1. MEMBER OF COUNCIL
Mr. Brian Dallamore
Mr. Richard Cornwallis
Mr. John Arnold
Mr. Justin McPhillips
Mr. Philip Thorpe
2. COUNCIL OF TRUSTEES – LEGAL STATUS
The British International School Foundation is controlled by the Council of Trustees which comprises the Chair, the Secretary, the Treasurer and at least two (2) and at most seven (7) Members of the Council.
Members of the Council should normally be experienced managers of standing in the British community in Jakarta, in a position to contribute to the proper running of the Foundation, and with a clear interest in the school. Others of similar standing and comparable interest in the school, including those of Indonesian or other nationality, may from time to time be elected.
The Council administers the affairs, property and assets of the British International School Foundation. It represents the Foundation in or out of the court, and acts for and on behalf of the Foundation in all transactions concerning the management of the affairs and disposition of the property and assets of the Foundation. It delegates to the Board of Governers certain responsibility for administration of the school, whilst retaining ultimate authority over and responsibility for all matters pertaining to the school.
The Council is entitled to promulgate regulations under which the school is administered by the Board of Governors.
The Council is obliged to provide a full-time education based on the British curriculum for any child whose company or parents possess a valid Capital Levy Certificate, provided that the child is, in the judgement of the Principal and the Council, educationally and legally qualified to enter the school.
The Council is responsible for ensuring that, under all reasonable circumstances, no British child resident in Jakarta will be denied an education.
The powers and duties of the Council comprise those laid down in the Deed of Establishment of the Foundation, and also include the following:
(a) Determination of the composition, method of selection or election, terms of office and responsibilities of the Board of Governors, including appointment of the Chair of the Board of Governors, the Treasurer and all members, including members nominated by parents through a process of parent election.
(b) Approval of annual budgets for both the operating fund and the building fund and of the proposed school fees.
(c) Following sanction of the capital budget, approval of all capital expenditure and commitments in accordance with authorities listed in Appendix 5 – Authorisation Limits and Signatories.
(d) Liaison when necessary with the Indonesian Ministry of Education and all other government bodies for all matters.
(e) Signing of legal documents on behalf of the school.
In order to provide a forum for the exercise of its authority, and to exchange views with the Board of Governors, the Council shall hold not less than one full meeting per school term; this meeting will be attended by the Chair and Treasurer of the Board together with the Principal. At such full meetings, the Council will review expenditure against budget, the progress of the school against the Development Plan, and any other business.
The Council will hold an annual general meeting.
4. ELECTION OF COUNCIL OFFICERS AND MEMBERS, AND COMPOSITION OF THE COUNCIL
The Chair, Secretary and Treasurer are the elected officers of the Council. They and the Members of the Council are elected at the Annual General Meeting of the British International School Foundation and they hold office for a term of two years.
The Treasurer is normally elected at an annual general meeting, and holds office for a term of only two years.
There is no limitation on the number of terms that the Chairman, Secretary and Members of the Council may serve.
4.1 Resignation and Termination of Appointment of Council Members
An officer or member of the Council may resign from his service from time to time by giving a prior written notice to the Foundation.
The elected term of an officer or member of the Council may be terminated before its normal conclusion:
(a) at the member's own request;
(b) at death;
(c) if any bankruptcy proceedings are commenced against or by him,
or having a receiving order made against him.
(d) when so decided at a Council meeting.
4.2 Vacancies on the Council
Whenever a permanent vacancy occurs on the Council, the remaining members may, by majority vote, appoint a successor to complete the unexpired term.
5.2 Council of Trustees/Board of Governors Relationship
The Council delegates responsibility for the administration of the school to the Board of Governors in keeping with the guidelines of authority and responsibility adopted by the Council in January 1982. The Council relies on the Board of Governors to determine policies for school administration. It reserves the right to establish the school's admission policy in conjunction with the Board of Governors.
The Council relies on the Chair of the Board of Governors to represent the views of the Council on all matters concerning the administration of the school.
The Board of Governors may, in extraordinary circumstances, request additional formal meetings with the Council.
5.3 Council of Trustees/Principal Relationship
The Principal is responsible to the Council for the submission of routine reports on the progress of the school.
(a) Administration (other than financial) of the affairs, property and assets of the Foundation.
(b) Maintenance of records of the Foundation (other than financial records).
(c) One of two co-signatories of cheques signed by the Treasurer for withdrawals from the Foundation's account at the bank for amounts exceeding an amount agreed by the Council; signing of cheques up to an agreed amount in the absence of the Treasurer; co-signatory, together with the Chair, for amounts exceeding an amount agreed by the Council in the absence of the Treasurer.
(d) Preparation of minutes of meetings of the Council.
(e) Signing of the minutes together with at least one officer or member present at the meeting.
(f) Determination of the time and place of all meetings of the Council in the absence of the Chairman.
(g) In consultation with the Chair, issuing of notices for all meetings of the Council.
(h) Performing such other duties as may be assigned by the Council.
6. NOTIFICATION OF COUNCIL MEETINGS
The Chair (or, in his absence, the Secretary) determines the time and place of all Council meetings, and the appropriate notices are issued by the Secretary.
At least one week's prior notice shall be given to the officers and members of the Council for regular meetings.
At least two weeks’ prior notice in writing, setting out the agenda, shall be given to each officer and member of the Council for annual general meetings.
At least fourteen days prior notice in writing shall be given to the officers and members of the Council for Council meetings called for the purpose of amending the Articles of Association of the Council.
6.1 Annual General Meeting of the Council
The annual general meeting of the Council is held not later than five calendar months after the end of the financial year (31st July).
The annual and financial reports of the Foundation are presented at the annual general meeting.
The Chair and Secretary (and normally the Treasurer) and members are elected at the annual general meeting. The auditors are elected at each annual general meeting.
6.2 Regular Council Meetings
The Council holds not less than one full meeting each school term that will be attended by the Chair and Treasurer of the Board of Governors together with the Principal. At such full meetings, the Council reviews expenditure against budget and the progress of the school against the development plan, and conducts any other necessary business.
6.3 Special Council Meetings
The Council may call a special meeting for the purpose of amending the Articles of Association of the British International School Foundation. Any such amendments shall be proposed in writing, signed by two officers and/or members, and sent to the Secretary at least ten days prior to the meeting. The Secretary shall distribute the proposal to all members of the Council.
A special meeting is required for the voluntary dissolution of the Foundation. In the event the Foundation is so dissolved, all debts and liabilities legally incurred on behalf of the Foundation, if the Foundation's funds allow, shall be fully discharged. The remaining funds shall be disposed of as decided upon by an annual general meeting or the special Council meeting at which the resolution for the voluntary dissolution of the Foundation was passed.
All officers and members of the Council may be represented in an annual general meeting and in regular meetings of the Council by way of proxy.
For regular Council meetings, three officers and/or members present or represented by proxy shall form a quorum.
A quorum for annual general meetings, special meetings for the purpose of amending the Articles of Association of the Foundation, or a special meeting for the purposes of dissolving the Foundation, shall be at least three-fourths of the officers and members of the Council being present or represented.
If, within half-an-hour of the time appointed for the annual general meeting, a quorum is not reached, the meeting shall stand adjourned for not more than two weeks. The period of the adjournment will be stated by the Chair.
At the following meeting, if a quorum is not reached within half-an-hour of the time appointed for the meeting, officers and members present shall constitute a quorum, but they shall not have the power to alter, amend or make additions to the Articles of Association of the Foundation.
6.5 Voting Method
Unless otherwise stipulated in the Articles of Association, all decisions of the Council will be taken by a simple majority vote.
Each officer and member of the Council has one vote. In the event of a tie, the final decision will be determined by the Chair.
Amendments of the Articles of Association and Dissolution of the Foundation require a three-fourths majority of the votes cast.
Minutes of Council meetings shall be made by the Secretary and signed by the Secretary and at least one officer or member present at the meetings.
Minutes of Council meetings will not be circulated to each individual member of the Board of Governors. However, the Chair of the Board of Governors has the approval of the Council to advise the Board of the content and outcome of proceedings of Council meetings.
7. INDONESIAN GOVERNMENT RELATIONS
The Council is responsible for all liaison and correspondence with the Indonesian Ministry of Education and all other government bodies, with the exception of the routine submission of statistics by the Principal.
Representational and other ceremonial functions and offerings of hospitality are attended or made by the Principal as the official head of the school.
In the event of an inspection of the school by the Indonesian Ministry of Education, the Principal shall (if feasible) inform the Council in order to ensure the presence of a Council representative.