As last amended on April 4, 2018 THE INTERNATIONAL SCHOOL YANGON ASSOCIATION BYLAWS Section I: Introduction... 1 Section II: Board of Directors... 1 Section III: Terms of Office for Directors... 1 Section IV: Appointment of Directors... 1 Section V: Mid-Term Vacancies on the Board... 2 Section VI: Removal of Individuals from the Board... 2 Section VII: Powers and Duties of the Board... 2 Section VIII: Officers of the Board... 2 Section IX: Meetings of the Board... 3 Section X: School Board... 3 Section XI: Terms of Office for School Board Representatives... 4 Section XII: Election of School Board Representatives... 4 Section XIII: Mid-Term Vacancies for School Board Representatives... 5 Section XIV: Removal of Individuals from the School Board... 5 Section XV: Amendment of the Bylaws... 5
Section I: Introduction A. In accordance with Article XI (Bylaws) of the Articles of Incorporation of The International School Yangon Association (the Association ), the Association hereby establishes the following bylaws (the Bylaws ). B. Capitalized terms used herein without definition shall have the respective meanings set forth in the Articles of Incorporation. Section II: Board of Directors A. The board of directors of the Association (the Board ) will be comprised of three (3) directors (each, a Director and collectively, the Directors ). B. Each Director is required to be a current member of the Association (a Member and together, the Members ) as defined in Article II (Association Membership) of the Articles of Incorporation. C. An employee of The International School Yangon (the School ) and/or the immediate family member of an employee of the School shall not be eligible to become a Director. A Director who accepts employment at the School or whose immediate family member accepts employment at the School must vacate the Director seat at that time. In the case of persons (including Members) who engage in business and/or other activities which could represent a conflict of interest with the School, the School Board shall have the authority to determine the person s eligibility as a Director. D. No salary or other compensation shall be paid for services as a Director, except reimbursement may be made for reasonable expenses incurred in connection with such service. E. The director (head of school) of the School serves as a non-voting observer of the Board. Section III: Terms of Office for Directors A. The term of office for Directors shall be two (2) years. B. The term shall commence on the first day of the calendar month following the appointment of the Director, and shall terminate two years later, on the last day of the calendar month during which the Annual General Meeting is held. C. Directors shall be eligible for re-appointment for a maximum of four (4) terms. Section IV: Appointment of Directors A. Director nominations may be made by any Member and shall be referred to the School Board chair or any other School Board officer for consideration by the School Board. B. Individuals being considered for appointment will be apprised of the code of conduct requirements for Directors, as stipulated in Board policy. C. The School Board may vote on appointments to the Board during any School Board meeting in which a quorum of the School Board is present. 1
Section V: Mid-Term Vacancies on the Board A. In the event that a Director resigns from the Board prior to the completion of the Director s term, the School Board may appoint a person to fill this vacancy. Such an appointment shall terminate at the end of the term for which the vacating Director had been appointed. Section VI: Removal of Individuals from the Board A. Directors are obligated to adhere to the code of conduct as defined in Board policy. Any Director who fails to do so consistently and/or whose behavior is determined to be detrimental to the Board and/or the School may be removed by a three-quarters (3/4) vote of the School Board at any meeting in which a quorum of the School Board is present. B. Members may remove any individual from the Board at a Special Meeting called for this purpose, by a two-thirds (2/3) vote of the Members present. Section VII: Powers and Duties of the Board A. The Board shall be responsible for the fiduciary, legal and strategic oversight of the Association. It shall have all the powers and perform all the acts that the Association may legally exercise and perform and which are legally required to be exercised and performed, except for powers vested in the School Board as a designated body. B. Individual Directors have no authority to act except in meetings of the assembled Board, or by specific designation by the Board. C. The Board shall make such policies and regulations as it considers necessary and shall make such documents available to Members. D. The Board is authorized to approve all Association fee changes recommended by the School Board, including, but not limited to, application, enrollment, and capital fees for the Association. Three (3) weeks prior to voting on proposed changes to Association fees, the Board must notify Members of the proposal and offer them the opportunity to discuss the rationale for the change as well as to present alternative proposals. E. The Board shall approve the Association s annual operating budget. F. The Board shall ensure that an annual external audit of the accounts of the Association is conducted. The Board approves the appointment of the external auditor/audit firm. A summary of the audit report shall be given to Members during the Annual General Meeting. Section VIII: Officers of the Board A. The Board shall elect officers, which will include the following: Chair, Vice Chair, and Treasurer. The timing of the election will be stipulated in Board policy. All officers shall hold office for a term of twelve (12) months. All officers shall be eligible for re-election. B. Chair: The Chair shall preside at all meetings of the Association and of the Board, and upon the authorization of the Board to sign contracts and other instruments binding to the Association; and to call all meetings of the Association and of the Board in accordance with the Articles of Incorporation and these Bylaws. 2
C. Vice Chair: The Vice Chair shall perform the duties of the Chair whenever the Chair is absent or incapacitated (and a temporary chair has not been appointed), and the acts so performed shall be as valid and binding upon the Association as if performed by the Chair. It shall be the duty of the Vice Chair to have the minutes kept of all proceedings of the Board and of all meetings of the Association, and to ensure that the minutes are archived. At the direction of the Chair, the Vice Chair shall conduct the correspondence of the Association. D. Treasurer: The Treasurer shall oversee the financial affairs of the Association and present recommendations to the Board regarding budgetary and financial matters. The Treasurer shall also monitor financial reporting as required in these Bylaws and in Board policy and facilitate such reporting to the Board and to the Association when relevant. Section IX: Meetings of the Board A. Meetings shall be held upon the call of the Chair or a majority of the Directors. Meetings shall be open to all Members and other invited individuals and/or groups. For the convenience of the Members, these meetings shall be held on days of School Board meetings, at the same time and place as the respective School Board meeting. B. Two (2) Directors shall constitute a quorum. C. Each Director has one vote. D. Voting by proxy shall not be permitted. E. Voting shall be by written ballot, voice or show of hands at the direction of the Chair or by request of a majority of Directors. F. All votes unless otherwise stated in the Articles of Incorporation or these Bylaws shall be determined by a simple majority of those Directors casting a vote. G. The order of business shall be determined by the Directors and shall always include an opportunity for Members to address the Board. H. All questions of parliamentary law not specifically provided for in the Articles of Incorporation, these Bylaws or any other Association policies shall be decided upon the principles laid down in Robert s Rules of Order. Section X: School Board A. The School Board, as defined in Article VII (Governing Body) of the Articles of Incorporation, is the board of directors of the School and a designated body of the Association. B. The Association shall elect four (4) individuals to serve as its representatives on the School Board. Up to seven (7) additional individuals can be appointed to serve on the School Board, in accordance with the policies of the School. C. Each representative elected to the School Board is required to be a Member as defined in Article II (Association Membership) of the Articles of Incorporation. 3
D. An employee of the School and/or the immediate family member of an employee of the School shall not be eligible to become a representative on the School Board. A School Board representative who accepts employment at the School or whose immediate family member accepts employment at the School must vacate the School Board representative seat at that time. In the case of persons (including Members) who engage in business and/or other activities which could represent a conflict of interest with the School, the Board shall have the authority to determine the person s eligibility as a School Board representative. Eligibility criteria shall be defined in Board policy. E. No salary or other compensation shall be paid for services as a representative on the School Board, except reimbursement may be made for reasonable expenses incurred in connection with such service. Section XI: Terms of Office for School Board Representatives A. The term of office for representatives to the School Board shall be two (2) years. B. Such a term shall commence on the first day of the calendar month following the Annual General Meeting at which the representative is elected, and shall terminate two years later, on the last day of the calendar month during which the Annual General Meeting is held. C. School Board representatives shall be eligible for re-election by the Association for a maximum of four (4) terms. Section XII: Election of School Board Representatives A. An ad-hoc election advisory committee of at least three Members shall be appointed by the Chair of the Board. This advisory committee shall be chaired by a Director and will help solicit nominations of candidates, support the election process, and count ballots. This advisory committee shall be named at least two months prior to the Annual General Meeting. B. All candidates shall be nominated in writing by at least two Members. C. All nominations shall be supported by a signed statement from each candidate indicating the candidate s willingness to stand for election. D. Prior to the election, each candidate will be apprised of the code of conduct requirements for individuals serving on the School Board, as stipulated in School Board policy. E. Election of representatives shall take place at the Annual General Meeting. F. The announcement of the Annual General Meeting shall include the list of candidates along with a brief biographical sketch of each candidate. G. Each Member shall be entitled to one ballot which lists all candidates seeking election. Members may cast a vote for as many candidates as there are open seats in that election. Specific criteria for determining the validity of ballots shall be defined in the Board policy. H. In the event of a tie vote, a run-off vote will be held immediately following the announcement of the election results. The vote may be by voice, show of hands or written ballot at the direction of the Chair of the meeting. 4
Section XIII: Mid-Term Vacancies for School Board Representatives A. In the event that an elected representative resigns from the School Board prior to the completion of the representative s term, the School Board may appoint a person to fill this vacancy. Such an appointment shall terminate at the end of the term for which the vacating representative had been elected. Section XIV: Removal of Individuals from the School Board A. Members may remove any elected representative from the School Board at a Special Meeting called for this purpose, by a two-thirds (2/3) vote of the Members present. Section XV: Amendment of the Bylaws A. These Bylaws may be amended at the Annual General Meeting or at any Special Meeting called for that purpose, by a two-thirds (2/3) vote of Members present. Amendments which are in conflict with the Articles of Incorporation shall not be allowed. B. Written notice, including text of the proposed amendment(s) shall be sent to all Members by the Board at least two weeks in advance of the date of such meeting. 5