Thomson Snell & Passmore were instructed by a multi-academy trust to assist in the removal of a trustee who had breached the Nolan principles of governance. They had not only broken the rule of integrity, but had also placed improper pressure on another trustee not to stand in their way of being re-elected.
Whilst the other trustees were confident of their case against the errant trustee, they were unsure about the process of removing him. They needed advice on procedural requirements, evidential thresholds, and the voting process. There was also the added complication that some of the trustees were not able to vote on the matter due to their working relationship with the trustee in question and the potential conflict of interest it raised. Nick Hobden carefully talked the trust through the process, pinpointing each provision in the constitution of the trust (Articles) which was relevant here. Unbeknown to the trust, Nick explained that the process of removing someone as trustee and member of the company were two separate issues and different requirements were needed for both.
At a subsequent meeting, the allegations were read out to the trustee concerned and he accepted wrongdoing and resigned his office, a day later.
As the matter drew to a close, Nick advised on whether specific trustees could provide a reference for the departing employee. A specific trustee felt uncomfortable providing a reference, particularly as some of the allegations made against the former employee were still unanswered. Nick explained that any requests for a reference should be directed to the Trust and the Chair of Trust should give a bland reference simply stating the length of service. Following this, the trustees should not give any reference in their professional capacity and, if they were to give a reference, it should be given purely in their personal capacity. Nick explained that disclosing too much detail could give rise to a claim for negligent misstatement.
The client was very happy with the outcome.