Revised on April, 2018 ARTICLES OF ASSOCIATION. Name of the Association. Voting by Association Members. Amendment of Articles of Association

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1 ARTICLES OF ASSOCIATION Article I: Article II: Article III: Article IV: Article V: Article VI: Article VII: Article VIII: Article IX: Article X: Article XI: Article XII: Article XIII: Name of the Association Location Purpose Association Membership Non-Profit Character Perpetuity Governing Body Meetings of the Association Voting by Association Members Property and Finance By-Laws Amendment of Articles of Association Dissolution

2 Article I: Name of the Association The Association shall be known as the International School Yangon Association, hereinafter referred to as the Association. The School shall be known as the International School Yangon (ISY), hereinafter referred to as the School. Article II: Location The School is located in Yangon, Myanmar. The Association is located at the School. Article III: Purpose It shall be the purpose of the Association to provide a School with facilities and staff to offer the best possible educational program for the dependents of official U.S. Government employees in Myanmar, other U.S. citizens, the international community, and interested host country nationals. Article IV: Association Membership Membership in the Association shall be composed of parents or legal guardians of children who are registered for attendance at the School. Membership shall cease when the parent or guardian no longer has a child registered at the School. Article V: Non-Profit Character The Association shall be exclusively educational. It shall be non-profit, with no part of its earnings to benefit any private shareholders, no part of its activities carrying on propaganda, or otherwise attempting to influence legislation; nor shall it participate in, or interfere in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office or political party. It shall, through education, disseminate learning and further cultural and international understanding, and it shall have no political or religious aims. Article VI: Perpetuity It is the intention of the Association that the School continue in perpetuity as set forth herein. Article VII: Governing Body A. The Association shall be governed by the Board of Trustees, (hereinafter referred to as the Board ) the membership of which shall be formed in the manner set forth in the By-Laws of the Association. The Board shall be responsible for the fiduciary, legal and strategic oversight of the School. B. The ISY shall be financially self-supporting.

3 Article VIII: Meetings of the Association A. There shall be an Annual General Meeting of the Association during the month of May on such date as may be fixed by the Board. This meeting shall be held for the purpose of electing new Board members, the presentation of the annual report of the Board, and any other business which the Board wishes to bring before the Association, including proposed amendments to the Articles and By-Laws. B. Additional "special" meetings of the Association shall be held at such time that a vote of the Association is required. The Board may call the special meeting, or may be required to do so by written request with signatures of a minimum of twenty-five percent (25%) of the total Association membership. In such cases, the Association members requesting the special meeting are obligated to provide written notice to the Board of the purpose of the meeting. The Board will have one month to consider the request prior to calling the special meeting. Special meetings may not be called when School is not in session unless it is so determined by the Board that the matter requires urgent, immediate attention. C. In the case of the Annual General Meeting and any special meeting called by the Board, the purpose of the meeting and agenda shall be determined solely by the Board. Association members wishing to bring issues before the Association which require a vote shall only have the authority to do so by calling a special meeting as defined in B. above. D. Written notice of all Association meetings, including a statement of the purpose of the meeting and other required content as defined in the Articles of Association and By-Laws, shall be sent to all Association members by the Board at least two weeks in advance of the date of such meeting. E. The Chair of the Board shall serve as Chair of all Association meetings. If the Chair is unavailable, he/she will appoint another officer of the Board to serve as Chair. F. The number of persons attending an Association meeting shall constitute a quorum. Article IX: Voting by Association Members A. At any meeting of the Association, each member present shall be entitled to one vote. B. Advance/absentee voting by Association members shall be permitted only the case of the election of Board members. Rules and regulations for advance/absentee voting will be defined in Board policy. Advance/absentee voting shall not be allowed in the case of any other vote put before the Association. Voting by proxy shall not be permitted.

4 C. All decisions put to a vote at meetings of the Association shall be decided by a majority vote of those Association members present and those who cast an advance/absentee vote, except as otherwise provided in the Articles of Association or in the By-Laws. D. With the exception of voting for the election of non-contested Board member and run-off elections, all votes of the Association shall be taken by written ballot. Voting for non-contested elections and run-off elections may be by voice, show of hands or written ballot at the direction of the Chair of the Association meeting. In the case of voting by written ballot, the Chair shall appoint a committee of Association members to collect and count votes. Article X: Property and Finance The Association may use the following means to accomplish its goals: A. Collect funds and control their investment and expenditure for the stated purpose of the Association. B. Purchase, take on lease, exchange, hire or otherwise acquire any interest in lands, buildings, easements, privileges, concessions or movable and immovable property of any kind or tenure, necessary or convenient for carrying out the object of the Association and to construct, provide, maintain, repair and alter any buildings, works, stores, plants and things which may from time to time be deemed requisite for any purposes of the Association, and also to sell, lease, mortgage, dispose of, turn to account, or otherwise deal with the whole or any part of the property and rights of the Association. C. Receive and accept donations, endowments and gifts of money, land, buildings, stocks, funds, shares, securities and any other property of any organization and/or individual, whether incorporated or not, and provided these donations, do not carry provisions contrary to these Articles of Association and its By-Laws. D. Pay wages, salaries, gratuities, and contributions toward provident funds or other sums in recognition of services. E. Devote all or a part of the income and any or all of the principal of any property and/or asset, to the furtherance and support of projects which support and are consistent with the purpose and non-profit status as defined in the Article of Association. F. No part of the net earnings of the Association shall inure to the benefit of any individual or member except as reasonable compensation for services actually rendered to the Association. Article XI: By-Laws

5 The terms, rules and authority of the Board shall be set forth in the By-Laws. Article XII: Amendment of Articles of Association A. These Articles of Association may be amended at the Annual General Meeting of the Association or at any special meeting called for that purpose, by a vote of twothirds (2/3) vote of Association members present except that Article V and Article XIII shall not be amended in such manner as to impair or alter the non-profit nature of the Association. B. Written notice, including text of the proposed amendment(s) shall be sent to all Association members by the Board at least two weeks in advance of the date of such meeting Article XIII: Dissolution A. This Association may be dissolved and its activities terminated by a vote of threefourths (3/4) of all Association members present at the Annual General Meeting of the Association or at any special meeting called for that purpose. B. Written notice of such proposed dissolution shall have been given to the Association members by the Board at least two weeks in advance of the date of such meeting. C. In the event of termination and dissolution, the assets shall be distributed as decreed by the Board, provided that none of the assets of the Association shall be distributed to or made available in any way to any individual or corporation, except to a corporation or other organization itself organized and operated exclusively for educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual; no part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation; and which does not participate in or interfere in (including the publishing or distribution of statements) the political campaign on behalf of any candidate for public office or any political party.