These are the important provisions contained in the Amended By-Laws which institutionalize sustainable reforms at International School Manila:
NAME CHANGE. The former corporate name was generic: International School Inc. We need to build our brand: the new corporate name will be "International School Manila Inc."
TYPES OF MEMBERS.
1. Sustaining members will form the backbone of the new structure of International School Manila. The Sustaining members - who will not number more than 30 institutions or individuals at any one time and which have in the past, present, or will in the future, contribute to the resources of the school - will formally organize themselves (appointing a Chairperson, Vice-chair and Secretary from among them) and receive reports from the Board and the Superintendent. In the event that any Board or Committee on Trustees will lack quorum, they will step in to fill vacancies in the standing committees as well as any Interim Board that might be required again in the future. Sustaining members will also have half of the available seats in the Committee on Trustees (more on this below). This group will likewise nominate the 5 candidates for trusteeship from among their ranks, who will stand for election as the Sustaining or Honorary member trustees.
2. The new By-Laws remove the discretion from the Board of Trustees in appointing Honorary Members and instead will compel the Board to select some. As an important third source for Trustees who will stand for election, the Honorary members could be non-parents and may or may not be residents of the Philippines and who would have had distinguished careers that would make them valuable as a Trustee of ISM.
3. Former Trustees would be re-classified from being Associate Members who can vote on issues raised for voting by members, into being Honorary members with either limited three-year terms, or at the discretion of the Board, longer terms, but who cannot vote on issues or during elections. As Honorary members, however, former Trustees may be nominated again to stand for election in the Board of Trustees.
4. The Membership Committee will be formed as a standing committee with four members, composed of at least two Sustaining or Honorary Member trustees and at least one Associate Member trustee. Its main task would be to recommend to the Board who could be Sustaining Members and Honorary Members.
COMPOSITION OF THE BOARD OF TRUSTEES.
1. There will be two types of Trustees: 5 of 10 Trustees will come from the ranks of Sustaining and Honorary members who may or may not be parents at the school; and 5 of 10 Trustees will come from the ranks of Associate members (parents of the school). In any case, under the Corporation Code, all 10 Trustees need to stand for election by the members.
2. There will be one seat reserved permanently for the candidacy of a senior ranking official of the United States Embassy, if there is no such Trustee in the Board or if such Trustee is retiring, in recognition of the school's history, the resources provided to the school by this institution, as well as the composition of and the location of the first-choice colleges and universities of the majority of its student body.
3. Aligned with the efforts at improving corporate governance world-wide, the new By-Laws include provisions similar to the Code of Corporate Governance being implemented by listed corporations. It lists the disqualifications of nominees who could stand for election as Trustees.
4. There will be a Committee on Trustees that will vet each nominee whether from among those endorsed by the Sustaining members or nominated by Associate members. This Committee will also be in charge of ascertaining if any of the nominees have any of the disqualifications identified in the By-Laws which would prevent one from standing for election. Additionally, it will determine the election guidelines and identify and impose consequences for the violation of such guidelines. This Committee will also very importantly recommend the best nominee(s) from among the Associate members who wish to stand for election as Trustee so that those who trust the Committee at its job may have guidance on who would be the best candidates. The Committee on Trustees will have 6 members: 3 incumbent Associate member trustees and 3 sustaining members that do not have incumbent Trustees on the Board. None of the members of this Committee may stand for election as Trustees at the ensuing AGM or any special meetings for elections. The final important roles of the Committee on Trustees are: (a) to evaluate the Board; and (b) to ensure that the incoming Trustees are properly trained and that each one is familiar and works in line with the role of a Trustee, and the function of board governance.
POWERS OF THE BOARD, DUTIES OF TRUSTEES AND OTHER OFFICERS.
1. Unlike the previous By-Laws, the new Amended By-Laws distinguish between the powers and duties of the Board, which lie mainly in establishing short-term and long-term goals, and the duties of the Superintendent, which lie mainly in recommending and implementing strategies to achieve these goals based on parameters and checks and balances set by the Board. This new formal structure was delineated largely by the Board Policy Manual which was updated in early 2004, but which was contravened by the wording of the old By-Laws. More importantly, the division of labor and power between the Board and the Superintendent reflects the most progressive theories and best practices on board governance of non-stock corporations available at this time.
2. The Superintendent is finally mentioned in the By-Laws and is, according to world-wide best practices, designated as the chief executive officer of the school corporation. This structure ensures that the individual in-charge of the school's day-to-day operations is a professional educational administrator and is working at it full-time, and minimizes the chances that someone who is either not a professional educational administrator or is a part-timer could be left in-charge of the school's affairs.
3. The Board hires and evaluates the Superintendent, and the Superintendent hires and evaluates everyone else in the school excluding the agents appointed by the Board directly. Opportunities for conflict between the Board and the Superintendent would be minimized.
4. Despite the many changes in structure, remaining among the powers of the Board is the ability to "adopt policies for the government of the Members and management of the affairs of the Corporation, its property and facilities."
5. The newly elected Trustees will NOT start their term immediately, but only on August 1st of the next fiscal year, providing time and opportunity to train as Trustees and take professional development courses, if necessary, on this role.
ELECTION OF TRUSTEES AND VOTING ON OTHER MATTERS.
1. Only voting in person will be allowed. The member may either vote at the meeting or up to 7 days before the meeting at designated voting areas on school grounds. Proxies will only ever be used to establish quorum.
2. The Committee on Trustees will recommend the best candidates for Trustees to assist those who would place their trust in this committee.
1. The three new standing committees will be the Membership Committee, the Committee on Trustees, and the Audit Committee.
2. The Audit Committee will have three members and its Chairman will be an incumbent Trustee. The most important function of the Audit Committee is to perform oversight financial management functions to ensure the integrity of internal control activities being conducted by the Superintendent's staff and thereby provides the system of checks-and-balances that are required from the Board of Trustees as part of their fiduciary responsibilities. Again, forming the Audit Committee brings the new Amended By-Laws in line with world-wide best practices on corporate governance at this time.
3. The functions of the Membership Committee and Committee on Trustees have already been discussed above.
In the remote possibility that the situation of Sept 2006 occurs again,
the Sustaining members would be permanently allowed to organize and empower
an Interim Board in the new Amended By-Laws so that at no time will the
school ever suffer from the absence of a functioning Board.