These bylaws of Tower Hamlets Education Partnership (“THE Partnership” or the “Company”) were approved by the directors on 15 January 2018 pursuant to article 63 of the articles of association of the Company (the “Articles”).
A term defined in the Articles shall bear the same meaning when used in these Bylaws, unless otherwise specified. The interpretation provisions set out in Articles 1.2 to 1.9 shall apply to these Bylaws.
1. ADMISSION OF MEMBERS
1.1 Article 28.2 provides that no person shall become a member of the Company unless the directors have approved that person’s application for membership.
1.2 The directors will only approve an application for membership from:
1.2.1 an individual school (in particular, a single integrated institution with its own Unique Reference Number (URN) and which is regarded as such for inspection and formula funding purposes); or
1.2.2 the London Borough of Tower Hamlets (the “Local Authority”).
1.3 In general, the directors will approve an application for membership from any publicly-funded school (regardless of legal form) located within the London Borough of Tower Hamlets that they believe (in their sole discretion) adheres to THE Partnership’s values. For the avoidance of doubt, the directors will not reject an application for membership based solely on the legal form of the school that has applied (i.e. because it is a maintained school, an academy or a free school).
1.4 In general, the directors will not approve an application for membership from any school other than one described in paragraph 1.3. However, these schools are likely to be eligible for associate membership (see section 3 below).
1.5 Article 28.3 provides that, for so long as regulation 5(1) of the School Companies Regulations applies to the Company, only a person permitted to be a member in accordance with the provisions of that regulation may become a member. Accordingly, directors must check that an applicant is one of the following permitted persons pursuant to regulation 5(2) of the School Companies Regulations:
1.5.1 the governing body of a maintained school;
1.5.2 a local authority in England;
1.5.3 the proprietor of an independent school or the governing body of an independent school (if the governing body has legal personality), which provides full-time education for five or more pupils of compulsory school age;
1.5.4 a company which has as a significant proportion of its business the provision of education or educational or ancillary services or goods;
1.5.5 the governing body of a further or higher education institution (within the meaning of section 90(1) of the Further and Higher Education Act 1992) if it has legal personality; or
1.5.6 an individual – other than one who is excluded by Schedule 1 of the School Companies Regulations.
1.6 Article 28.4 provides that membership is not transferable.
2. REMOVING A MEMBER
2.1 Article 29.3 provides that the directors may remove a member at any time by giving notice to the member.
2.2 The directors will only remove a member pursuant to Article 29.3 in exceptional circumstances, and after following the process set out below:
2.2.1 the directors notify the relevant member that the directors do not believe that the member should continue as a member and reasons for this belief (for example, the member is not adhering to the values of THE Partnership);
2.2.2 the member has 60 days to remedy its shortcomings and/or explain in writing to the directors why the directors’ concerns were unfounded;
2.2.3 thereafter, the directors invite the Head and Chair of Governors of the member to a meeting to discuss the situation; and
2.2.4 only after this meeting can the directors remove the school from membership.
3. ASSOCIATE MEMBERS
3.1 Associate members are not members of the Company for the purposes of the Articles or otherwise as a matter of law.
3.2 Subject to paragraph 3.7, any person who is not eligible to become, or is not accepted as, a member may become an associate member.
3.3 No person shall become an associate member unless:
3.3.1 that person has completed an application for associate membership in a form approved by the directors; and
3.3.2 the directors have approved the application.
3.4 In general, the directors will approve an application for associate membership from:
3.4.1 any school (whether publicly- or privately-funded) that is not eligible to become a member and that they believe (in their sole discretion) adheres to most or all of THE Partnership’s values; and
3.4.2 any person that owns or manages a multi-academy trust or an academy chain which contains an individual school that is a member of the Company and that they believe (in their sole discretion) adheres to THE Partnership’s values.
3.5 The directors will only approve an application for associate membership from any other person if they believe (in their sole discretion) that the person adheres to most or all of THE Partnership’s values and that it would be in the best interests of the Company to have that person as an associate member.
3.6 In general, the directors will not approve an application for associate membership from a publicly-funded school located within the London Borough of Tower Hamlets. To put it another way, a school that is eligible for membership should not become an associate member in order to access the benefits provided to members without paying the full membership fees.
3.7 The directors may remove an associate member if they believe (in their sole discretion) that they have reasonable grounds for doing so. They do not have to follow any process.
3.8 In general, pursuant to Article 41.2, the chair of each general meeting of the Company will permit associate members to attend and speak at that general meeting. For the avoidance of doubt, an associate member has no right to vote at any general meeting.
3.9 Associate membership is not transferable.
4. ADVISORY COUNCIL
4.1 The Advisory Council should include:
4.1.1 headteachers and governors from schools within the London Borough of Tower Hamlets; and
4.1.2 representatives from the Tower Hamlets Parents’ Advisory Council, associate members, the Local Authority, faith organisations and trade unions.
The precise composition, and the detailed mechanism for selecting members, will be agreed between the Advisory Council and the directors from time to time.
4.2 The Advisory Council will be chaired by a director of THE Partnership who is nominated, from time to time, by the directors of THE Partnership.
4.3 The Advisory Council should meet at least once per term (generally ahead of the directors’ meeting) to:
4.3.1 advise on the direction and delivery of THE Partnership’s work;
4.3.2 give feedback on new ideas and developments, as requested by the directors; and
4.3.3 help solve any problems facing THE Partnership from time to time.
4.4 The Executive Director of THE Partnership will attend meetings of the Advisory Council.
4.5 The Executive Director and, if he or she is a director of THE Partnership, the Chair of the Advisory Council will convey the views of the Advisory Council to the directors of THE Partnership. To the extent consistent with their legal duties, the directors must take the Advisory Council’s views into account.
5.1 Each member (other than the Local Authority) must pay a fee for each year commencing on 1 April and ending on the following 31 March. The fee is payable at the start of each such year.
5.2 The fee for the year from 1 April 2017 to 31 March 2018 is £5 per pupil. The directors will review, and may revise, the fee each year.
5.3 Members (other than the Local Authority) may take advantage of additional services provided by (or via) THE Partnership. These services are priced and charged separately
15 January 2018