The Governing Body of Charterhouse School has made a Statute amending the School’s Statutes in the terms appended hereto, and the same is hereby published in The London Gazette as required by the above-named Act.

Any person or body corporate authorised by the said Act, may, within two months after publication hereof, petition Her Majesty in Council to withhold Her approval from the whole or any part of the said Statute.

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STATUTES

for the government of Charterhouse School and the constitution of the Governing Body.

We, the Governing Body of Charterhouse School, in virtue of the powers invested in us by the Public Schools Act 1868, do hereby make the following Statutes amending:

(a) the Statutes for the Government of the School approved by His Majesty King George the Fifth in Council in the year 1912 as subsequently amended; and

(b) the Statute for determining and establishing the Constitution of the Governing Body of the School sealed by the Special Commissioners appointed for the purposes of the Public Schools Act 1868 on the 22nd day of April 1871 as subsequently amended:

A. That the said Statutes shall be amended by the deletion of the existing Statutes in their entirety and the substitution of the Statutes set out below.

B. That these Statutes shall take effect from and after the date of approval thereof by Her Majesty in Council.

STATUTES MADE BY THE GOVERNING BODY OF CHARTERHOUSE SCHOOL UNDER THE PROVISIONS OF THE PUBLIC SCHOOLS ACT 1868

PREAMBLE

WHEREAS

1. By a charter made in the 9th year of the reign of King James the First there was granted to Thomas Sutton, his heirs, executors, administrators and assigns full power, licence and lawful authority to establish a free school for the instructing, teaching, maintenance and education of poor children or scholars.

2. The foundation of the school was confirmed by an Act of Parliament passed in the 3rd year of the reign of King Charles the First and in the same year statutes were made regarding the constitution, management and conduct of Sutton's Hospital in Charterhouse, of which the School formed a part.

3. Sutton's Hospital in Charterhouse was the subject of Sutton's Hospital Case (1612 Co Rep 23a) which confirmed the common law principle that a corporation formed by charter has the powers of a natural person, save to the extent that the charter may have expressly limited those powers. That case also confirmed that the incorporation of the Governors could precede the establishment of Sutton's Hospital in Charterhouse.

4. By the Public Schools Act 1868 the Special Commissioners appointed for the purposes of that Act were empowered to make Statutes for determining and establishing the constitution of a new Governing Body for the School.

5. The Public Schools Act 1869 confirmed the status of any new Governing Body created under the 1868 Act as a body corporate with perpetual succession and a common seal.

6. On 22 April 1871 the Special Commissioners made a Statute determining and establishing the constitution of a new Governing Body. By virtue of section 28 of the Public Schools Act 1868, the Governing Body has all the powers previously vested in the Governors of Sutton's Hospital in Charterhouse by its charter, by Act of Parliament, instrument of endowment, custom or otherwise.

7. By a Scheme established by order of the Charity Commissioners for England and Wales sealed on 3 December 1872 the site of the School near Godalming acquired by the Governors was henceforth to be held by the Governors on trust to permit the same to be managed for the purposes of the School.

8. The Governing Body has on a number of occasions between 1871 and 2012 made Statutes pursuant to the powers conferred on it by the Public Schools Act 1868.

9. The Governing Body, in exercise of its powers under the Public Schools Act 1868, has made these Statutes to replace all earlier Statutes in respect of the School and the Governing Body with effect from the date of their approval by Her Majesty in Council.

STATUTE 1 Governing Body

1.1 The government of Charterhouse School shall continue to be vested in the Governing Body.

1.2 Upon these Statutes coming into effect, the Governing Body shall comprise those Governors holding office immediately before the date on which these Statutes come into effect. On that date, the four Governors who shall have been or shall be deemed to have been appointed in accordance with Statute 1.4 below shall be identified as the Nominated Governors. All Governors who are not identified as the Nominated Governors and who are holding office immediately before the date on which these Statutes come into effect shall be identified as the Appointed Governors and shall be deemed on that date to be commencing their first term of office in accordance with Statutes 1.6 and 1.7 (as the case may be).

1.3 The Governing Body shall comprise the Nominated Governors and the Appointed Governors.

1.4 The Nominated Governors shall be:

(a) three persons nominated by the Governors of Sutton's Hospital in Charterhouse; and

(b) one person to be elected from time to time under Regulations made by the Governing Body, by the Head Master, Second Master and Assistant Masters of the School for the time being.

1.5 The Appointed Governors shall be up to 15 persons who are appointed by the Governing Body.

1.6 The power to appoint the Appointed Governors, whether as additional Governors or on the occurrence of a vacancy in the offices of the Appointed Governors, shall be exercisable by the Governing Body. With the exception of the Chairman, an Appointed Governor shall serve for a term of up to five years, and may at the conclusion of that term serve for one further term of up to five years if reappointed by the Governing Body.

1.7 If an Appointed Governor is selected by the Governing Body to act as Chairman pursuant to Statute 3.2, his term of office as Chairman shall be the remainder of his term as an Appointed Governor pursuant to Statute 1.6 and he may at the conclusion of that term serve as Chairman for one further term of up to five years if re-selected as Chairman and reappointed as an Appointed Governor by the Governing Body.

1.8 Every vacancy from time to time occurring amongst the Nominated Governors shall be filled by a member nominated in accordance with Statute 1.4 and every such vacancy shall be filled within six months after the date of its occurrence.

1.9 If a Nominated Governor is not appointed to fill the relevant vacancy within six months pursuant to Statute 1.8 the Governing Body may fill such vacancy.

1.10 Any member of the Governing Body shall immediately cease to be a member of the Governing Body if he or she:

(a) is absent from all of the meetings of the Governing Body during one calendar year, unless before then the Governing Body has resolved that his or her reason for absence is sufficient;

(b) is disqualified from acting as a charity trustee under the Charities Act 2011, as amended or re-enacted from time to time;

(c) is incapable, whether mentally or physically, of discharging the duties of his or her office and the Governing Body resolves that his or her office be vacated;

(d) is removed by a resolution of the Governing Body passed by a two thirds majority; or

(e) resigns by written notice to the Governing Body, but only if at least two members of the Governing Body will remain in office.

1.11 All acts done by a meeting of the Governing Body or by any person acting as a Governor shall be valid even if it is discovered afterwards that there was some defect in the appointment of any person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his or her office.

1.12 If at any time the total number of members of the Governing Body is less than the quorum required by the Regulations, the Governing Body must not take any decision other than a decision to appoint further Appointed Governors.

STATUTE 2 Powers

2.1 By virtue of section 28 of the Public Schools Act 1868, the Governing Body may exercise all the powers that had previously been exercisable by the Governors of Sutton's Hospital in Charterhouse, whether under charter, by Act of Parliament, instrument of endowment, custom or otherwise. Accordingly the Governing Body has all the powers of a natural person including, but without prejudice to the generality of the foregoing:

(a) all the powers necessary for and conducive to the maintenance of the School;

(b) all the powers conferred on charity trustees by the law of England and Wales;

(c) power to provide insurance cover in respect of Governors' liabilities, subject to the requirements of the Charities Act 2011, as amended or re-enacted from time to time, and to any subordinate legislation made under it;

(d) power to co-operate or collaborate with other bodies and engage in joint ventures and establish partnerships, subsidiary companies and undertakings;

(e) power to enter into arrangements with other organisations for the purpose of facilitating the provision of education anywhere in the world; and

(f) power to arrange for the amalgamation of the School with any charitable organisation the purposes of which in their opinion are similar to the purposes of the School either alone or as amalgamated.

2.2 If at any time the Master of Sutton's Hospital in Charterhouse be elected a member of the Governing Body, he shall have, with respect to the School, the same powers as any other member of the Governing Body, and no other powers, any Statute or Charter to the contrary notwithstanding.

STATUTE 3 Governance

3.1 It shall be lawful for the Governing Body from time to time and in such manner as shall be consistent with these Statutes:

(a) to make, alter or revoke any Regulations relating to:

(i) the holding of Governing Body meetings and the proceedings thereat, including their frequency, duration, quorum, rules of debate and voting procedures and the use of telephones or other communication equipment for holding meetings;

(ii) the instruction and discipline of pupils at the School;

(iii) the number and conditions of foundation scholarships, the procedures for the selection of foundation scholars and other matters relating to scholarships and prizes; and

(iv) such other aspects of the government and management of the School as the Governing Body may from time to time think fit;

(b) to delegate such of its powers and responsibilities as it may think fit to committees of the Governing Body on such terms and including such individuals who are not members of the Governing Body as it may from time to time determine, provided always that at least two members of any such committee shall be members of the Governing Body;

(c) to appoint the following officers on such terms as the Governing Body shall from time to time determine, and to delegate to them such of its powers and responsibilities as the Governing Body may think fit:

(i) a Head Master, who shall be responsible to the Governing Body for the proper performance of his duties;

(ii) a Director of Finance and Strategy, a Clerk to the Governing Body and such other officers as it may from time to time think fit, who may each hold one or more offices concurrently, and who for the proper performance of their duties shall be responsible:

(A) in the case of the Clerk to the Governing Body, to the Governing Body;

(B) in the case of the Director of Finance and Strategy, to the Head Master and the Governing Body; and

(C) in the case of all other officers, to the Head Master.

3.2 The Governing Body shall choose one of their number to act as the Chairman of the Governing Body and may also choose another member to act as Deputy Chairman in each case for such period as the Governing Body may determine.

3.3 If the Chairman ceases to be a member of the Governing Body, the members present at the next meeting of the Governing Body shall choose some other member to fill the vacancy for the remainder of the academic year.

3.4 If at any meeting of the Governing Body neither the Chairman nor the Deputy Chairman is present, the members present shall choose one of their number to be Chairman at such meeting.

3.5 Except as otherwise provided in these Statutes, decisions taken at any meeting of the Governing Body shall be made by a majority of those present and voting.

3.6 All members of the Governing Body shall perform their duties as charity trustees gratuitously but this shall not prevent the payment:

(a) of fees for services provided to the School to the extent authorised by the Charities Act 2011 (as amended or re-enacted from time to time);

(b) of reasonable out-of-pocket expenses actually incurred in the performance of their duties as members of the Governing Body;

(c) of reasonable interest on money lent to the School by any Governor;

(d) of reasonable rent or hire fees for premises let or licensed to the School by any Governor; or

(e) of any amount to a company in which a Governor has no more than a 1% shareholding.

3.7 Any benefit may be granted in consequence of a person's status as a pupil at the School notwithstanding his or her relationship or connection with a Governor provided that it is granted without regard to that relationship or connection.

3.8 Whenever a member of the Governing Body or of a committee constituted under Statute 3.1(b) has an interest in a matter to be discussed at a meeting, the member concerned must:

(a) declare an interest before discussion begins on the matter;

(b) withdraw from the meeting for that item unless expressly invited to remain for the purposes of discussion or in order to provide information;

(c) not be counted in the quorum for that part of the meeting; and

(d) withdraw during the vote and have no vote on the matter.

STATUTE 4 Seal

4.1 The Governing Body shall from time to time make rules for the safe custody of the Common Seal.

4.2 The Common Seal shall not be affixed to any writing or document except by the order of the Governing Body and in the presence of at least two Governors or by one Governor and either the Head Master, the Clerk to the Governing Body or the Director of Finance and Strategy.

4.3 A document shall be validly executed by the Governing Body if it is signed on behalf of the Governing Body by any two Governors or by one Governor and either the Head Master, the Clerk to the Governing Body or the Director of Finance and Strategy and a document so signed and expressed, in whatever words, to be executed by the Governing Body has the same effect as if executed under the Common Seal.

4.4 For the purposes of these Statutes, the Director of Finance and Strategy is the Director of Finance and Strategy for the School (which role was formerly performed by a Bursar), who shall be appointed in accordance with Regulations.

In witness whereof we the said Governing Body of Charterhouse School have hereunto caused our Common Seal to be affixed the twenty-second day of September in the year two thousand and seventeen.

The Common Seal of the Governing Body )

of Charterhouse School was hereunto affixed )

in the presence of:- )

Mr Peter Norris

Chairman of the Governing Body ……………………………..

Mr Julian Ide

Member of the Governing Body ……………………………..