Five empty chairs: what the public record shows about the row inside The Tutors' Association

The Tutors' Association calls itself the non-profit professional body for tutoring, recognised by the UK government, with membership that has grown by two-thirds in a year. On 9, 10 and 12 September five of its directors, Chrissi Berry, Holly Goodwin, Georgie McIntyre, David O'Keefe and Deborah Salsbury, resigned, and announced it jointly on LinkedIn. "We joined the board because we care deeply about tutoring," they wrote, describing decisions that were "thoughtfully made" and "not taken lightly", and asking for privacy. Schools Week, which broke the story on Wednesday, reported that sources with knowledge of the dispute said concerns had been raised about financial transparency to the association's leadership.¹³

This piece does not try to adjudicate that dispute. It does something the resigning directors, bound by confidentiality, and the association, bound by caution, have not: it lays out what the public record says. That record is unusually rich, because the association is a company registered at Companies House, publishes its constitution and its AGM papers, and files accounts. Six of those documents are attached below.⁸⁹

What the association has said

The association's statement to members on 16 September apologised that they had learned of the resignations from social media, said the departures "followed recent Board discussions about aspects of the Association's governance and operation", and said an independent governance review had been planned before they happened. A later note to members, seen by nuze, names the reviewer as Governance and Legal Ltd, a Birmingham consultancy whose website describes its work as governance support for housing associations and charities. The review will cover the constitution, delegations, board decision-making, risk and performance, will include interviews and observation of a board meeting, and is expected in mid to late November. Members will be able to contribute. The association also says it will commission a separate independent review of its finances and financial reporting. No firm is named for that yet.²¹⁷¹⁸

Mr Nichols has also answered members directly. In a members' WhatsApp group on Thursday, in messages seen by nuze, he said the professional development platform was "provided entirely for free from 2020 until 2024" by Get My Grades, "the company I own a stake in and run"; that in 2024 it was replaced by a paid agreement with Academize, for which Ms McIntyre, "then a new director", worked; and that "the conflict of interest was declared and the rest of the board voted to approve this". He added that "some people" might suggest "that something has been done wrong; this is not correct", and asked members to discuss the matter with "professionalism, patience and respect".

By midday he was going further. A statement had "just been emailed out to all members", he wrote, and "the main point is that the five directors who left did so based on concerns that were just not true. We've reviewed them internally and we know they're not true but we are ensuring that the independent review is allowed to take its course to verify and confirm this." He added: "The fact that the allegations are not true is why none of them are in the SchoolsWeek article." Asked whether the reviewer would speak to the five, he replied: "The independent review is independent. Neither I nor any other director or officer will be telling them how it should be conducted or who they should speak to." Several members said they had not received the email; by Friday morning it was not on the association's website. Another reply, apparently on the association's behalf, said the cost of overseas trade missions "is met in full by those members who subscribe" to them and that international work had "secured sponsorship from international businesses for TTA events". The accounts put the cost of trade missions at £26,402 in 2024/25; any income from them is not shown separately.

Members were not reassured. "We keep being told it won't find anything has been done wrong," one wrote of the review. "This kinda feels like the review is being prejudged." Another: "Being told by members of the board to not worry about the financial honesty and integrity of the board doesn't scream unbiased to me at all." A third asked, twice, for the process by which Academize and then Governance and Legal Ltd had been selected. "Not insinuating anything, but if you don't tell, people will come up with their own theories."

Georgie McIntyre's account

At 2.06pm Ms McIntyre, who had said nothing publicly since resigning, replied in the same group because, she said, the president had named her. She had worked for Academize and "was never a shareholder or owner or financially benefited" from it. When the association was looking for affordable CPD she introduced the company as a possible provider, declared her employment to the board "from the outset", did not vote on the decision, and "the other directors approved the arrangement, this is clearly minuted". She left Academize in December 2024, received no payment or commission from the agreement, and "have NEVER received anything financially from being a board member and worked as an unpaid volunteer". On the two points of fact where her account and Mr Nichols' overlap, the declaration and the vote, they agree.

The rest of her message is about process. She said she was "still awaiting the exit interview I requested on my resignation, and a response to my formal complaint", and that "it is unfair to tell members why you believe we resigned while those steps remain outstanding". She asked that the five's concerns "are not characterised as 'erroneous assumptions' before they have been properly heard", because "public comments of that nature risk prejudging the concerns and influencing how an independent review is approached". Members, she said, had not been told who was conducting the review, its terms of reference, whether it would examine "relevant historical governance and financial decisions", or how records had been and would be preserved; the reviewer's independence from "existing relationships within existing governance" was "paramount". All five, she said, would contribute. "We await contact from the independent reviewer."

One member raised the reviewer's own history, noting that the director of Governance and Legal Ltd had been a director of an alternative education provider. The register bears that out: Jana Zacheva was a trustee of Titan Education Trust, a small Birmingham academy trust running alternative-provision schools, from September 2020 to August 2021. Nothing on the register connects her, or her firm, to the association, its directors or its contractors, and a background in education governance is not in itself a conflict. But the five have asked for the reviewer's independence to be demonstrated rather than asserted, and that is a reasonable thing to ask of a reviewer chosen by the board it is reviewing.¹⁸

What kind of body this is

The Tutors Association is a private company limited by guarantee, incorporated in October 2008 under a different name, the London Association of Certified Financial Analysts, and renamed in March 2013 when the tutoring body was launched. It is not a registered charity. It has no shareholders; its members are its owners, and its constitution forbids distributing surpluses to them. Its board can have between eight and eighteen directors: up to twelve elected by members for three-year terms, up to five co-opted, plus the most senior employee. The president, treasurer and vice-presidents are elected by the board from among themselves, not by members.⁴⁸

It has grown quickly. The accounts filed at Companies House for the year to 31 March 2025 show income of £475,843, more than double the previous year's £222,036, made up of £249,459 in membership subscriptions and £226,383 from conferences, workshops and seminars. Expenditure was £403,585, leaving a surplus of £72,257 after a deficit the year before. Cash at the year end was £71,143 across three accounts, and reserves £90,584. The general manager told the AGM that membership had risen from 846 to 1,424 in the year. The 2024 AGM minutes record the treasurer explaining the earlier deficit as the result of "some historic large payments which hurt us" and events that needed to be made "more profitable".⁴⁹¹⁰

Two things about those numbers will interest the financial reviewer. The figures the treasurer gave members at the AGM on 4 June 2025 are different from the ones in the statutory accounts approved by the board the same day: £424,529 of income, £375,404 of costs and a £49,125 surplus in the AGM papers, against £475,843, £403,585 and £72,257 in the accounts, which appear to fold in the subsidiary. And the accounts themselves give the prior year's deficit three ways, as £31,691 in the income statement, £37,563 on the balance sheet and £37,560 in the treasurer's overview. They also state that they were prepared under the Financial Reporting Standard for Smaller Entities "effective April 2008", a standard that was withdrawn for accounting periods from 2016.⁴⁹

The contracts at the centre

Get My Grades Ltd was incorporated in June 2017. Its three directors are John Nichols, Samantha Nichols and Philippa Nichols. Its latest accounts, to June 2025, show a company with four staff, net liabilities of £356,821, accumulated losses of £1.6m against £1.24m of share premium from investors, and £343,399 owed to other creditors. It is listed on the association's website as a partner offering members a 20 per cent discount.⁶¹¹

The related-party note in the association's accounts for the year to March 2025 reads in full: "During the year Get My Grades were contracted by Tutoring for All Limited, the Association's trading subsidiary to provide interim General Management and Events Management Services, on a short-term basis pending the appointment of a full time General Manager. The President John Nichols and Samantha Nichols are directors of Get My Grades Limited and Directors of the Association." No amount is given. Schools Week, which has seen the previous year's accounts too, reports that Get My Grades was contracted by both the association and the subsidiary across 2024 and 2025. The largest single cost in the 2025 accounts is £111,836 of "office expenses", up from £60,607, for a body with one full-time employee and a registered office at its accountant's address; the accounts do not say what it comprises. Staff costs were £48,878.⁴¹

The treasurer's report inside the same accounts says a full-time general manager "was appointed in September 2024". Yet the directors' report two pages earlier is signed by Mr Nichols on 4 June 2025 as "President and Interim General Manager". The association's website today lists Julius Goldthorpe, who joined the board that month, as general manager, and Samantha Nichols as events manager. Whether either role has been delivered through the Get My Grades contract, and whether it still is, is not stated anywhere public.⁴¹¹

The professional development platform is the other thread. Academize Limited was incorporated on 9 January 2024 with a single director, Steven Pendergast. Three months later, in his April 2024 update, Mr Nichols announced "a range of free, accredited CPD courses for all members, in conjunction with Academize". At the AGM that June, the minutes record Ms Salsbury saying "the addition of academize, we do not charge extra" had "made a huge difference", and Mr Nichols replying that "we now have academize thanks to Georgie McIntyre". Ms McIntyre had joined the board that January. The platform is free to members and, on Mr Nichols' account, paid for by the association. Neither the price nor the board minute approving it is public.^7121013

What the constitution allows

None of this is against the association's own rules, and that is the point worth understanding. Its articles, approved in February 2025, say directors and officers "shall be entitled to receive a payment for their services" up to fair market value, with the treasurer holding a veto on increases. At the 2024 AGM, a former president, Adam Muckle, urged members to stand for the board and suggested "it might be worth mentioning that the positions are paid". The accounts say the opposite: "All services by Directors given in their capacity as Directors of the company … are undertaken in an honorary capacity." Both can be true at once if the money reaches a director not as a director's fee but through a company the director owns, which is what the related-party note describes. Mr Nichols told the 2024 meeting that a new constitution would create a "remuneration and conduct committee" so that "officers and directors don't give themselves pay rises without merit", to "stop commercial capture and to stop people from abusing their position". The articles adopted eight months later do not contain the phrase, and no such committee appears in them.⁸¹⁰

On conflicts, article 33 follows the standard model: a director interested in a transaction with the association is not counted for quorum or voting on it. That is what Mr Nichols describes happening. What the articles do not require is that members be told. Article 51 states that no member is entitled to inspect "any of the Association's accounting or other records or documents merely by virtue of being a member". The association's statement to Schools Week that "financial details are and have been readily available to all members of the board", which its sources dispute, is a claim about directors, not members.⁸¹

The register does not match the board

Every UK company must tell Companies House within 14 days when a director is appointed or leaves. The association's filings show a pattern of not doing so. On 13 September it filed the departures of Ms Goodwin, Ms Salsbury and Ms McIntyre, dated 9, 10 and 12 September, and in the same batch the departure of a former vice-president, Richard Cowell, dated 27 April, four and a half months earlier. Nothing has been filed for Ms Berry or Mr O'Keefe, because nothing was ever filed appointing them: they were elected in the 2026 election, with 27 and 22 per cent of votes, to take office in June, and according to the register they were never directors at all.¹⁹⁴¹⁴

They are not alone. The AGM papers of June 2025 list sixteen directors, including two "elected 2025", Sumantha McMahon and Arthur Moore, and one "elected 2024", Lucy Alexandra Spencer. None appears on the register as a director at any point since; Ms Spencer's only registered term ended in June 2022, and Schools Week describes her as a former board member. The statutory accounts, approved the same day as those AGM papers, give a third list: ten names as the directors for the year to March 2025, including two men whose registered terms ended in June 2023 and Mary Lonsdale as vice-president, and omitting Ms McIntyre, Anne Morris, Carl Morris and the vice-president the AGM papers name, Richard Cowell, all of whom were registered directors for the whole year. There may be innocent explanations: people who were elected but never took up their seats, filings that are late, a template that was not updated. But a body about to be reviewed on "roles, delegations and accountability" cannot currently tell the public who its directors are, and the reviewer will have to start by establishing that.⁹³⁴¹

The subsidiary

Tutoring For All Limited deserves its own paragraph because it is the party that contracted Get My Grades. It was set up in September 2020, when the government's £1.7bn National Tutoring Programme was being tendered, as the vehicle for a TTA-led consortium bid. The consortium was not among the 32 tuition partners announced that November. The company has survived anyway as what the accounts call the association's "trading subsidiary": its directors are the association itself and the treasurer, Chris Wordsworth; it has no employees; and its own accounts to March 2025 show net liabilities of £116,828, trade debtors of £45,939, and £147,267 owed to the parent, up from £121,898 a year earlier. In plain terms, members' money is lending a loss-making subsidiary an increasing sum, and that subsidiary has been paying the president's company to manage the association. How much, the public record does not say.⁵¹⁵¹⁶¹

What the review should answer

The association has chosen its reviewer and set its scope, which is normal and also the first thing a sceptical member will notice. On the record above, the review will earn trust if it answers, in writing and to members, the following. How much has been paid to Get My Grades, by the association and by the subsidiary, since 2019, for what, and on whose authority? What is in the £111,836 of office expenses? How much is paid to Academize, and how was the price set when the company was three months old? Which directors and officers are paid, how much, through which entity, and who decided? Why did members receive one set of figures at the AGM and Companies House another? Why do the AGM papers and the statutory register disagree about who the directors are, and why was a vice-president's departure filed 139 days late? Where is the remuneration and conduct committee promised to members in June 2024? And why does Tutoring For All still exist?

Members do not have to wait for November. Article 42.3 of the constitution says a petition of more than 10 per cent of members, about 145 people on last year's numbers, forces a board meeting and a confidence vote in any officer within 14 days. Article 21 lets members direct the board by special resolution. And section 303 of the Companies Act lets members holding 5 per cent of voting rights require the directors to call a general meeting, whatever the articles say. Those are the tools. Whether anyone uses them will depend on what the five who left decide they can say.⁸²⁰

Nuze has not put these findings to The Tutors' Association, Mr Nichols, Academize or the five former directors before publication. Ms McIntyre's account above is taken from her own statement to members. Any response will be published in full.