Ci-joint le texte de la resolution déposée le 24 avril.
RESOLUTION REQUEST FOR THE GENERAL ASSEMBLY OF MAY 23rd 2019 submitted on 24 April 2019
The signatories are asking by resolution the signature of the convention with AEFE (version 29 march 2019), which can be denounced with 1 year notice (Art. 22); without impediment to the board of Directors’ work on governance, the FIS Articles of Association and by-laws and the pedagogical project.
DEMANDE DE RESOLUTION POUR L’ASSEMBLEE GENERALE DU 23 MAI 2019 requise le 24 avril 2019
Les signataires demandent par résolution la signature de la convention négociée avec l’AEFE (en date du 29 Mars 2019), convention qui peut être dénoncée à tout moment avec un an de préavis (Art. 22); cela sans restreindre le Conseil d’Administration dans ses études sur les évolutions de la gouvernance, des statuts du LFI à Hong Kong et l’élaboration du projet pédagogique.
Art 580 – Statement related to Resolution # 8 to be circulated to the association members ahead of the AGM om 23 mai 2019
The status change to partnership is going to profoundly impact the FIS’ mode of operation for the years to come.
- Aim of the resolution
On April 11th, 2019, when this resolution was sent to the Board, parents from the French Stream had not received much information about the decision which was, at that time, to be voted during the Annual Ordinary General Meeting of May 23th.
It’s important to remind that :
- in January 2019, the Board was about to decide, alone, to change FIS’ relationship with AEFE from convention to partnership without submitting its decision to parents’ approval.
- In March, as the Board’s decision was impending, a petition with 600 parents’ signature required that the decision be voted by parents and that both options (New Convention with AEFE and partnership) be presented in unbiased and objective ways, as well as discussed during an open debate with all actors involved in the change (parents, teachers, AEFE, Board).
- The Board finally decided to vote a simple recommendation on partnership and to submit the final decision to parents during the next Annual Ordinary General Meeting, which is the process usually followed by FIS for such important decisions as it allows an open discussion in front of all members of FIS (parents as well as corporate debentures holders) and a vote.
- Since January, parents had sent numerous letters with many enquiries about the impacts of the change to partnership. These questions remain even today with partial or no answer.
- The communication by the Board, named “consultations” were limited to unilateral presentations which could not be contradicted.
- On April 12th, parents from the French Stream finally received the information pack from the Board. As a matter of fact, many issues were not addressed or partially addressed in these documents.
- Through his entire communication, the Board stated that the reporting line of the International Stream in the New Convention was a concern for the unity of the school, when he was the one to request that the Head of the International Stream reports to “the managing body or its representative”.
Thus, on April 11th, parents were worried about not getting objective, transparent nor partial information before May 23rd. They felt they would not be able to ask relevant questions for discussion during the Annual General Meeting, and that finally, they would not be in a position to take a decision in full knowledge of the facts, stakes and consequences of their vote.
Unfortunately, despite all the communication provided by the Board, parents still consider that they have not been able to express their opinion, to sincerely discuss the two potential options before the electronic vote named “binding consultation” finally imposed on them, given the fact that this “binding consultation” has absolutely no legal grounds compared to resolutions passed during an Annual General Meeting.
Moreover, crucial elements such as the strategic vision for the school still lacks. Partnership, as proposed by the Board in its documents, threatens balance of roles and responsibilities between all FIS’ actors and cancels educational counter-powers which were guaranteed by the New Convention with AEFE. Risks of micro management as well as interference with the pedagogical atmosphere do exist. Finally, agreeing and voting the new Articles of Association which need to be adapted and then submitted to the EDB and local authorities for approval will take approximately 2 years.
Analysis of documents provided by the Board up to day shows that the transition to partnership exposes FIS to significant risks for uncertain benefits while the New Convention offers a better answer to challenges awaiting FIS.
As a result, the aim of resolution #8 is now for parents and corporate debentures holders to vote the New Convention, which can be denounced with a 1 year-notice without impediment to the Board directors’ work on governance, FIS’ Articles of Association and by-laws and the strategic plan.
2. 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 #8 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 #8 and require it to be passed as an ordinary resolution with a simple majority of votes.