FRIENDS OF DULWICH COLLEGE BEIJING CONSTITUTION AND BY LAWS Version Adopted April 2010
1. Name 1.1 Name This organisation will be called the Friends of Dulwich College, Beijing (Friends). Dulwich College Beijing will be referred to as the School. 2. Mission and Objects 2.1 Mission Statement Friends is a non-political, non-profit volunteer service organisation of parents in the School community. Friends is established and operates under PRC Law to support the School community and advance the education of its students by: developing effective relationships and communication between interested parties within the School community; and raising funds that may be directed to: charitable purposes; invested in School projects; or invested in projects suggested by the students or Friends that advance the community or education of the students. 2.2 Objectives Friends is established to: promote close cooperation and communication between parents, teachers, the School administration, School alumni and the local community for the benefit of the School community; welcome and support new School families as they adjust to life in Beijing; engage in fundraising activities so that funds may be provided to: (iv) charities designated by the Executive Committee and agreed to by the School; the School community for community events; the School for projects, facilities or equipment that the Executive Committee determine support the mission statement; or the students to support student projects or advance student education. Friends of Dulwich.Constitution.ashx - 2 -
(v) the Friends operating budget to cover operational and running costs. manage the classroom representatives so that there is clear communication between teachers and parents regarding parent volunteers in the classroom or organisational needs for special classroom events; promote the use of School facilities by its committees and clubs and through other activities as may be permitted by the Headmaster. 3. Membership 3.1 Members The Members of Friends are: (f) all parents and legal guardians of current students at the School (Parent Members); a representative from the teaching/administrative staff appointed by the Headmaster (School Member), current teachers at the School (Faculty Members); current Board members (Board Members); currently employed staff at the School (Staff Members); and past parents and ex-students who are members of the Old Alleynians Club (Old Alleynian Members). Collectively referred to as Members. 3.2 Members voting rights The following Members are entitled to one vote at all Open Meetings: (iv) Parent Members; School Member; Faculty members; and Board members who are also either a parent or a teacher. Board Members who are not teachers or parents, Staff Members and Old Alleynian Members have no voting rights. 3.3 Membership disagreements In the case of any circumstances arising where Membership of the Executive or of Friends is disputed, the case is to be immediately referred to the Headmaster for determination. Friends of Dulwich.Constitution.ashx - 3 -
4. Open Meetings, AGM and EGM 4.1 Attendance All Members are entitled to attend any open meeting, AGM or EGM of Friends. 4.2 Meetings Open meetings of Friends will be held every second month from September through June, or as the Executive Committee decides. Publication of the meeting dates in the school newsletter is an acceptable form of notice. 4.3 Quorum at Open Meeting The quorum for an open meeting, AGM or EGM is 10 voting Members. 4.4 Chair The Chair of the Executive Committee, a person designated by the Chair or, where the Chair is absent, an Executive Committee Member elected by those present presides as Chair at an open meeting. 4.5 Parliamentarian The Chair may in his or her discretion appoint a parliamentarian to keep time and limit discussion to ensure that open meetings run on time. 4.6 Order of Business The recommended order of Business for an open meeting is: (f) (g) (h) (j) Call to order, apologies; Reading and approval of the previous minutes; Review of any action items set at previous meeting; Headmaster s Report; Chair s report Treasurer s Report; Sub-Committee Reports; Additional Agenda Items Other Business Close 4.7 Resolutions Except where otherwise provided in this Constitution, every issue at an open meeting is determined by a simple majority of the votes cast by the Members present in person or by proxy. Friends of Dulwich.Constitution.ashx - 4 -
4.8 Votes Every Member referred to in clause 3.2 present in person or by proxy is entitled to one vote on issues to be decided at an open meeting. In the event of a tied vote, the Chair has the casting vote. 4.9 Proxies Any Member entitled to vote at an open meeting that is unable to attend may appoint another Member as a proxy to attend and vote in his or her place. The document appointing the proxy must be in writing, preferably signed but can be by fax or by email and must be handed to the Chair prior to the start of the open meeting. 4.10 AGM An AGM will be held every year in May, at the time and date determined by the Executive Committee. At the AGM, the Members: are welcomed by the Headmaster; receive the accounts of Friends for the previous financial year and a projected budget for the upcoming year; receive a report from the Chair of the Executive Committee on activities since the previous AGM; elect or announce the Chair, Vice-Chair, Treasurer, Secretary, and Campus Representatives discuss and determine any issues of policy or deal with any other business put before them. 4.11 EGM An EGM with a specific agenda may be called at any time by the Executive Committee by giving 3 days notice to the Members and must be called within 7 days after a written request to the Executive Committee from at least 10 Members. 5. Management of Friends Management of the affairs and funds of Friends is vested in the Executive Committee and its permanent or ad hoc sub-committees. The Executive Committee must: be responsible for the daily business of Friends; Friends of Dulwich.Constitution.ashx - 5 -
prepare the accounts of the previous financial year and a projected budget and forward programme for the next financial year, which must be presented to Friends for approval at the AGM; approve all monetary transactions; oversee the efficiency of all Friends events and projects; and be responsible for the permanent Charity committee, ad hoc subcommittees and the running of the Friends Shop and Coffee and Books 6. Friends Executive Committee 6.1 Composition The Executive Committee when complete will consist of the Chair, an optional Vice-Chair, Secretary, Treasurer, the School Member, Campus Representatives (x5), lead Co-ordinators for Events, the Friends Shop, Coffee and Books and Charity and up to 4 general officers who may be allocated roles or posts on an ad hoc/as needs basis as determined by the Executive Committee. 6.2 Election of Chair, Vice Chair, Secretary, Treasurer and Campus Representatives At the March Executive Committee Meeting, the Executive Committee must appoint an election sub-committee of at least two Members, who may be currently serving Executive Committee Members. The role of the election sub-committee is to encourage candidates to nominate for the Executive Committee positions for the following year and manage the election process. A month before the AGM, the election sub-committee must issue notices via the school newsletter and posted on the Friends notice boards explaining the election process and the roles and responsibilities of each position up for election. Nominations for election of the Chair, Vice-Chair, Secretary, Treasurer and each of the Campus Representative positions may be made by the nominee directly or any Member with the consent of the nominee to any member of the election sub-committee. Individuals may nominate for more than one position but may only be appointed to one position. Where a position is uncontested, the nominated candidate will be automatically appointed, and announced at the AGM. Where there is more than one nominee for a position, Members may vote for the candidates at the AGM. Friends of Dulwich.Constitution.ashx - 6 -
If a position receives no nomination, the Executive Committee or the appointed sub-committee has the duty of finding a suitable candidate. In the event that this process extends beyond the AGM, the Executive Committee must approve the appointment. 6.3 Appointment of Class Parents At the start of the School year, the teaching staff co-operating with the Campus Representatives must do their best to ensure that one or more Class Parent Representatives are appointed for each class. 6.4 Resignation and interim vacancies An Executive Committee Member vacates the position held if he or she: ceases to be a Member of Friends; is absent for three consecutive meetings of the Executive Committee without explanation; resigns by written notice to the Chair. The Executive Committee may call for nominations to fill any vacancy created on the Executive Committee as a result of paragraph 6.4 and the candidate will either be announced and approved at an open meeting following the call for nominees (in the case of a single nominee), or elected by a majority of the Parent Members in the case of more than one nomination for the vacancy. An Executive Committee may decide not to call for nominations to fill a vacancy if a general officer is available and willing to fill the position. 6.5 Term Executive Committee Members will serve for one calendar year, or until a successor is elected. 6.6 Executive Committee Meetings The Executive Committee and subcommittees of Friends may meet as and when necessary for the conduct of their respective business. The Executive Committee and subcommittees must report any active business to Friends at each Open Meeting. A Quorum at an Executive Committee meeting is 50% of the total current Executive Committee Members. Friends of Dulwich.Constitution.ashx - 7 -
(f) (g) (h) The Chair or, where the Chair is not available some other Member of the Executive Committee presides as Chair at each Executive Committee meeting. Every issue may be determined by simple majority unless otherwise stated in this Constitution. A resolution in writing and signed personally, digitally or otherwise by all Executive Committee Members is valid as if passed at a meeting. The resolution may be contained in more than one document (i.e. emails from each respective Member) and will be treated as passed on the date of the last signature). Every Executive Committee Parent Member has one vote, except for the Chair, who, in the event of a tied vote, has a casting vote. The Executive Committee School Representative has 1 vote. Any Member entitled to vote at an Executive Committee Meeting that is unable to attend may appoint another Member as a proxy to attend and vote in his or her place. The document appointing the proxy must be in writing, preferably signed but can be by fax or by email and must be handed to the Chair prior to the start of the Executive Committee Meeting. 6.7 Powers of the Executive Committee The Executive Committee has the following powers in the administration of Friends: To delegate any of their functions to sub-committees or form subcommittees to manage various matters, including but not limited to the management of Coffee and Books and the Friends Shop, Charity, finance and expenditure, Organisation of the annual Dinner Dance, International Food Fair and other events. Where a sub-committee does not contain an Executive Committee Member, the Chair of the sub-committee (who must be a current Member of Friends) will temporarily be appointed to the Executive Committee so that all proceedings of the sub-committee are reported promptly to the Executive Committee; To make rules consistent with this Constitution about the operation of the Executive Committee and its sub-committees, to govern proceedings at Open Meetings and generally about the running of Friends (including the operation of bank accounts and the commitment of funds.) To invest part or whole of Friends funds raised by Friends or allocated to Friends by the School in support of the Mission Statement and the objects in a manner approved by the Executive Committee and in accordance with the annual budget approved by Friends. Friends of Dulwich.Constitution.ashx - 8 -
6.8 Roles and Responsibilities of the Executive Committee Members The roles and responsibilities of Members of the Executive Committee and subcommittees may include but shall not be limited to: Chair (iv) (v) (vi) (vii) (viii) Chairs the Executive Meetings, Open Meetings, AGM and any EGM; Assists with the preparation of the annual budget; Reviews and coordinates all Executive Committee activity; Acts as liaison between groups within the School community to address issues of broad concern; Acts as spokesperson and representative for Friends. Serves as liaison to other Schools in the area, if appropriate; Reviews newsletter items prior to print; Manages Friends bank account in conjunction with the Treasurer and is one of two required signatories; Vice-Chair (optional) Provides support to the Chair for all the Chair s responsibilities. In the absence of the Chair, the Vice Chair serves as Acting Chair including conducting the Open and other Meetings. Secretary (iv) (v) (vi) Prepares the agenda for all Executive, Open and other Meetings; Attends all Executive Committee and General Meetings from start to finish. Keeps an accurate record of all meetings, including those in attendance. Submits minutes of all meetings to the Chair for review. Provides copies of minutes from General Meetings to all Executive Committee Members and posts a copy on Friends notice board and to the Friends web-site manager. Maintains a file of minutes and agendas. Provides a competent replacement in the event of nonattendance at any meeting. Treasurer Attends all Executive Committee and General Meetings; Friends of Dulwich.Constitution.ashx - 9 -
(iv) (v) (vi) (vii) Develops the annual budget with input from relevant Executive Committee Members and assistance from the Chair; Keeps monetary records of receipt and disbursement of Friends funds; Submits income and expense reports to the Executive and Open and AGM; Collects all fundraising money and deposits it with the Bank; Oversees appropriate distribution of Friends funds; Manages the Friends Bank A/C in conjunction with the Chair, and is one of two required signatories. Campus Representatives Liaises between teaches and parents within the particular campus; Ensures that class parent representatives are appointed and fully informed of all matters affecting that campus; (f) School Member Appointed by the Headmaster to represent the opinions and position of the School; Acts as a facilitator and liaison between Friends and the Headmaster; Advises on the scheduling and management of events to ensure a smooth fit between School Friends events; Attends all Executive Committee and Open Meetings and keeps the Executive Committee alert to any potential conflicts that its decisions and policies may have with the School. 7. Safeguarding of Funds 7.1 Deposits Friend s funds must be deposited in the Friends account. All income must be counted and verified by the Treasurer and one other Executive Committee Member prior to deposit. 7.2 Withdrawals The signatures of both the Treasurer and the Chair are required on all withdrawals. In the absence of the Chair, the Vice Chair or the Secretary may authorise withdrawal of funds in the place of the Chair. Disbursements of funds must be accompanied by an official receipt. Friends of Dulwich.Constitution.ashx - 10 -
7.3 Accounts available Annual reports and statement of accounts relating to Friends must be made available for inspection by any Member of Friends upon reasonable notice. 7.4 Auditors Auditors may be appointed to audit the accounts upon the request of the School Headmaster. 7.5 No remuneration Executive Committee Members will not be paid or receive other material benefits except for reimbursement of reasonable out-of-pocket expenses actually incurred in the administration of Friends 7.6 Conflicts of interest Whenever a Member has a personal interest in a matter to be discussed at a meeting, the Member must: Declare an interest before discussion begins on the matter; Withdraw from that part of the meeting unless expressly invited to remain in order to provide information; Not be counted in the quorum for that part of the meeting; Withdraw during the vote and have no vote on the matter. 7.7 Safeguarding policies Policies for safeguarding of funds will be reviewed annually by the Executive Committee and updated as necessary. 8. Amendments Amendments to the Constitution must be approved by a two thirds majority of those present in person or by proxy at an Open or AGM, provided a quorum is obtained. 9. Dissolution Friends may be dissolved by a resolution presented at an EGM called for this purpose. The resolution must have the assent of two thirds of those present in person or by proxy. Such resolution may give instructions for the disposal of any assets remaining after satisfying any outstanding debts and liabilities. Friends of Dulwich.Constitution.ashx - 11 -
The net assets must be given to the School for the benefit of the students, or in the event of the School closing, to a Charity as decided by a vote at General Meeting and approved by the School. Friends of Dulwich.Constitution.ashx - 12 -