BISHOP OF ROCHESTER ACADEMY

COMPANY NUMBER07025097

WRITTEN RESOLUTION

of

BISHOP OF ROCHESTER ACADEMY(the Company), the proprietor of Bishop of Rochester Academy (the Academy).

ACKNOWLEDGEMENTS

In acknowledgement of the change in sponsorship arrangements for the Academy, the members of the Company acknowledge the following:

  1. THAT the Incorporated Rochester Diocesan Board of Education (one of the members), exercising its power pursuant to Article 41 of the Articles of Association of the Company, has appointed the following to be Sponsor Governors with effect from the date of this written resolution on the understanding that the new sponsor, Thinking Schools Academy Trust, will affirm these appointments on or before the next meeting of the Board of Governors (Directors/Trustees of the Company)
  2. Mandy Gauge
  3. Stuart Gardner
  4. Denise Dimmick
  5. Ian Bauckham (who is already a Governor and will remain a Governor)
  6. Paula Currie
  7. Susan Daye
  8. THAT written notice has been received by the Company Secretary of the resignation of the following as Governors (Director) of the Company with effect from the date of this written resolution:
  9. Alex Tear
  10. Dr John Pedder Moss
  11. Barbara Peacock
  12. THAT the Company will enter into a new funding agreement with the Secretary of State for Education with effect from 1st April 2015 which will acknowledge the revocation of the order designating the Academy as a Church of England school.
  13. THAT upon the appointment of the new members of the Company pursuant to the resolution below the existing members of the Company, listed below, will resign as members
  14. Alex Tear
  15. Clive Mansell
  16. Ian Bauckham

RESOLUTIONS

Pursuant to Chapter 2 of Part 13 of the Companies Act 2006, the members of the Company propose that the following resolutionsare passed as special and unanimous resolutions as indicated (together these are referred to as theResolutions), notice of which has been circulated on 24th March 2015.

UNANIMOUS RESOLUTION

  1. THAT in accordance with Article 7 of the articles of association the following be appointed as members of the Company:
  2. Peter Martin
  3. Michael Bailey
  4. Sarah Earle

SPECIAL RESOLUTIONS

  1. THAT the registered nameof the Company be changed to Rochester Academy.
  2. THAT the draft articles of association attached to this resolution be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association and that within 15 days of this written resolution being agreed that the Governors (Directors) file the new articles of association with Companies Hosue.

AGREEMENT AND INSTRUCTIONS TO THE COMPANY SECRETARY

Following the agreement of the members as set out in this written resolution, the members instruct the Company Secretary to update the registers of the Company to reflect the details set out herein and to file the necessary forms with Companies House to give effect to these changes.

Please read the notes on the second page of this document before signifying your agreement to the Resolutions. The undersigned, a person entitled to vote on the Resolutionsnotice of which was circulated on 24March 2015, hereby irrevocably agrees to the Resolutions:

Signed by / ......
Clive Mansell
Date / ......

NOTES

1. If you agree with the Resolutions, please indicate your agreement by either:

1.1 signing and dating this document where indicated above and returning the signed version by post to Andrea Squires at Winckworth Sherwood, Minerva House, 5 Montague Close, London, SE1 9BB; or

1.2 signing and dating this document where indicated above and emailing a scanned copy toAndrea Squires under the subject line “BoRA - Written Resolutions”.

You may not return the Resolutions to the Company by any other method. You are requested to indicate your agreement to the Resolutions ideally by Friday 27th March 2015 and by the latest 21st April 2015.

If you do not agree to the Resolutions, you do not need to do anything: you will not be deemed to agree if you fail to reply.

2. Once you have indicated your agreement to the Resolutions, you may not revoke your agreement.

3. Unless, by 21stApril 2015, sufficient agreement has been received for the Resolutions to pass, they will lapse. If you agree to the Resolutions, please ensure that your agreement reaches us before or during this date.

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