The Council is the Governing Body of the School and is the body exercising all the functions of, and being for the purposes of the Companies Act 1985 and the Articles of Association of the London School of Economics & Political Science, the Board of Directors of the Company.
Subject to the provisions of the Companies Act 1985, the Articles of Association of the School and to any directions given by special resolution, the business of the Company is managed by the Council.
Council may exercise all the powers of the Company:
Subject to the provisions of these Articles, the Council shall exercise all the powers of the School which it may delegate to any person or to any body upon such terms and conditions as it sees fit provided always that the Council shall not delegate responsibility for:
- The approval of the School strategy;
- the approval of the annual estimates of income and expenditure;
- the approval of the School annual audited accounts;
- the appointment (and removal) of the Director of the School;
- the appointment (and removal) of the Secretary;
- unless specified in these Articles, the making, alteration, amendment, repeal of or addition to any byelaws or regulations made under the provision of these Articles.
- In their capacity as Members of the School, Council shall meet from time to time to discharge their responsibilities under the provisions of the Companies Acts.
- Written notice of general meetings should be served on all Members at least 14 Clear Days’ before the meeting, indicating the business to be discussed and if a special resolution is to be proposed the notice shall set out the terms of the proposed special resolution.
- There is a quorum at a general meeting if the number of Members present in person or by proxy is at least four.
- Except where otherwise provided by the Articles or the Companies Act, every issue is decided by the Members by ordinary resolution. The declaration by the person who is chairing the meeting of the result of a vote shall be conclusive unless a poll is demanded in accordance with procedures prescribed in the Standing Orders.
- Every Member present in person or by proxy has one vote on each issue. In the case of an equality of votes the Chair shall be entitled to a casting vote in addition to any other vote they may have. Proxies may only validly be appointed by a notice in writing to the Secretary in accordance with the procedures prescribed in Standing Orders.
- Except where otherwise provided by the Articles or the Companies Acts, a written resolution (whether an ordinary or aspecial resolution) is as valid as an equivalent resolution passed at a general meeting. For this purpose the written resolution may be set out in more than one document.
The Council shall not however delegate the following matters:
(a) decisions concerning the determination of the educational character and mission of the Company
(b) final approval of the annual estimates of income and expenditure for the Company
(c) ensuring the solvency of the Company and the safeguarding of its assets.
References to the Articles are based on the New Articles of Association of the London School of Economics & Political Science adopted on 23 January 2019.
The Articles of Association may be consulted on the LSE website