Committee/Trustees/Directors

[AnonyMouse_71883]

Evening

 

I am the new chair of a committee run pre school. Limited by guarantee company and also registered charity.

 

We have a management committee of volunteer parents all of which have their DBS/EY2 with Ofsted. Our committee members/trustees are also registered with the Charity Commission.

 

I believe the management committee may also have to be registered as directors on companies house. Currently our three main officers are listed. Could you advise if this is the case that ALL individuals on our committee are listed as directors.....the problem being we may well lose half the committee if they have to be a director of a company.

 

Many of the parents just want to help out with fairs/fundraising so this throws them off.

 

I have asked Ofsted/companies house and they cannot provide an answer.

 

Thanks

[AnonyMouse_30128]

If you are a company and registered as such then your 'committee' are actually trustees not committee. They run the company and therefore must hold the legal duties that this entails...the benefit that comes with being a trustee is that they have limited liability (unlike a committee member). Yes your trustees need to be registered with ofsted and with charities commission and companies house. The number of trustees is set by you (there are some recommendations to this however) so you might chose to only have 3 and the others could form some sort of parent group (PTA/Friends etc) who could be responsible for fund raising /events etc etc) these do not need to registered or dbs checked.

[AnonyMouse_71883]

Thank you.

I am just reading through our memorandum and articles of association and it states.

 

The overall management and control of the Pre-school shall vest in the individual members of its management committee (“the Committee”) who are the company directors and charity trustees of the Pre-school.

 

4.2 The Committee shall consist of :-

 

4.2.1 a Chair, a Treasurer and a Secretary (“the Committee Officers”); and

 

4.2.2 Not less than 2 nor more than 9 elected Members; and

 

4.2.3 If the Committee so decides, not more than 3 Members co-opted by the Committee.

 

So my next question is this....we have 12 committee members that were elected at our last AGM (including chair, treasurer and secretary). According to our governing document the committee are company directors and trustees...understood!

 

If several of these members do not wish to be directors what can we do to keep them on board and keep within our required numbers as per above? Could they be classed as 'members' of the pre school and therefore still attend meetings but wouldn't have a vote?I know of at least four that wouldn't want to be a Director.

 

Personally I think over previous years the committee is sold to parents as a pta type thing and the full extent of responsibility not really understood. I want to make sure we cover all bases yet keep parents involved where they can and want to be.

 

Thanks again for any responses

[AnonyMouse_23964]

It may be worth speaking to ofsted just to double check who they have recorded as committee members. If you read some of the older threads on the forum, you will see that it doesn't always correspond with your details. This would need to be done by the nominated person or other named person.

 

Welcome to the forum!

[AnonyMouse_30128]

if you are a company then you do not have a committee you have directors (trustees of the charity) so under your articles you need 5 directors. I would have no more than that and we say they must be in post for no less than 2 years. The other parents can form any sort of group you fancy! I would suggest that some meeting are directors only (to discuss finances etc)

[AnonyMouse_71883]

It may be worth speaking to ofsted just to double check who they have recorded as committee members. If you read some of the older threads on the forum, you will see that it doesn't always correspond with your details. This would need to be done by the nominated person or other named person.

Welcome to the forum!

Yes I plan to call Ofsted and update once I know who our committee will be. I know that several will step down if they have to become a director of a limited company.

[AnonyMouse_71883]

if you are a company then you do not have a committee you have directors (trustees of the charity) so under your articles you need 5 directors. I would have no more than that and we say they must be in post for no less than 2 years. The other parents can form any sort of group you fancy! I would suggest that some meeting are directors only (to discuss finances etc)

Ok, so at the moment we have three Company directors and the secretary (before this only the chair was Director). All our 'committee' are listed on the Charity commission....I can ask if other 'members' are willing to become directors.

Am I right in then thinking that our 'management committee' as it is worded in our articles would be our directors/trustees only and this is all that needs to be relayed to Ofsted. Any other members wishing to help out with maintenance, fairs, fundraising etc could be normal members and be present at our meetings but they cannot have a vote on matters/excluded from finance discussions etc. Would they need their DBS/EY2.

 

Our outgoing chair was fabulous and left most things ready for me it's just this query regarding directors has jumped out whilst I've been dealing with registering myself. I think I will call The pre school learning alliance for advice as well.

 

Thank you for replies much appreciated and apologies if it feels like I'm asking the same question in different ways. I am going around in circles....

[AnonyMouse_71883]

Me again.

 

So I have spoken to the pre school alliance and of course everything you have said above is correct.

 

I am now going to go to our committee and explain. I think I will lose members but they can of course help out in other ways.

 

As I've only been in this post a matter of weeks, what can I advise people the role of director/trustee means to them on a personal level?Obviously I know it carries a lot of responsibility for the setting, ensuring reports are sent, accounts completed etc.. One parent asked if it would affect their benefits/income. As the role is not paid I thought not although I did read it could be listed on a credit check that you're a director. Would they need to declare it on a personal level?

 

Appreciate you may not know the answers as everyone has different circumstances which are personal to the them.

 

Once again thank you for your advice. This is the only area I seem stuck on.

[AnonyMouse_6721]

Hi

 

Well done for taking on this role. The PLA have loads of information on the roles and responsibilities of the committee members. If you cant find it on the website their publications are good value and include lots of downloads of proformas.

 

Your member on benefits could ask at the job centre. I would have thought not as a volunteer though.

[AnonyMouse_71883]

Thank you. I made a few calls and now know our position much clearer

 

I do have another question, can you clarify if our company secretary should also be a Director. I think yes but wanted another opinion/view.

 

Many Thanks

[AnonyMouse_30128]

The company secretary has a very defined role legally and is not usually a director...not to be confused with a director who acts as a secretary for the company!! I am the company secretary for the pre-school so that I can still retain my nominated person position without being a director! (confused yet???????)

[AnonyMouse_71883]

Thank you. Our constitution states we must have a company secretary so in that case I assume she doesn't need to be listed as a Director also.

 

Very very confused!

[AnonyMouse_71883]

Me again....I have finally got us in the position where we now have all our 'committee' being appointed as director and trustees with the relevant bodies.

 

I'm now back to square one regarding our Secretary. Our constitution states we need a secretary (officers) but not that they have to be the company secretary (I believe these are different). However, the parent that is our secretary is listed as company secretary on companies house. Ofsted state she cannot be a Director if she says the company secretary. Do we need a company secretary??

 

So shall I get her to resign as company secretary, appoint her as a director and have her redo her EY2 with Ofsted OR leave her as company secretary?

 

You may not know the answer as i get that we all run differently but I appreciate your advice

 

Thank you

[AnonyMouse_30128]

Me again....I have finally got us in the position where we now have all our 'committee' being appointed as director and trustees with the relevant bodies.

 

I'm now back to square one regarding our Secretary. Our constitution states we need a secretary (officers) but not that they have to be the company secretary (I believe these are different). However, the parent that is our secretary is listed as company secretary on companies house. Ofsted state she cannot be a Director if she says the company secretary. Do we need a company secretary??

 

So shall I get her to resign as company secretary, appoint her as a director and have her redo her EY2 with Ofsted OR leave her as company secretary?

 

You may not know the answer as i get that we all run differently but I appreciate your advice

 

Thank you

who do you have registered as the nominated person?

[AnonyMouse_71883]

The nominated person are our company directors.

 

We have been previously been running as a 'committee' but speaking to ofsted we need to drop this word really as we are essentially a company with directors. The company is the nominated person.

 

Parents are invited to join the 'company/committee' in a voluntary capacity and required to be a Director/trustee.

 

One of our parents is listed as the Company Secretary....although I think she just needs to be secretary as per our articles/constitution. She takes minutes at meeting etc.

[AnonyMouse_23964]

The 'nominated person' is usually one of your 'registered body' and that person is the main point of contact for Ofsted. In your case I would think that your directors and trustees all form part of the registered body. You can also have up to two 'named persons' who can contact Ofsted but in a limited way.

[AnonyMouse_30128]

The nominated person are our company directors.

 

We have been previously been running as a 'committee' but speaking to ofsted we need to drop this word really as we are essentially a company with directors. The company is the nominated person.

 

Parents are invited to join the 'company/committee' in a voluntary capacity and required to be a Director/trustee.

 

she is the company secretary of our parents is listed as the Company Secretary....although I think she just needs to be secretary as per our articles/constitution. She takes minutes at meeting etc.

that's why I was asking...if she wants to be part of the registered body she must just be the secretary . The company secretary is a different position. As long as you are not the nominated person then this is not an issue. You do not need a company secretary for the way you are set up. Elect her as the secretary and take her off as CS.

[AnonyMouse_71883]

that's why I was asking...if she wants to be part of the registered body she must just be the secretary . The company secretary is a different position. As long as you are not the nominated person then this is not an issue. You do not need a company secretary for the way you are set up. Elect her as the secretary and take her off as CS.

Thank you. This is what I thought....I think it's just confusion over the two roles, sound very similar but different.

Edited December 2, 2016 by C1403

[AnonyMouse_71883]

This issue has reared its ugly head again.....kind of.

 

Our bank have asked that all Directors named on Companies House complete a New Dirctor form that requires a credit check. Some of our Trustees/Directors are concerned by this as obviously their personal circumstances are their business.

 

Has anyone dealt with similar?

 

I'm really starting to get concerned that the amount of responsibility and regulation required is going to put parents off joining, I know I wish I hadn't but feel I need to stick it out.

[Guest]

This issue has reared its ugly head again.....kind of.

 

Our bank have asked that all Directors named on Companies House complete a New Dirctor form that requires a credit check. Some of our Trustees/Directors are concerned by this as obviously their personal circumstances are their business.

 

Has anyone dealt with similar?

 

I'm really starting to get concerned that the amount of responsibility and regulation required is going to put parents off joining, I know I wish I hadn't but feel I need to stick it out.

Agree

[Guest]

Its a mine field keeping parent/committee members and its getting worse. We found out today that there is now only the nominated person registered as committee member others have left. We are trying hard to get more involved but its difficult and now we have only 3 members who are doing ey 2 forms asap....what do we do if we cant get people on board.......

[AnonyMouse_23964]

What does your constition say. We went through this and ended up with staff on committee as temporary measure until more parents were prepared to join.

[AnonyMouse_71883]

You need to read your constituton document or contact PLA for advice if you're a member. Ours states if you don't have the right number of trustees you could have to close temporarily.

Good luck