TSSMAT Members play a limited but crucial role in safeguarding TSSMAT governance. They ensure they do not stray into undertaking our Director's roles, whilst assuring themselves that the governance of our Trust is effective, that Directors are acting in accordance with TSSMAT's charitable objects, and that they, the Members, use their powers to step in if governance is failing. TSSMAT was founded by Members, who then appointed additional Members to join them. The first Members were the signatories to the Memorandum of Association which was drawn up when the Trust was first established. These first Members agreed the Trust's first Articles of Association, which included the Trust's charitable purpose.
Our Members are not invovled in the day to day business of the Trust, and ensure they do not assume the powers of the Directors. However, they do have an important role, based on a number of key powers set out in the Articles of Association, and in company law. In the case of our Trust, as a Church Trust, the role of the Members is set out in the appropriate Church's model Articles of Association. These include powers to appoint and remove the Board, and direct the Directors to act in certain circumstances.
Our Members have a general duty to exercise their powers to further TSSMAT's charitable objects and also ensure that the religious character of the Church academy is reserved and developed as part of ensuring the charitable objects of the Trust are met.
It is essential that our Members are aware of the powers available to them, and know when and how to use those powers effectively.
Powers of Members.
Our Members help to ensure that TSSMAT Directors are exercising effective governance by:
- Appointing and removing Directors. Members can appoint and remove any or all serving Directors.
- Appointing and removing Members. There must always be a minimum of 3 Members. Members can appoint new Members and remove existing Members except: the foundation/sponsor body or related body, e.g. religious body, and any Members appointed by the foundation/sponsor.
- Directing Directors. Members can, by special resolution, direct Directors to take a specific action where Directors are unable or unwilling to act in the best interests of the Trust. Members should consider using this power if they believe the Board is failing to carry out it's core functions, or is acting unlawfully. Other examples of when Members might consider issuing a directive to Directors include where they believe an external review of governance should be carried out and the Directors have not done so, where the Board has failed to act on child safeguarding, or where the Trust is in breach of it's funding agreement.
- Amending the Trust's Articles of Association. Members can amend the Articles of Association (including the objects clause) subject to any restrictions in the Articles, the funding agreement or charity and company law. Members can also change the name of the Trust or wind it up. Trusts must gain permission from the Charity Commission for changes to some clauses; these are known as regulated amendments. These clauses relate to the Trust's charitable object, benefits and arrangements on dissolution or winding up of the Trust.
- Appointing and removing Auditors. Members appoint the Trust's auditors and will recieve and review (but do not have to sign off) the Trust's annual audited accounts (subject to the Compoanises Act).