Academy trust members

The rule: what the handbook and the articles say about members

The Academy trust handbook 2026, effective from 1 October 2026, opens its section on members with the comparison that explains them: "Every trust has members who have a similar role to shareholders of a company limited by shares. Member powers are set out in the trust's articles of association." An academy trust is a charitable company limited by guarantee, so its members also have the powers company law gives the members of any company, and under the DfE's model articles each one undertakes to contribute up to £10 if the trust is wound up.

The handbook's rules on members are short. The trust "must have at least 3 members but should have 5 or more" (paragraph 1.3). Trusts must ensure members are not subject to a direction under section 128 of the Education and Skills Act 2008 (1.4). Members "must not be employees of the trust, nor occupy staff establishment roles on an unpaid voluntary basis" (1.5). "The majority of members should not also be trustees" (1.6). And members must be kept informed: "It is important for members to be kept informed by trustees about trust business so they can be assured that the board is exercising effective governance and use their powers to step in if governance is failing. This must include providing the members with the trust's audited annual report and accounts" (1.7).

The Department for Education's Academy trust governance guide (updated 20 July 2026) adds the purpose. "Trusts are founded by members and run by trustees. Members and trustees have a general duty to exercise their powers to further the trust's charitable object", which in most trusts is "to advance for the public benefit, education in the United Kingdom". The members "ensure that the board of trustees have the necessary expertise to fulfil its functions effectively and that the board acts in accordance with the trust's charitable objects".

Members, trustees and local governors: three different jobs

An academy trust is one legal entity, and its governance has up to three tiers. Confusing them is the commonest governance mistake in a new trust.

• Members are the guardians of the constitution. They appoint and remove trustees, can amend the articles, receive the accounts and hold the board to account for governing well. The governance guide says: "It is important that members do not undertake the trustees' role."
• Trustees form the board, which "has collective accountability and responsibility for the trust on behalf of the members". Trustees are the trust's company directors and charity trustees; they provide what the governance guide calls "strategic leadership", "accountability and assurance" and "strategic engagement", must ensure compliance with the charitable objects and the funding agreement, and have "strategic and statutory responsibility" for safeguarding and SEND across the trust.
• Local governors sit on local committees (often called local governing bodies) in a multi-academy trust, with only the powers the board delegates. They are a committee of the board, not a separate body; our guide to the local governing body covers that tier.

The separation is the point. The governance guide explains why most members should not also be trustees: "If members also sit on the trust board, this reduces the objectivity with which the members can exercise their powers. Where a member is also a trustee, they do not have and should not seek to have greater influence than other trustees." A members' group made up of the chair of trustees and two of the chair's colleagues cannot credibly decide whether the chair should stay.

Members do not take the board's legal duties from it. The guide says trustees can delegate certain powers, but "they cannot give up their legal duties to a third party – even to the members". Nor do members direct the trust day to day: under the DfE's model articles (article 93) the business of the trust "shall be managed by the Trustees", subject to the Companies Act, the articles and "any directions given by special resolution" – a power members use rarely, and only for good reason.

What members can do, and how they do it

Members act by resolution, at a general meeting or in writing, and their main powers come from the articles and the Companies Act 2006:

1. Appoint trustees, as the articles allow; the model articles let members appoint trustees by ordinary resolution, and appoint the chief executive or principal as a trustee if they agree to act.
2. Remove trustees. The governance guide says members have powers to "remove any or all serving trustees" under the Companies Act. Under section 168 of the Companies Act 2006 a company "may by ordinary resolution at a meeting remove a director", special notice is required, and section 288 says such a resolution may not be passed as a written resolution: it needs a meeting.
3. Amend the articles. Section 21 of the Companies Act lets a company amend its articles by special resolution – a majority of not less than 75% – subject, for a charity, to the Charities Act 2011. The model articles forbid any change that would stop the trust being a charity.
4. Appoint and remove members: under the model articles, existing members can appoint additional members by special resolution, and a sponsor or foundation can appoint and remove the members it is entitled to appoint.
5. Appoint the external auditor, which the handbook says is done "by the members, other than where the Companies Act permits the trustees to appoint" (4.5); proposals to remove the auditor early "must require a majority vote of the members, who must provide reasons for their decision to the board" (4.7).
6. Hold the board to account at the annual general meeting and, where needed, by requiring the trustees to convene a general meeting "at which trustees may speak but not vote", in the governance guide's words.

Annual general meetings depend on the articles. The governance guide says they are "mandatory in the mainstream and Church of England model articles", and the mainstream model requires one each academy financial year, with no more than fifteen months between them. Members "may want to use an AGM to review the trust's annual audited accounts and broader issues of trust governance with the board". Whatever the articles say, members exercise their powers under article 16A of the model articles "in good faith", in the way most likely "to further the Objects of the Academy Trust" – not for the interests of the person or body that appointed them.

Who can be a member, and the checks

The articles say who the members are. In the DfE model, they are the signatories to the memorandum, any sponsor or foundation body entitled to be one, the people that body appoints, and anyone the members appoint by special resolution. In a church academy trust the diocese or other religious authority may appoint members and trustees, and the governance guide says those appointed "have a duty to preserve and develop the character of the trust, including any religious character".

Composition rules, from the handbook and the governance guide:

• Numbers. At least three; five or more preferred, because it "reduces the risks of concentrating power" and "ensures members can take decisions through special resolution without requiring unanimity".
• Independence. No employees; a majority who are not trustees; and "No more than 19.9% of members can be local authority associated persons".
• Suitability. Not subject to a section 128 direction, and not disqualified under the articles; the model articles end a person's membership on, among other things, bankruptcy, a serious criminal offence or employment by the trust.
• Checks. The handbook says members, trustees and committee members "must also have an enhanced DBS certificate, which does not include a barred list check (unless they also engage in regulated activity)" (1.58). The governance guide lists the checks on members and trustees as an enhanced DBS check, "confirmation of the individual's identity", "a section 128 check", "confirmation of the right to work in the UK" and overseas checks where relevant.

Good members bring distance and judgement rather than operational knowledge: people who can read an audited annual report, ask whether the board has the skills it needs, and act if governance fails. The governance guide points to the Confederation of School Trusts for more on the qualities of a member.

The records a trust keeps of its members

Because members are few and meet rarely, the records about them are often thin. The law and the handbook require more than most trusts keep:

• The register of members. Section 113 of the Companies Act says "Every company must keep a register of its members", with each member's details, the date they were registered and the date any person ceased to be a member. The model articles require every new member to "sign a written consent to become a Member and sign the register of Members".
• The register of people with significant control. The governance guide says trusts "must keep a register of individuals that have control of the trust (persons with significant control, usually members in this context)" and disclose certain information to Companies House.
• Resolutions and minutes. Under section 355 of the Companies Act, every company must keep "copies of all resolutions of members passed otherwise than at general meetings" and "minutes of all proceedings of general meetings" for at least ten years, and section 358 makes them open to any member's inspection without charge.
• The register of interests. The handbook requires a register of business and financial interests covering "(as a minimum) members, trustees, local governors and senior employees" (1.51), including interests from close family relationships (1.53), published on the trust's website (1.55).
• Published details. The DfE's guidance on what academies must publish online lists "the names of trust members and academy trustees", and the handbook requires the structure and remit of the members to be published as part of the scheme of delegation (1.55).
• Notifications. Changes to members must be notified to the DfE through Get Information about Schools "within 14 calendar days of the change", with the website and Companies House updated accordingly (2.54 to 2.57).
• Checks. The date and outcome of each member's DBS, identity, right-to-work and section 128 checks, kept as the trust's safer recruitment policy sets out.

Members are also related parties under the handbook, so any contract with a member or their relative or business is caught by the related party rules our guide to the Academy trust handbook covers.

The members' decision made in a group chat

Members are designed to be distant, and that is how they come to make decisions by message. The chair of trustees texts the members after a difficult Ofsted report to "keep you in the loop". One member suggests in the members' group chat that it may be time for a new chair; two others agree with a thumbs-up. The governance professional circulates a resolution to appoint a new trustee and three members reply "fine by me" in the same chat.

Company law is unforgiving here. A member signifies agreement to a written resolution only when the trust receives from that member "an authenticated document" identifying the resolution and "indicating his agreement to the resolution", sent "in hard copy form or in electronic form" (section 296 of the Companies Act 2006). Whether a reply in a group chat meets that test depends on how the resolution was circulated and what the articles allow; a thumbs-up under somebody else's message is hard to read as one. And members removing a trustee under section 168 cannot do it by written resolution at all. Meanwhile the conversation in which members formed a view about the chair – the one an external reviewer of governance, the DfE or a tribunal might later ask about – sits on five personal phones. Section 355 requires the trust to keep its members' resolutions and general meeting minutes for ten years, and a decision formed in a chat reaches neither.

Members are entitled to talk to each other, and a trust whose members discuss its governance is healthier than one whose members never do. The discipline is to treat the chat as discussion, never as decision: resolutions go through the governance professional, in the form the articles and the Act require, and are recorded. Where members do talk between meetings, a channel the trust controls is better than a consumer group on personal phones. ComplyChat is designed for that: members without a trust email account join with a mobile number verified by SMS, everyone added is told the channel is on the record, and on paid plans the lasting record files into the trust's own Microsoft 365 once its tenant is connected. It is not a way to pass a written resolution.

A question for the next members' meeting or AGM: could the trust show, from its own records, how the members reached each decision they took this year – and is any of it in a chat the trust cannot see?

Questions people ask

What is the difference between members and trustees?

Members are the guardians of an academy trust's constitution, similar to shareholders: they appoint and can remove trustees, can amend the articles and receive the audited accounts. Trustees form the board that runs the trust and are its company directors and charity trustees. The Academy trust handbook 2026 says the majority of members should not also be trustees (paragraph 1.6), and the DfE's governance guide says "members do not undertake the trustees' role".

What are the responsibilities of members in an academy trust?

Members must exercise their powers to further the trust's charitable object, assure themselves that the board is governing effectively, and use their powers "to step in if governance is failing", in the handbook's words (1.7). In practice that means appointing and, where necessary, removing trustees, approving changes to the articles, appointing the auditor, and receiving and questioning the audited annual report and accounts.

How many members does an academy trust need?

An academy trust must have at least three members and should have five or more, under paragraph 1.3 of the Academy trust handbook 2026. The DfE's governance guide says five or more provides a wider range of perspectives, reduces the risk of concentrating power and lets members pass a special resolution without unanimity.

Can an academy trust member also be a trustee?

Yes, but the majority of members should not also be trustees (Academy trust handbook 2026, paragraph 1.6). A member who is also a trustee should not seek greater influence than other trustees, and no member may be an employee of the trust (paragraph 1.5).

Official guidance and your next step

The primary sources are the Academy trust handbook 2026 (paragraphs 1.2 to 1.7, 1.51 to 1.58, 2.54 to 2.57 and 4.4 to 4.7), section 4.2 of the DfE's Academy trust governance guide, the DfE's model articles of association and the Companies Act 2006. Your trust's own articles decide the detail and override any general description, including this one; older trusts often have articles that predate the current model. Quotations are from those documents as read on 3 October 2026.

This guide is a practical summary for academy trusts in England, not legal advice. Take advice from the trust's solicitor before removing a trustee or member, amending the articles or passing any resolution whose validity might be challenged.

Then do one thing: ask the governance professional for the register of members, the signed consents and the last three years of members' resolutions and AGM minutes, and check that each member listed on the website and on Get Information about Schools matches the register.