Clare’s Conflict of Interest with Lumen Christi Academy’s Articles of Association

It is quite clear that the Clare Madden vote here and here and here on the change for the Christmas term dates was in direct contradiction to the Lumen Christi Academy Company Articles of Association ‘Conflicts of Interest’ section 97-98 (page 28).

Quick look at the definitions in this…(page 3-h)
h. “the Company”means save as otherwise defined at Article 6.9 the company intended to be regulated by these Articles
and referred to in Article 2
Quick look at 6.9… (page 11)
6.9. In Articles 6.2-6.9:
(a) “company” shall include any company in which the
Company:
       (i) holds more than 50% of the shares; or
       (ii) controls more than 50% of the voting rights attached to the shares; or
       (iii) has the right to appoint one or more directors to the board of that company.
(b) “Director” shall include any child, stepchild, parent, grandchild, grandparent, brother, sister or spouse of the Director or any person living with the Director as his or her partner.
Anyway we know Clare Madden is a director – that is established. We didn’t realise however that her offspring were also subject to a woolly reference of being a director! Umm…
Quick lets look at the section on Conflicts of Interest…

Birmingham Archdiocese Catholic Multi Academy Model Articles
21.05.13
221956.1/3920290

CONFLICTS OF INTEREST
97. Any Director who has or can have any direct or indirect duty or personal interest (including but not limited to any Personal Financial Interest) which conflicts or may conflict with his duties as a Director shall disclose that fact to the Directors as soon as he becomes aware of it. A Director must absent himself from any discussions of the Directors in which it is possible that a conflict will arise between his duty to act solely in the interests of the Company and any duty or personal interest (including but not limited to any Personal Financial Interest).

98. For the purpose of Article 97, a Director has a Personal Financial Interest in the employment or remuneration of, or the provision of any other benefit to, that Director as permitted by and as defined by Articles 6.5-6.9.

Err…

We’ve got these words ringing in our ears. Mummy mummy can we spend Christmas with you in 2016. Sure offspring no problem were all directors anyway… For our own sanity lets just gloss over this.

We are not lawyers but we have spoken to a nuclear physicist and we imagine the only possible reason for a legal definition that describes YOUR siblings, children or partners as a director (section 6.9 b) because YOU are a director is to STOP conflicts of interest under section 97 of the Articles of Association.

This is a personal conflict of interest – her children go to a Catholic school which also changed the dates. It is RECORDED that she suggested the change and if you were a lawyer you would argue it’s a conflict of interest.

The Lumen Christi Academy Company was setup using the Birmingham Archdiocese Catholic Multi Academy Model Articles for the memorandum and articles of association so they could enter into a funding agreement with the Secretary of State.

You must adhere to the articles of association in the operation and governance of your MAC. You must be regulated.

The articles of association set out the internal management, decision making and running of the academy trust and its liability. The articles of association will be added as an annex to the funding agreement you must sign before you can open your academy school under the Companies Act 2006.

At a minimum we see it they are in breech of their agreement with Education Funding Agency (EFA). The EFA Complaints procedure can be read here

Here is a recent example of a Financial Conflict of Interest at an Academy School in Birmingham.

Note to parents: Ensure your offspring become lawyers!

 

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