Resolution #7

Ci-joint le texte de la resolution déposée le 24 avril.

RESOLUTION REQUEST FOR THE GENERAL ASSEMBLY OF MAY 23rd 2019

Hong Kong, April 24th, 2019

Considering that

  • the current FIS school’s governance needs to be reviewed in light of the status change to partnership in order to maintain the balance and power and reinforce the skills of the Board,
  • the outcome of the parents’ vote validating the Board’s recommendation to revoke the convention  and move to a partnership will profoundly impact the FIS’s operations for the years to come,
  • the parents are entitled to validate the engagement letter of the future pedagogic team and their intended vision for the school,

we request, for the smooth operation of the FIS, in case of a positive vote for the Board’s recommendation to transition to partnership the following resolution:

A postponement of the termination of the current convention agreement coupled with an extension of the transition period  until the governance reform, the pedagogic plan and the engagement letter of the future team in charge of the transition to the partnership status  are approved by the members by vote in an Extraordinary General Assembly, within a period of 6 months after their disclosure. In the absence of validation by the members, the transition to partnership will be terminated.

Art 580 Statement related to Resolution # 7 to be circulated to the members before the AG on 23 mai 2019

The status change to partnership is going to profoundly impact the FIS’ mode of operation for the years to come.

  1. Governance must be reviewed before terminating the convention currently in force with AEFE

Whereas the New Convention negotiated with AEFE clarified the roles and responsibilities of each FIS’ actor, the Partnership agreement threatens the balance between them.

The Board is going to be in full power upon the school strategic vision, financial and human resources management -including choosing the Headmaster for the French Stream- and operational issues. The transition to partnership is going to cancel educational counter-powers which were guaranteed by the New Convention with AEFE, and thus to increase the risk of micro-management as well as interference with the pedagogical sphere.

However, no safeguards have yet been planned in the road map to partnership.

The ones in the current FIS Articles of Association are insufficient and need to be  reinforced as even stated by the Board itself. Defining the right governance, agreeing and voting the new Articles of Association and making them approved by the EDB and local authorities will take approximately 2 years.

We also notice that a code of conduct must be put in place in order to remind the roles and responsibilities of each party.  

As a consequence, the governance of the school must be reviewed before that convention currently in force be terminated.

2. Definition of the school’s vision (strategic plan)

The school’s vision is crucial for, among others :

  • reinforcing FIS’ skills in a competitive environment, in the short and long terms
  • defining the school mission as a whole while taking into consideration the diversity of pupils and students
  • defining  the new Headmaster’s profile and mission
  • aligning with the pedagogical plan taking into consideration accreditations constraints

The strategic plan which materializes the school vision is currently inexistent. It needs to be defined and validated by the parents and pedagogical teams before any change in FIS relationships with AEFE.

3. Engagement letter of the Board

To guarantee the transition to partnership with transparency, trust, and support from all actors of FIS, the Board members’ commitments must be clearly defined, approved by parents and fulfilled. Board members must be accountable to parents on commitments made, on decisions taken and measures implemented.

We consider that these 3 steps have to be fulfilled prior to any termination of the convention currently in force in order to succeed in FIS transition to partnership with AEFE.

As a consequence, we require that the termination of the current convention agreement be postponed and coupled with an extension of the transition period until the governance reform, the strategic plan and the engagement letter of the future team in charge of the transition to the partnership status are approved by the members by vote in an Extraordinary General Assembly, within a period of 6 months after their disclosure.

In case validation by the members of these three fundamental steps fails, the transition to partnership will be terminated.

4. Qualification of the resolution and majority required

This resolution was first sent to the Board on April 11th, 2019. After having questioned its admissibility, the Board finally acknowledged receipt of it on April 24th,.2019.

This resolution was to be discussed and voted during the Annual Ordinary General Meeting of May 23th, at the same time as the resolution regarding the possible change to partnership.  It’s aim was indeed to secure and guarantee the process to moving to partnership with AEFE in case parents would opt for that option during the meeting. Its legal qualification was thus “ordinary resolution” for which a simple majority of votes is needed to be passed.

On April 29th, the Board decided that the vote on the relationship with AEFE would finally not be implemented during the Annual Ordinary General Meeting -unlike they previously informed all parents- but on a three day-period (May 13th to May 15th) with an electronic vote. As this electronic vote named “binding consultation” has absolutely no legal basis, the Board declared it would ratify the result of the electronic vote by a Board decision on May 16th.

Provision 4 of FIS’ Articles of Association provides that : “ The members may, by a special resolution, direct Directors to take, or refrain from taking, specified action”.

As soon as the possible change to partnership became a Board’s decision prior to the  Annual Ordinary General Meeting -instead of a resolution passed during this meeting- resolution #7 has been reclassified by the Board as a special resolution for which a 75% majority is required to be passed.

We officially contest, by this statement, the reclassification of resolution #7 and require it to be passed as an ordinary resolution with a simple majority of votes.

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