In response to updates in Department for Education (“DfE”) policy, legislation, and governance best-practice, new model articles for academy trusts containing Church of England academies have now been published. This article highlights some of the key amendments the updated models have introduced.
The new model articles provide much-needed clarification of the roles and rights of key personnel. A new defined term of Diocesan Corporate Member (“DCM”) has been introduced, replacing reference to the Diocesan Board of Education (“DBE”). The DBE has two main roles in an academy trust context: Firstly, obligations in relation to the schools within the diocese, particularly Church of England schools, under The Diocesan Boards of Education Measure 1991 (the “Measure”); and secondly, either directly or through another body, as a member of the academy trust. The new model articles set out the position of the DCM with reference to rights and obligations arising under these two distinct roles. The effect is to clarify how DCM may exercise its power in its capacity as a member, as well as how this impacts its abilities to carry out its role under the Measure.
Church academies are unique in that site trustees (“Trustees”) usually make all or part of the school site available without cost to the academy trust to use for the purpose of operating the academy. The new model articles note the Trustees’ consent is required where any proposed actions would affect the academy’s Church of England ethos. In addition, Trustees also may benefit from indemnities and have their reasonable and justified costs met by the academy trust.
The new model articles now entitle members to receive benefits, provided that any remuneration received is reasonable, the decision is within the interests of the academy trust, and the reasons for the decision are recorded. Whilst there are no statutory provisions setting out the procedure for authorising benefits to members, the DfE recommends authorisation by directors. This means that directors appointed by the DCM, could potentially authorise benefits granted to the DCM. Under the previous model articles, this arguably would have given rise to a conflict of interest, given both parties’ association with the Church of England. The new model provides that neither the DCM nor any director appointed by them is deemed to have a conflict of interest or loyalty arising out of their connection with the Church of England.
One potential pitfall for academy trusts adopting the new model articles is the requirement for directors and local governing bodies (“LGB”) members to give a written undertaking to the Trustees and DCM to uphold the academy trust’s charitable objects. This means that the directors and LGB members are legally bound to run the academy trust for educational purposes, supporting the religious ethos of the church schools and the non-religious ethos of non-church schools. Should the directors or LGB members fail to give this undertaking, they will automatically be disqualified from holding office.
In summary, the new articles clarify the position significantly, whilst catering for the specific requirements of church academies. If you are setting up a new academy trust including Church of England academies, or are looking to update your articles to follow the new model, please do get in touch.