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Our Constitution

1.  Name
1.1  The name of the Association is the Herefordshire Governors' Association [and abbreviated as        HGA] hereinafter referred to as “the Association”. 

2.  Objectives of the Association

2.1 To assist governing boards in protecting and promoting the best possible education and outcome for every child through best practice leadership

​2.2 To further good working relationships between governing boards, schools, and other relevant bodies

2.3 To liaise with relevant parties on key issues in education

​2.4 To liaise with relevant parties to ensure training provision is viable, and is as accessible to as many governors & clerks as possible

2.5 To provide a vehicle for expressing and representing the collective views of governors and governing boards in and around Herefordshire

2.6 To operate as a completely Independent organisation, whilst maintaining affiliation to the National Governors’ Association and other relevant national organisations

​2.7 To represent and act on behalf of members when it is appropriate to do so, to ensure as far as possible that no governor, clerk or governing board is disadvantaged or treated unfairly

3.  Membership of the Association

3.1  Membership shall be open to schools of all categories operating with a board of governors (including Trustee governors) subject to payment of any Annual Subscription fee; the fee level and terms to be determined by the Executive Committee (see Section 5 below).

3.2  Individual governors/trustees shall be members by virtue of being members of a governing board in membership of the Association. The term ‘Governor’ may in equal part apply to ‘maintained school governor’ and ‘academy trustee governor’.

3.3  Honorary, non-voting membership of the Association may be offered to other appropriate and relevant bodies at the discretion of the Executive Committee, subject to any policy of the Association. 

4.  Meetings of the Association

4.1  Full meetings of the Association shall be referred to as HGA Members’ Meetings or Governors’ Forums or Seminars.

4.2 These meetings will be open to Association Members (as defined in Sections 3.1 and 3.2).

4.3 Honorary members, Guests (including Local Authority officers) and Governors/Representatives of any non-subscribed schools, may be invited to attend a Governors' Forum only by resolution of the Committee; such invited guests maintain non-voting status only.

4.4 Ideally there shall be at least two Governors’ Forums a year:
(i)  The Annual general Meeting (AGM) at which business of a constitutional nature shall be considered, and;

(ii) A second for the consideration of educational issues of general interest.

4.5  Extra-ordinary or Emergency General Meetings (EGM) may be called, to consider special and/or immediate concerns, either by the Executive Committee or at the request of 15% of member schools.

4.6 Additional Governors’ Forums may be called at the discretion of the Executive Committee.

4.7 The agenda for each Governors' Forum (including the AGM and any EGMs) shall be drawn up by the Executive Committee (see 5) and shall be made available at least 7 days prior to the meeting to member schools. In exceptional emergency situations the requirement of 7 days’ notice may be waivered.

4.8 The agenda for the AGM will include any resolutions/motions from governing boards which have been submitted to the Executive Committee not less than two weeks prior to the AGM. Submissions after this time may be refused, or deferred to the next AGM.

4.9 Motions must normally be tabled by the Executive Committee. Motions from the floor will not be considered unless in exceptional circumstances (in that it would have been impossible to table the motion prior to the AGM/Forum, and the motion is of such importance that to defer the motion would cause detriment to the Association)

4.10  The AGM/Forum shall be chaired by the Chief Executive Officer of the Association, or, in their absence, the President, or in their absence a member of the Executive, or a member elected by the meeting.

4.11  Quoracy: The  AGM shall be deemed quorate so long as there is representation of at least 3% (or in the case of an EGM, 1% ) of subscribed governing boards in attendance.

4.12  Decisions shall be made by a simple majority of those present and voting. In the event of a tie the person in the Chair shall have a second and casting vote.

5.  The Executive Committee

5.1.   Between AGMs, the affairs of the HGA shall be managed by an Executive Committee.

5.2    The maximum number of members of the Executive Committee (hereafter known as the Executive) shall be seven; of whom up to four shall be elected (subject to (i) below); and up to four appointed (subject to (ii) below). 

(i) The elected members of the Executive Committee shall be elected at the AGM and must, on the day of election, be serving governors of paid member schools. If, after election, an elected Executive member ceases to be a governor and remains so for more than twelve months then s/he will automatically cease to be an Elected Executive member. The term of office for an elected Executive member is no more than four years without re-election.

(ii) Appointed members will be appointed by the serving Executive to fill identified skills gaps among the elected members. Persons must be appointed on the basis of appropriate skills whether or not he/she is a serving governor. Non-governors will by virtue of their appointment become members of the Association.  The term of office of an appointed Executive member is no more than four years without re-appointment.

(iii) In the event of an elected-member Vacancy, the serving Executive may appoint in lieu a person (who may or may not be a serving governor) to temporarily fill the vacancy and that person will remain in office until the next AGM. Such appointments to be in addition to Appointed Members as defined in(ii) above.

5.3  The Executive shall meet as necessary with meetings called by the Clerk or the Chief Executive Officer; or at the request of 3 Executive members.

5.4  All members of the Executive Committee have equal status. In the event of tied voting, the Chief Executive Officer has a casting vote except in the appointment of the Chief Executive Officer.

5.5  A quorum of the Executive shall be one third of its serving members.

5.6  In addition to the seven members of the Executive, the Executive may appoint honorary, non-voting Associates to the Committee as it sees fit.

6.  Officers

6.1 At the AGM, (and following any due elections/appointments to the Executive, see 5.2), the Association shall elect Officers, who shall be drawn from the Executive Committee, and will include a President, Secretary and Finance Manager. These posts shall be for a four yearly term of office expiring immediately after the election at the following AGM. Only members of the Executive Committee can stand for election as Officers.

6.2 As Officers are elected from members of the Executive Committee, the election for the posts for President, Secretary and Finance Manager at the AGM must, where due, take place after any due elections/appointments to the Executive Committee.

6.3 The Executive Committee will appoint from amongst the Committee members the Chief Executive Officer and may create by appointment other officer roles from amongst the Executive Committee membership, for a period of office of no more than four years without re-appointment. Such appointment/s made by the Executive may take place at the AGM or at a subsequent meeting of the Executive following a skills and experience audit.

6.4 The Officers of the Association shall by default be the Officers of the Executive.
Should an Officer cease to be a member of the Executive, then he/she automatically also ceases to be an Officer of the Association.

7. Secretariat

7.1 The Executive may appoint and may remunerate such persons including in an officer role as they deem necessary to perform the administrative and operational tasks of the Association.

8.  Finance

8.1 The Association shall, as necessary, maintain a bank account in the name of the Association, withdrawals to be made on the signature of two nominated Executive Members.

8.2  All monies shall be applied to further the Objects of the Association including reasonable out of pocket expenses incurred by Officers of the Association.

8.3 The financial year will run from 1st September to the following 31st August.

8.4 The Executive shall require the accounts to be independently checked and verified at the end of each financial year; a summary of the checked accounts will then be presented to the next following AGM.

9. Representation on other Bodies
9.1  Where the Association is invited to nominate representatives onto other bodies, such persons (and their reserves where the constitution of the other body allows) shall be elected by the Executive.

10. Affiliation
10.1 The Association may affiliate with the National Governors' Association, and additionally, with any other body whose objects are deemed consistent with the objects of the Association. 

11. Alterations to the Constitution
11.1 Alterations to the Constitution shall be approved by a quorate AGM or EGM. 

12. Dissolution
12.1 If the Executive decides by a simple majority to propose the dissolution of the Association, it may call an extra-ordinary or (if time appropriate) annual general meeting of members. If a simple majority of those attending the meeting agree, the Association shall be dissolved with immediate effect or with effect from a date decided by the Executive, at the discretion of the Executive. If the meeting is inquorate a further meeting shall be called, not less than a month after the first. If that second meeting is inquorate, the Association shall be deemed to be dissolved, either with immediate effect or with effective from a date decided by the Executive to allow management of the dissolution. Any assets shall be transferred to some other non-profit making body having objects similar to those of the Association as the Executive shall determine.

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