the corporation in action
The statutory parametersMost further education colleges were incorporated by statute through the Further and Higher Education Act 1992 (FHEA1992)) and required to comply with the statutory Instrument and Articles of Government. Following the Learning and Skills Act 2000 the statutory Instrument and Articles were revised. The DfES are currently reviewing the Instrument and Articles in order to bring in line with other recent changes to legislation. The Instrument is mainly about composition and membership of the governing body and the Articles are mainly about procedure. They are similar to the Memorandum and Articles of Association that govern the activities of limited companies. A few colleges are unincorporated and have a different legal status, most of which are charitable trusts. The FHEA 1992 conferred charitable status to all colleges in order to reduce the burden of taxation. Most are exempt charities and this has had the effect of imposing a greater duty of diligence and care than the directors of a limited company without being subject to other stringent controls of the Charity Commission. However, colleges that are charitable trusts, are registered charities and therefore are subject to the rules of the Charity Commission in full. There are very precise rules about the composition of the FE Corporation, or governing body. There must be a member from the student body. There must a member from the body of staff employed in the college. Sixth form colleges must have a parent governor. Business members must make up one third of total membership. There must be a member nominated from a suitable community body and there is some scope for the inclusion of co-opted members. Numbers in total will vary between twelve and twenty. However, these figures are likely to change as a result of the current review. The various member categories are an attempt to ensure the wider interests of the community will be reflected around the table without the imposition of any kind of mandate. Acting Ultra ViresThe statutory instrument of government also prescribes that the quoracy for committees and for the meetings of the Corporation should be 40% of the total number of member places to the nearest rounded up whole number. The Clerk to the Corporation should be keeping a careful watch to ensure that numbers never fall below these minima. This can sometimes be difficult as there are a few occasions when perhaps staff or student members may be asked to leave the meeting or another member may feel it prudent to withdraw because of an apparent conflict of interest, and if that leaves the meeting inquorate it must cease immediately. Any decision taken by an inquorate meeting is ultra vires and therefore has no effect. And of course there are no shareholders, as in a company, who could be called on to ratify such decisions. This could have very serious consequences and could potentially result in your becoming personally liable if things go wrong. Most colleges will insure their corporation members against this possibility. The committeesThe governing body is supported by a number of committees and because it is able to decide these matters independently, the number and types of committees varies. The governing body must have three committees, the search committee, the audit committee and the special committee but it may wish to create further committees to take on some of the workload. So, for example, there may be other committees such as:
There is a view that all such committees should be advisory to the governing body and that the governing body should take all decisions. Others are concerned that committees focussing on specific issues, such as human resources, are effectively helping college managers to do their job, which is not the function of the governors. |
