School Association

Constitution

INTERNATIONAL SCHOOL ASSOCIATION, SEYCHELLES

(Last Amended 27 April 2000)

1. The Association shall be called the International School Association.

2. The Association’s Registered address and place of business shall be The International School in Seychelles.

OBJECTS

3. The Objects of the Association are: To establish, promote and provide private educational facilities of U.K. standard at schools, which shall be known as ‘The International School’, and to participate in private education at primary level and such other grades as may be authorised from time to time by the Director of Education.

MEMBERSHIP

4. Membership of the Association shall be limited to parents (which title hereafter includes recognised guardians) regardless of colour, race, creed or nationality seeking enrolment of their children, or wards, in the Association’s schools.

5. Application for admission as a Member shall be made in writing to the Secretary and shall be accompanied by a registration fee as from time to time laid down by the Board of Governors. Such registration fee shall be returnable in the event of non-election.

6. Membership shall be conferred on one parent per family unit or on such person, seeking membership of the Association, as is directly responsible for the welfare and/or support of the child or children for whom enrolment is sought in the Association’s schools.

7. Members shall be admitted only after election by the Board of Governors and will be advised of their election. For the purpose of the Annual Subscription, Membership shall be deemed to commence from the beginning of the year in which the member is elected.

8. Every member shall pay an Annual Subscription of such amount as laid down by the Board of Governors. Such Annual Subscription to be due and payable not later than 1 September each year.

9. Any member failing to pay his Annual Subscription by the due date shall cease to exercise his rights under this Constitution until such time as the outstanding subscription is paid in full. If the Annual Subscription remains unpaid for a period of three calendar months subsequent to the due date, the membership of the defaulter shall be terminated and the member notified at his last known address as entered in the records of the Association. The rule shall in no way curtail the Member’s liability for any debts contracted by the Association during the period in which he was deprived of his rights. (See rule 43).

10. All matters relating to the expulsion of members and termination of membership shall be dealt with by the Board of Governors at their discretion. In all cases the member concerned shall be notified and shall have the right of appeal to the General Meeting, provided such appeal is lodged with the Secretary of the Board of Governors within 30 days of the date of issue of the notice advising termination of membership.

11. When a member withdraws a child or children from a school of the Association, or when a child completes his/her education at such school and the member no longer seeks entry into the school for a further child, membership shall be terminated after a period of one month and the member notified at his last known address in the Association’s records. (Exception, see rule 30). If such person seeks re-election as a member, the normal procedure will apply. However, if a new application is lodged within 30 days of the issuing date of the notice terminating membership, neither registration fee nor annual subscription for that year shall be payable on re-election.

12. A register of all members shall be maintained and made available upon request to the Secretary.

13. A member may withdraw from the Association by giving one months notice in writing to the Secretary of his intention to withdraw and to settle all outstanding accounts with the Association.

14. Neither Registration Fee nor Annual Subscription shall in any circumstances be refundable in part or in whole to a Member or his heirs. 15. Any member failing to comply with the rules of this Constitution shall on the decision of the Board of Governors, be liable to immediate expulsion from the Association and/or a fine not exceeding Rs500/-.

FINANCIAL YEAR

16. The Financial year shall be 1st September – 31st August.

GENERAL MEETING

17. The Supreme Authority of the Association shall be vested in the General Meeting.

18. The Annual General Meeting shall be held not later than 30 November each year.

19. At least 21 days’ written notice stating the date, time and place of meeting and the business to be transacted shall be given to every member by hand, or at his last known address as entered in the records of the Association.

20. A Special General Meeting shall be called under the provisions of Rule 19 at the written request of the Chairman or of the Board of Governors to the Secretary, or on receipt by the Secretary of a written request signed by not less than 10% of the Members of the Association. Any such request must state the objects of the meeting, and any resolutions to be put to the meeting. The Secretary must issue the notice convening the meeting within fourteen days of receiving such written request.

21. The presence of 20% of the paid-up members in person or by proxy shall be necessary for the disposal of business by a General Meeting.

22. When a quorum is not present in person or by proxy, an Annual General Meeting will stand adjourned until the same time and day one week later, at which time the quorum will be 10% of the paid up membership. When insufficient members are present to form a quorum at a Special General Meeting, it shall be either adjourned or cancelled at the discretion of the Chairman of the Board of Governors. The foregoing will not apply when business involves an amendment to the Constitution (See rule 23).

23. Where a meeting is called to amend the Constitution, a quorum shall consist of 50% plus one person of the total number of paid up members of the Association present in person or by proxy (See rule 27). At such meeting it shall be lawful for two-thirds of the number of members present to add to, alter or otherwise amend the Constitution. Amendments passed at such a meeting shall be effective only when approved by the Registrar of Associations signified under his hand in the stipulated manner.

ORDER OF BUSINESS

24. The following business shall be transacted in the Annual General Meeting: a. Election and removal of the Members of the Board of Governors including appointments of Chairman, Secretary and Treasurer; written nominations are not required. b. Consideration of the Annual Statement of accounts, the Balance Sheet, the auditor’s report, and the Treasurer’s report. c. Consideration of adoption of the budget presented by the Board of Governors for the ensuing year. d. Amendment of this Constitution (See rule 23). e. The appointment of auditors for the Association’s accounts. f. Any other business shall be allowed as notified in the Agenda.

25. All business transacted at the Meetings shall be recorded by the Secretary or, in his absence, by such other member as the Chairman may depute.

VOTING

26. Except where otherwise required by this Constitution decisions at a General Meeting shall be by a simple majority of the members votes cast either by secret ballot or by show of hands. The method of voting shall be decided by the Chairman.

27. Proxy voting will be allowed at all general meetings whether special or annual. Forms for nomination of proxies will be included with the Agenda and should be returned to the Secretary 48 hours prior to the commencement of the General Meeting.

28. Both parents of any child enrolled in a school of the Association shall have the right to attend and to speak at any General Meeting but one member (See rule 6) shall have one vote and no more than one vote save that, in the event of an equality of votes, the Chairman shall have the casting vote.

BOARD OF GOVERNORS

29. Management of the Association shall be vested in a Board of Governors which shall consist of: a. A Chairman, Secretary, Treasurer and five other members all of whom must be members of the Association. b. One member nominated by any financial institution or other body entering into a lending agreement as a lender to the association. Such persons need not be members of the Association and their appointment shall be for the term of the loan and shall cease when the loan is repaid. c. Not more than two other members who need not be members of the Association, and who may be co opted by the elected members of the Board of Governors. Any retiring member is eligible for re-election or re-appointment as the case may be.

30. Irrespective of rule 11 a member of the Board of Governors shall remain in office until the Annual General Meeting subsequent to his election unless he resigns or his removal is called for by a General Meeting convened for that purpose and at which a quorum is present.

31. Any fully paid-up member of the Association shall be eligible for election to the Board of Governors save that no salary earning employee of the Association shall be eligible for election.

32. Meetings of the Board of Governors shall be held as often as necessary at times fixed by the Board of Governors and they shall determine their own procedure.

33. The Principal – or other member of staff acting as or on behalf of the Principal of the International School – shall attend all meetings of the Board of Governors at the discretion of the Chairman.

34. In the event of a vacancy occurring among the appointed officers during their term of service as a result of removal, resignation or termination of membership of the Association; the Board of Governors shall be entitled to elect from amongst its members, a Chairman, Treasurer or Secretary as required. However, the Board may still act notwithstanding such a vacancy occurring.

35. The Chairman shall preside at all meetings – where he is not present, the Board of Governors shall elect another of its members to preside at that meeting.

36. The Chairman of the Board of Governors shall also be Chairman of the General Meeting.

37. At a meeting of the Board of Governors, every member of the Board of Governors shall have one vote. The Chairman – or member acting in his place – shall in the case of an equality of votes have a casting vote and all decisions shall be by simple majority.

38. The Board of Governors shall exercise all the powers of the Association, except those reserved for the General Meeting, subject to any regulations or restrictions duly laid down by a General Meeting or in this Constitution. In particular, it shall have the following powers and duties:- a. To observe in all its transactions this Constitution and the Laws of Seychelles. b. To appoint, suspend, discipline, dismiss any Principal, teacher or any other paid employee of the Association. All such employment to be subject to a written contract the details of which shall be decided by the Board of Governors. c. In the event of a vacancy occurring in its membership, or if the maximum number of members is not duly elected by the Annual General Meeting, at its discretion to co-opt additional members to bring the Board of Governors to the maximum total and such co-opted members to hold office until the next Annual General Meeting. d. To ensure that a true and accurate record is kept of all moneys received and paid out by the Association; of all moneys owed to or by the Association; of all Assets and property of the Association and investments. e. To open such accounts as may be required from time to time (See rule 40a) f. To be responsible for the day to day running of the Association’s Schools, making such rules as are necessary for the efficient administration of such schools. g. To place before the Annual General Meeting an audited statement of accounts and Balance sheet for the preceding financial year, together with the Treasurer’s report and a proposed budget for the ensuing year. h. To enter into contracts on behalf of the Association. All such contracts shall bear the signatures of at least two members of the Board of Governors who shall be any two of Chairman, Secretary or Treasurer. i. To generally manage the affairs of the Association

39. All business transacted by the Board of Governors shall be recorded by the Secretary, or such member as may be deputed by the Chairman.

GENERAL

40. The Association shall have power: a. To raise funds by fees, subscription, contracting loans, donations, gifts and any other method agreed by the Board of Governors of the Association, or in General Meeting, for the purpose of carrying out the objects of the Association. To open accounts and make investments on behalf of the Association for the furthering of those objects. b. In its corporate name to acquire, hold, and dispose of property, movable or immovable, to mortgage, lease or pledge such property and generally to do all such acts and things as bodies corporate may do and perform. c. To construct buildings and enter into contractual arrangements for the construction of buildings as may be necessary. d. To employ tutorial and administrative staff and such other persons as may from time to time be necessary for the upkeep, maintenance and construction of buildings, land or such other property as may be acquired for the purpose of carrying out the objects. e. To contract for equipment and work for the purpose of canying out the objects.

41. All members shall be liable for school fees for each term or part of a term for which their child is placed on the school register. Such fees shall be payable in the manner and by the date notified from time to time by the Board of Governors. Failure to pay the fees by the date specified may, at the decision of the Board of Governors, preclude the child’s admission to the school.

42. A member or person having an interest in the funds of the Association may, on application to the Secretary, inspect the books at all reasonable hours. Except that the person shall not, unless he is an officer of the Association, or is specially authorised by a resolution of the Association to do so, have the right to inspect the individual account(s) of any other member without the written consent of that member.

43. The rules drawn up under this Constitution and those rules made from time to time by the Board of Governors (under the provisions of rule 38), or within a General Meeting, shall bind the Association and every member thereof and any person claiming through such member to the same extent as if such member or person had subscribed his name thereto; Provided that no person shall be made liable for debts contracted after he has ceased to be a member of the Association.

44. For purposes of the Education Ordinance the Chairman of the Board of Governors shall be deemed to be the ‘Manager’ of the school.

45. Every member of the Association shall receive gratis a copy of this Constitution at the time of joining the Association, and at any other time on payment of a fee often rupees.