Article I: Name
The name of the association shall be “The Association of International Schools in India,” hereinafter referred to as ‘TAISI’.
Article II: Registered Office
TAISI shall have its Registered office at Bangalore, India and referred to as Head Office and may establish branch offices in other locations.
Article III: Function and Objectives
TAISI shall function as a regional association of those persons, schools and other entities that are already members.
TAISI shall have as its objectives:
1. Advancement of internationalism through education by the distribution of services to its members including, but not necessarily limited to, the professional development of teachers and administrators in partnership with the students they serve;
2. Promotion of intercultural understanding and international friendship through the activities of its members;
3. Development of regular, on-going in-service opportunities for administrators, teachers and students within the region;
4. Cooperation with other non-member organizations and individuals in the region pursuing the same objectives;
5. Collaboration with similar associations and other regional organizations.
6. All members of the Association to adhere to the ‘Ethical Practices’ outlined in a separate document.
Article IV: Statement of Character
1. TAISI shall be exclusively educational, and scientific in character: it shall be non-profit, with no part of its net income used to benefit any member. Should there be any accounting surpluses, they may be used only for the reduction of any operating deficit, or other purposes.
2. It is the intention of TAISI that it shall continue in perpetuity as set forth herein.
Article V: Membership
1. Any school after going through the objects/ byelaws of TAISI must indicate in writing to TAISI its acceptance and intention to become member of TAISI, the application form for membership is to be accompanied with Rs. 25,000/- being the non-refundable membership fee, the said application form for membership along with non- refundable fee shall be placed before the Board of Directors for their approval which shall be final and binding.
2. a. Schools pursuing any of the following activities can apply for the membership
(i) offering a curriculum in which the culture and educational system of two or more countries are represented; or
(ii) offering a curriculum typical of another country, but located in India and actively pursuing cultural exchange with India; or
(iii) having a student body of diverse nationalities, educational aims and curricula offerings which promote and support the purposes of AISI.
b. AFFILIATE MEMBERSHIP, open to like-minded schools in the region that are not or do not wish to become members of TAISI
3. TAISI membership in all categories shall be approved by majority vote of the TAISI members but final acceptance into membership shall be subject to ratification by the Board of Directors).
4. Annual fees for membership classes will be decided by the Members.
5. The rights and privileges of membership in TAISI in both membership categories shall be determined by the Board Members and TAISI subject to the following provisions:
a. Each School Member shall be represented by no more than two persons, the Principal or Head of School or Chief Executive Officer and the Chairperson of the Governing Body or persons nominated by the Governing Body who is acceptable to the Board of Directors of the TAISI. However, each member school shall have only one vote in the general body.
b. Only School Members shall have the right to take the floor and to vote, through their Official Representatives, at General Meetings of AISI.
c. Only the Official Representatives of School members shall be eligible to serve on the Board of Directors of AISI.
6. Membership in TAISI shall cease under the following three circumstances:
a) By Voluntary resignation.
b) Failure to pay annual subscription fees to TAISI within 30 days from the date of commencement of every academic year or such other date as fixed by the Board of Directors.
c) Decision by the Board of Directors on any member school indulging in the activity which is detrimental to the interest of TAISI and are contrary to the objects of TAISI. The Board of Directors shall also be empowered to remove any member school committing breach of the bye-laws/objectives of the TAISI. The Board of Directors shall give an opportunity of hearing to the member school before making a decision. Any decision of the Board of the Directors shall be final and binding.
Article VI: Financial Means
The financial framework of the association will be established and maintained through:
a. formal support and subsidies from TAISI, including a portion of membership fees, and of the Capital Fund and the yield thereon.
b. conference and workshop fees;
c. any additional TAISI membership fees and/or levies;
d. donations;
e. any other sources of income.
Article VII: The General Meeting
1. TAISI shall hold one Annual General Meeting per year, at a time to be determined by the TAISI Board of Directors. Extraordinary General Meetings may be called as required by the Board of Directors, or may be demanded by written request to the Board of Directors made by at least one-fifth of the TAISI membership, stating the reasons therefore and defining the agenda. In the latter case, the Extraordinary General Meeting shall take place within two months from receipt of the request. General Meetings will take place in one of the TAISI regions in a location that takes account of the ease of access of all its members, as well as the facilities and security offered.
2. Notice of all General Meetings must be sent out by the TAISI Board of Directors at least one month in advance of the meeting. The notice shall designate the time and place of the meeting and shall be accompanied by the agenda and a form for the designation of a proxy vote. A motion note set forth in the agenda may be proposed in writing at a General Meeting provided that a quorum of at least one-third of the official representatives of the membership are present in person or in proxy, and a majority of those representatives give approval.
3. A quorum shall require the presence in person or by proxy of at least one third of the official representatives of the membership.
4. Decisions and elections shall have the approval of a majority of the membership present in person, or voting by mail. A resolution to dissolve the association shall require a two-thirds majority of the total membership.
5. The Chair at all General Meetings shall be taken by the Chair of the Board of Directors of TAISI or, in his/her absence, by the Vice-Chair. If neither the Chair nor Vice-Chair are present, the Chair at General Meetings shall be taken by a person elected by and from those members of the Board who are present. Motions and decisions shall be recorded in minutes, and distributed to all TAISI members through the Regional office within one month of the General Meeting.
6. The following items shall fall within the competence of the General Meeting:
i. Approval of short and long-term planning initiatives which enhance the objectives of TAISI.
ii. Approval of the business report and annual accounts, and of the Auditor’s report for the fiscal year past, discharging the executive bodies from responsibility;
iii Election and removal of Directors;
iv. Election and removal of Auditors;
v. Approval of amendments to the Bylaws;
vi. Decision to dissolve TAISI;
vii. Any other items in accordance with a decision taken by the Board.
Article VIII: Board of Directors
1. The Board of Directors of TAISI shall consist of a minimum of five (5) and a maximum of seven (7) official representatives of member schools. All Directors shall serve in an honorary capacity.
2. The term of office for regularly elected members of the Board shall be two years and extended until the second Annual General Meeting following their election; but this notwithstanding, the period of office shall not end until successors are elected. Resignation during the period of office shall be permissible. In the event that a member of the Board ceases to be the official representative of a member school, his/her membership on the Board shall automatically terminate.
3. In the event of vacancies occurring between General Meetings, because of resignation or for other reasons, the Board may elect Directors to fill such vacancies until the next General Meeting, at which an election shall be held to fill the remainder of the original term.
4. A director may serve a maximum of 3 consecutive full terms, or 6 consecutive years.
5. The Board shall at its first meeting after the election of new Directors by a General Meeting and at such other times as may be necessary, elect a Chair, a Vice-Chair, a Treasurer and other such officers as it may decide. In the event of vacancies in said offices occurring between Board meetings, the election of interim officers to serve until the next Board meeting, may be conducted by mail ballot, said elections to be effected by at least three members of the Board.
6. The Board shall meet no less than two times a year, one meeting being held after the AGM.
7. Notice of all Board meetings shall be sent by the Chair, or in the event of his/her incapacity, the Vice-Chair or another member of the Board, at least two weeks before the meeting. The notice shall designate the time and place of the meeting. A meeting of the Board may take place immediately following a General Meeting without the requirement of two weeks’ notice.
9. A quorum shall consist of at least four (4) members of a Board of seven (7) members, and at least three (3) of a Board of five (5) members.
10. Decisions shall be effected by at least one-half of the Directors present, but in no case by less than three (3) Directors. In case of a tie, the Chair of the meeting shall cast the deciding vote.
11. In the absence of the Chair, the chair at meetings will be taken by the Vice-Chair or another Board member elected by those present.
12. Any person other than a member of the Board may be designated to record the minutes of Board meetings. However, the minutes shall be subject to approval by all Board members present at that meeting before they are officially published.
13. Members of the Board of Directors or any committee designated by that Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
14. Subject to the Bylaws of the association, the Board of Directors can take decisions without a meeting, provided written consent for such decisions is given in writing and ratified in the next meeting,
15. The Board represents TAISI to the educational community within India and abroad.
16. All decisions, actions and policies effected by the TAISI Board must be in accordance with the philosophy, objectives, bylaws and other regulations of TAISI.
17. Within the competence of the Board of Directors falls:
i. The constitution of all committees and appointments to membership on them;
ii. The making of policy of AISI, the general planning and approval of its activities, and the taking of decisions in respect of all important matters or
questions of principle affecting AISI;
iii. Decisions regarding membership in accordance with Article V, including
the election of Honorary Members of AISI;
iv. Determination of any additional fees, levies and assessments, and of the rights
and privileges of AISI membership, consistent with the provisions of these
Bylaws;
v. Determination of the right of signature for the Board of Directors;
vi. The receiving, holding, purchase, sale or lease of real estate or other property, and the arrangement of financial credits;
vii. The decision as to the taking or defending of lawsuits, or to the refraining from so doing, or to settlements out of court;
viii. The control of the financial means; the preparation of the Audit and the Annual Report;
Article IX: Officers
1. The Officers shall be chosen by the Members. There shall be a Chairperson of the Board, a Vice-Chairperson, and a Treasurer, and such other officers as the Board of Directors may elect.2. The officers above named shall be Directors, and shall be chosen by the Members at its first meeting after each ordinary General Meeting of TAISI.
3. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
4. Each officer shall hold office until the next General Meeting of TAISI or until his/her successor is chosen and qualified, or until his/her earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by a three-fifths majority of the full Board of Directors.
5. The Chair of Board of Directors shall preside at all meetings of the members and directors, and shall have such other duties as may be assigned to him/her from time to time by the Board of Directors.
7. The Vice-Chair shall perform such duties as may be assigned to him/her from time to time by the Board of Directors.
8. The TAISI Head Office shall keep and distribute the minutes of all meetings of the Board of Directors and of the Members; and shall attend to the giving and serving of all notices of TAISI, subject to the approval and control of the Board of Directors.
Article X: Auditors
1. The General Meeting shall elect a firm of Chartered Accountants as auditors for each fiscal year.
2. The Auditors shall report to the Board of Directors on the financial condition of TAISI. They shall, in addition, verify inventories, accounts, vouchers, and cash status, and prepare a report on the results of their audit for presentation at the TAISI Annual General Meeting. They shall have right of inspection of all files and supporting documents.
3. The Auditors shall also advise in all matters related to all statutory compliances, adhering to all Laws of the land, financial matters and other matters as deemed fit for proper & efficient running of the Association, which would also entail setting up of systems/procedures as would be deemed necessary.
Article XI: The Accounting Period
The accounting period shall be the twelve-month period ending on March 31st of each year.
Article XII: Liabilities of Members
No Member of TAISI shall have any obligation in respect of its liabilities.
Article XIII: Amendments to Bylaws
1. These Bylaws may be amended at an Annual General Meeting of TAISI as provided in Article VIII above, except that Articles IV and XV may not be amended in such a manner as to impair or alter the character of AISI, nor may any amendment be made in such a manner that contradicts the philosophy, objectives, bylaws or other regulations of TAISI.
2. The text of the proposed amendment shall be submitted by the Board of Directors to the membership along with the notice of the General Meeting. An amendment may also be proposed at a General Meeting provided it is in writing; but in this case the text must be submitted to the entire membership within two months after the meeting, together with a ballet to be returned within two months from the date of mailing.
Article XIV: Dissolution
If upon the dissolution of TAISI, after the satisfaction of all its debts and liabilities, any properties whatsoever shall be given to some other society/association with similar objects as TAISI, the same to be determined by votes not less than three-fifth’s of the members present personally at the time of dissolution.
Article XV: Situations Arising Outside These Bylaws
In the event of a situation arising not covered by these bylaws, the Board of Directors will be empowered to decide upon an appropriate course of action, provided that such action falls within the spirit of these bylaws, and is in accordance with all bylaws and practices related to TAISI.
Adopted:
__________________________ Date: _________________________
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