CONSTITUTION OF THE ENGLISH SCHOOL PARENTS ASSOCIATION (ESPA)
CONSTITUTION OF THE ENGLISH SCHOOL PARENTS ASSOCIATION (ESPA)
ARTICLE 1 – FORMATION – NAME
The Association of the parents of students of the English School of Nicosia, is established under the name of “THE ENGLISH SCHOOL PARENTS ASSOCIATION”.
ARTICLE 2 – REGISTERED OFFICE
The Registered Office of the Association is the English School.
ARTICLE 3 – INTERPRETATION
The following interpretation is given to each of the following words, for the purposes of this Constitution, unless the text dictates a different meaning:
Parent: Father, mother or guardian of a student.
Guardian: A person appointed a guardian of a child under the provisions of the relevant law.
School: The English School
Student: Registered student (male or female) under the relevant Rules of the English School.
Parents Association: Organised group of at least 30 parents or guardians of English School students, for non-profit goals.
Law: The relevant law in place at the relevant time.
ARTICLE 4 – OBJECTS: COMPETENCE
1. To encourage the co-operation among parents and to promote close co-operation between Parents, the School Head Teacher and Teachers, and the Board of Management for the purposes of attaining the best possible conditions, both at School and at home for each student's physical, academic, social and moral development.
2. To assist in promoting the School’s work and to increase the School’s efficient operation in the fields of education, culture, athletic and social development.
3. To promote the interests and welfare of the students in close co-operation with the Head Teacher, Teachers and the Board of Management.
4. To maintain good relations and frequent contact with the Management, the Board of Management, the Government of the Republic of Cyprus and any other competent authority, as the case may be, for issues relating to the School.
5. To invest in secured bonds and bank deposits and to manage the Association’s assets.
6. To make available funds which will be used to assist and promote the School’s work.
7. To hire and employ personnel, as the Association considers necessary, to assist, promote and carry out the Association’s objects.
8. To implement such other things as may be deemed incidental or conducive to the attainment of all or any of the objects for which the Association is established.
ARTICLE 5 – MEANS OF ATTAINING THE OBJECTS
For the purpose of attaining its objects the Association has the right to:
1. Establish a fund/funds.
2. Enter into loan agreements.
3. Print, publish, circulate any document relating to the School’s objects.
4. Organise social, artistic, athletic, cultural gatherings relating to the promotion of the Association’s objects.
ARTICLE 6 – MEMBERS
1. All parents or guardians of students are eligible to become members.
2. Membership is personal and not by family and is restricted to two parents per student. Membership cannot be exercised by proxy and cannot be transferred or inherited.
3. Discharge of financial obligation shall be a condition of membership.
4. The Association may elect Honorary Members to the Association at its AGM based on outstanding contribution to, or support for, the objects of the Association.
ARTICLE 7 – MEMBERS’ RIGHTS
1a. Each member has the right to elect and be elected to the ESPA Council and to participate in the General Meetings.
1b. A member of the Association who belongs to the staff of the English School or is a member of the Board of Management of the English School cannot be elected to the ESPA Council.
2. Every member has the right to inspect the Council's management/administration.
3. Every member has the right to propose matters/issues to be studied.
4. Every member has the right to take part in events organised by the Association.
5. Every member has the right to resign from the Association at any time, without assigning any reasons thereto, provided he/she has fully settled his/her financial obligation to the Association.
6. Any member expelled, may appeal to the General Meeting.
ARTICLE 8 – MEMBERS’ DUTIES
1. Every member shall pay an annual subscription to be determined by the ESPA Council, from time to time. The fee falls due on the 30th of September each year.
2. Every member must abide by the Constitution and comply with the resolutions of the General Meeting and the ESPA Council, as well as the law.
3. A member in breach of any of its duties will be referred to the ESPA Council. The latter will examine the matter in detail and may impose all or any of the following sanctions:
(a) Cautionary Notice
(b) Expulsion, temporary or permanent.
Provided always that the member will have the right to defend him/herself prior to any sanction being imposed by the ESPA Council.
4. Any member that is struck off the members’ list, expelled or who resigns shall have no claim to the property of the Association but shall remain liable to discharge his or her obligations, financial or otherwise.
5. The ESPA Council may re-admit an expelled member or a member who has resigned provided the Member has settled his/her financial obligations.
6. Any Member failing to pay his/her annual subscription fee is deprived of his/her rights.
ARTICLE 9 – FINANCIAL MEANS
1. The Association shall derive its funds from any or all of the following sources:
(a) The annual subscription fee to be determined by the ESPA Council, from time to time.
(b) Voluntary contributions by members or friends of the Association.
(c) Proceeds of any activities organised by the Association.
(d) Borrowing of such amounts and on such conditions as the ESPA Council will suggest.
(e) Any other funds accruing to the Association from legitimate sources.
ARTICLE 10 – EXPENSES
The above mentioned Funds may be utilised, in accordance with the decisions of the ESPA Council, for any of the following purposes:
(a) Payment of administrative or other expenses of the Association.
(b) Payment in whole or in part of the cost of any School activity, equipment and amenity, following a relevant request by the Head Teacher.
(c) Provide financial assistance to needy students.
(d) Provide financial or other types of awards.
(e) Cover whole or in part, the cost of any activities organised by the Association.
(f) Make contributions for any other purpose, for the benefit of any individual student, group of students, or the School.
(g) Payment of any other expenses necessary for promoting the objects of the Association.
ARTICLE 11 – ADMINISTRATION BODIES
The Association’s administration bodies are the following:
1. The General Meeting
2. The ESPA Council
3. The Secretariat
ARTICLE 12 – ANNUAL GENERAL MEETING (“AGM”)
1. The Annual General Meeting is the supreme administrative body of the Association and all its decisions bind the Members and the ESPA Council.
2. The AGM will be convened immediately following the commencement of the School year and not later than the 31st October, at such time and place as may be determined by the ESPA Council.
3. The Activities of the AGM shall be:
(a) Report on the activity of the previous year, from the Chairman of the ESPA Council.
(b) Certified financial statement and balance sheet from the Treasurer and Auditor’s report.
(c) Approval of (b) above.
(d) Approval of minutes of any previous General Meetings.
(e) Decisions upon all subjects included in the Agenda.
(f) Nomination and approval of Auditors.
(g) Election of members to the ESPA Council.
4. The AGM of the members of ESPA, as the supreme body, may decide upon any issue provided this does not contravene the provisions of any Law, the School Regulations or the ESPA Constitution.
5. The AGM is summoned by an advance written notice of no less than 15 days, excluding the day on which the notice is given or deemed to be given. The notice shall specify the place, date and time of the Meeting and list the issues to be addressed.
6. Accidental or non-negligent failure to give notice to any member entitled to receive such notice, or failure to receive such notice by any such member does not annul the procedure or the decisions of the relevant Meeting.
ARTICLE 13: EXTRAORDINARY GENERAL MEETINGS: (“EGM”)
1. All General Meetings, saving the AGM will be called Extraordinary General Meetings.
2. EGMs are summoned:
(a) By the Association’s ESPA Council, when the latter deems it necessary.
(b) Following a written request of at least 15 members stating the reasons for the EGM and the issues to be addressed. Upon receipt of such request the Chairman of the ESPA Council will summon an EGM which shall take place within 21 days.
(c) An EGM will be summoned in accordance with article 12(5) above.
(d) In Extraordinary General Meetings only the matters for which the Meetings are summoned will be discussed.
ARTICLE 14: PROCEEDINGS DURING THE GENERAL MEETINGS:
1. All business transacted at EGM shall be deemed special and all business transacted at an AGM shall also be deemed special with the exception of the consideration of the accounts and balance sheets and the reports of the ESPA Council and the Auditors and other documents accompanying or annexed to the balance sheets, the election of the members of the ESPA Council replacing those retiring and the appointment of Auditors.
2. No business shall be transacted at any General Meeting unless a quorum is present when the meeting commences its business. For all purposes, the quorum, shall be at least 100 (one hundred) numbers present.
3. If, within half an hour, from the time fixed for the holding of a General Meeting, a quorum is not present, the members present will be deemed to be a quorum.
4. The Chairman of the Association presides over each General Meeting. If the Chairman is not present at the General Meeting, or does not wish to preside, then, the Vice-Chairman, and in his absence the Secretary, of the Association shall preside over the General Meeting. If they are also not present, then, the General Meeting shall elect one of its members to preside.
5. The Chairman may, with the consent of any Meeting at which a quorum is present and shall, if so directed by the meeting, adjourn any Meeting for another time and/or place as the Meeting may decide.
6. At any General Meeting a resolution put to the vote of the Meeting, shall be decided on a show of hands unless before the vote, a secret ballot is demanded by the majority of members present. In any General Meeting, resolutions are passed by majority of members present.
7. In case of a tied vote either by show of hands or by secret ballot, the Chairman/anyone presiding over the Meeting shall have the casting vote.
8. The vote to elect members to the ESPA Council is secret and the Chairman will not have the casting vote.
ARTICLE 15: MEMBERS’ VOTES
1. Every member of the Association, who is present at a General Meeting has one vote.
2. No person other than members duly registered and having paid the annual subscription fee due from time to time, shall be entitled to vote, or be taken into consideration in a quorum at any General Meeting and to be elected to any office of the Association.
ARTICLE 16: ELECTION OF THE ESPA COUNCIL
1. The election of members of the ESPA Council will be conducted in the end of the AGM unless the ESPA Council decides otherwise for the sake of the orderly conduct of the elections.
2. In case the number of candidates exceeds the number of vacant places in the ESPA Council, elections will be carried out.
3. The General Meeting will appoint a four member Registrar Committee for the purpose of conducting the elections. Candidates cannot participate in this committee.
4. The election is conducted by ballot papers. The ballot papers will bear the Association’s seal and will state the candidates’ names in alphabetical order. Members entitled to be present and to vote will be given a ballot paper each and their vote will be caste by a cross sign or an “X” sign against the name of the candidate.
5. The number of candidates, a member may vote for, will not exceed the number of vacant places.
6. At the end of the vote, the Registrar Committee shall count the votes and prepare a list of the candidates elected as well as the runners-up and shall announce their names to the General Meeting.
7. In case of a tied vote the winner will be chosen by lot.
8. Candidates may be present during the counting of the votes.
9. Any appeal/objection will be considered by the Registrar Committee the decision of which shall be final.
10. The Registrar Committee will prepare minutes of the election and the election results, which will be signed by all the members of the Committee and delivered to the Secretary of the Association.
ARTICLE 17: THE ESPA COUNCIL
1. The Association is governed by the ESPA Council.
2. The ESPA Council is comprised of 15 (fifteen) members.
3. Members of the ESPA Council, gather following their election, to elect the Chairman, Vice-Chairman, Secretary, Treasurer, Deputy Secretary and Deputy Treasurer who will be the Secretariat of the Association.
4. The ESPA Council will execute all decisions of the General Meeting, administer and manage all affairs of the Association. Further, it will take all necessary steps towards attaining the objects of the Association.
5. A regular meeting will be convened at least once a month. The Chairman, or three members of the ESPA Council may summon an extraordinary meeting if they consider this necessary.
6. If half of its members, plus one are present, a quorum is deemed to be present, for the ESPA Council. Decisions are taken by majority vote, and in case of a tied vote the Chairman has the casting vote.
7. Members of the ESPA Council may arrange for their meetings as they consider appropriate, subject to the provisions of the Constitution. For the purpose of conducting specific work, or attending to a particular matter, the quorum provided in article 17(6) may be varied. In such case the decision applies to the meeting immediately following and relating to the specific matter.
ARTICLE 18: POWERS AND DUTIES OF THE ESPA COUNCIL
1. The affairs of the Association shall be administered by the ESPA Council which may pay any expenses incurred in promoting the objects of the Association and may exercise all powers of the Association that need not be exercised by the Association in a General Meeting. However, no resolution passed through General Meeting may invalidate any previous act of the ESPA Council.
2. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Association shall be signed, executed, accepted, endorsed or otherwise executed, as the case may be, in such manner as the ESPA Council will determine from time to time.
3. A meeting of the members of the ESPA Council for which there is a quorum, is competent to exercise all such powers and duties conferred upon members or exercisable by the ESPA Council in general in accordance with the provisions of the Association’s constitution.
4. The ESPA Council may appoint committees. It may also delegate any of its powers to committees comprising of ESPA Council members. Each committee so comprised conforms to the powers vested and to the regulations imposed upon it by the ESPA Council.
5. The members of the ESPA Council elect the Co-ordinators of the committees.
6. Committees regulate their meetings as their members may decide. Issues raised during such meetings are decided by majority vote of the members present. In case of a tied vote the Co-ordinator of the committee shall have a casting vote.
7. All acts of members of the ESPA Council or the committees are valid provided they were done in good faith.
8. Members of the ESPA Council shall assist in taking minutes of General Meetings, of minutes of the ESPA Council and committees. Such minutes signed by the Chairman of the next Meeting or Assembly, and approved by members present constitute final evidence of what is written in them without further proof.
9. A written decision signed by all members of the ESPA Council is as equally valid and binding as a decision taken in an ESPA Council meeting.
10. Special books will be kept, for which the Secretary of the ESPA Council will be responsible, with the minutes of the ESPA Council, General Meetings, Committees meetings. At a minimum, attendance, procedures and decisions will be kept.
11. The ESPA Council may announce vacancies relating to the position of members who have resigned, been expelled or have been absent for more than three consecutive meetings without prior notification to, and approval by, the Chairman of the ESPA Council.
12. The ESPA Council shall appoint a member of the Association to the vacant position according to the number of votes cast for each candidate. Any member of the Association may be appointed if there are no runners up.
13. The ESPA Council may invite anyone to be present during its meeting for the purpose of enhancing the Association’s work. Provided that such person will have no right to vote.
ARTICLE 19: DEPRIVATION OF MEMBERSHIP TO THE ESPA COUNCIL
1. An ESPA Council member’s position becomes vacant when:
(a) The member resigns its position by giving written notice to the ESPA Council;
(b) The member dies;
(c) The member is no longer a parent or guardian;
(d) The member becomes mentally or physically incapacitated;
(e) The member is convicted of a crime involving immorability or dishonesty;
(f) The member is expelled in accordance with the provisions of the constitution.
(g) The member is absent for more than 3 consecutive meetings of the ESPA Council without prior notification to and approval by, the Chairman of the ESPA Council.
(h) The member is appointed as member of the Board of Management of the English School.
(i) The member is appointed as a member of the staff of the English School.
ARTICLE 20: ELECTION OF ESPA COUNCIL OFFICIALS
1. Following election of its members in accordance with the Constitution, the ESPA Council shall meet to elect its Officials.
2. Such Officials are: the Chairman, Vice-Chairman, Secretary, Treasurer, Deputy Secretary, Deputy Treasurer, all of whom constitute the Secretariat and Co-Ordinators of Committees.
3. All Secretariat members may hold only one post.
4. Candidates for such posts must be nominated by at least one member of the ESPA Council, excluding themselves.
5. The ESPA Council will only proceed to elect its Officials if there is a quorum. A quorum is deemed present if half the members plus one are present.
6. If fewer than half members plus one are present they may await for 30 minutes. If following the lapse of 30 minutes a quorum is not present, members actually present will be considered a quorum.
7. If so required by at least 5 members, ESPA Council Officials shall be elected by secret vote.
8. A candidate who gathers the votes of half the Members present, plus one, is elected to the office for which he run.
9. In the case of three (3) or more candidates running for the same post and if following the vote, none of them gathers the votes of half the members present plus one, a second vote will take place, the candidates being the two that gathered the highest number of votes. If three or more candidates equal the highest number of votes, the two who will be entitled to run for post will be chosen by lot. If there are two or more runners up with equal number of votes, the one who will be allowed to run for the post will be chosen by lot.
10. The term of office for ESPA Council Officials is the period up to the next AGM.
ARTICLE 21: ROTATION OF MEMBERS OF THE ESPA COUNCIL
1. At every annual AGM one third (1/3) of the members of the ESPA Council will retire. If 1/3 of the members is not a whole number, the number shall be rounded up to the immediately preceding whole number.
2. Members retiring will be the ones holding their posts for the longest period and any other members who wish voluntarily to retire.
3. In case that the members of the Council who retire are more than 1/3 of the members of the Council, the members who shall retire, other than any member who retires voluntarily, shall be chosen by lot unless an agreement is reached between those members as to which of them shall retire. In case the members of the Council who retire are less than 1/3 of the members of the Council, then, the next group of members with the longest service shall also retire and if they are more than what is required to achieve the total of 1/3 of the members of the Council who must retire, the members who shall retire among the second longest serving group shall be chosen by lot unless an agreement is reached between those members as to which of them shall retire. If, again, the second group of longest serving members is not sufficient to reach the number of members who must retire, the procedure described above shall be followed for the third longest serving group and so on and so forth until the required number to retire is reached.
4. Provided that the period of service of each member of the Council shall be calculated as from the time of his last election and any previous terms of service shall not be taken into account.
5. Any member who retires may be re-elected.
6. Any member of the Association may be a candidate for membership in the ESPA Council, upon completion of a special form prepared by the Secretary. Nominations are signed by the candidate in question and a supporting person, being already member of the Association. The nomination form completed and duly signed must be submitted to the Secretariat at least forty eight hours prior to the time at which the AGM is set to begin.
7. A member appointed by the ESPA Council to fill a vacant position will hold its post until the next AGM.
ARTICLE 22: CHAIRMAN
1. Any member of the ESPA Council may be elected Chairman.
2. The Chairman presides over and directs work during the meetings of the ESPA Council and Secretariat, supervises the function of the Association, is the head of its services and co-signs with the Secretary any document and with the Treasurer all cheques and the annual financial statement. He calls, along with the Secretary, meetings of the ESPA Council, the Secretariat and General Meetings.
ARTICLE 23: VICE-CHAIRMAN
1. The Vice-Chairman assists the Chairman in the execution of his duties and replaces the Chairman if he is absent and in such cases possesses the same powers and rights.
ARTICLE 24: THE SECRETARY
1. The Secretary shall keep:
(a) Correspondence files
(b) A book with minutes of ESPA Council meetings
(c) A book with minutes of Secretariat’s meetings
(d) A book of meetings of General Meetings/Assemblies.
2. The Secretary convenes along with the Chairman General Meetings, meetings of the ESPA Council and of the Secretariat, conducts correspondence, keeps register of members and the general registry, sends invitations and minutes to ESPA Council members, guards the official seal and co-signs with the Chairman all documents.
ARTICLE 25: DEPUTY SECRETARY
The Deputy Secretary assists the Secretary in the performance of his duties and stands in his place when the latter is absent.
ARTICLE 26: TREASURER
1. The Treasurer keeps book of accounts where he files regularly and with precision all incoming and outgoing payments of the Association. He receives money issuing relevant receipts and effects payments according to the decisions of the ESPA Council.
2. He keeps a book listing all property and a register for all assets of the Association.
3. He reports to the administrative bodies of the Association and to the Auditors for matters relating to the financial situation of the Association whenever requested.
4. Co-signs with the Chairman the Annual Financial Statement.
ARTICLE 27: DEPUTY TREASURER
The Deputy Treasurer assists the Treasurer in the performance of his duties and stands in his place when the latter is absent.
ARTICLE 28: SECRETARIAT
1. Consists of the Chairman, the Vice-Chairman, the Secretary, the Treasurer, the Deputy-Secretary and the Deputy Treasurer.
2. Executes the decisions taken by Meetings and by the ESPA Council.
3. Takes care of urgent matters and decides upon them within the boundaries f the decisions of the ESPA Council.
4. Meets at least once every two months or whenever deemed necessary.
ARTICLE 29: AUDIT
1. The AGM elects two Auditors to inspect the Association’s accounts.
2. Auditors must not be members of the ESPA Council.
3. Auditors inspect the Association’s accounts at least once a year and submit a report to the forthcoming AGM.
4. All members of the Association are entitled to a copy of the Auditor’s report.
ARTICLE 30: NOTICES
1. A notice or any other document may be served by the Association upon any member personally or through the member’s child, or by post, by prepaid letter to the address of the member as shown in the Association’s register of members.
2. Notices to members shall be deemed to have been duly served if they have been published in at least two daily newspapers.
ARTICLE 31: RIGHT TO VOTE
1. Every member of the Association shall have the right to vote provided he has paid his subscription fee.
2. Voting cannot take place by proxy.
ARTICLE 32: INTERPRETATION OF THE CONSTITUTION
Any matter not dealt with in this Constitution or by law will be decided upon by the ESPA Council.
ARTICLE 33: REPRESENTATION
The Association will be represented on any Court of law, Body or Authority by the Chairman or Vice-Chairman or anyone else appointed by the ESPA Council.
ARTICLE 34: THE SEAL
1. The Association shall have a seal bearing its name.
2. The Association may also have an emblem or flag.
ARTICLE 35: AMMENDMENT OF THE CONSTITUTION
The Association may amend, delete, add to any or all of these articles of the Constitution at an Extraordinary General Meeting with the consent of not less than two thirds (2/3) of the members present and entitled to vote, with the exception of amendments to the articles relating to the object of the Association which shall require the consent of at least three fourths (3/4) of the Association’s members.
ARTICLE 36: RELATIONS OF THE ASSOCIATION WITH THE SCHOOL MANAGEMENT
The Head Teacher, the Deputy Head Teacher or their representatives may be present in General Meetings and ESPA Council Meetings, following an invitation by the ESPA Council. Their role is advisory and they have no right to vote.
ARTICLE 37: WINDING-UP AND LIQUIDATION
1. The Association will be wind up if at any time the number of its members does not exceed thirty (30).
2. In case of winding-up and liquidation, any assets remaining after the full settlement of all liabilities will become the property of the English School.
ARTICLE 1 – FORMATION – NAME
The Association of the parents of students of the English School of Nicosia, is established under the name of “THE ENGLISH SCHOOL PARENTS ASSOCIATION”.
ARTICLE 2 – REGISTERED OFFICE
The Registered Office of the Association is the English School.
ARTICLE 3 – INTERPRETATION
The following interpretation is given to each of the following words, for the purposes of this Constitution, unless the text dictates a different meaning:
Parent: Father, mother or guardian of a student.
Guardian: A person appointed a guardian of a child under the provisions of the relevant law.
School: The English School
Student: Registered student (male or female) under the relevant Rules of the English School.
Parents Association: Organised group of at least 30 parents or guardians of English School students, for non-profit goals.
Law: The relevant law in place at the relevant time.
ARTICLE 4 – OBJECTS: COMPETENCE
1. To encourage the co-operation among parents and to promote close co-operation between Parents, the School Head Teacher and Teachers, and the Board of Management for the purposes of attaining the best possible conditions, both at School and at home for each student's physical, academic, social and moral development.
2. To assist in promoting the School’s work and to increase the School’s efficient operation in the fields of education, culture, athletic and social development.
3. To promote the interests and welfare of the students in close co-operation with the Head Teacher, Teachers and the Board of Management.
4. To maintain good relations and frequent contact with the Management, the Board of Management, the Government of the Republic of Cyprus and any other competent authority, as the case may be, for issues relating to the School.
5. To invest in secured bonds and bank deposits and to manage the Association’s assets.
6. To make available funds which will be used to assist and promote the School’s work.
7. To hire and employ personnel, as the Association considers necessary, to assist, promote and carry out the Association’s objects.
8. To implement such other things as may be deemed incidental or conducive to the attainment of all or any of the objects for which the Association is established.
ARTICLE 5 – MEANS OF ATTAINING THE OBJECTS
For the purpose of attaining its objects the Association has the right to:
1. Establish a fund/funds.
2. Enter into loan agreements.
3. Print, publish, circulate any document relating to the School’s objects.
4. Organise social, artistic, athletic, cultural gatherings relating to the promotion of the Association’s objects.
ARTICLE 6 – MEMBERS
1. All parents or guardians of students are eligible to become members.
2. Membership is personal and not by family and is restricted to two parents per student. Membership cannot be exercised by proxy and cannot be transferred or inherited.
3. Discharge of financial obligation shall be a condition of membership.
4. The Association may elect Honorary Members to the Association at its AGM based on outstanding contribution to, or support for, the objects of the Association.
ARTICLE 7 – MEMBERS’ RIGHTS
1a. Each member has the right to elect and be elected to the ESPA Council and to participate in the General Meetings.
1b. A member of the Association who belongs to the staff of the English School or is a member of the Board of Management of the English School cannot be elected to the ESPA Council.
2. Every member has the right to inspect the Council's management/administration.
3. Every member has the right to propose matters/issues to be studied.
4. Every member has the right to take part in events organised by the Association.
5. Every member has the right to resign from the Association at any time, without assigning any reasons thereto, provided he/she has fully settled his/her financial obligation to the Association.
6. Any member expelled, may appeal to the General Meeting.
ARTICLE 8 – MEMBERS’ DUTIES
1. Every member shall pay an annual subscription to be determined by the ESPA Council, from time to time. The fee falls due on the 30th of September each year.
2. Every member must abide by the Constitution and comply with the resolutions of the General Meeting and the ESPA Council, as well as the law.
3. A member in breach of any of its duties will be referred to the ESPA Council. The latter will examine the matter in detail and may impose all or any of the following sanctions:
(a) Cautionary Notice
(b) Expulsion, temporary or permanent.
Provided always that the member will have the right to defend him/herself prior to any sanction being imposed by the ESPA Council.
4. Any member that is struck off the members’ list, expelled or who resigns shall have no claim to the property of the Association but shall remain liable to discharge his or her obligations, financial or otherwise.
5. The ESPA Council may re-admit an expelled member or a member who has resigned provided the Member has settled his/her financial obligations.
6. Any Member failing to pay his/her annual subscription fee is deprived of his/her rights.
ARTICLE 9 – FINANCIAL MEANS
1. The Association shall derive its funds from any or all of the following sources:
(a) The annual subscription fee to be determined by the ESPA Council, from time to time.
(b) Voluntary contributions by members or friends of the Association.
(c) Proceeds of any activities organised by the Association.
(d) Borrowing of such amounts and on such conditions as the ESPA Council will suggest.
(e) Any other funds accruing to the Association from legitimate sources.
ARTICLE 10 – EXPENSES
The above mentioned Funds may be utilised, in accordance with the decisions of the ESPA Council, for any of the following purposes:
(a) Payment of administrative or other expenses of the Association.
(b) Payment in whole or in part of the cost of any School activity, equipment and amenity, following a relevant request by the Head Teacher.
(c) Provide financial assistance to needy students.
(d) Provide financial or other types of awards.
(e) Cover whole or in part, the cost of any activities organised by the Association.
(f) Make contributions for any other purpose, for the benefit of any individual student, group of students, or the School.
(g) Payment of any other expenses necessary for promoting the objects of the Association.
ARTICLE 11 – ADMINISTRATION BODIES
The Association’s administration bodies are the following:
1. The General Meeting
2. The ESPA Council
3. The Secretariat
ARTICLE 12 – ANNUAL GENERAL MEETING (“AGM”)
1. The Annual General Meeting is the supreme administrative body of the Association and all its decisions bind the Members and the ESPA Council.
2. The AGM will be convened immediately following the commencement of the School year and not later than the 31st October, at such time and place as may be determined by the ESPA Council.
3. The Activities of the AGM shall be:
(a) Report on the activity of the previous year, from the Chairman of the ESPA Council.
(b) Certified financial statement and balance sheet from the Treasurer and Auditor’s report.
(c) Approval of (b) above.
(d) Approval of minutes of any previous General Meetings.
(e) Decisions upon all subjects included in the Agenda.
(f) Nomination and approval of Auditors.
(g) Election of members to the ESPA Council.
4. The AGM of the members of ESPA, as the supreme body, may decide upon any issue provided this does not contravene the provisions of any Law, the School Regulations or the ESPA Constitution.
5. The AGM is summoned by an advance written notice of no less than 15 days, excluding the day on which the notice is given or deemed to be given. The notice shall specify the place, date and time of the Meeting and list the issues to be addressed.
6. Accidental or non-negligent failure to give notice to any member entitled to receive such notice, or failure to receive such notice by any such member does not annul the procedure or the decisions of the relevant Meeting.
ARTICLE 13: EXTRAORDINARY GENERAL MEETINGS: (“EGM”)
1. All General Meetings, saving the AGM will be called Extraordinary General Meetings.
2. EGMs are summoned:
(a) By the Association’s ESPA Council, when the latter deems it necessary.
(b) Following a written request of at least 15 members stating the reasons for the EGM and the issues to be addressed. Upon receipt of such request the Chairman of the ESPA Council will summon an EGM which shall take place within 21 days.
(c) An EGM will be summoned in accordance with article 12(5) above.
(d) In Extraordinary General Meetings only the matters for which the Meetings are summoned will be discussed.
ARTICLE 14: PROCEEDINGS DURING THE GENERAL MEETINGS:
1. All business transacted at EGM shall be deemed special and all business transacted at an AGM shall also be deemed special with the exception of the consideration of the accounts and balance sheets and the reports of the ESPA Council and the Auditors and other documents accompanying or annexed to the balance sheets, the election of the members of the ESPA Council replacing those retiring and the appointment of Auditors.
2. No business shall be transacted at any General Meeting unless a quorum is present when the meeting commences its business. For all purposes, the quorum, shall be at least 100 (one hundred) numbers present.
3. If, within half an hour, from the time fixed for the holding of a General Meeting, a quorum is not present, the members present will be deemed to be a quorum.
4. The Chairman of the Association presides over each General Meeting. If the Chairman is not present at the General Meeting, or does not wish to preside, then, the Vice-Chairman, and in his absence the Secretary, of the Association shall preside over the General Meeting. If they are also not present, then, the General Meeting shall elect one of its members to preside.
5. The Chairman may, with the consent of any Meeting at which a quorum is present and shall, if so directed by the meeting, adjourn any Meeting for another time and/or place as the Meeting may decide.
6. At any General Meeting a resolution put to the vote of the Meeting, shall be decided on a show of hands unless before the vote, a secret ballot is demanded by the majority of members present. In any General Meeting, resolutions are passed by majority of members present.
7. In case of a tied vote either by show of hands or by secret ballot, the Chairman/anyone presiding over the Meeting shall have the casting vote.
8. The vote to elect members to the ESPA Council is secret and the Chairman will not have the casting vote.
ARTICLE 15: MEMBERS’ VOTES
1. Every member of the Association, who is present at a General Meeting has one vote.
2. No person other than members duly registered and having paid the annual subscription fee due from time to time, shall be entitled to vote, or be taken into consideration in a quorum at any General Meeting and to be elected to any office of the Association.
ARTICLE 16: ELECTION OF THE ESPA COUNCIL
1. The election of members of the ESPA Council will be conducted in the end of the AGM unless the ESPA Council decides otherwise for the sake of the orderly conduct of the elections.
2. In case the number of candidates exceeds the number of vacant places in the ESPA Council, elections will be carried out.
3. The General Meeting will appoint a four member Registrar Committee for the purpose of conducting the elections. Candidates cannot participate in this committee.
4. The election is conducted by ballot papers. The ballot papers will bear the Association’s seal and will state the candidates’ names in alphabetical order. Members entitled to be present and to vote will be given a ballot paper each and their vote will be caste by a cross sign or an “X” sign against the name of the candidate.
5. The number of candidates, a member may vote for, will not exceed the number of vacant places.
6. At the end of the vote, the Registrar Committee shall count the votes and prepare a list of the candidates elected as well as the runners-up and shall announce their names to the General Meeting.
7. In case of a tied vote the winner will be chosen by lot.
8. Candidates may be present during the counting of the votes.
9. Any appeal/objection will be considered by the Registrar Committee the decision of which shall be final.
10. The Registrar Committee will prepare minutes of the election and the election results, which will be signed by all the members of the Committee and delivered to the Secretary of the Association.
ARTICLE 17: THE ESPA COUNCIL
1. The Association is governed by the ESPA Council.
2. The ESPA Council is comprised of 15 (fifteen) members.
3. Members of the ESPA Council, gather following their election, to elect the Chairman, Vice-Chairman, Secretary, Treasurer, Deputy Secretary and Deputy Treasurer who will be the Secretariat of the Association.
4. The ESPA Council will execute all decisions of the General Meeting, administer and manage all affairs of the Association. Further, it will take all necessary steps towards attaining the objects of the Association.
5. A regular meeting will be convened at least once a month. The Chairman, or three members of the ESPA Council may summon an extraordinary meeting if they consider this necessary.
6. If half of its members, plus one are present, a quorum is deemed to be present, for the ESPA Council. Decisions are taken by majority vote, and in case of a tied vote the Chairman has the casting vote.
7. Members of the ESPA Council may arrange for their meetings as they consider appropriate, subject to the provisions of the Constitution. For the purpose of conducting specific work, or attending to a particular matter, the quorum provided in article 17(6) may be varied. In such case the decision applies to the meeting immediately following and relating to the specific matter.
ARTICLE 18: POWERS AND DUTIES OF THE ESPA COUNCIL
1. The affairs of the Association shall be administered by the ESPA Council which may pay any expenses incurred in promoting the objects of the Association and may exercise all powers of the Association that need not be exercised by the Association in a General Meeting. However, no resolution passed through General Meeting may invalidate any previous act of the ESPA Council.
2. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Association shall be signed, executed, accepted, endorsed or otherwise executed, as the case may be, in such manner as the ESPA Council will determine from time to time.
3. A meeting of the members of the ESPA Council for which there is a quorum, is competent to exercise all such powers and duties conferred upon members or exercisable by the ESPA Council in general in accordance with the provisions of the Association’s constitution.
4. The ESPA Council may appoint committees. It may also delegate any of its powers to committees comprising of ESPA Council members. Each committee so comprised conforms to the powers vested and to the regulations imposed upon it by the ESPA Council.
5. The members of the ESPA Council elect the Co-ordinators of the committees.
6. Committees regulate their meetings as their members may decide. Issues raised during such meetings are decided by majority vote of the members present. In case of a tied vote the Co-ordinator of the committee shall have a casting vote.
7. All acts of members of the ESPA Council or the committees are valid provided they were done in good faith.
8. Members of the ESPA Council shall assist in taking minutes of General Meetings, of minutes of the ESPA Council and committees. Such minutes signed by the Chairman of the next Meeting or Assembly, and approved by members present constitute final evidence of what is written in them without further proof.
9. A written decision signed by all members of the ESPA Council is as equally valid and binding as a decision taken in an ESPA Council meeting.
10. Special books will be kept, for which the Secretary of the ESPA Council will be responsible, with the minutes of the ESPA Council, General Meetings, Committees meetings. At a minimum, attendance, procedures and decisions will be kept.
11. The ESPA Council may announce vacancies relating to the position of members who have resigned, been expelled or have been absent for more than three consecutive meetings without prior notification to, and approval by, the Chairman of the ESPA Council.
12. The ESPA Council shall appoint a member of the Association to the vacant position according to the number of votes cast for each candidate. Any member of the Association may be appointed if there are no runners up.
13. The ESPA Council may invite anyone to be present during its meeting for the purpose of enhancing the Association’s work. Provided that such person will have no right to vote.
ARTICLE 19: DEPRIVATION OF MEMBERSHIP TO THE ESPA COUNCIL
1. An ESPA Council member’s position becomes vacant when:
(a) The member resigns its position by giving written notice to the ESPA Council;
(b) The member dies;
(c) The member is no longer a parent or guardian;
(d) The member becomes mentally or physically incapacitated;
(e) The member is convicted of a crime involving immorability or dishonesty;
(f) The member is expelled in accordance with the provisions of the constitution.
(g) The member is absent for more than 3 consecutive meetings of the ESPA Council without prior notification to and approval by, the Chairman of the ESPA Council.
(h) The member is appointed as member of the Board of Management of the English School.
(i) The member is appointed as a member of the staff of the English School.
ARTICLE 20: ELECTION OF ESPA COUNCIL OFFICIALS
1. Following election of its members in accordance with the Constitution, the ESPA Council shall meet to elect its Officials.
2. Such Officials are: the Chairman, Vice-Chairman, Secretary, Treasurer, Deputy Secretary, Deputy Treasurer, all of whom constitute the Secretariat and Co-Ordinators of Committees.
3. All Secretariat members may hold only one post.
4. Candidates for such posts must be nominated by at least one member of the ESPA Council, excluding themselves.
5. The ESPA Council will only proceed to elect its Officials if there is a quorum. A quorum is deemed present if half the members plus one are present.
6. If fewer than half members plus one are present they may await for 30 minutes. If following the lapse of 30 minutes a quorum is not present, members actually present will be considered a quorum.
7. If so required by at least 5 members, ESPA Council Officials shall be elected by secret vote.
8. A candidate who gathers the votes of half the Members present, plus one, is elected to the office for which he run.
9. In the case of three (3) or more candidates running for the same post and if following the vote, none of them gathers the votes of half the members present plus one, a second vote will take place, the candidates being the two that gathered the highest number of votes. If three or more candidates equal the highest number of votes, the two who will be entitled to run for post will be chosen by lot. If there are two or more runners up with equal number of votes, the one who will be allowed to run for the post will be chosen by lot.
10. The term of office for ESPA Council Officials is the period up to the next AGM.
ARTICLE 21: ROTATION OF MEMBERS OF THE ESPA COUNCIL
1. At every annual AGM one third (1/3) of the members of the ESPA Council will retire. If 1/3 of the members is not a whole number, the number shall be rounded up to the immediately preceding whole number.
2. Members retiring will be the ones holding their posts for the longest period and any other members who wish voluntarily to retire.
3. In case that the members of the Council who retire are more than 1/3 of the members of the Council, the members who shall retire, other than any member who retires voluntarily, shall be chosen by lot unless an agreement is reached between those members as to which of them shall retire. In case the members of the Council who retire are less than 1/3 of the members of the Council, then, the next group of members with the longest service shall also retire and if they are more than what is required to achieve the total of 1/3 of the members of the Council who must retire, the members who shall retire among the second longest serving group shall be chosen by lot unless an agreement is reached between those members as to which of them shall retire. If, again, the second group of longest serving members is not sufficient to reach the number of members who must retire, the procedure described above shall be followed for the third longest serving group and so on and so forth until the required number to retire is reached.
4. Provided that the period of service of each member of the Council shall be calculated as from the time of his last election and any previous terms of service shall not be taken into account.
5. Any member who retires may be re-elected.
6. Any member of the Association may be a candidate for membership in the ESPA Council, upon completion of a special form prepared by the Secretary. Nominations are signed by the candidate in question and a supporting person, being already member of the Association. The nomination form completed and duly signed must be submitted to the Secretariat at least forty eight hours prior to the time at which the AGM is set to begin.
7. A member appointed by the ESPA Council to fill a vacant position will hold its post until the next AGM.
ARTICLE 22: CHAIRMAN
1. Any member of the ESPA Council may be elected Chairman.
2. The Chairman presides over and directs work during the meetings of the ESPA Council and Secretariat, supervises the function of the Association, is the head of its services and co-signs with the Secretary any document and with the Treasurer all cheques and the annual financial statement. He calls, along with the Secretary, meetings of the ESPA Council, the Secretariat and General Meetings.
ARTICLE 23: VICE-CHAIRMAN
1. The Vice-Chairman assists the Chairman in the execution of his duties and replaces the Chairman if he is absent and in such cases possesses the same powers and rights.
ARTICLE 24: THE SECRETARY
1. The Secretary shall keep:
(a) Correspondence files
(b) A book with minutes of ESPA Council meetings
(c) A book with minutes of Secretariat’s meetings
(d) A book of meetings of General Meetings/Assemblies.
2. The Secretary convenes along with the Chairman General Meetings, meetings of the ESPA Council and of the Secretariat, conducts correspondence, keeps register of members and the general registry, sends invitations and minutes to ESPA Council members, guards the official seal and co-signs with the Chairman all documents.
ARTICLE 25: DEPUTY SECRETARY
The Deputy Secretary assists the Secretary in the performance of his duties and stands in his place when the latter is absent.
ARTICLE 26: TREASURER
1. The Treasurer keeps book of accounts where he files regularly and with precision all incoming and outgoing payments of the Association. He receives money issuing relevant receipts and effects payments according to the decisions of the ESPA Council.
2. He keeps a book listing all property and a register for all assets of the Association.
3. He reports to the administrative bodies of the Association and to the Auditors for matters relating to the financial situation of the Association whenever requested.
4. Co-signs with the Chairman the Annual Financial Statement.
ARTICLE 27: DEPUTY TREASURER
The Deputy Treasurer assists the Treasurer in the performance of his duties and stands in his place when the latter is absent.
ARTICLE 28: SECRETARIAT
1. Consists of the Chairman, the Vice-Chairman, the Secretary, the Treasurer, the Deputy-Secretary and the Deputy Treasurer.
2. Executes the decisions taken by Meetings and by the ESPA Council.
3. Takes care of urgent matters and decides upon them within the boundaries f the decisions of the ESPA Council.
4. Meets at least once every two months or whenever deemed necessary.
ARTICLE 29: AUDIT
1. The AGM elects two Auditors to inspect the Association’s accounts.
2. Auditors must not be members of the ESPA Council.
3. Auditors inspect the Association’s accounts at least once a year and submit a report to the forthcoming AGM.
4. All members of the Association are entitled to a copy of the Auditor’s report.
ARTICLE 30: NOTICES
1. A notice or any other document may be served by the Association upon any member personally or through the member’s child, or by post, by prepaid letter to the address of the member as shown in the Association’s register of members.
2. Notices to members shall be deemed to have been duly served if they have been published in at least two daily newspapers.
ARTICLE 31: RIGHT TO VOTE
1. Every member of the Association shall have the right to vote provided he has paid his subscription fee.
2. Voting cannot take place by proxy.
ARTICLE 32: INTERPRETATION OF THE CONSTITUTION
Any matter not dealt with in this Constitution or by law will be decided upon by the ESPA Council.
ARTICLE 33: REPRESENTATION
The Association will be represented on any Court of law, Body or Authority by the Chairman or Vice-Chairman or anyone else appointed by the ESPA Council.
ARTICLE 34: THE SEAL
1. The Association shall have a seal bearing its name.
2. The Association may also have an emblem or flag.
ARTICLE 35: AMMENDMENT OF THE CONSTITUTION
The Association may amend, delete, add to any or all of these articles of the Constitution at an Extraordinary General Meeting with the consent of not less than two thirds (2/3) of the members present and entitled to vote, with the exception of amendments to the articles relating to the object of the Association which shall require the consent of at least three fourths (3/4) of the Association’s members.
ARTICLE 36: RELATIONS OF THE ASSOCIATION WITH THE SCHOOL MANAGEMENT
The Head Teacher, the Deputy Head Teacher or their representatives may be present in General Meetings and ESPA Council Meetings, following an invitation by the ESPA Council. Their role is advisory and they have no right to vote.
ARTICLE 37: WINDING-UP AND LIQUIDATION
1. The Association will be wind up if at any time the number of its members does not exceed thirty (30).
2. In case of winding-up and liquidation, any assets remaining after the full settlement of all liabilities will become the property of the English School.
