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Impington Village College

FGB Minutes 19-07-16

GENERAL MEETING OF THE MEMBERS & FULL GOVERNING BODY

Tuesday 19 July 2016 at 6.00 pm in the Library

Present: David Jenkins (Vice Chairman), Rob Campbell (Executive Principal), Brian Harrison, Elizabeth Sadler, Simon Guest, Suzy Offord, Stephanie Norris and Claire Beressi-Jones.

In Attendance: Fran Difranco (Director of Finance & Resources [DFR]) and Joe Greenway (Clerk).

The Vice Chairman opened the meeting at 6.00pm precisely.

Apologies

Apologies were received from Martin Rigby (Chairman), Kate Brierton, Alan Rodger, Huw Jones, Rachel Pegg, Karen Momber, Valerie Hastings, Jake Reynolds and Julian Mellor.

The Clerk informed the meeting that he had received completed proxy vote forms from 5 of those members who gave their apologies.

Opening Remarks

The Vice Chairman asked the Clerk to remind Members of the quoracy rules for the meeting.  The Clerk referred to Article 23 of the current articles of association which states that:

No business shall be transacted at any meeting unless a quorum is present.  A Member counts towards the quorum by being present either in person or by proxy.  Two persons entitled to vote upon the business to be transacted, each being a Member or a proxy of a Member or a duly authorised representative of a Member organisation shall constitute a quorum.

The Clerk confirmed that the meeting was quorate.

2   Special Resolution 1

The Vice Chairman asked the DFR to briefly summarise the reasons behind the special resolution.  The DFR reminded Members that the current articles needed to be amended so that the trust could become a Multi Academy Trust.  The Vice Chairman called for questions from Members.  There being none he called for a vote on the Special Resolution 1 which was:

  1. to adopt new articles of association of the Company in substitution for, and to the exclusion of, the Company’s existing articles of association.

Decision: The resolution was adopted unanimously.

2   Special Resolution 2

The Vice Chairman asked the Executive Principal to briefly summarise the reasons behind the special resolution.  The Executive Principal advised Members that the Executive Committee wished to maintain the link with Henry Morris.  The Vice Chairman called for questions from Members.  There being none he called for a vote on the Special Resolution 2 which was:

2.   approve that the registered name of the Company be changed to the Morris Education Trust.

Decision: The resolution was adopted unanimously.

3    Ordinary Resolution

The Vice Chairman advised Members that, other than the Chairman the Executive Committee had decided not to become Founding Members.  This allowed all the remaining non-staff members to become Founding Members.  The Vice Chairman called for questions from Members.  There being none he called for a vote on the Ordinary Resolution which was:

3.  subject to the adoption of the amended articles of association above, the individuals listed on the attached Resolutions Form be appointed as the Founding Members of the multi academy trust in accordance with article 12.
Decision: The resolution was adopted unanimously.
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The Clerk reminded members that all the resolutions just adopted were conditional resolutions, that is, they were NOT immediately effective.  This would only take place once conversion to a MAT was approved by the RSC and any other necessary government department.

AoB

1.   Special School Application

The DFR circulated a form to those Members present asking them to complete and return to him.  Information given on the form is required to be submitted with the application and is to ensure due diligence is undertaken by those bodies who will approve the establishment of a new school.  The DFR confirmed that any personal information given by Members would be destroyed.

2.   Local Governing Body

The Clerk advised Members that, if, as expected, the conditions for approval of the resolutions occur over the summer, the first meeting of the Local Governing Body of IVC will take place on Tuesday 27 September 2016 at the College.

There being no other business the Vice Chairman closed the meeting at 6.09pm.