets, whether that ccntribution was made on the establlshmenl· of the Academy or at a later date; or
b) If tile Secr~tary of State con~rms lhat a trnnsfer under clause 1 08{a) is not required, promptly repay to thB Secretary of State a sum equivalent to the percentage ol the value of the assets at tile date or termination, or, by agreement with the Se<:retary of State, at tile date of subsequent disposal of those assets Such percentage to b.e the .same as the percentage of lhe capital contribution rr.ade by the Secretary of State to lhe original value of those assets, whether that ccntrlbuiion was made on the establishment of I he Academy or taler.
1 09) The Secretary of State may waive In whole or in part the repayment due
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under clause 108(b) if:
a) the Academy Trust obtains his pimnission to invest the proceeds of sale for Its charitable objects; or
b) the Secretary of State directs all or part of the repayment 1o be paid to the LA.
110) ll)e sale or disposal by oU1er means or publicly funded land held for the purposes of an Academy is now governed by Part 3 of Schedule 1 to 1116 Academies Act2010.
GENERAL
lnfonnatlon
11,) Wrthout prejudice to any other provision of this Agreement, the Secretary of State acting reasonably may from Ume to bme call for Information on the Academy relating to, but not restricted to, the fOllowing matters:
a) curriculum;
b) arrangements for the assessment of·pupils;
c) teaching staff Including numbers. qualifications, experi<ance, salaries, and teaching loads;
d) ctass sizes;
eJ outreach worll with other schools and the local communily;
f) operation of the11dmfsslon c:itena and over subscription arrangemen.ts lor the Academy lndudlng numbers of applications lor places and the number and characteristics of pupils accepted for admission:
g) numbers of pupils excluded (Including permanent and fixed term exclusions);
h) levels of authorised and unauthMsed aboonce;
I) charging and remissions pollcies ·and the operalion oflhose policies;
)) mganisallon, operation and building management;
k) financial controls;
I) compliance with the requirements of the Chanty Commission's guidance to charities and charity trustees and in perticular the Charity Commf11sion's guidance In the Protecting Chari1ies from Harm compliance toolkll and in (CC9): ·speaking Out Guidance on Campaigning and Political Activities by Charities", as amended from lime to lime; and
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m) membership and proceedings of the Governing Body together wiU> any other relevant information concerning the man.;tgemant or governance of the Academy wtlich, sUbject to clause 115), Is reasonably necessary for the Secretary of State to carry out his funt11ons generally and In relation to this Agreement.
112) The Academy Trust shall make such Information available to the Secretary ol State, In such form and manner and at such times as may reasonably be required. The Secretary of State shall provide the Academy Trust with such Information as ij may reasonably require of him for fhe running of the Academy.
Aceess by the Secretary of State's Officers
1 13) The Academy Trust shall allow access to tho promises of the Academy at any reasonable lime to orE officlals. All mrords, files and reports relating to the running of the Academy shall be available to them at any reasonable ttme. The Academy Trust shall provide the Secretary af State in adliance with papers relating to the Academy prepared ·for meetings of the Governing Body and of the Members. Two DIE officials shall be entitled to a~end and to speak at all ,uch meetings, but shall wlthdraw ·from any discussion of the Academy's or !be Academy Trust's relatiOnship with the Secretary of State or any discussion of bids for funding to the Secretary of State. The Academy Trust shall take any steps wh1ch are required to secure ~s compliance with the obligations impcsed by this clause 6! this Agreement
114) The Academy Trust shall ensure that:
a) the agenda for eve<y meeting of the Governing Body or any committee to wtlom the Governing Body delegates one or more ot Its functions to;
b) the draft minutes of every such meotlng, if they have been approved by the person acllng as chairman of thai meeting;
cJ the signed m1nutes of every such meetlng; and
d) any report, document or otherpapet considered at any such meeting,
are made available for inspectinn by any Interested party at the Academy and, as soon as is reasonably practl<:able , sent to the Secretary of State on requesl
1 1 5) There may be excluded from any ftom required to be made available for inspection by any Interested party and to be sent to the Secretary or State by virtue of clause 1 14, any material relating to:
a) a named teacher or other person employed, or prop.osed to be employed, at the Academy:
b) a named pupil ~t. or candidate for admlssoon 1o, the Academy; and
19 December2012 v7
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c) any matter whlch, by reason of its nature, the Academy Trust is satisfied should remain confidential.
1 \SA) Recognising ttlat they are or will be receiving publicly funded land ot nil consicleralion (which lor the pufPO$GS or this transaction shall inrJude leases gra"nted at a peppercorn rent) the Academy TrusL
a) shall, Within 28 days from the transfer to it or the Land, apply to the Land Regisby lor a restrictiOn In the proprietorship register (under sectlan 43( 1 )(a) of lhG Land Registration Act 2002 in Form RX1 as prescribed by Rule 91 and Schedule 4 of tho Land Registration Rules 2003) In tile fallowing terms:
No disposiiJon of the registered estate by the proprietor of the registered estate Is to be regfstered without a written consent signed by ltle Secrslal)' of State for Educ.•lion, of Ssnctuill)' Buildings. Groat Smith Street. London SW1PJBT
b) shallta~e any further steps required to ensure that the restriction referred to In clause 115A(a) is entered on the proprietorship register,
c) shall provide the Secretary of State with confirmaban ol the enlry ot \he restrlctlon referred to In clause 1 15A(a) as soan as practicable after n receives notir.cation from the Land Regislry,
d) in the evonlthat it has not registered the restriction referred to In clause 11SA(a), hereby consents to the entering af the restrictiOn referred to In 115A(a) In the register by the Secretary ol State (under s. 43(1)(b) of the Land Registration Act 2002),
e) shall not, Without the consent of tile Secretary of State, apply to dis-apply, modify or remove (by cancellation or otherwise) a restrlctlan entered In accordance with claus.e 115A(a) or 115A(d) above. whether by ~self, a holding company, a subsidiary company, or a- receiver, administrator or liquidator. actlng in the name of the Trust
Notices
116) A notice or commun\catlon given to a party under or In connection with this Agreement:
a) shall be In wrltJng and in English;
b) shall be sent to the party for tne· attention at the contact and a\ the address listed !n claUse 116A;
c) shall be sent by a method listed in clause 1 16C; and
d) is deemed received as sel out In clause 116C it prepared and sent in accordance with this clause.
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116A) Tho parties" addresses and contacts ""'
Name of Position of Contact Address Par1y
Socretaoy Head of Academies Department for Education. sancwaoy of Stnte D•vislon BuildingS, Great Smith Street, london
SWIP 3BT
The Chair of Governors The Forest School, Robin Hood Lane, Academy Wlnnersh, Woklngham RG4 I 5NE Trust -
116B) A party may change lis dotaHs g1ven in the !able In clause I 16A) by givulg notlce, the change taking effect tor the party notifllld of the change at 9 .00 am on the date fiVe BUSinesS Days after deemed receipt of the notiCe
116C) Any notice or oilier communicohon required to be given to a party under or In connecli.on with this Agreement shall be defwered by hand or sent by pre-paid first-class post or other next worl<ing day deliveoy service. Any notico or communication shall be deemed to have been received II deliVered by hand, on signature of a dellveoy receipt or at the time tile nollc:e Ia left at the address specified in Clause 1 I 6A, or otherwise at 9.00 am on the second Business Day at!er posUng
11 GO) Th1s clause does not apply to the service of any proceedings o r oilier documents In any legal oc:bOn For the purposes of dause 118, "wriilng" shaQ notlncluda e-maa.
1 17) The snrvlce by the Secretaoy of StaiB of a nolice of terminallon of llus Agreement shall not prejud~ the abiflly of the Academy Trust (d l wishes ID do so) during the notice penod to admit puplls to the Academy In accordance with the provisions or thiS Agreement and to recelvo GAG and EAG In respect of them.
Complaints
117 A) If e complaint Is made about matters arising In wholo or In part prot to the opening of the Academy, as relerred to In clause 1 1 above, and all or part or tllat complaint was being or had been investigated by tho Local Government Ombudsman under Part Ill of the Local Government Ac. 1974 ('Part trr) or that complain! in whole or in part could have been Investigated under Part lll had the school tile Academy replaced remained a maintained school, tile Academy Trust:
a) will abide by the provisions of Part Ill as though tho Academy were a maintained school,
b) agmes that the Secrotaoy of State shall have the power to Investigate the matter complained of as If II had taken place after conversion:
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• 37·
c) agrees load in aa:ordonce wilh any recommendallon I rom the Secretary or Slate as though !hat rocommendatJon had been made under Pari ttl and the Academy were a rnalnta.ned school.
1178) If the Seetelary of State could have grven an order atJ:l/or a drectJon under section 496 andlor sectJon 497 of the Education Act t 996 to the govemfng body oHhe school the Aeadomy replaced (as referred to In clause 11 above) ond that order and/or direction related to matters occurring within the 12 months immediately prior to conversion, the Academy Trust aurees:
a) the Secretaf)' of State may give orders and/or directions to the Academy Trust as though the Academy were a maintained school and sections 496 and 497 applied to the govomfng body orthatmalntalnod school,
b) to ad in aa:ordance wi1h any such order andlor dltedlon from the Secretary or Stale.
117C) If at the tnne of the opening or the Academy the Investigation of a complaint made to the govemi119 body Of tl'la schoollho Academy replaced (as referred to In clause 11 above) has not yot been completed, the Academy Trust shall conUnue to Investigate that complaint In accordance with the complaints procedures established by that govemrng body.
1170) If a complaint is made to thO Academy Trust about mane11 anslng In whole or In part during the 12 months prior lo the opening of the Academy, the Academy Trust agrees to Investigate that compkl•nt as II the maner oomplainad or had taken place aHer the opanlng of tl'lo Academy
General
118) Ths Agreement shaO not be aSSignable by the Academy Trust.
1 t 9) No delay, neglect or forbearance on tl'le pari of the SecrelafY of State in enforcing (in whole or In part) any provision of this Agreement or in exercising (in wllole or in pari) any right or remedy conferred on him by this Agreement shall be or be deemed to bo 11 walvor o f such provision or right or remedy or a waiver of any other provtslon or right or "'medy or shall in any way prejudice any right or remedy or tho Secretary of State under this Agreement or shall amount to an election not to enfort:e such provision or exei'Cise such right or romady (incllJding, !Dr the &IIOidance of doubt, any r1ght lo terminate this Agreement~ No s!ngle or pallial exercise of such right or remedy shal preclude or restrict the further exerase of that or any Other right or romedy.
1 20) The SecrelafY or State and the Academy Trust recognise the d1fficuHies In cotering In this Agreement for all the arcumstances wlllch may anse In relation to the Acadomy and undertake In good faRh to conducl such consultations as may flom lime to lime be desirable In order to promote the lntel'ests or tl'le Academy throughout the currency of this Agreemont.
121) Tenmnation or this Agreement, lor any reason, shall not affect the accrued
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122)
123)
124)
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rights, remedies, obligations or liabilities of lhe parties e>isting at tenninalion.
This deed may be execuled In any number of counterpans, each of wlllch when executed and delivered shall constitute a duplicate original. but all lhe counterparts shall together constitute tho one agreement.
This Agreement and any dispute or claim arlslng out of or in connection with It or Its subJect matter or formation (including non-contractual disputes or claims) shall be governed by and construed In accordan~ with the law of Eng!and and Walas.
The parties Irrevocably agree that lhe CDurts of England and wares shall have excluslile Jurisdiction to settle any dispute or claim !hat arises cut of or In connection With this Agreement or Its subject matter or formation (lnolu<llng non-contractual disputes or claims).
This Agreement was·executed as a Deed on
The Corporat~ Seal oft he Secretary. of State for E.ducalion. hereunto affixed Is authenuoated by:
Duly Authorised
19December2012 v7
(c~ of 11Je Memcu8,,dum of Ass-ocJiftlon /odgl!d 111 Compan/e:; Housel
COMPANY NOT HAVING A SHARE CAPrrAL
Mt!morand:um of Anoeiation of
The ForMt School Academy Tlus1
Ea.ch 5ubs-cribet to rh.1a Mamorand11m of Aesoclation wl.aties 10 loun a c01Tlpeny unde~r the Compsn~e~ Ac-t 2006 end agrees to beCOf'l"!t a tnomber of the company
I Na.me ot e.ach s.uttttfi l;)er Authamication by each sUbscriber
Dated 10!612013
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~NNEX A
MEMORANDUM AND ARTICLES OF THE ACADEMY TRUST
19 December 2012 v7
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream)
THE COMPANIES ACT 2006
A COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
OF
The Forest Scllool Academy Trust
COMPANY NUMBER: [number) ~ 5"" G ~ l£"'{
SINGLE ACADEMY MODEL (Mainstream)
THE COMPANIES AC"r 2006
COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
OF
THE FOREST SCHOOL ACADEMY TRUST
INTERPRETATION
1. In these Articles:
a) "the Acaoemy' means the school reforred to In Article 4 and
established by the Academy Trust:
b) ' Academy Financial Year" means th·a academic year from 1~ of
September to Jj<l of August the following year;
c) 'the Academy T ru~r means the company intended to be regulated
by these Articles and referred to In Article 2;
d) 'the 1\rtlcles• means these Articles of Association of the Academy
Trust;
e) "Chiel Inspector" means Her Majesty's Chief Inspector of
Education. Children's Services and Skills orhls successor:
f) "clear days· In relation to the period of a notice means the period
excluding the day wllen the notice Is given or deemed to be given
and the day on which n fs to take effect;
g) "Glen<" means the clerk to the Governors or any other person
appointed to perform the duti~ ol the clerk to the Governors,
Including a joint . assistant or deputy clerk;
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream)
h) ~financial expert" means an individual ~ company or firm who is
authonsed to glve Investment advice under the Financial Services
and Mart<ets Act 2000;
I) "Funding Agreement" means t~e agreement made under section 1
or tlie Academies Act 2010 between the Academy Trust and the
Sectetary or State to es1ablish lhe Academy:
j) "the Governors· means the directors or the Academy Trust (and
"Governor" means any one or those directors). subjecl to the
definition or lliis term at Article 6.10(b) In relation to Artides 6.2·
6.10:
k) "Lo.cal Authoncy Associated Persons· means any person
associated with any local authority within the meaning given In
section 69 or the Local Gol/emment and Housing Act 1989;
I) "Member" means a member or the Academy Trust and someone
who as such is bound by the un.dertaking contained in Article B;
m) "the Memorandum• means -the Memorandum or Association of the
Academy Trust;
n) "Office" me<\nS the registered office of the Academy Trust:
o) "the Parent Governors· means the Govemo(S apppinted pursu')nt
to Articles 53 to 58 inclusive;
p) "Prlnclpar means the head teacher of tha Academy;
q) ·Principal Regulator" means lhe body or person appointed as the
Principal Regulator under the CharHies Act201 t :
r) "the sear means the common seal or the Academy Trust n it has
one:
s) ' Secretary or State• means the Secretary of State for Education or
successor:
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream)
I) "Staff Governor" means an employee of the Academy Trust who
may be appointed as a Governor pursuant Ia Article 50A;
u) ~.teacher" means a person employed under a contract of
employment or a contract for sorvtce-s or of.h.eM11Se en_gaged to
provide his services as a teacher at the Academy:-
v) "'he llniled Kingdom· means Great Bril<~in and Northern Ireland;
w) words importing tl\e masculine gender only shall include the
feminine gender Wards importing the singular number shall
include the plural number. and vice versa:
x) subject as -aforesaid, words or expressions contained in these
Articles shall, unless the conte>Ct requires otherwise. bear the same
meaning as In the Companies Act 2006, as appropriate;
y) any reference to a statute or statutory provision shall Include any
statute or statutory provision which replac~ or sup<arsedes such
statute or statutory provision Including any modification or
amendment thereto.
2. Thfl companY's name is The Forest School Academy Trust (and In this
document ills called "tho Academy Trust").
3. The Academy Trust's registe_red office Is to be situated In England and
Wales.
OBJECTS
4. The Academy Trust's object ("the Object') is spedflcally restricted to the
following.:
e) to advanoe for the public benefit education In the United
Kingdom, In particular but without prejud<ce to the genera lily of
the foregoing by establishing, maintaining, carrying on,
managing end developing a school offering a broad and
balanced curriculum ('the Academy' ):
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SINGLE ACADEMY MODEL (Mainstream)
b) to promote lor the benefit of the inhabitants of Waking ham and
the surrounding area the provision of faclhtles for recreation or
other Seisure Utne occupation of individuals 'Who havo need of
such facllfties by reason of \heir youth, age, Infirmity or
disablement, financial hardship or soda! and economic
circumstances or for the public allargs In the interests or social
welfare and with the object of Improving the condition of life of
the said lnhabrtalds.
5. In furtherance of the Object b.ut not further or otherwise the Academy
Trusl may exercise the follo)'ling powers:
a) Ia draw, make, accept, endorse, discount, ex~cute 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 oontributlons provrded that
In raising funds the Academy lrusl 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 tho Object and to make all reasonable and
necessaey provision for the payments of pensions and
superannuation to stall and their dependants:
e) to establlsh or support, whether financially or otherwise, any
charitable companies, trusts, associations or rnstitutions formed for
all or any of the Object;
f) to co-operate with other charitles, otli~r Independent and
maintained schools. schools maintained by a local authority, 16-19
3 January 2013 v2
SINGLE ACADEMY MODEL (M3Jnstream)
academies. alternative provision academies. institutions within lhe
funhar educa\ion sector. voluntuy 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
expen·se·.s of and incidental to the formation and registration of the
Academy Trusr,
h) to establlst>. maintain, canyon, manage and develop the Academy
at The Forest Sct>oot. Robin Hood Lane. Wlnn~rsh, Woldngham
RG41 5NE:
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 or all ages
and the wider community tor the public benelit;
k) to cany out research into the development and application or new
teci1nlqu~ In education In particular in relation to its approacn to
curriculum development and delivery and to publish the results of
suoh research, and to develop m·eans ofbenef~ing irom application
of the experience of Industry, commerce, other schools, other
educational Institutions and the voluntary sector to the education of
pupils in acadernies;
I) subject Ia such consents as may be required by Jaw 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 deppslt or Invest any funds of the Academy Trust not
Immediately required for the furtherance of ns Object (but to invest
only after obtaining such advice from a financial expert a.s the
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream)
Governors consider necessal"f and having regard to lhe sullabilfiy
of investments and lhe need lot dlve<$lficallon):
n) to delegate lhe managemenl of lnveslments to a flll3ncial expert.
bul only on terms lhat
II the lnveslment poocy Is sel down In wrl!lng lor lhe financial
eJ<I)ert by lhe Governors;
II) every transaction Is reported promptly 10 lhe Governors:
Ill) the performance of the Investments Ia rovlewed rogularty w~h
the Governors;
lv) the Governors are enlllled 10 cancellhe delegaUon
arrangement at any time;
v) lhe lnvesunen1 policy and lhe delegallon arrangemenl are
rBWJWed alleaSI once a year,
vi) aU payments due to lhe financl.,l expert are on a scale or at a
level whl<:h is agreed In advance and are nollfied pmmpUy to
the Governors on receipt and
vii) the financial eJ<I)erl must not do onythlng oulside lhe powers
of lhe Governors.
o) 10 arrange for investments or olhor property of lho Academy Trusl
10 be held In the name of a nominee company acting under the
control of the Governors or of a financaal e~per1 acllng under their
lm;trudions, and 10 pay any reasonable fee required;
p) 10 provide indemnity Insurance 10 Governors In aa:onlance With.
and wbject 1o lhe conditions or SGdiOn 232 1o 235 or lhe
Companies ACI2006, secllon 189 or lhe Chan~es ACI2011 or any
olhor provision of law applicable 10 charitable companies and any
such indemnily is romaed aooorolngly;
3 JanuaiY 2013 v2
SINGLE.ACADEMV MODEL (Mainstream)
q) to establish subsidiary companies to canyon ony trade or business
for the purpose of raislngtullds for tha Academy Trust;
r) to do an suc:h other lawful th1ngs as Ote necessary for or are
Incidental to 0< ronduove to the acluevcmcnt of the Objo<:L
8. 1 The Income and property of the Academy Trust wn be applied solely
towards lhe promotion of lbe Object
6 .2 None of the income or property of the Academy Trust may be paid or
transferred dlreelty orlndlrecny by way of dividend bonus or otherwise by
way of profit to any member of tho Academy Trust Nonetheless a
membor of the Academy Trusl who Is not also a Governor may:
a) benefit as a beneficiary of the Academy Trust.
b) be paid reasonable and proper remunert~llon for any goods or
services supplied to the Academy Trust;
c) be paid rent for premises let by the member of the Academy Trust
lf lhe amo\Jnt of the rent alld oilier terms of the lettlng are
reasonable and proper; and
d) be paid lntelest on money lent to lhe Academy Trust at a
reasonable and proper rata, such rate not to exceed 2 per cent per
annum below tile base lending roto of a UK clearing bank selected
by the Governors, or 0.5%, whichever Is the higher
6.3 A Governor may benefit from any llldemnlty Insurance purchased at the
Academy Trust's expense to cover the Uab~uy of lhe Governors which by
virtue of any rule of law would olherwiso attach to lh&m In respeet of any
negligence, default or breach of trust or breach or dUty or whk:h IIIey
may be gullly in rela!Jon to the Academy Trust. proVIded tllat any suc:h
insurt~nce shall not eX!end to (I) any ctalm Bri..-.g from any act or
omission which the Governors knew to be a breach of trust or breach of
duly or which was commrtted by I he Governors In rlldcless disregard to
whelhcr II was a breach of lrusl or broach or duty or not; and (li) lhe
3 January 20 t 3 v2
SINGL!: ACADEMY MODEL (Mainstream)
coots of any unsuccessful defence to a criminal prosecution brought
against the Governors In their capacity as direc:tors of !he Academy
Trust. Further. this Article does not authorise a Governor to benafll rrom
any indemnity insurance thai would be rendered void by any provision of
t/le Companies Act 2006, tile Charities Act 2011 or any eUler provision
of taw.
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
capttal of tnat company, may receive fees. remuneration or other benefit
In money or money's V.'Drlh 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 expanses property
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) b_uy any goods or service's lrom the Academy Trust on tenms
preferential to lhasa applicable to members of the public, other
than In relation to any child, stepchild or grandchild of theirs who is
a pupil at the Academy;
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 (ot/lor than the Pnncipal or a Staff Govemor whose
employment and/or rnmunoratlon is subject to the procedure and
condft1ons In Artlcle 6.6);
d) recelve any other financial benefit from lhe Academy Trust;
unless~
e) lhe payment Is penmitted by Article 6.7 and the Governors follow
lhe procedure and obseJVO the conditions set cutin Artlcle 6.8; or
3 January 2013 v2
SlNGLE ACADEMY MODEL (Mainstream)
f) the Governors ob1ain the prior written approval or the Charily
Commission and fully comply with any procedures.it prescribes.
6. 7 Subfect to Article 6.8, a Governor may:
a) receive a benellt from the Academy Trust in 11111 capaclty of a
beneficiary or the Academy Trust:
b) be employed by the Academy Trust or enter into a contract lor lila
.supply of goods or services to the Academy Trust. other than !or
acting as a Governor;
c) receive fntere'st on money lent to the Academy Trust at a
reasonable and proper rate not exceeding 2% per annum below
the basa rata ol'a clearing bank 10 be selected by the Governors,
or 0.5%, whlchever Is the higher,
d) receive rent for premises fet 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 Tho Academy Trust and Its Governors may only rely upon the authority
provided by Article 6.711 each ollhe' lollowing condijions Is satisfied:
a) the remuneratJon or other sums paid 10 the Governor do not
exceed an amount tl\at Is r~asonable In a lithe clrCI.Imstances.
b) the Governor is absent from the p;~rt of any meeting at which there
Is discussion of:
IJ his or her employment remuneraUon, or any matter
concerning the contract. payment or benent; or
li) hi s 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 tilm or h~r or to confer any benefit upon him or her lha.t
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SINGLE ACADEMY MODEL (Mainstream)
would be pennlttecl under Article 6. 7; or
(lv) any eUler matter relating 1o a payment or the conferring of any
benefit pennilted by Article 6 . 7
c) the Governor does not vote on any such matter and Is not 1o be
counted when calcutaUng whether a quorum of Go~~emors is
present at the meeting.
d) save In relation to employlng or contracting with tile Principal or a Sl<!ff Governor ltle other Governors are satisfied that It Is In U1e
Interests of the Academy Trust to employ or to contract with that
G"ovemor rather than with someone who Is not a Governor. In
reaching that decision ihe Governors must balance the advantage
of employlng a Governor agalnst the disadvantages of doing so
(especiany !he loss of the Governor's services<ts a result of dealing
with the Governor's connlct of i11terest).
e) tile reason for their decision is rocordecl by llle Governors In !he
minute book.
f) a majority of the Governors !hen In office have receivecl no such
payments or benefit
6.9 The provision In Anicle 6.£ (c) that no GoVernor may be employed by or
receive any remuneration from the Academy Trust (other than the
Princij>al or a Staff Governor) does not apply 10 an existing emplo~ of
the Academy Trust who is subsequently elected or appointed as a
Governor save thai lhis article shall only allow such a Governor to
receive remuneration or benefit from the Academy Trust in his capaclly
as an employee of the Academy Trust and proVlded that the proce~ure
as set out in Articles 6 .B(b)(l). (0) and 6.6 (c) is followed.
6.10 In Articles 6.2~.10:
a) ·Academy Trust" shall include any company In wlhich the Academy
Trust:
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SINGlE ACADEMY MODEt (Mainstream)
i) holds more than 50% or tt\e shares: or
ii) comrols more than 50% or the vohng rights attached to the
shares; or
Iii) has the right to appoint one or morn dirnctors 10 tne board of
the compeny.
b) "Governor' shall Include any child, stepchild, perent, grnndchild,
grandparent, brother. sister or spouse or the gov.ernor or any
person llvlng wnh the governor as his or her pertner
c) the employment or remuf\llratlon of a Governor Includes the
enga.gement or remuneration or any firm or company in which the
Govnmcris:
I) a panner;
li) an employee;
Iii) a constJttant;
iv) a director;
v) a member; or
yi) a shareholder. unless the shares or the compeny 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 limlted,
8. Every member of the Academy Trust underta~es 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 fiabillties before he or she cease~ to be a
member, and of the <:<>slS, charges and expens13s of Winding up, and for
the adjustment of the rights of the contributories among themselves.
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SINGLE ACADEMY MODEL (Mainslroam}
9 . If the Academy Trust ls wound up or dissolved and afler all ils debts and
liabRitles (Including any under seelJon 2 of the Academies Act 20t0)
have been satisf""' there remains any property It shall not be paid 1o or
distributed among the members of the Academy Trust, bul shall be given
or transferred to some other charity or charities having objecls similar to
the Object which prohibits the distribution of its or their income and
property to an extenl at leas! as great as js imposed on lhe Academy
Trust by "'rticle 6 above. chosen by the members of the Academy Trust
at or before the lime of dissolution and II thai cannot be done then to
some other charitable object.
10. Not used.
11. No alleralion or addHion shall be made to or In the provisions of the
Artides which would have the effect (e) that the Academy Trust would
cease to be ·a companY to which section 60 of the Companies· Act :1.000
applies: or (b) !hat the Academy Trust would cease to be a charity.
MEMBERS'
12. The Members of tha Academy Trust shan comprise:
a) the signatones 10 the Memornndum;'
b) not used;
c) the chalnnan of the Governors: and
d) any person appointed under Artlde 16.
13. Not used.
14. Not used.
15. Membership wllllerminale. automatically II;
a) a Member (which is a corporate entity) ceases to exist and is not
' The Oepartmei"rt'a prerere11ce Is far cmpk:lyeee of the Anademy Tru51 notlo be members. 1 There must be no less lhan 3 s!gnatones to tlla M!!mOrt!ndum or Association
3 January 2013 v2
SINGLE ACADEMY MODEL (Malnstteam)
replaced by a successor institution:
b) a. Member (which is an Individual) dies or becomes Incapable by
reason of Illness or Injury of managing and administering his own
affairs; or
c) a Member becomes insolvent or makes any arrangement or
composillon with that Member's cr.,Pilors generally; or
d) a Member, who became a Member by virtue of his position as lhe
chalnnan of the Governors, ceases 10 hold such office. For the
avoidance of doubt, any such individual may be reappointed as a
Member under Article 16.
15A. The Members may agree unanimnusly In wrltfng to remove any
Member(s) who Is a signatory to the Memorandum (save that the
agreement of a signatory to the Memorandum who Is 10 be removed
shall not be required). provided that It Is In the Interests of the Academy
Trust to remove such a Member(s).
16. The Members may agree by passing a special resolution in writing to
appoint such addilional Members as they think fil and may agree by
passing a special resolution In writing to remove any such additional
Members, provided !hat such appolnfment or removal is in tne lnlerests
of the Academy TrusL
17. Ewry person nominated lo be a Member of the Academy Trust shall
either sign a written consent to become a Member or sign the reg•ster of
Members on becoming a Member
18. Any Member may resign provided that after such resignation the number
or Members Is not less than three. A Member shall cease to be one
Immediately on the receipt by the Academy Trusl of a notice in wrltrng
slgned by the person or P.ersons entitled to. remove him under Artlcle16
provided that no such noUce shall take effect when llle number of
Members Is Jess than three unless It amlalns or is accompanied by the
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SINGLE ACADEMY MODEL (Mainstream)
appOintment or a replac:emenl Member.
GENERAL MEETINGS
19. Not used.
20. The Gollllrnors may call general meetings and, on the requisition of
Members pursuant Ia 1tle provisions of lhe COITIP.3nles Act 2006. shall
forthwith proceed to convene a general meeting In accordance with that
Act If there are not within fhe 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 shoner notice II It Is so agreed
liy a majortty In number of Member,; having a right to attend and vote
and together representing not less than 90% of the total voting right_s at
that meeting.
The millce shall specify the liflle a~d place of the meeting and the
general nature of the business to be lransacled and. in the case of an
Annual General t.,lcetlng, shall specify the meeting as such. The notice
shall elsa state that lhil Member is entitled to appoint a proxy.
The notioo shall be given to all the Members, to the Governor,; and
aud~ors.
22. The accidental omiss.ion to give llQtica of a meeting to. or the non-rec.eipt
of notice of a meeting by, any pe,;on entitled to reoolve notice shall not
Invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
23. No business shall be lransacted at a0y meeting unless a quorum is
presenl A Member counts towards the quorum by being present either
ln. person or by proxy. Two persons enWed to vote upon the business to
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SINGLE ACADEMY MODEL (Mainstream)
be transacted. each being a Member or u proxy or n Member or a duly
authorised representative or a Member organisation shall constitute a
QUOrum.
24. U a quon.rn Is not present wilhn hall an hour from the trme appointed for
the meetang, or~ during a meellng a QUOrum ceases to be present. the
mooting shan stand adjourned to the same day In the nrurt week at the
same time and place or to such time and place as the Governors may
determine.
25. The cnairman, if any. of the Governors or In his absence some other
Governor nominated by the Governors shall preslda as chairman of ttta
meeting. but ~ neither the cl1alrman nor such other Governor (If any) be
present within fifleen minutes ener the lime appointed for holding the
meeting end wtll!ng to act. the Governors pr~ent shall elect one or the~r
number Ill be chairman and, if there Is only one Governor present and
Willing to ad, he shaD be the chairman.
26 If no Govemor Is willing to ad as chairman, or if no Governor is present
within fllteon minutes after the tJme appointed fe~r holding tho meeting,
the Members present and entitled to vote shall cl1oose one of their
number to be cnalrman.
27 A Governor shall, notwtthstandlng thai he Is nol a Member. be entftled to
attend and speak at11ny general meeting.
28. The chairman may, "'ith the consent of a mojorfty of the Members a1 a
meeting at wlllcn a quorum Is presern (and shall if so direcled by the
meet1119), adjourn the meeting from time to time end from plaoa to place.
but no business shaD be lransaded at any adjourned meet1119 olherlhan
the business which moght property have been ttansacted at the meebng
had the adJOurnment nol taken place. When a meellng Is adjourned fur
founeen days or more, at least seven clear days· nobee shaU be given
specrfying the time, date and place of the ad)oumed meehng and the
general nawre of the business to be lransaded OIM!Wise It shall not be
necessary lo give any such notice.
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SiNGLE ACADEMY MODEL {Malnslream)
29. A resolution ptJtlo the vote of the mee~ng shall be decided on a show of
nands unless before, or on lhe decl<lrahon or lhe rnsull of the show of
Mnds a poll Is duly demanded. Sullj<lCI lo 1110 provisions of lhe
Comp:~~~ies Act 2006, a poll may be <femaotled:
a) by lhe cllalrman; or
b) by a! least two Members having the right to vole at the meeting; or
c) by a Member or Membe~ representing nor less than one-tenth of
t~e total vollng rights of all the Members having the light to vote at
tho meeting.
30. Unless a poll Is <July <femanded a decloratloro by the Chairman lhat a
resolution has boon came<! or carried unanimously, or by a particular
majority, or lost, or nor carried by a patllcular majority and an enuy 1o
!hal e!loct In the minutes of lhe meellng snail be conclusive evidence of
lhe fad wflhout proof of lhe m.mber or proporuon of 1110 votes recor<fed
In favour of or against SUCh resolullon.
31 The demand tor a poll may be withdrawn, befora tha poll Is taken. but
only with lhe consenl of the chairman The wlth<Jrawal of a <femand lor a
poll shall not invalidate the result of a show of hands doclarad before the
demand for the poll was made.
32. A poll shall be taken as the chairman d•rocts and ho may appoint
scrutlneers (who need not be Members) and fl• a lime, dale and place
for doctanng the re.suns. The result or the poll snail be deemed to be the
resolutJon of the meeting at which lila poll was <Jomanded
33 A poll demanded on the -n of the chatrman or on a question of
edjou!TVT1etll shall be taken h•••iediately. A poD demanded on any olher
question shah be taken etther mvned~alely or at SUCh ~. date and
place as lhe chairman direciS not being moro !han lhiny days alter the
pollia demanded. The demand for a poll shall not provont continuance of
a meeting for the transaction of any business other than the question on
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SINGLE ACADEMY MODEL (Mainstream)
whlcll the poll Is demanded. n a poll is demanded before the declaration
of lhe result of a show of hands and lhs demand Is dUly withdrawn, the
meeting shall continue as if the cJemand had not been made.
34. No notice need be given of a poll not taken Immediately if tho time, dale
and place at which It is to be taken are announced at the meeting at
which it is demanded. In eUler cases at least seven clear days' notice
shall be given specifying the tlm.e, d~la 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 propo'*ld at a general meeting shall be as effectual as il it
had been passed at a general meeting duly corwened and hold provided
that a copy of the proposed resolution has been sent to every Member.
The resolution may consist of several instruments In the like ronn eacll
agreed by one or more Members.
VOTES OF MEMBERS
36. On the shOw of hands every Member present In person shall have one
vole. On a poll every Member present In person or by proxy shall have
one vote.
37 Not used.
38. No Member shall be eniiUed to vote at any general meeting unles,. all
moneys then ~payable by him to the Academy Trust 11ave been paid.
39. No objections shall be rillsed to the qual~ication of any person to vote at
any general meeting except at the meeting or adjourned meeting al
whiclllhe vote objected to is tendered, and every vole not disallowed at
the meeting shall be valid. Any objection made in due time shall be
refeJTl)d to the Chairman whose decision sh.all be final and conclus1ve.
40, An instrument appointing a proxy shall be in writing. signed by or on
behalf of the appointer and shall be In the following fonn (or in a form as
near thereto as drcumstances allow or In any other form whicll is' usual
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream)
or whJch lt>e Gov~mors may approve):
·vwe. of •. . .. . .. • bemg a Me moor/Members of the above
named Academy T rus~ hereby appoint of •••• • or In his
absence, ........ of •.....• as myfour proxy to attend. speak and vote
In mylour name{s) and on my/our beha« el lt>e annual general
meeting! general meeting of lt>e Academy Trust to be held on
.. 201 ). and at any adjoummentthereof.
Signed on ••... 20[ r
41 Whore K Is destrod to alford Members an opponunlty of Instructing 11\e
proxy how he 1rhall act !he Instrument appointing a proxy sh all bo In the
following fo11TI (or In a fonn as near theroto as circumstances allow or in
any other fo11T1 which Is usual or which the Governors may approve):
'1/We. • .•. .• of •. .• being a Member/Members of the above
named Al:ademy Trust, hereby appoint •. of ....... or In his
absence, •..•. of ...... , as my/our proxy to aUend, speak and vote In
my/our nametsJ and on my/our behalf at the aMual genernl
meeting/ general meeliog of the Academy Trust. to be hekl on ....
201 ). and at any adjournment thereof.
This fo11TI Is to be used In rasped of tho resolutions mentioned
belOw as follows:
Resolution No. 1 •tor• against
Resoluflan No. 2 "for • against.
• Strike out whichever is not desired
lJnles$ otherwise instrud.cd. the proxy may vote as he thinks rrt or
abstain from vohng
Signed an .. 201 r
42. The Instrument appointing a proxy and any authority Under which tl Is
3 January 2013 V2
SINGLE ACADEMY MODEL (Mainstream)
signed or a copy of such authon1y certified by a notary or in some other
way apprnwd by tho Governors may:
a) be cfaposlted at the office or et such other plaoe within the Unijed
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 lime for tiolding
the meeting or adjourned meeting at which the person named In
the Instrument proposes to Ybte: or
b) in the case of a poll taken more than 46 hours after It is
demanded. be deposited as aforesaid after the poll ha~ been
demanded and not. less lha!l24 hours before the time appointed for
the taking of the poll;
c) where the poll Is not taRen 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 chalnnan or to the Clerk or to imy
Governor,
end an Instrument of proxy which Is not deposited or delivered In a
manner so pennitted shall be Invalid.
43. A vote given or poll demanded by proxy or by the duty authorised
representative of a corporation shaU be valid notwtthstanding tho
previous delerminaUon of the authority of the person voting or
demanding a poll unless notice of the detonnination 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 meeUng at which the vote given or the poll
demanded or (or In tho case of a poll taken otherwls.e than on the same
day as the meeting or adjourned meeting) the time app.ointed for taking
the poll.
44 Any organisaUon which Is a Member of the Academy Trust may by
resolution of fts board of directors or other governing body auth<;>rise
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SINGLE ACADEMY MODEL (Mainstream)
such person as it thinks fit to act as its representative at any mee.ting of
the Academy Trust, and the person so authorised shall be entitled to
exercise the same powers on behell or the organisation which he
represents as that organisation oou1d exercise If II were an individual
Member or the Academy Trust.
GOVERNORS
45. The number ol Governors shall be not less than three but (unless
otherwise determined by ord•nary resolullon) sha.ll not be subject to any
ma·ximurn.
46. Subject to Articles ~8 and 49, the Academy Trust snail have the
lollowing Governors:
a) Up to 9 Governors, appointed under Article Sll;
b) Up to 3 Staff Governors, If appointed under Article SOA;
c) a minimum of t\'10 and a maximum or 7 Parent Governors
appointed under Articles 53- 58;
d) the Pnncipal, except where the Principal el!'cls not to be a
Governor.
47 The Academy Trust may also nave any Co-opted Governor appointed
under ArUcle 59.
48. The ll.st Governors shall be those persons named in the statement
delivered pursuant to seclions 9 and 12 or the Companies Act 2006.
49. Future Governors shall be appointed or elected. as the casa may be,
under these Articles. Whore it Is not possible for such a Governor to be
appointed or elected due to the fact that an Academy has ncl yet been
established, then the relevant Article or pa_rt tnereol shall not apply.
APPOINTMENT OF GOVERNORS
50. The Members may appoint up to 9 Governors.
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SINGLE ACADEMY MODEL (Mainstroam)
50A. The Members may appoint up to 3 Staff Governors through such
process as they may determine~
SOB. The total number of Governors (Including the Principal) who are
employees of the Academy Trust shall not exceed one third of the total
nUmber ot Governors.
51 Not used.
52. Not used
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 lima when he is eleele<!.
54. The Governing Body shall make all necessary arrangements for, and
delennine all other matters rnlaling to, an ele_ctlon of Parent Governors,
Including any question of whether a person is a parent of a registered
pupil at the Academy. Any election ol Parent Governors which Is
contested shall be held by secret ballot.
55. The ;urangements made for the election of a Parent Governor shall
provide for every person who is entitled to vote In the election to bave an
opportunity to do so by post or. if he prnfers. by having his ballot paper
returned to the Academy Trust by a registered pupil altha Academy.
56. When> a vacancy for a Parent Governor Is required to be filled by
election, the Governing Body shall take wch 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 info~med of the vacancy
and that ills required to be filled by election. lnfonned that he is entJttoo
to stand as a candidate, and vote at the election, and giVen an
opportunity to do so.
57 If the number of parents standing for election is less than or equal to the
number of vacancies no election shall be necessary and the Governing
Body shall appoint the parents slahding for election as Parent
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SINGLE ACADEMY MODEL (Mainstream)
Governors. Th.e number of Pare.nt Governors required shall be made up
tiy Parent Governors appointed by the Governing Body if 1110 number of
parei'IIS standing lor election is less than 11\e number of vacancies.
58. In appointing a Parent Governor the Governing Body shall appoint a
perso~ who Is the parent of a registered pupil at the Acadamy; or where
It is not reasonably practical to do so, a person who Is the parent of a
child or oompulsory school age,
CO-OPTED GOVERNORS
59. The. Governars may appoint Co-opted Governors. A 'Co-opted Governor'
means a person who Is appointed to be a Governor by being Co-opted
by Gavom.ors who have not themsetves been so appointed. The
Governors may no.t oo-9pi an employee of tt>e Academy Trust as a Co
opted Governor if thereby the number of Governors who are employees
of the Academy Trust would exceed one third af the total number o_f
Governors (InCluding the Principal).
60. Not used.
Gt Not used,
62. Not used.
63. Not used.
64. Not used.
TERM OF OFFICE
65. The term of office lor any Governor shall be four years, save that thiS
time limit shall not apply to the Principal If he Is a Governor. Subject to
remaining eligible to be a particular type of Governor, any Governor may
be re-appointed or re-elected.
RESIGNATION AND REMOVAL
65. A Governor shall cease to hold office II he resigns his offiCe by notice to
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream)
ltle Academy Trust (but only if at least t~ree Governors will ren><lln in
office when t~e notlce of resignation ls to lake effect).
67 A Governor shall cease to hold office if he is removed by the porion or
persons who appointed him. This Article does not apply in respect or a Parenl Governor
68. Where a Governor resigns his office or is mmoved from office, the
Governor or, where he is removed from office. those removing him, Shall
give written notice thereof lo the Clerk.
68A. Not used.
DISQUALIFICATION OF GOVERNORS
69. No person shall be qualiffed to be a Governor unless he is aged 1 a or
over at the dale of his election or eppoinlmenl No CUlfl'nl(pupilll!curmnt
studenU or the (Academy)/(Special Academyll!allemative provision
Academyll!161o 19 Academy) shall be a Governor
70. A Govemor shall cease lo hold office if he betDmes incapable by rs;>Son
of illness·or Injury of managing or administering l'lfs own all airs,
71. A Governor shail cease to hold office if he is absent without the
permission of the Governors from all their meetings held within a period
of six monltls and the Governors resolve that his office be vacated.
72. A person shall be .disqualified from holding or contl~ulng to hoid 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 on:ler or an Interim
order.
73. A person shall be disqualified from holding or ccnt1nwng to hold office as
a Governor at any time when he Is subject to a disqualification order or a
3 January 2013·v2
SINGLE ACADEMY MODEL (Mainstream)
disqualification undertaking under the Company Directors
Disquallr~eatlon Act 1986 or to an order made under section 429(2l(b) of
the Insolvency Act 1986 (failure to pay under county coun administratton
order).
74. A Governor shall cease ID hold office tr he ceases 1o be a Governor by
virtue of any provision In the Companies Act 2006 or Is disqualirled from
acting as a trustee by virtue of section 178 of tho Charities Act 2011 (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 offioo of chanty f.rustee or
trustee lor a charity by an order made by the Charity Commission or the
High Court on the grounds ol any misoonduct or mismanagement ln the
administration 61 the charity lor which he was responsible or to wflich he
was pri"Y· orwflich he by his conduct contributed to or facUitated.
76. Not used.
77. Not used.
7B A person shall be disquafified from holding or continuing to hold offiCe as
a Governor wflere he has. at any time. been convicted of any criminal
offence, excluding any that have been spent under the Rehabllrlalion of
Offenders· Act 197 4 as amended, and exclUding any offence for which
the maxlmurn sentence Is a fi:ne or a lesser sentence except where a
person has been convicted of any offence which falls under section 178
of the Charities Act 2011 .
79. After the Academy has opened. a person shall be disqualified from
holding or oonlinuing to hold office as. a Governor if he has not provided
to the chairman of the Govemors a criminal recortls certificalo al an
enhanced d1sclosure level under section 1138 of lho Poiioo Act 1997 In
the event that the certificate diSCloses any information which would in the
opinion of either the chairman or the Principal confirm their unsuitability
to work with children thai person shall be disqualified. If a dispute arises
3 January 20 t3 v2
SINGLE ACADEMY MODEL (Mainstream)
as to whether a person shall be disqualified. a referral shall oo made to
tha Sccrelal)' of Stale to determine !he matter. The determination of !he
Secreta I)' of State shall be final.
80. Where, by vinue of these Anlctes a person becomes d isqualified from
holding. or mntinuing to hold office as a Governor. and he Is, or is proposed. to become such a Govemor. t1e shall upon becom'ing so
disqualified give written notice. of that fact to the Clerk.
81 Anlcle.s 69 to 60 and Articles 98 to 99 also apply to any memoor of any
oornmittee or the Governors who is not a Governor.
CLERK TO THE GOVERNORS
82. The Cieri< shall be appointed by the Governors for such term. at such
remuneration and upon such condnions as they may think lit; and any
Cieri< so appointed may be remov!ld by them. The Clerk shall not ba a
Governor or a Princtpal. Notwithstanding this Artk:le, the Govemors may,
where the Cieri< fails to attond a meeting of theirs, appoint any one of
their number or any other parson to acl as Cieri< fOr the purposes of that
meeting.
CHAIRMAN AND VICE-CHAIRMAN OF THE GOVERNORS
83. The Governors shall each school year elect a chairman and a v'tee
chalrman from among their number. A Governor who is employed by the
Academy Trust ahall not be ellgiblo for election as chairman or vice·
chairman.
84. Subject 10 Article 85. the chairman or vlc<Khairman shall hold office as
such unlll his successor has been elected In accordance With Artlole 86.
85. The chairman or vice-chairman may al any llme resign his office by
giving nolice In wrl~ng to the Clerk. The chairman or vlce-ohalrman shall
cease to hold office if:
e) he ceases to be a Governor;
3 Janus!)' 2013 v2
SINGLE ACADE~1Y MODEl (Mainstream)
b) M Is employed by the Academy Trust:
c) he Is removed from office ln. accordance. with these Articles: or
d) In the case of the vice-chairman. he is elected in accordanoo with
these Articles to fill a V<~cancy in tho office or chairman.
86. where by reason of any of the matters referred to In Article. 85, a
vacancy arises In the office of chainnan or vlc&-ehairman, the Govemors
shall at their ne>Ct meeting elect one of their number to fill that vacancy.
87 Where the chairman Is absent from any meeffng or there is at tho limo a
vacancy in the office of the chairman, the vice-chairman shall act as the
chair for the purposes of the meeting.
sa. Not used.
89. Not used.
90. Not used.
91 . The Governors may remove tho chairman or vice-chairman rrom office In
accordance with these Articles.
92. A resolution to remove the chairman or VICe-chairman from office which
is passed at a mee1ing or-the Governors shall not have eftect unless:
a) It Is confirmed by a resolution passed at a second meeting of tho
Governors held not tess than fOurteen days ·after the first meeting;
and
b) the matter of the chairman's or vic!H:halrman's removal from office
fs specified as an Hem of businl?ss on the agenda for each of those
meetings.
93. Before the Governors resolve at the relevant meeting on whetller to
confirm the resolution to remove the chairman or vic&-chalrman from
office, the Governor or Governors proposing his removal shall at that
meeting slate their reasons for doing so and the chairman or vice-
3 January 2013 V2
SINGLE ACADEMY MODEL (Mainstream)
chairman shall be given an opportunity to make a statemontln response.
POWERS OF GOVERNORS
94. Subject to provis[ons of the Companies Act 2006, the Articles and to any
dirodions given by special resolution. the l>usiness of the Academy Trust
shall be managed by the Governors who may exercise all tl>e powers of
the Academy Trust. No alteration olthe Articles and no such direction
shall Invalidate any prior act of the Governors which would have l>een
valid if thai alteration had not been made or that dlrecbon had not been
given. The powers given by this Article sl1all not be limited by any special
power given to the Governors by the Articles and a meeli.ng of
Governors at which a qoorum 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 mo.st beneficial for the achievement of the Object
and 1o imoest in tho nama or the Academy Trust such part of the
furids as they may see lit and to direct ~he sate or transposition of
any such imleslrnenls and Ia expend the proceeds of any such sale
in furtherance or the Object; ancl
b) 1o enter Into contracts on behalf of the Academy Trust
96. In the exercise of their powers and functions, the Govamors may
consider any advice given by the Principal and any other executive
officer_
97. Any bank IICCOunt in whicfl any money of the Academy Trw>t is
deposrted shall be operated by the Governors in ~he nama or the
Academy Trust. All cheques and order'S for the payment of money from
such an account shall 1>e signed by at least two signatories authorised
3 January 201 J v2
by the Govemors.
SINGLE ACADEMY MODEL (M;>instream) ·
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 duUas- as a Governor
shall disclose that fact to the Governors as soon as he becomes aware
of II. A Governor must absent himself from any discussions of thfl
Gov11>mors in which It is posslbte that a conflict Will ansa between his
duty to act solely in the lntere5ts of the Academy Trust and any duty or
personal interest (Including but not llmijed to any Personal Financial
Interest).
99. For the purpose of Article 98. a Governor has a Personal Financial
Interest In the employment or remuner.Jtion of, or I he provi~lon of -any
other benefit to, that G0\1lmor as permitted by and as deffned by articles
8.5-6.10.
THE MINUTES
100. The minutes of the proceedings of a meetlr\g of the Governors shall be
drewn up and entered into a book kept for the purpose by the person
acting as Clerk for the purposes of the meeting; and shall be signed
(subjecl to· the approval of the Governors) at the same or next
subsequent meeling by the person acting as chairman thereof.
COMMITTEES
1 01. Subject to these Articles. the Go.vemors may establish any committee.
Subject to these Articles. the constitution, membership and proceedings
of any committee shall be determined by the Governors. The
esta.blishm~nt, terms or reference. constHulion and membership of any
committee of the Govemorn shall be reviewed at least onee In every
twelve months. The membership of any committee. of lhe Governors may
Include persons who are not Govemors, provided that a majonty of
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream)
members of any such committee shall be Governors. The Governors
may det~rmlne that some or all of \he members of a commltt'"' who are
not Governors shall be entitled to vote in any proceedings of the
committe!'!. No vote on any matter shall be ta~en at a meeting of a
committee of the Governors unless the majority of members of the
c:omm1ttae present. are Governors.
Dt:lEGATION
102. The Governors may delegate to any Governor, commit1ee, the Principal
or any other holder of an executive office, such of their powers cir
functions as they consider desirable to be exercised by them. Any su.ch
delfl9alion may be made subject to any conditions \he Governors may
Impose and may be revoked or altered.
103. Where any power or funcllon of the Governors Is exercised by any
committee, any Governor, Principal or any other tiotder of an executive
office, \hat person or commRtee shall report to the Governors in respecl
of any actton Ia ken or decision made with respecl to the exe11:ise of that
power or function at the meoting of the Governors Immediately following
the taking of the action or the making of the decision.
PRINCIPAL
104. The Governors shall appoint tho Principal. The Governors may delegate
such powers and functions as they consider are required by the Principal
for the Internal organisation, management and oontml or \he Academy
(inctudmg the implementation of all policies approved by the Governors
and for the direction of I he teaching and currtcutum at the Academy).
MEETINGS OF THE GOVERNORS
105. Subjecl to these Articles, the Governors may regulate their proceedings
as they think IlL
106. The Governors shall hold at least lhree meetings in every school year.
Meetings of the Governors shall be oonvened by the Clerk. In exercising
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream}
his func!lons under this Article the Clerk 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
!hero Is a vacancy in the office or chairman, the vlc&-<:hairman of
the Governors. so far as such direction is not lnoonslstent with any
direction given as mentroned In (a),
107 Any three Governors may, by notice In writing given to the Clerk,
requisition a meeting of the Governors: and il shall be the duty of the
Clerk to convene such a meeting as soon as Is reasonably practicable.
108. Each Govem<;~r shall be given at least seven clear days before the date
of a meeting:
a) notice in ~lting lherepf, signe,d by the Clerk, and sent to each
Governor at the address provided by each Governor from lime to
time: and
b) a copy of the agenda for the meeting:
provided that wh,ere the chairman or, In his absence or where there is a
vacancy in lhe o!fjce or ch'airman. the vice-chainnan, so determines on
the ground that there are matters demanding urgent consideration. it
shall be sufficient If the written notice or a meeting, arid !he copy of the
agenda thereof are given within such shorter period as he directs.
109. The convening of a meeting and the proceedings amducted thereat
shall not be ln~alldated by reason of any individual nat having re<:eived
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
or the G'ovemors shall not be proposed at a meeting of the Governors
unless the consideration or !he rescission or variation or the previous
resolution Is a specific Item <?I business on the agenda for that meebng.
111. A meeting oflhe Govemtlrs shall be terminated forthwith if:
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream)
a} the Governors so resolve: or
b) the number of Governors present ceases to coostilule a quorum for
a meeling of Jhe Governors In accordance with Article 1 1 4 , subject
to Miele 1 1 6.
1 12. Wham in accordance wilh Article 111 a meeting Is not held or is
terminated before all the matters spedfied as items of business on the
agenda for the meeting have been disposed of, a further meeting shall
be convened by the Cieri< 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. tha Governors shall before doing so determine the time and
date at which a further mee.Ung is lo be held for tile purposes of
completing the consideration of those Items. and they shall direct the
Clerk ta convene a meeting accordingty.
114. Subject to Article 118 the quorum for a meeting of the Governors. and
any vole on any matter ·thereat, shall be any three Governors, or, whera
greater. any one third (rounded up to a whole number) of lh'e total
number of Governors holding office al the dale of the meeling.
1 15. The Go1(emors may ae1 notwithstanding any vacancies In their number.
but, If the numbers of Governors is leSs t11an the number fixed as the
quorum, !he continuing Governors may act only for the purpose of filhng
vacancies or of calling a general meeting.
116. Thequorumforthe purposes of:
a) apppintlng a Parent Govemor under Article 57;
b) any vote on the removal of a Governor 1n accordanca wilh Article
67;
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream)
c) any vote on the removal of the chairman of tile Governcrs in
accordance with Article 91 ;
shall be any two-thirds (roundnd up to a Whole number) of the persons
Who are at the time Governors enlilled to vote on those respective
matters.
117. Su~ject to these Articles. every question to be decided at 'I meeting of
the Governors shall be determined by a majority of the voles of the
Governors present and voting on the quesHon. Every Governor shall
have on:e vote.
118. Subject to Artie1e 114-116. whem them Is an equal division of vo!Bs, the
chairman of the meeting shall have a casting vote in addtt•on 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 lhe election, appointment or nomination of any
Governor.
120. A resolution In writing, signed by all the Governors entitled to receive
notice or a meeting ol Governors or of a committee of Governors. sha!J
be valid and effedlve as !fit had been passed at a meeting of Governors
or {as the case may be) a commJttee of Governors duly convened and
held. Such a resolution may consi.st of several documents in the sam11
form, each signed by one or more of the GoveiT]ors.
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 mooting, and
3 January 2013 v2
SINGLE ACADEMY MODEL (Mainstream)
d) any report. document or other paper considered at any such
meeting,
are, as soon as fs reasonably practicable, made available at lhe
[AcademyY[Speclal AcademyY[altemaUve provision Academy)/[16 lo 19
Academy) to persons Wishing to inspect them.
122. There may be excluded from any Item required to be made avall3ble in
pursuance of Article 121, anymaterial retaUng ro:
a) a named teacher or other person employed, or proposed to be
employed, at the Academy:
b) a name.d pupil at, or candidate lor admission to, the Academy: and
c) any matter which. by reason of its nature, lhe Governors are
satisfied should remain confidential.
123. Any Governor shall be. able to participale In meetings of the Governors
by telephone or video conference provided that:
a) he has given noUce of his intenllon to do so de_talllng lhe telephone
number on which he can be reached and/or appropriale details of
the video conference suite from which he shall be laking part at the
Ume of the meeting at least 48 hours before lhe meeting: and
b) the Governors have access to the appropriate equipment If after all
reasonable eff011s 11 does not prove possible lor lhe person to
participate by telephone or video conference the meeting may still
proceed w\th its bustness provided ft is otherwise quorate.
PATRONS AND HONORARY OFFICERS
124. The Governors may !rom time-to time appoint any person whether or not
a Member of the Academy Trust to be a patron of !he Academy Trust or
to hold any honorar)l office ~nd may determine lor what period he Is lo
hold such office.
3 January 2013 v2
THE SEAL
SINGLE ACADEMY MODEL (Mainstream)
125. The seal. if any, shall only be used by lhe authority of tha ·Gavemors.or
of a commiUee or Governors authorisetl by lhe Governors. The
Governors may determine who shan sign any instrument 1o which lhe
seal is affixed and unless otherwise so delerrnlned 1t sl1all be signed by a
Governor and by the Cleft< or by a second Govemor.
ACCOUNTS
126. Accounts shall be prepared In accordance wllh U>e relevant Slatemenl of
Recommended Practice as ff the Academy Trust was a non-exempt
charily and Parts 15 and 16 of the Companies Act 2006 and shall me
lhese with the Secretary of State and lhe Principal Regulator by 31
December each Academy Rnanclal Year.
ANNUAL REPORT
127. The Govemors shall prep~le Its Annual Report In accordance with the
Statement of Recommended Practice as If the Academy Trust was a
nor>-e~ernpt charily and s~011 file these with the Secretary of State and
the Principal Regulalotby 31 December each Academy Financial Year.
ANNUAL RETURN
128. The Govemors shall comply wilh lheir obligations under Part 24 of the
Companies Act 2006 (or any statutory re-enactment or modlficatJon of
that Act) wilh regard to ll>e preparation of an annual rerum to the
Registrar or Companies and in accordance with the Statement of
Recommended Practice as if the Academy Trust was a non-exempt
charity and to the Secretary or State and the Pnndpal Regulator by 31
Deceml>er each Academy Financial Year.
NOTICES
129. Any notice 10 be given lo or by any person pursuant to lhe Articles (other
than a notice. calling a meeting or lhe Governors) shall be in writing or
3 January 2013 v2
SINGLE P..CADEMY MODEL (Mainstream)
shall be given using electronic communications to an address for the
time being nalified for that purpose to the person givlng the notice, In
fhese Articles, .. Address· In relation to electronic communications,
Includes a number or address used lor the purposes of such
communications.
130. A notice may be given by the Academy Trust ID a Member either
PJlrsonally or by send10g It by post In a prepaid envelope addressed to
the Member at his registered address or by leaving it at thai address or
by giving It using electronic communicaftons to an address for the time
being nofified 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 a·n address within the Unlted 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 nollces given
to him at that address, but otherwise no such Member shall b_e 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 bs deemed to have received notlce.ol the meeting
and, Where Necessary, ~f the purposes for which It was called.
132. Proof that an envelOpe containing a notlee was property addressed,
prepaid and posted shall be conclusive eVIdence that the notice was
given. Proof that a noUce contained In an electronic communication was
sent in accordance wllh guidance issued by the lnsliluta of Chartered
Secrelaries and Administrators shall be conclusive evidence that the
notice was given. A notice shall be deemed to be given at the expiration
of 49 hours after the envelope containing ~was posted or, in the case or
a notice contained In an electronic communication, at the expiration of
46 hours after the time it was senl
INDEMNITY
133. Subject to the provisions of ths Companies Act 2006 every Governor or
other officer or audrtor of the Academy Trust shall be Indemnified out of
J January 2Q13 v2
SINGLE ACADEMY MODEL (Mnlnstream)
the assets of tho Academy Trust ag:~inst any l'13bolily Incurred by tvm in
thnt capacity In defending arry proceedings, Whether c:MI or criminal, in
v.toiCh judgmeot os govon In favour or In which he is acquitted or In
connection v.'ilh any application In which relief Is granted to him by the
court from llablhty for nogllgence. default. breach or duty or breach or trust In relalion to lho offolrs of the Academy TrusL
RULES
134 The Governors may from time to time make such rules or bye !avo'S as
they may deem necessary or expedient or <XliWenoent for the proper
CXlnduct and manauement of 1ho Academy Trust and for purposes of
presaibing dasses of and cond~10ns 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 classlncatlon ol Members of the Academy Trust
(Including the admission of organisations to membership) and the
rights and privllcges of such Members, and tile cond"ions of
membershop and lh8 terms on which Membenl may resign or have
their membership termonated and the entrance fees, subscriptions
and olher fees or payments to be made by Members;
b) the conduct of Members of the Academy Trust In relahon to one
another. and to the Academy Trust's servants;
c) the soiling aside Olthe whole or any part or parts altho Academy
Trust's prerruses at any parucular time'" tomes or lor arry particular
purpose or purposes,
d) the procedure at 9anoral meetings and meebngs of the Govemors
and committees or tho Governors In so far as such procedure Is not
regulated by tho Ar11oles; and
e) generally, all such marters as are commonly IM sub]eel matter or
Company rules.
3 January 2013 v2
SINGLE ACADEMY MODEL (Malnslmam)
135. The Academy Trust in geooral meetJng ShaD have power 10 aNer, add or
10 repeal lhe ru1cs or bye laws and the Govemms shaQ ado!>l such
means as they lh1nk sufflcient to bring to lhe noUce of Members of lhe
Academy Trust all such rules or bye laws. which shall bo binding on all
Members or tl'le Academy Trusl Provided that no rule or bye law shall
be Inconsistent with, or &hQII affect or repeal an)'lhlng contDined In the
Articles.
AVOIDING INFlUENCED COMPANY STATUS
136. NolWilllstand'mg lhe number of Members from trrna to ume. the
maximum aggregate number of volss exerasable by Local Authority
Associated Pe~>ons shDII never e.xceed 19.9% of the tolal number of
vores exercisable by Members in general meeting and lhe votes of1ha
other Members having a right to vote at the meellng will be Increased on
a pro-rata basis.
137. No person who is a Local Authority Assocfatod Person may be
appomted as a Governor H. once the appointment ha<l Ulken effect. lhe
number of Governors who are Local Authority Assoclatod Per$0ns ~uld
represent 20% or more of the total number of Governors Upon any
resolution put to the Governors, the maximum aggregate number of
votes exerclsable by any Governors who are Local Authority Assoc!atod
Persons shall represenl a max1mum of 19.9% of the Iota! number ol
votes cast by tho Governors on such a resolution and tho votes or the
other Governors havmg a "9ht to vote at the meeting will be Increased
on a pro-rata basis.
139. No person who Is a Local Authonty Associatod Person IS elqble to be
appointod to tho olfice of Governor unless his appointment to such office
I$ authonsed by the local authonty to which he is assoc1ated.
139. If atl.he time of either his becoming a Member of the Academy Trusl or
his flrsl appofntmenl to otnoe as a Governor any Member or Governor
was no\ a Local Authority Associated Person but later becomes so
dunng hos membership or tenure as a Governor he shall be deemed to
3 January 2013 v2
SINGLE ACADEMY t,IODEL (Mainstream)
have Immediately reSJgned his membershtp ondlor resigned from his
otflce as a Governor as the caso may be
140. If at any bme the number or Govei'IIO<S or Members who ant also Local
Aulhonry A$$0Ciated Persons would (llul lor Artic:les 136 10 139
Inclusive) represent 20% or mara of !he total numbc< of Governors or
Members (as the case may be) then a sufficient number of the
Governors or Members (as the ease may be) who are Local Authonl:y
Associated Persons shall be deemed 10 have resigned as Governors or
Membem (as the case may bel immediately bolero the occurrence of
surJ> en event to ensure that at all Urnes the r1umbor 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).
Governor.~ or Members (as tho case may be) who are Local Authoril:y
Associated Persons shall be deemed to have resigned In order of the11
8Pil01ntment date tna most 19"-enlly appointed resigning flf'SI.
141 The Members WID eacll nobly the Acadomy Trust and eacll other ff at
any 11me tnay beOeve that the Academy Trust or any of fts subsldlanes
has become subjec:t to the influence or a local Btllhonty (as desctibed In
sec:tlon 69 of the Local Government and Hous1ng Ac:t) 1989.
3 January 2013 v2
GENERAL
ANNEXB
ADMISSIONS REQUIREMENTS
1 This Annex may be amunded in wrillng at any time by agreement between the
Secretary of State and the Academy Trust
2. Except as provided In paragraphs 2A lo 28 below the Academy Trust will act
In accorda.nc.e with, and will ensure that an Independent Appeal Panel Is
trained to act In accordance .nth, all relevant provisions of the School
Admissions Coda, and the School Admission Appeals Code published by the
DIE ("the Codes•) as they apply al'any given time to maintained schools and
wlltl equalities law and the law on admissions as they apply to maintained
schools, For this purpose. reference in the Codes or legislation to "admission
au1horities· shall be deemed to be references to the Governing Body.
ZA The Academy Trust is permitted to determine admission arrangements
(subject to consultation In accordance .nth the S<;hool Admjssions COOe) that
give priority for-admiSSion (but not above looked after children and previously
looked after children 1) to other children attrac!Jng the pupil premium, including
the wrvice premium ('the pupil premium admission criterion'). Where an
Academy Trust exercises this fi'eedom it will provido infonnation in Its
admission arrangements cf eligibility for lha premiums.
2B For the purposes of applying the pupil premium admission criterion only,
sections 1.9(f) and 2 .4(a) of llle School Admissions Code do not "!PpiY insofar
as they prevent admission authorities tram gMng priority to children according
t6 the finandal or occupational status of parents or using supptementaJY
forms that ask for.
a) any personal detruls about their finandal status; or
b) whether parents are serving In the anned forces (of any nation). sialloned
1 As deflfled In the School AC!m!Sslo"" Co®.
19 December 2012 v7
- 41-
in England. and exercising parental care and responsibility lor the child In
question.
J . Notwithstanding the generality of paragraph 2 of this Annex, the Academy
Trust will ·participale in the co-ordinated "dmlsslon am~ngements operated by
the LA and the local Fair Access Protocol.
4. Notwithstanding any provision In this Annex, the Secretary of Stllo may:
a) direct the Academy Trust to admit a named pupil to the Acad.emy on
application lrom the LA. This wlll include complying with a School
Attendance Order Before doing .sp the Secretary ol State will consua the
Academy Trust;
b) direct the Academy Trust to admit a named pupil to the Academy lithe
Academy Trust has failed to act In aceordance wHh this Annex or has
otherwise failed to comply with applicable admissions and equalities
legislation or !he provisions of !he Cedes:
c) direct the Academy Trust to amend its admission arrangements where
they lail to comply with the School Admissions Code or the School
Adrrlis~ion Appeals Cede.
5. The Academy Trust shall ensure that parents and 'relevant children'' will have
U1e right of appeal to an Independent Appeal Panel if they are dissatisfied with
an admission decision ollhe Academy TnJsl The Independent Appeal Panel
will be independent nf·lhe Academy TnJst. The arrangement~ for appeals will
comply with !he School Admission Appeals Coda published by the
: Local a.uthoritles are able to Issue ed'looj ~en4ance orders If a ctlild Is not an ending school ThMe. are 1~3Uy binding uJ)on parenta. Such an ordor rnighl. lor inStance, be a-ppmpriato where a chM ha$ a place al en Academy but his.W parents are reliJs!ng to send hlmhler to schOOl. The .crdor will reQu.JI'e a paro111 10 e:n&UI1t hlsfhor child attgnds .a speoiflacl sohool. 3 rele..,a:nt children' means;
a) en ltle cas:e of ap;:~~ls for en.tl'y ro a .s-:xlfl fOrm, thu Chald, and;
b)'" any orher CitSe. d'IBdren v.tto ere abOIJe. comp·ulsory stnool age. or will be above cx;mpu!.sory scllool age by rhe fime they $rmt to rec:ei..-e educ;;oon at lM school
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Department for Education as it ;Jppfies· to FoundaUon and VoJuntary Aided
sl'l>oots. The dete,rmlnalion of the appeal panel Is binding on all panles.
Relevant Area
6. Subject to paragraph 7, the meaning of 'Relevant Area' for the purposes of
consuttD.tion requirements- in relation to admissfon arrangements is that
determined l)y the local authority for rna<ntained schools In the area in
accordance with the Education (Rele"''nt Areas lor Consultation on
Admission Arrangements) RegulaUons 1999.
7. If the Academy Trust does not consider the relevant area determined by the
local authority for lhe maintained schools In the area to beappi'Oprlate,ilmust
apply to the Secretart of State by 1 Au9ust for a delorrninatlon of the
appropriate relevant area for the Academy, setting out the reasons for this
view. The SecrelafY of State will consutt the Academy Trust and tho LA in
reaching a decision.
Requirement to admjt pupils
8. Pupils on roll In .any predecessor maintained or independent school will
transfer automatically to the Academy on opening. All children already offered
a place at any predecessor school will he admiUed.
9. The Academy will.
a) subject to tts right of appeal to the Seaetary of Stale In relation to a
named pup1l, admft all pup~s with a statement or $peclal educational needs
naming the Academy;
b) adopt admission oversubscrlplion cnlerla that give highest priority to
looKe~ after 'children and previously looked alter children, In accordance
with the relevant provisions of the School Admissions Code.
Oversubscription crlterta. admission number, consultation, determination and
objections.
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10~ The Academy admission arrangements will Include oversubscription criteria,
and an admission number for each relevant age group• The Academy Tru~t
will consult on Its admission arrangements end determine tMm In line with the
requirements within the School Admissions Code.
1 1. Tt>e Office of the Schoors Al;fjudie<>tor (OSA) will con_slder objections to the
Academy's aomisskln arrangements' . The Academy Trust shOuld therefore
make it clear. wllen determining the Academy's admission arrangements, that
obj"ectlons st>Ould be submitled to the OSA,
12. A determination of an objection by the OSA will be binding upon the Academy
and the Academy Trust will make appropriate changes as quickly as possible.
1 'Relevant age groUp• mtt:ans 'normal poin1 ol adMtS.sloo to LM..Kilool. 1or tx.arnble. year R, Year7 and Year 12. "The OSA has oo juriscfic:bon to cxinsider objections againsllfle agreed varisbon from lhe Codes 6el .cui in par3tJrafJM 2A and 28.
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ANNEX C
ARRANGEMENTS FOR PUPILS WITH SEN AND OISABIU TIES
DutJes in reration to pypils wJth SEN
1. Th"e Governing Body must comply with all of the dulles imposed upon the
l}ovemlng bodies of maintained schools In:
• Part 4 of the Educalion A<;t 1996 as amended from Hma to lime8;
• Tha Educat1on (Special Educational Needs) (Information) Regulations
1999 as amended from time to lime;
• The Education (Special Educalional Needs Co·ordinatorn) (England)
(Amendmenl) Regulations 2008 as amended from time to time'.
2. Notwithstanding any provision In this Agreement, the Secretary of State may
(whether following a complaint made to him or otherwise) direct the Academy
Trusl to comply with an obligation described in this Annex where the Academy
Trust has failed to comply with any such obligation.
3. Where a child who has SEN Is being educated In the Academy. those
ooncemed with making special education~! provision for tho child must secure
lhat the dllld engages In the activities of the school log ether with children who
do not have SEN, so far as Is reasonably practlcab)e and Is ccmpatlble with:
a) the child reoe1v1ng the speetall)!ducational provj$i9n whieh h•& leym1ng- d1fficulty
calls for,
b} tne provision cf efflC1ent education tor lhe chOdre.n w•lh whom he wut be educated,
and
c) lhe effic!enl use of tesouroes.
• Currend)' these duties ara 1n aeottons 313 (Duty 1o h3ve rea3rd to the Spec:al 8:1ucatl0t181 Needs Code o1 Practicb 2001); 317 (DlJties1n relation J;o pupils with spectal educational needs), 317A (Duty to advise parems chat special ed\lcaUonal provision Is bemg made): and 324(5)(b) (Ouly 1o admit lhe dliid where -a $Chool i$ norned in lhe $~tementj 'These Regula!.lcim are amandod by The Educaban (Speaal Ech,.ic(Jtional Needs Co-ordinators) (Englond) (Amendrnetll) Regulations zooo (St 2009 No 1381).
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4. In addition to cornpJylng with the duties lm;:K~sed upon the goverrnng bodies. or
malntatn·ed sc:hools e.el out in The EdvcaUon (Special Educational Needs)
( lnformatJon) Ragulalions 1999 (as amended from time to tlme), the Academy Trust
must ensure that the Academy's web-site includes details of the implementation of its
policy for pupils with SEN; the arrangements ror-lhe admission of diSabled pupils; tl'je
step$ token to prevent d$bldd pup!Js frotr\ b.:11ng treated loss favourably than other
pupils: and the facUlties pro\;Kfad to assist access to the Academy by disabled popils
(cfosabled pUjJils meaning,puplls who are di•abied for1he purposes of the Equality Aol
20to').
Admls&lons
5. Thtt Academy Trust must ensure that pupils with SEN are admitted on an equaf bails
with others fn accordance with its~dmis.sion.s policy,
6. Where a local authority (-LA-) propOSes. to namslhe Academy In a statement of SEN
ma'de l.n: ac:cof'tlance with section 32-1 of lh8 Ettucat1011 A.cl 1996, tt mUS:t g1ve tn.e
Acadomy Trust wrlnon notice t~at it oo proposes. Wfihin 15 days of recelpt of lila
LA·s notice that it proposes to name the Academy in a sta~ement, the Academy Trust
must' consent 1o being named. except where admitting lhe child would be
lnoompatibfe with the provision of efficient ecfuca6on l or other (lhildren; and where no
reaso11able steps may be matte to sec.ure compatibillty. In dec;id,ng whether a child's
inclusion woi.ttd be incompatible wtth the etrlOient education of other chiJdre-1\, the
Academy Trust must hove regard to ll>e relevant guldan<:e is•ued by tha Se.oretary of
State to maintamed schools.
7 tf the-Academy T1Ustdeterm1n~1J that adm1tt1ng the child would be incompatible wi1h
U"te provision of efncienl education. it rnust, wHhin 15 da)t$ of receipt or the LA's
nolice, notify 11>e LA in writing that II does. not agree lh<!t lhe Academy oh<>utd be
named In the pupil's statement. Such notice must te' out all the f~ct.s and matter&
tile Academy relies upon fn support of 11s contentlot\ that: (a) sdmlrtl11g the child
would be incompatible with efflolenlly educating olher tllildren; and (b)_the Academy Trusl cannot ta.ke reasonable steps 1o-secure thiS:-compaUb.:liHy.
8. After service by the Academy Trust on the LA of any notice (further to para9raph 7
~bove) staling that It does not agree wlttt tho LA's proposal that tile Academy ba
• For lhe meaning of 'disabled·. see section 6 of the EQ1Jaiity Al..1 2010.
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named, the Academy TriJSt must seek to est~bUsh from tbe l.A. as soon as Is
reasonabty practicable. whether or oot lhe LA agtoes with the Academy Trust If the
LA notlf~ the Academy that h docs not agree with the Academy Trust's respon.Go,
and names the AC3demy In the child's -statement the Academy T rus1 must adm!t the
t;hlld to lhe school on the dale specified In llle stalamanl <>ron the date specified by
lhelA
9. Where the Academy TrusJ consider thai the Acudemy $hauJd not have been named
In a tihl!d's &tatement they may ask tt"le Secretary of State to determine that the LA
ttas a~ed unreasonably In naming the Academy and to make an orderdirectln_g the
LA lo reconsider.
10. TJ-.e Secrelary of Stalo's de1c1111inaOon sholl, sub;eot only to any right of appeal Whi<:h
any paron! or gtJ3rdian of the chOd moy have lo lhe Fifst-tler Tribunal (Special
Educalional Needs and OisobiHty), ba final.
11. If a parent or gUardian of -a child In respect of whom a statement is maintained by tile
beat authority appeais to tho Flrst.tier Trjbunal (Special Educational Needs and
Disability) either a.gall\SI the naming of 11\e Academy In the <:hlld's SEN stalement or
asking the Tribunal tO name the Academy. lhen the deciSiOn of U\8 Tribunal on any
sucil epp<>al$ha0 bo llinding and shall, if different f""" thai of Ill• Secrntary of Slate
under paragraph 9 above, be subst~uted tor t11e Secretary of Suuo:s decision.
12. Where lhe Academy, lhe Secretary of Slate or U1e Flrsl·ll"r Tribunal (Special
Educa!lonnl Needs and Disability} have delemii.ned th~u it shoUld be named, the
AcadBmy Trust shall admit the child lo tho Academy n-otwtthstancfing any proviSion or
Annet 8 to this .Agreement.
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