Page 7 - Scheme of Delegation Dec19

4.0 THE ROLE OF THE MEMBERS
The members of the trust are guardians of the governance of the trust and as such have a different status to trustees. Originally they will have been the signatories to the memorandum of association and will have agreed the trust’s first articles of association. The articles of association describe how members are recruited and replaced, and how many of the trustees the members can appoint to the trust board. The members appoint trustees to ensure that the trust’s charitable object is carried out and so must be able to remove trustees if they fail to fulfil this responsibility. Accordingly, the trust board submits an annual report on the performance of the trust to the members. Members are also responsible for approving any amendments made to the trust’s articles of association.
The composition of the members of the trust is:
(a) the signatories to the Memorandum, who shall be:
(i) the Diocese of Chichester Education Trust; and
(ii) one person appointed by the Diocese of Chichester Education Trust; (iii) the Bishop or his representative;
(b) the chairman of the Trustees; and
(c) any person appointed under Article 16*
*The Members with the written consent of the Diocesan Board of Education may agree by passing a special resolution in writing to appoint such additional Members as they think fit and may agree by passing a special resolution in writing to remove any such additional Members provided that such appointment or removal is in the interests of the Company.
5.0 THE ROLE OF THE TRUSTEES
DCAT is a charitable company and so trustees are both charity trustees (within the terms of section 177(1) of the Charities Act 2011) and company directors. Because trustees are bound by both charity and company law, the terms ‘trustees’ and ‘directors’ are often used interchangeably.
The Board of Trustees is responsible for the effective operation of the Trust and each of its academies, and in accordance with the provisions set out in the memorandum and articles of association and its funding agreement, it is legally responsible and accountable for all statutory functions. It provides ongoing challenge and support to the DCAT Senior Leadership Team and to the Local Governing Bodies. In addition, it must carry out the three core governance functions:
• 45. The number of Directors shall be not less than three, but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.
• 46. Subject to Articles 48-49, the Company shall have the following Directors: (a) No fewer than 5 Foundation Directors, appointed under Article 50; (b) Principals if appointed under Article 50A; (c) Academy Directors appointed under Article 51 and 52; (d) Chief Executive Officer if appointed under Article 50A; (e) Parent Directors if appointed under Articles 53-56 in the event that no provision is made for parent representatives on Local Governing Bodies under Article 101A.
• 47. The Company may also have any Co-opted Director appointed under Article 58.
The board of trustees has the right to review and adapt its governance structure at any time which includes removing delegation.
1. Ensure clarity of vision, ethos and strategic direction
2. Hold the DCAT Senior Leadership to account for the educational performance of the trust’s
schools and their pupils, and the performance management of staff
3. Oversee the financial performance of the trust and make sure its money is well spent
The Board of Trustees meets regularly throughout the year and their mode of operation is set out in the Trust's Articles of Association. The basic composition of Board of Trustees is outlined in Sections 45, 46 and 47 of the Articles of Association:
Scheme of Delegation Review – DCAT December2019
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