Bavarian International School (BIS) e.v. Memorandum and Articles of Association 1 - The Association 1.1 The name of this Association is: "Bavarian International School (BIS) e.v. It pursues exclusively and directly non-profit aims of public benefit as defined in the paragraph "Privileged Tax Uses" of the taxation regulations (Abgabenordnung). Headquarters will be in Munich. The Association will be registered in the Ledger of Associations. 2 - Purpose and Objectives of the Association and the school 2.1 The purpose and objective of the Association is the foundation and operation of an international school and pre-school in Bavaria with the primary language of education being English. The school will offer a qualified education with a recognised final certification to all students, independent of race, gender, nationality or religion. The specialised particular national requirements of each country will be considered as far as possible or feasible. The school will be operated in accordance with the legal requirements of the Bavarian school regulations as well as the German Constitution and run partly as an alternative school (Ersatzschule) for classes 1 to 9 and a supplementary (Ergänzungsschule) school for classes 10 to 12. The Association is the legal and financial representative of this school. 2.2 The functions of the Association are exclusively nonprofit. The objectives are educational and cultural; political or confessional alms are not to be pursued in any way. The Association and school will contribute to the development of the local international community in Bavaria, thereby helping to teach the language and culture of the host country. Because of its role as a niche school for the children of international specialists and managers, the school is an instrument of economic development for the host country. 2.3 The Association will be non-profit and will not pursue any personal gains. purposes and for the improvement of the school. Members of the Association are not permitted to obtain any gain from surpluses or any other gain from the property of the Association. The Association may not favour any person through payments not directly related to the objectives of the Association or Association or through excessively high payments. The provisions of 3.6.2 prevail. 3. The Association must not engage persons to carry out tasks which are not related to the objectives of the school. 3 - Membership and Contributions 3.1 Ordinary Members 1. The parent or parents of children attending the school will become ordinary members of the Association by: - signing a written application for membership upon registration of one child - paying the initial fee 2. The Board has the right of decision to admit or retain natural and/or juristic persons at their request as members even though they do not qualify under the regulations pertaining to child admission. 3.2 Honorary Members The Association may appoint honorary members suggested by the Board. However, the honorary members have no voting rights and cannot be appointed to any post of responsibility in the Association. 3.3 Extraordinary Members In the case where one or both parents of a BIS student are employed at the school, they will be granted extraordinary members of the Association. 2.4. 1. Students are admitted in accordance with the admissions policy. The admissions policy is established by the school administration without discrimination against race, religion, gender or nationality. Discrimination does not take place in grant receiving alternative schools (Ersatzschulen) according to parental income as stated in the Bavarian education and school law (under Art. 7, section 4 GG and Art 96). Further, in accordance with Art. 7, sec. 4 GG and Art. 96 of the Bavarian education and school law for 25% of the students no discrimination is to take place in the supplementary school (Ergänzungsschule) because of parental financial status. 2. All financial means, including any surpluses, will be spent exclusively on educational 1. To avoid conflicts of interest, extraordinary members are not permitted: - to elect the Board or to stand for election to the Board or to fulfil the duties of a Board member. - to fulfil the duties of a member of the Election Committee for the Board. 2. In justified and exceptional cases of other conflicting interests, the Board is authorised to reduce any other ordinary membership rights of the extraordinary members if this is deemed absolutely essential. In such exceptional cases the extraordinary members concerned may exercise their right to lodge a protest. If the Board takes no remedial action, the protest must be heard at the General Meeting for final resolutions.
3.4 Expiration of Membership Every membership expires automatically through death, resignation or exclusion of a member. 1. A member may only resign at the end or in the middle of the academic year and the School Director must be notified in writing at least three months prior to this time. 2. Membership automatically expires for ordinary members when the child of the member or, in the case of more than one child being educated, when the youngest child has taken his/her final examination. 3. The Board has the right to withdraw the membership if the member - has persistently acted against the objectives and aims of the Association or - has persistently disturbed the peace at the school or - falls in arrears with the payment of contributions for at least 3 months despite reminders or - is the parent of a student, who has persistently and gravely disturbed the peace at the school and who has, as a result, been suspended from attending classes by the School Director according to the provisions of the school regulations. The Board can refrain from excluding the member if the latter is willing to remedy the consequences of the breach of duty within a period to be determined by the Board. Prior to the expulsion, the Board must give the member a just hearing. 3.5 Right to Vote 1. All ordinary Members of the Association as stated in 3.1. have the right to vote. Extraordinary members as stated in 3.3 have the right to vote with the exception of the election of the Board. 2. The eligibility to stand for election exists for all persons who are members of the Association as stated in 3.1.1. 3. In the case of more than one parent of one or more children being a member of the Association at the same time, they will only have one vote. In this case the parents or guardians have to agree among themselves who is to exercise the voting right. 4. If a member has not fully complied with his/her obligation to contribute, without prejudice of the provisions laid down in 3.6.2, the member is not entitled to vote and the child may not attend classes. 3.6 Contributions 1. In order to support the objectives of the Association every member must make contributions. The nature and size of the contributions will be determined by the Board. 2. The Board will establish the guidelines for granting financial assistance, fee reductions or scholarships for individual cases. 4 - General Meeting 4.1 At least one General Meeting will be held every academic year. The Board will convene the meetings by written invitation and will include a list of Agenda items. An acceptable invitation includes invitations sent via circular, ordinary or registered mail, as well as telecommunicative transmissions as described in 127 paragraph 2 BGB, in particular e-mail. The Board shall use its discretion to choose how the invitation should be sent in each case. The invitation letter is deemed to be received by the Member if the circular, ordinary or registered mail has been sent to the postal address last known by the Association, or if it has been sent to the e-mail address last registered with the Association. 4.2 The invitations to the General Meeting must be written in both English and German and be sent out at least 21 days prior to the meeting. 4.3 The General Meeting will be chaired by the Chair of the Board, his or her deputy or an appointed member of the Board. Decisions will be made by majority vote of all the members present. In the case of parity, the Chairman has the deciding vote. A void vote is to be treated like an abstention. Abstentions are not to be counted in establishing the vote majority. 4.4 The Minutes of the General Meeting must be written and signed by the Chair of the Board or his deputy together with another member of the Board. 4.5 Extraordinary General Meetings must be called by the Chair of the Board when a written request to do so is received from at least 10% of the members eligible to vote. The written request must include the reasons and objectives for the extraordinary General Meeting. The extraordinary meeting must be called within 35 calendar days after receipt of the request, adhering to the regulations laid down in 4.2 above. 4.6 The right to vote can only be transferred to another ordinary member of the Association according to 3.1. Each member may only exercise the right to vote for a maximum of three fellow members of the Association. 4.7 The main functions of the General Meeting are in particular: - The election of the Board. - The acceptance of the annual Board Report and the auditor s report. - The ascertainment of the annual fiscal report. - The approval of activities of the Board. - The approval of the budget. - The determination of general rules for the management of the Association's affairs by the Board. - The resolution of alterations to the articles of Association (see 11).
- The resolution concerning the liquidation of the Association and the disposal of its assets (see 12). 4.8 The General Assembly is legally allowed to recall the board or a board member if 20% of the membership entitled to vote is present. A board member can be recalled with a majority of 2/3 of the members present voting for his/her recall. 4.9 The General Assembly always takes place behind closed doors. It is up to the Chairman to decide whether to permit guests and allow them to take part in the discussion. 5 - Election of the Board 5.1 The process of election of the Board will be carried out by an Election Committee made up of five Association members. The Chair of the Board will select an elected member of the Board as Chair of the Election Committee. The Chair of the Election Committee will select four ordinary members of the Association as members of the Election Committee, following an orderly procedure. 5.2 The General Meeting elects the members of the Board for a period of two years. The election must take place in due time, prior to the expiration of the term of duty of the serving Board. Re-election to the Board is permitted. Every ordinary member as defined under 3.5.1 shall have the right to vote. 5.3 Every ordinary member of the Association as stated in 3.5.2 has the right to be nominated for the Board. The election committee compiles the list of candidates, whereby the list must contain at least three names more than the number of open positions. The Chair, Deputy Chair and Treasurer are to be elected to their positions by a direct vote. 5.4 The invitation of Association members to the election of the Board, written in German and English, must be sent at least 28 days prior to the election date. Regarding the method of sending the invitation, the procedures from 4.1 sentence 2 to sentence 5 apply. 5.5 Each member of the Association will receive a complete list of candidates named in alphabetical order. This list must be sent at least 21 days prior to the election date. The Chairman of the Election Committee is responsible for the correct distribution of the list and the invitation. Regarding the method of sending the candidate list, the procedures from 4.1 sentence 2 to sentence 5 apply. 5.6 If the Board election does not take place during a General Meeting as described in 4, voting can be done by post or electronically. The Board will use its discretion to decide on the most suitable form of voting for each election. 5.7 The candidates with the highest number of valid votes will be deemed elected. In the event of a tie, a final ballot must be taken. Unsuccessful candidates will serve as stand-by members. The Chair of the Election Committee must inform the Association members of the result of the ballot within seven days of the official result. 5.8 Election procedures are detailed in the Board Election Policy, written in accordance with the principles of general, direct, fair and secret elections. 6 - The Board 6.1 The Board consists of: a. - the Chair - the Deputy Chair - the Treasurer b. - the Secretary and - up to three further members c. - up to two members within the meaning of 3.1 appointed by the Board. 6.2 The board term for appointed members as described in 6.1.c. shall be two years. Further details are laid down in the Board s Rules of Procedure. 5 of these statutes is not applicable for 6.1.c. appointed members. 6.3 The period of office of the Board commences on the date of the election and will last, in principle, for two years or at least until a new Board is elected. The constituent Board Meeting must take place within 14 days of the election. At this meeting the Board elects the members for the outstanding positions through a majority vote. For these offices a reassignment of duties is permitted using the same procedure. 6.4 In the event that a member of the Board (as mentioned in 6.1.a.) resigns early, the Board must transfer the appointment to another Board member or to a stand-by member within the meaning of 5.7 by an absolute majority vote. In the event that another member of the Board resigns, provided that a stand-by member, as defined in 5.7 is not available, the Board may elect a member of the Association to the Board by majority vote, at least until a confirmation of appointment is made at the next General Meeting. 6.5 The regulations of 6.4 are also valid if members of the board are recalled. If the entire board is recalled by the General Assembly, the General Assembly will immediately vote for a new interim board, which will have a board term of three months. In this case 5.1 5.5 do not apply. The detailed procedure is regulated in the Election Policy according to 5.8. The interim acting board must ensure that new board elections take place according to 5.1 to 5.8 within three months. 7 - Terms of Reference of the Board 7.1 Within three months of its election, the newly elected Board must define its internal rules of procedure. These rules must be accessible to Association members upon request. Within these internal rules of procedure, the individual tasks of each Board member must be explained.
7.2 The Board is responsible for the management of the Association. It carries out the resolutions of the General Meeting and administers the finances of the Association. In particular the Board is responsible, in conjunction with the school management, for the established guidelines concerning the educational programs and objectives, the school administration, remuneration and all decisions concerning employment, dismissal and promotion of staff; it is also the responsibility of the Board to establish guidelines for the funding of school operations and investments, in particular taking out bank loans and other financing possibilities. The Board establishes the annual budget and submits it to the General Meeting for approval. The Board is responsible for book-keeping and audit control as per 10 of these Articles. 7.3 The School Director and the Business Director or, in their absence, their representatives, are generally to be invited to all Board Meetings, other than on occasions where the topic of discussion concerns them. (e.g. Contract of Employment, remuneration, method of management, etc). Any decision concerning the above cannot be taken without first hearing their explanation. The Board may invite teachers of the school, other Association members or third parties to a meeting for hearing and advice. 7.4 The Board will establish a Parent Advisory Committee from the ordinary members which will, in accordance to Bavarian School Law, take on an advisory function to represent all 3 levels in school - primary, middle and secondary years - in particular the relationship between the teaching staff, students and parents. 7.5 The Chair, or in his/her absence, the Vice-Chair, together with one other member of the Board (Treasurer, Secretary or one other member of the Board) represents the Association in legal and non-legal matters. The acquisition or the disposal of land or property is internally subject to the agreement of the General Meeting. 7.6 Furthermore, the Board can give to the School Director, the Business Director, the Chairman, or any other Board member, Power of Attorney to enter into any kind of legal transaction and undertaking for the Association. 7.7 In order to fulfil its obligations towards the Association, the Board is authorised, when necessary, to establish special committees chaired by Board members and to transfer the responsibility for dealing with special matters to these committees. The Board may also ask individual members of the Association to take over special tasks. 7.8 Work for the Association, either as member of the Board, in advisory groups, committees or in any other way is honorary. Exempted from this are the activities of the School Director, teachers or administrative personnel of the school, which are covered by employment contracts. Travel expenses incurred on behalf of the Association may be reimbursed in accordance with the valid tax regulations pertaining to travel. Any further cash expenditure made in the interest of the Association may be reimbursed with the Board's approval. 8 - Board Meetings 8.1 The Board will convene at least every two months. 8.2 Invitations to Board meetings are written. Details are regulated within the Board procedures. 8.3 The Board has a quorum when at least half of the members are present. Decisions are made by majority vote. In the case of a tie, the Chair has the deciding vote. 8.4 Minutes of meetings must be produced and approved by the Board. 9 - The School Director 9.1 The School Director is directly responsible to the Board. He is employed by the Board. The Board will determine in an employment contract the rights and responsibilities as well as the remuneration. 9.2 The School Director will manage the school according to his employment contract and in accordance with the Articles of Association and as instructed by the Board under the Bavarian school laws. 9.3 The School Director will attend the Board Meetings according to the regulation of 7.3 acting in an advisory capacity. 9.4 The Board is empowered to employ a Business Director. The rules in 9.1 to 9.3 apply. 10 - Bookkeeping and Audit 10.1 The Board does the accounting for the Association in accordance with appropriate bookkeeping practices and the laws and regulations of the Commercial Code. 10.2 All accounting records and notes must be kept in files in the school administration offices or in another place determined by the Board. 10.3 During the business year, which starts August 1st and ends July 31st, the Board must, at least once, at a General Meeting present a financial report of the annual accounts of the Association, wherein all important events and the state of the Association is explained. The annual report is to be presented in accordance with 242ff HGB (Commercial Code). Association members have the right to see the annual fiscal report, the audit report as well as the confirmation of the report and upon written request may receive a copy of the report. 10.4. The annual financial statement is to be audited. The Board elects annually the auditor or the auditing firm, prior to the end of the fiscal year, and gives the appropriate instruction for auditing. The auditor's report and confirmation is to be attached to the annual report. 10.5 The annual report is to be confirmed by the General Meeting. 11 - Amendments to the Articles of Association 11.1 The Articles may be amended at the General Meeting. The exact wording of the proposed amendment must
be attached to the convocation of the General Meeting. The Assembly can exercise decision making when a quorum of at least 20% of the voting members eligible to vote are present. For any decision a 2/3 majority of the votes cast is essential. Should the quorum not be reached for the assembly, a new meeting date for a general assembly can be called. The invitation requires at least 10 calendar days notice prior to the assembly. The decisions for the amendments of the articles can now be taken with the majority of 2/3 of the votes cast. 11.2 Decisions for the amendments of the articles can also be taken in writing. To set the written voting into motion 4.2 and 11.1. sentence 2 are applicable as well. Decisions require a 2/3 majority of the votes cast. The written conclusion is finalised when all votes have been received by the deadline set by the Association. The members are to be informed of the result. 11.3 An alteration to the objectives of the Association and/or of the non-profit status is not permitted. Should it be ascertained that a resolution might have such an effect, then the resolution is null and void. 12 - Dissolution of the Association 12.1 The Association can be dissolved by the General Meeting. The General Meeting can only take such a decision if 40% of the voting members are present. The decision to dissolve the Association requires a ¾ majority of the votes cast. The intended dissolution of the Association must be conveyed and justified to the convocation of the General Meeting. 12.2 The resolution to dissolve the Association must specify the organisation that will receive the assets or property of the Association. In the event that the Association is dissolved or it loses its tax-privileged status, the assets of the Association will be left to a legal entity under public law or another tax-privileged corporation, and dedicated to scientific, educational or training purposes. The decision for the future use of the assets requires the approval of the responsible state authorities.