Governing Body Standing Orders - Guidance
The governing body is responsible for the discharge of governance responsibilities, and effective governing bodies think carefully about how they are organised. There are many different models and governing bodies can decide for themselves what will work best in their own circumstances.
Key general principles and some specific basic rules ensure a minimum level of effectiveness and it is good practice for these to be recorded in Standing Orders.
Standing Orders are approved by the full governing body and can be kept, along with other documents, in a Standing Orders file. The file should be accessible to all governors. Further information on the statutory and non-statutory responsibilities of governing bodies can be found in the Governors’ Handbook and in the relevant legislation.
A Standing Orders file should contain:
- the Governing Body’s Standing Orders and Standing Orders Guidance
- the current Instrument of Government
- the Terms of Reference for committees
- the Governing Body’s Code of Conduct
- the policy on governor allowances
Standing Orders would typically cover the following
- membership of the governing body
- appointment of the clerk to the governing body
- meetings of the governing body
- quorum and decisions
- chair and vice-chair
- election process for chair and vice chair
- delegation of functions
- committees of the governing body and terms of reference
Membership of the governing body
The school’s Instrument of Government contains the composition of the governing body. It can only be varied in consultation with the Local Authority. The length of term for each category of governor is four years unless otherwise specified in the Instrument, and cannot be varied for individual governors.
The governing body can choose to appoint associate members to serve on specific committees, in addition to the agreed constitution. Associate Members can be given voting rights in certain circumstances on committees. They are entitled to attend full governing body meetings, but have no voting rights at that level.
Appointment of the Clerk to Governors
The governing body must appoint a clerk with a view to ensuring their efficient functioning and must have regard to advice from the clerk as to the nature of the governing body’s functions. The clerk should ensure that the work of the governing body complies with the relevant legislation. The headteacher or a governor cannot be the clerk, although in an emergency a governor (but not the headteacher) can take minutes at a meeting.
Meetings of the governing body
The governing body must meet at least three times per school year. However, apart from that requirement, the governing body can decide how often and for how long it needs to meet in order to perform its functions effectively.
Meetings are convened by the clerk, who takes directions from the governing body and the chair. Written notice of a meeting, together with the agenda and any papers to be considered at the meeting, should be provided to all governors at least seven clear days before the date of the meeting. A shorter period of notice can be determined by the chair if he/she considers that there are matters that demand urgent consideration, but the period of notice must be at least seven days if the matters include certain specified matters such as the removal of the chair or the suspension of any governor. Any three governors can request that the clerk convenes a meeting.
Governors should be aware of the regulations regarding absence and the need for apologies to be sent and recorded in the Minutes of the meeting.
Apart from governors, the only people entitled to attend meetings are the headteacher (where he/she has chosen not to be a governor), the clerk and associate members. Substitute members are not permitted.
The governing body will maintain a register of the pecuniary interests (and any other relevant interest) of its members.
Anyone entitled to attend governing body meetings can be required to withdraw and not vote if there is deemed to be a conflict of interest between the interests of that person and the interests of the governing body. Further guidance on withdrawal from meetings is contained in the Governors’ Handbook.
The governing body can also agree to allow any other persons to attend their meetings and minute that decision.
All discussions at governing body meetings must remain confidential. Governors are expected to act at all times in accordance with the agreed Code of conduct.
Quorum and decisions
The quorum for a governing body meeting, and vote, is one half of the membership of the governing body, excluding any vacancies.
Every question to be decided at a governing body meeting must be determined by a majority of votes of those governors present and voting. Voting by proxy is not permitted. Participation in and voting at a meeting can be permitted by electronic means e.g. video conferencing. In the event of a tied vote the person chairing the meeting (provided they are a governor) has a second, or casting vote.
The quorum for any committee meeting and vote is three governors or more who are members of the committee, as set out in the individual committee’s terms of reference.
Decisions of the governing body are reached by a simple majority and are binding on all governors and associate members.
The chair has authority to take urgent action between meetings only where:
- A delay in dealing with the matter would be seriously detrimental to the interests of the school, a pupil, parents, or a member of staff;
- A meeting could not be called in sufficient time to deal with the matter;
- The matter is one which can be delegated to an individual.
The matter must be reported to the next meeting of the governing body.
Chair and Vice Chair
The governing body must determine the length of term of office for chair and vice chair, prior to the election taking place.
When the office of chair or vice chair becomes vacant, the governing body must elect a new chair or vice chair at the next meeting. This does not prevent a re-appointed or re-elected governor from being re-elected to the office of chair or vice chair, if the governors so wish.
A governor who is paid to work at the school is not eligible for the office of chair or vice chair.
The chair or vice chair can only be removed from office by the governing body, following the process set out in the relevant legislation.
Election of Chair and Vice Chair
The governing body must agree the election process at a full governing body meeting. The clerk takes the chair for the item to elect the chair. The chair then takes over the meeting, and conducts the election for vice-chair. The usual rules regarding quorum and voting apply. Proxy votes are not permitted.
Governors standing for election must withdraw, even if there is only one nominee.
The process must be fair, clear and transparent. Governing bodies may also wish to consider the following when considering their election process:
- whether written nominations are to be sought in advance of the meeting
- whether a governor can stand for office if they are unable to be present at the meeting
- whether nominations will only be taken at the meeting, or can be taken in addition to any written nominations received prior to the meeting
- whether a candidate can self-nominate
- whether voting will be by secret ballot or a show of hands
- the voting procedure when there is a single candidate
- how the governing body would treat a tied vote
Delegation of Functions
A governing body can delegate any of its statutory functions to a committee, a governor or to the headteacher, subject to the prescribed restrictions. The delegation of functions must be reviewed annually. The governing body remains responsible for any decisions taken, including those relating to a function delegated to a committee or an individual. The governing body can still perform functions it has delegated.
The following functions cannot be delegated:
The constitution of the governing body
The appointment or removal of the chair or vice-chair
The appointment of the clerk
The suspension of governors
The establishment of committees and delegation of functions
No action can be taken by a committee or an individual governor unless authority to do so has been formally delegated by the governing body. This does not preclude the chair or vice chair taking action under their emergency powers.
Committees and Working Parties
A committee of the governing body is set up with delegated powers, with the governing body deciding its membership, the procedures for selecting its chair, what powers it will have, whether it will include associate members and, if so, whether they may vote. This information must be minuted at a full governing body meeting, and recorded in Terms of Reference for each committee. The governing body remains responsible for any decisions taken by committees and these decisions must be reported back to the full governing body. Only named committee members may vote. The establishment, terms of reference, constitution and membership of committees must be reviewed annually.
The governing body is required to appoint a clerk to each committee. This cannot be the headteacher but can be another governor.
A working party can be set up by the governing body. A working party cannot take any decisions or have delegated powers, but can bring recommendations to the governing body or a committee.
December 2014