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Page 2 of 6 3. The Board The Board shall mean the governing body elected at the Annual General Meeting of Parents, charged with making authoritative decisions for the enhancement, protection and well-being of the School and its students. The Board represents the interests of the parents as a collegial body taking collective decisions for the enhancement, protection and well-being of the School. The Board shall have full authority and responsibility for all matters connected with the governance of the School. In fulfilling its governing function, the Board shall establish such policies as may be required from time to time for the proper and efficient operation of the School. 3.1 Elections (procedures) Elections to the Board shall be conducted in accordance with the following procedures: 3.1.1 Parents shall be notified of Board vacancies by the Board Secretary through advertisements in school publications requesting applications for nominations for all open positions. Invitations for Board membership shall be distributed to all interested and qualified community members 3.1.2 Completed applications shall be submitted to the Board Secretary through the School office. The Secretary shall then prepare and send out a written ballot to parents setting forth the candidates’ names and short biographies. Efforts shall be made to ensure that the major national and/or community interests supporting the School are duly represented on the Board. 3.1.3 Elections shall be conducted by written ballot. The counting of ballots shall be supervised by the Board Secretary and two representatives of the Parents. In the event that the Secretary is a candidate for re-election, the ballot shall be supervised by another Board Member who is not a candidate for re-election, or, failing such a Board member, a representative of the Parents. 3.1.4 Voters get as many votes as there are vacancies, but no one candidate shall receive more than one vote per ballot paper. Voters may cast fewer votes than those to which they are entitled if they so desire. Ballots with more candidates checked than the number of vacancies being contested, or with any other irregularities, shall be declared invalid. 3.1.5 New Members are elected in order of the number of votes received. In case of a tie for the last remaining vacancy, a run-off election shall be held as soon as practicable, preferably during the same meeting. 3.2 The recall of Board members Parents are at all times entitled to recall one or more members of the Board by calling a General Meeting according to the procedure outlined in Section 2.1 of these by-laws. The Parents may upon recalling a member of the Board decide to replace him/her with a new member, per Section 3.1. An election to replace recalled board members is obligatory if less than four (4) voting members remain following a recall vote. 3.3 Composition of the Board 3.3.1 Composition proper The board shall have eight voting members chosen by the Parents. If less than eight Parents are elected, there shall be no less than four voting members elected to the Board. Parents may nominate and elect a non-Parent as a member. However at all times parents shall represent a majority of the voting board-members. VIS staff will not be entitled to run for the Board but those who are Parents are entitled to vote and propose candidates. The Board may appoint Parents and non-Parents as non-voting ex-officio members. The Director will be an ex-officio member of the Board qualitate qua but without the right to vote. 3.3.2 Elections Elections for the Board shall take place every September at the Annual General Meeting. Elected Members shall be elected for a twenty-four (24) month term, with no term limitations placed on their right to stand for re-election. In the event that an elected position becomes vacant prior to the completion of the term of office, the vacancy shall be filled by appointment of the Board until the next election (in principle the runner –up of the most recent election); however, if twelve (12) months or more remains in the term concerned, a bi-election shall be held in accordance with the procedures set out above. In the case it is already known that a seat will become vacant, a ‘ninth’ or ‘tenth’ member may (already) be elected by the AGM. Every year 4 (four) seats shall be opened up, also in the case of more than 4 members enjoying a 2-year term. 3.3.3 Removal of Board Members. Members of the Board may be removed from the Board by a vote of two-thirds (2/3) of the Members if such Member does not attend three consecutive regularly scheduled meetings, is in material default of his/her financial obligations to the School, or is in obvious breach of his status as Board member. 3.3.4 Officers The Board shall elect four (4) Board officers from among its voting Members: Chair, Vice-Chair, Treasurer, and Secretary (see 3.8 for details). These officers shall be elected by the full voting Board, through secret ballot and by a simple majority, at the first meeting after the election. The term of office shall expire, the following year, with the right to be re-elected to the same or another officer position on the Board. Officer positions which become vacant shall be filled in the manner above at the next meeting of the Board following the occurrence of the vacancy. Newly elected officers shall hold office for the remainder of the unfulfilled term. Board members shall duly sign a relevant ‘conflict-of-interest’ document before taking their seats. 3.3.5 Appointed Members of the Board. The Board, by simple majority vote, may appoint non-voting Members to the Board for terms not to exceed one year to assist from time to time in the effective discharge of its duties and responsibilities 3.3.6 Others As indicated in 3.3.1, the Director shall serve as an ex-officio, non-voting Member of the Board. Staff and Parents shall be invited on a case-by-case basis to attend (part of) relevant Board meetings.
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