Constitution

Constitution of The Association of Middle East (ME) & South Asian (SA) International Baccalaureate Schools

Preamble

It is the will of individual and institutional patrons, promoters and deliverers of the mission and educational programmes of International Baccalaureate Organization, Geneva, Switzerland, in geographical regions bounded by Middle East and South Asia to establish an order:

Wherein the community shall exercise its powers and authority through the chosen representatives of its people;

Wherein the principles of unity in purpose, democracy, freedom, equality, tolerance and social justice, shall be fully observed;

Therein shall be guaranteed fundamental rights, including equality of status, of opportunity, freedom of thought, expression, belief, faith;

So that the community may prosper and attain their rightful and honored place in the World and make their full contribution towards international peace and progress the happiness of humanity through the development of educational programs offered by International Baccalaureate Organization:

Now, therefore, we, cognizant of our role and responsibility;

Inspired by the resolve to protect our unity and solidarity by creating an egalitarian community through an order;

Do hereby, adopt, enact and give to ourselves, this Constitution.

Article I
Name and Definitions

Section A: Name of Association

The name of the Association shall be the Association of Middle East & South Asian International Baccalaureate Schools (MESA).

Section B: Definitions

In the interpretation of this Constitution, unless inconsistent with the context:

“Middle East” shall mean Western Asia including Bahrain, Cyprus , Egypt, Iran , Iraq, Israel, Jordan, Kuwait , Lebanon, Oman, Palestine, Qatar, Saudi Arabia, Syria, Turkey, United Arab Emirates, Yemen
“South Asia” shall mean countries including Afghanistan, Bangladesh, Bhutan, India, Maldives, Nepal, Pakistan and Sri Lanka.

“MESA” shall mean the Association of Middle East & South Asian International Baccalaureate Schools
“The Chair” shall mean the individual who shall have, from time to time, been duly elected to the office of Chair of the Executive Committee.“IBO” Shall mean International Baccalaureate Organisation of Geneva, Switzerland.

“IB” shall mean an International Baccalaureate programme, offered through the International Baccalaureate Organisation (IBO) of Geneva, Switzerland.

“Institutional Member” shall mean an institution, authorized by the International Baccalaureate Organization of Geneva, Switzerland to offer at least one of its programme, admitted to membership according to the provisions of this Constitution.

“Associate Member” shall mean any institution that is a Partner to an institution authorized for IB programme or a school implementing an IB programme, and has been admitted to Associate Membership according to the provisions of this Constitution.”

The Secretary/Treasurer” shall mean the individual who has from time to time been duly elected to the office of Secretary/Treasurer of the Executive Committee.

“The Executive Committee” shall mean the Executive Committee for the time being of MESA constituted according to the provision of this Constitution.

Words importing one gender shall include the other and words importing the singular member shall include the plural and vice versa.

The headings in this Constitution are for convenience and shall not affect the construction of the provisions thereof.

“International Baccalaureate (IB) World Schools” are defined as preschools, elementary schools and secondary schools of International Baccalaureate World Schools which have been authorized by IBO to offer IB programme(s).

Article II
Purpose

MESA was established specifically in providing a network of professional support, information and service exclusively for IB programmes through conferences, video conferences, synchronous, asynchronous, face-to-face, on-line, blended workshops and events.

To this end, the exclusive purposes of MESA shall be:

• To support the goals and objectives of its members

• To provide support for the establishment and development of IB programmes

• To facilitate communication, cooperation and engagement between and amongst all members and the wider communities.

• To facilitate liaisons and where ever possible liaise on behalf of its members with the Ministries of Education, tertiary level institutions and with professional educational organizations in Middle East and South Asia

• To support the professional development for IB programmes & otherwise

• To support and promote mutual understanding and international peace

through the activities of and among-st member.

Article III
Statement of Non-Profit, Non-Political, and Non-Sectarian

Character

Section A: MESA shall be exclusively educational in character

It shall not have authority to issue stock. It shall not be conducted or operated for profit. No part of the net earnings of MESA shall inure to the benefit of any member or individual, nor shall any of such earnings or assets of MESA be used other than for the objectives and purposes of MESA.

Article IV
Membership

Section A: Categories of Membership

IB World Schools and IBO affiliate institutions or organizations located in the defined geographical region are all automatically institutional members of MESA provided they meet the guidelines for membership. Each Institutional member shall be represented by an individual from that school who shall be nominated by the institutional Head, as per records of MESA, to represent the institution at MESA. The individual appointed to represent the school shall hold that position for the calendar year or, in the case of a member of the Executive Committee, for a two year period. Each institutional member has ONE vote to exercise.

Associate membership may be granted to institutions, organizations who are not IB World Schools or individuals interested in supporting the aims of MESA, by a simple majority of voting representatives at a regular MESA meeting. Any school nominated for Associate Membership must be proposed and seconded by nominees of institutional members. An Associate Member will have access to full school membership rights except for voting rights at the Annual General Meeting and the right to have a school representative on or to be elected to the Executive Committee.

Section B: Term of Membership

The term of membership shall be annual from September 1 through August 31.

Section C: Termination of Membership

An institutional or associate member shall cease to be a member of MESA:

by delivering its resignation in writing to the secretary;
on its dissolution;
on being expelled; or
by failure to comply with the Constitution and By-Laws
by failing to pay the membership fee within 60 days of the due date.
by ceasing to become an IB World School
A member may be expelled by a special resolution of the Association passed at a general meeting and supported by three-quarters of the total membership. The notice of resolution for expulsion shall be accompanied by a statement of the reasons for the proposed expulsion. A school which shall be the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

Section D: Membership fees:

The amount of the annual membership fee for schools shall be determined by the Executive Committee of the Association, and shall be communicated in writing to all school members. The annual membership fee shall be paid in any year to the Secretary/Treasurer by a date determined by the Executive Committee.

Article V
Executives and Annual General Meeting

Section A : Executive Committee

The affairs of MESA shall be managed by a committee of representatives of member schools to be called the Executive Committee which shall hold office from the conclusion of one Annual General Meeting to the conclusion of the succeeding Annual Meeting.

The Executive Committee shall, subject to this constitution, exercise all such powers and functions as may be exercised by MESA other than those powers and functions that are required by this constitution to be exercised by a General Meeting.

The Executive Committee, in particular:

shall fill casual vacancies on the Executive Committee
shall determine annually the membership fees and deadlines for its payment;
shall establish and control the annual budget;
shall negotiate terms and payments with and select vendors;
shall make payments from the funds of the Association;
shall invest the monies of the Association;
shall delegate such of its functions as it may think fit to Sub-Committees
shall approve of and manage all publications, social media updates and website issued in the name of the Association.
Shall communicate all matters relating to the association with its members
Shall design, draft, approve and release a calendar of events of the association for each year
Shall initiate, maintain and develop relations with the wider national and international community
The Executive Committee members shall consist an even number, up to 10, of elected individuals in the capacity of Chair, Secretary, Treasurer, Publicist, and Members at Large who shall be IB Coordinators, or Heads of IB World schools registered as bona-fide institutional members of and in good standing with the association . The immediate past Chairman will be coopted as an additional member. The Executive Committee will have the power to co-opt members to the Committee so as to afford fair and adequate representation of the diversity of the schools, programmes and regions represented by MESA. A coopted member shall possess all the powers vested in a duly elected member of the Executive Committee. That, subject to receipt of nominations and membership representation, at least one member of the MESA Executive Committee is to be elected from one of EACH IB programmes. That maximum number of cities, states or provinces, countries are represented on the MESA Executive Committee. That no school is to have more than one member on the Executive Committee. That no network of schools or groups has more than one school represented on the Executive committee.

Section B: Term

The term of office of an elected member of the Executive Committee commences on the day of the election. In the first election of the Executive committee, half of the executives shall be elected for a term of two years and the other half will shall be elected for three years. In subsequent elections all terms will be for a period of two years. In the event of major economic, political, social or other events which prevent the annual meeting of MESA the terms of all executives shall be extended until MESA is again able to meet.

No school is to be represented on the Executive Committee for longer than two consecutive two year terms. A coopted member shall serve until the next election following the cooption. A retiring member shall be eligible for election or cooption, save that no member may serve for more than four consecutive years other than the immediate past Chair whose term of service will be his term as an elected member in addition to his term as immediate past Chair

Section C: Meetings

The Executive Committee shall meet at least twice in any year. One of these meetings shall be at a time different from the Annual General Meeting. Meetings of the Executive Committee shall be convened by the Chair at his discretion or by him upon the request of at least half of the membership of the Executive Committee. Notice shall be given to all members of the Executive Committee of any meeting, specifying the general nature of the business to be transacted. A simple majority of the membership of the Executive Committee shall constitute a quorum for the transaction of the business of a meeting.

At a Meeting immediately following the election of the Executive Committee, the committee shall elect from among its membership a Chairman, a Secretary, Treasurer and Publicist. In the event that the election of either position results in a tied vote, the immediate past Chairman may break the tie. The Committee shall then coopt the required additional members in accordance with the requirements of Article V Section B.

A meeting of the Executive Committee may be by telephone and electronic conference at the discretion of the Chair.

The Chair shall chair each Annual General Meeting and Executive Committee Meeting and be generally responsible for the direction of the affairs of the Association.

The Secretary/Treasurer shall be responsible: for publishing in due time notices and agendas of Annual and Executive Committee Meetings; for keeping minutes of such meetings; for keeping the financial records, bank accounts and cheque books of the Association, and for such other responsibilities as may be assigned to him by majority vote of the Executive Committee. The Publicist will design, develop and update communications of the association on all forums.

The Annual General Meeting and the Executive Committee Meeting shall be conducted in accordance with such Executive orders as may be prescribed by the Executive Committee from time to time.

Section D: Termination

A member of the Executive Committee shall cease to be a member of the Committee if he:

submits his resignation in writing to the Chair of the Executive Committee;
ceases to be employed by an MESA Institutional member; or is employed by a school which ceases to be an MESA Institutional member.
When a Committee member retires in the manner aforesaid, the membership shall fill the vacated office by electing a person thereto. The procedure for nominating and electing members of the Executive Committee is set out in the Bye-Laws of this Constitution.

Any casual vacancy among elected members occurring in the Executive Committee may be filled by a simple majority vote of the remaining Executive Committee members, either at a meeting called for that purpose, or by a postal/electronic ballot. A member thus appointed shall hold office only until the next General Meeting when the membership shall elect one of their members to complete the unexpired term of office.

Section E: Annual General Meeting

The Association shall, in each calendar year, hold an Annual General Meeting. The attendance of the majority of the members shall constitute a quorum at the General Meeting.

Sixty (60) days’ notice of the Annual General Meeting shall be given in writing to each member school. This first notice shall specify the place, the date and the time of the Annual General Meeting. A second notice shall advise the nature of the business to be transacted and shall be notified in writing to each school member at least twenty-one (21) days before the meeting.

The first notice of each Annual General Meeting, shall invite nominations for vacancies on the Executive Committee. Nominations shall be signed by a nominator who shall be a representative of a member school. The nominee shall consent in writing to his nomination. Additional nominations may be submitted by the Search Committee in accordance with the procedures outlined in the Bye Laws.

Nominations for election to the Executive Committee shall be received by the Secretary/Treasurer not less than 30 days before the date fixed for the Annual General Meeting. Nominations shall be made known to school members with the second notice of the Annual General Meeting.

The Chairman shall call a Special General Meeting within thirty days of having received a written requisition to this effect from a minimum of one half of member schools. This meeting shall consider only such Agenda items as shall have been listed in the requisition.
Article VI – Liabilities of Members

No member of MESA shall have any obligations in respect to MESA’ liabilities.

Article VII
Dissolution or Liquidation

No part of net income, revenue, and grants of MESA shall inure to the benefit of any member officer, or any private individual (except that reasonable compensation may be paid for services rendered in connection with one or more of its purposes), and no member officer or any private individual shall be entitled to share in the distribution of any part of the assets of MESA on its dissolution or liquidation. In the event of such dissolution or liquidation, the assets of MESA, after payment of debts and obligations, shall be transferred to an organization for charitable and educational uses and purposes similar to those of MESA and as chosen by the Executive Committee.

Article VIII
Amendments of Articles

These articles may be amended or altered however that Article III may not be amended in such a manner as to impair or alter the non-profit, non-political and non-sectarian character of MESA.

Changes to the Constitution or Termination of MESA shall be made by simple majority vote at a General Meeting where at least two thirds (2/3) of the membership is present.

If the required two thirds (2/3) of the membership is not present at a General Meeting, a postal vote of the total membership shall be taken within 90 days. If two thirds (2/3) or more of those responding within a period of 30 days from the date of mailing are in favour, the proposal(s) shall be approved and acted upon.

Proposals for changes to the Constitution of the MESA shall be submitted in writing to the Executive Committee at least 120 days prior to a General Meeting and the proposals circulated to the membership not less than 60 days prior to the General Meeting.

Notice of any proposed amendment to the Constitution shall be included with the second notice of the Annual General Meeting, provided for under Article 5.2. Any such amendment shall be moved and seconded by the designated representative of member schools.

Article IX
Amendments of By-Laws

MESA may establish and/or amend By-Laws by simple majority vote of those present at the Annual General meeting. However, no such By-Laws may contravene any provisions of the Charter.

Article X
The Seal

There shall be a Common Seal of MESA which shall be in the custody of the Executive Committee and it shall not be affixed to any document except by the majority vote of the Executive Committee.

Every instrument to which the Seal of MESA is so affixed shall be signed by at least two members of the Executive Committee. A register shall be kept by the Secretary/Treasurer of all occasions upon which the seal is used.

Article XI
Accounts

The Executive Committee shall cause proper accounting and other records to be kept showing the financial affairs of MESA and the particulars usually shown in books of accounts of like nature. Such accounts books shall at all times be open to the inspection of the auditor of MESA and an individual member designated for this purpose by any institutional member.

Section A: Bank Accounts
All Bank dealings and accounts will be managed by dual signatures

Article XII
Audit

The Executive Committee shall appoint annually an auditor who shall hold office for 1 year. The next Executive Committee will appoint an auditor for the following term.

The retiring auditor shall be eligible for re-appointment.

The Executive Committee shall fill any casual vacancy in the office of auditor and fix the remuneration of any auditor so appointed.

The auditor shall audit the Statement of Accounts that is presented by the Treasurer to the Annual General Meeting and shall perform such other duties as shall be allocated to him by the Executive Committee from time to time.

The financial year for the Association will commence on 1 July and end on 31 June the following year.

Article XIII
Notice

Any notice required under this Constitution to be given to any member shall be given either personally or by sending it by post to that member at the address provided by that member for the giving of notices. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected on the seventh day after the date of its posting.

Article XIV
Indemnity

Members of the Executive Committee shall be indemnified out of the Association’s assets for all liabilities incurred by them in the bona fide execution of their duties under this constitution.

STANDING ORDERS

The Chairman of the Executive Committee will, normally, hold that position for two years. The Executive Committee welcomes observers to Executive Committee meetings.

BYE LAWS

1. Election Procedures

a) A Search Committee, consisting of at least three individuals, shall be appointed by the Chair of the Executive Committee before 1st February each year. The Committee shall report to the Chairman of the Executive Committee.

b) The Search Committee shall solicit candidates for membership of the Executive Committee. All member schools shall be invited to nominate candidates by a specified date.

c) Any school member may propose a candidate, properly seconded and with the candidate’s permission.

d) The Search Committee shall make every reasonable effort to ensure that at least 50% more candidates are offered for each election than can be elected.

e) It shall be the duty of the Executive Committee to ensure that the slate of candidates offered for election conforms to the provisions of Article V

2. Distribution of Constitution of Association & Bye Laws

A copy of the Constitution and Bye laws shall be sent to all new member schools.

3. Amendments to or Cancellation of Bye Laws

Decisions regarding amendment to or cancellation of Bye Laws shall be made by simple majority vote at a General Meeting.

References:

1) China Association of International Baccalaureate Schools (CAIBS)

2) Constitution of the Association of Australasian International Baccalaureate Schools (AAIBS)

3) Constitution of Pakistan