By-Laws

1. The name of the corporation is “Council of International Schools, Inc.” (hereinafter referred to as CIS).
2. The seal of the corporation is in the form of a circle, inscribed with the name of the corporation, the year of its organization and the words “Seal, Delaware USA, Not for Profit”.

CIS is legally established in the State of Delaware, United States of America, and may establish branch offices in other locations within or outside of Delaware. In 2011, CIS established a branch office in the Netherlands, where it is registered with the Chamber of Commerce as a branch of a U.S. corporation.

The Council of International Schools (CIS) is a not-for-profit association of schools and post-secondary institutions working collaboratively to shape the future of international education.

CIS has as its purposes:

1. to offer services to enable its members to provide high quality international education;
2. to lead its global membership community in exploring and developing effective practices to foster healthy, interculturally competent global citizens, and to develop socially responsible leadership through international education;
3. to provide a professional forum for its members; and
4. to cooperate with other organizations and individuals pursuing objectives aligned with those of CIS.

1. CIS is exclusively educational, charitable, and scientific in character; it is a not-for-profit corporation, and no part of its net income benefits private shareholders. CIS is organized for non-profit purposes within the specifications of Section 501 of the U.S. Internal Revenue Code of 1986. CIS is not permitted and will not carry out activities prohibited for an organization exempt from Federal income tax under Section 501 of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code. Accounting surpluses may be used only for the reduction of an operating deficit, for the payment of loans, for the depreciation of fixed assets, for additions to or improvements in equipment and facilities, for building reserves for specified purposes, and for creating a social security system for the benefit of CIS employees.
2. CIS is, in its objectives and activities, politically neutral and non-sectarian.
3. CIS intends to continue in perpetuity as set forth herein.

1. CIS has three categories of membership:
   1. INSTITUTIONAL MEMBERSHIP – open to any educational institution which:
      1. is committed to high quality international education, community well-being and the development of global citizenship;
      2. rigorously applies the CIS Code of Ethics; and
      3. complies with these criteria and the CIS Membership Standards.
          

         Primary and secondary schools must be willing to commence the CIS International Accreditation process within 2 years of becoming a member if not already accredited through a recognized national or regional body.

         Upon application, higher education institutions must be accredited through a recognized national or regional body.
          

   2. SUPPORTING MEMBERSHIP – open to nonprofit educational organizations whose purposes are compatible with the purposes and activities of CIS and who wish to support its objectives.
   3. HONORARY MEMBERSHIP – people elected by the Board of Trustees as a mark of esteem for their service and contributions towards the CIS Mission and Vision.
   4. Other categories of membership may be established by the Board of Trustees in alignment with these By-laws.
2. Membership in all categories are approved by the Executive Director.
3. Annual fees for each category of membership are determined by the Board of Trustees.
4. The rights and privileges of membership in each category are determined by the Board of Trustees, subject to the following provisions:
   1. Each type of member has one official representative to CIS, who is the point of contact for communications between CIS and the member for and through whom the rights and privileges of membership are communicated and carried out. In the case of school members, the official representative is the Head/Chief Education Officer. In the case of higher education members, the official representative is a senior member of the institution’s leadership and policy-making team;
   2. Only school members have the right to vote on CIS business as stated within these By-Laws or to vote on any changes to these By-Laws through their official CIS representatives; and
   3. Only the official representatives of school and higher education members are eligible to serve on the CIS Board of Trustees.
5. No member of CIS, of any classification, has any obligation to its liabilities.
6. Membership will cease only under the following circumstances:
   1. voluntary cancellation;
   2. failure to pay membership fees in a timely manner; or
   3. a member is found not to abide by the CIS Membership Criteria or Standards for Membership or the CIS Code of Ethics.

The financial means consist of:

1. membership fees;
2. interest/yield derived from the general reserves and their investment;
3. grants or donations; and
4. other sources of income.

1. CIS holds a virtual Annual General Meeting for members each year, at a time to be determined by the Board of Trustees.
2. Special Membership Meetings may be called by the Board of Trustees stating the reasons for the meeting and defining the agenda.
3. Members are notified of meetings at least one month in advance. Meetings are always held virtually and recorded to allow for participation or viewing by members across the world. The notice designates the time of the meeting and is accompanied by the agenda and a list of motions put forth for a vote and decision by the official representatives of each member school. Motions for a membership vote and decision may be proposed in writing at any time to the Board of Trustees for review and consideration.
4. Whenever the vote of school members is required to be taken in connection with corporate action by provision of the statutes of Delaware, the certificate of incorporation, these By-laws or by a motion from the Board of Trustees, the decision requires participation by at least one-fifth of the official representatives of school members.
5. Motions are decided by a majority vote conducted via confidential online ballots prior to the membership meeting, except a resolution to dissolve the association which requires a two-thirds majority vote of the school members.
6. The following actions take place as part of the Annual General Meeting:  
   1. approval of the annual business report and financial accounts, including the Auditor’s report for the fiscal year past; discharging the Board of Trustees and Executive Director from responsibility;
   2. election of Members of the Board of Trustees;
   3. approval of amendments to these By-laws;
   4. a decision to dissolve CIS.

1. The Board of Trustees of CIS consists of not fewer than five and no more than nine elected and appointed official representatives of school and higher education members.
2. Elected and appointed Board Members are representative of the diversity of CIS’s membership including location (country), type of institution (public/private), ethnicity, culture, language and gender.
3. When new Board Members need to be elected or appointed, the Board appoints a Nominating Committee to identify senior leaders of CIS member institutions who are eligible to serve, or to review Board candidate nominations submitted by such senior leaders following a call for nominations. The Nominating Committee determines the individual(s) to be recommended to the Board of Trustees for appointment, or for inclusion on the slate of candidates to be presented for a membership vote. The Board of Trustees may appoint new Board Members at any time as required to fill Board vacancies. The election of Board Members is conducted via confidential online ballots prior to the Annual General Meeting when election results are announced. A slate of candidates for Board election consists of more than one but no more than two times as many names as the number of Board Members to be elected. The candidates chosen to serve on the Board of Trustees are those receiving the highest number of votes.
4. The duration of office for elected and appointed Board Members extends until the end of the third year after their election or appointment. However, their period of office will not end before successors are elected or appointed. Resignation during the period of office is permissible. If a Board Member is no longer the official representative of a school or university member, their membership on the Board of Trustees will automatically end.
5. A Board Member may serve a maximum of two consecutive full terms or six consecutive years. They may not stand for re-election or be re-appointed until one full year after their second term or sixth consecutive year of service.
6. To preserve continuity, the Board of Trustees has the option of appointing a member of the Board, upon completion of their second term, as an ex-officio Board Member for up to 12 months. 
7. The Board of Trustees has the option to remove any Board Member elected by the membership or appointed by the Board at any time by a two-thirds majority vote of the full Board of Trustees.
8. The Board meets at least four times a year, with at least one of these meetings taking place in person. An annual calendar of Board meetings is reviewed and published annually, at least two months prior to the start of each calendar year. The calendar designates the time and place of each meeting.
9. Members of the Board of Trustees, or any committee designated by the Board, participate in Board or Committee meetings virtually or in person, as agreed by the Board of Trustees.
10. CIS reimburses travel expenses incurred by Board Members for the purpose of attending in-person Board meetings.
11. Confirmation of the time and day of each Board meeting is sent by the Executive Director in consultation with the Chair, or in the event of their incapacity, the Vice-Chair or another Board Member, at least one week before each meeting. 
12. A meeting quorum consists of at least one-half of current Board Members or the Board Meeting will be postponed. 
13. Decisions are taken only when at least one half of the Trustees are present, but in no case by less than three Trustees. In case of a tie, the Chair of the meeting will cast the deciding vote.
14. The Chair of the Board of Trustees presides at all Board meetings and at the Annual General Meeting or any Special Meetings. They carry out other duties as described in the Board Chair’s role profile. In the absence of the Chair, their responsibilities are assumed by the Vice-Chair or another Board member.
15. Minutes of Board decisions are taken by the Board Secretary. 
16. The Executive Director attends all Board meetings in an ex-officio advisory capacity unless the Board holds an executive session. Other people may be invited to attend at the discretion of the Board.
17. Unless otherwise restricted by the certificate of incorporation or these By-laws, any action required or permitted to be taken at any Board meeting or of any Board committee may be taken without a meeting, if written (email) consent is confirmed by all Board members or Committee members. All decisions taken by the Board of Trustees are filed in the same location as the minutes of each Board or Committee meeting.
18. Within the exclusive competence of the Board of Trustees falls: 
    1. forming committees and committee member appointments;
    2. appointing and dismissing the Executive Director, setting the duration of their contract and their salary, defining their duties and the policy guiding expectations for their performance;
    3. developing and approving policies, planning and approving the annual budget, and taking decisions on all important matters or questions of principle affecting CIS, after hearing the recommendations of the Executive Director;
    4. establishing and reviewing compensation of all employees as part of the annual budget approval process;
    5. developing and approving the criteria and standards for membership and accreditation;
    6. electing honorary members of CIS; 
    7. determining annual membership fees and assessments, and the rights and privileges of membership in each category, consistent with these By-laws;
    8. authorizing the Executive Director and other employees of CIS with the right to bind CIS by signature, setting the limits of authorisation for each person as policy;
    9. receiving, holding, purchasing, selling or leasing real estate or other property, and arranging financial credits, if necessary;
    10. deciding to take or defend lawsuits, to refrain from doing so, or to agree to settlements out of court; 
    11. controlling financial means through the review and approval of the Annual Report, budget and financial audit.

1. The Board of Trustees elects a Chair, a Vice-Chair, a Treasurer, a Secretary and other officers as required at its first meeting of any year. If officer vacancies occur between Board meetings, the election of officers may be conducted by email ballot, provided at least one half of the members of the Board participate in the election. Any officer elected or appointed by the Board of Trustees may be removed at any time by a two-thirds majority of the full Board of Trustees.
2. The Board Chair is responsible for ensuring that the Board is properly organized to carry out its duties. The Chair presides at all Board meetings and ensures that meetings are conducted according to procedures. The Chair ensures that Board Members and Committee Chairs have the support they need to perform their roles and responsibilities as documented. The Chair may be called on to sign legal, financial and other documents on behalf of CIS as outlined in relevant Board policies. The Chair is the primary point of contact for the Board with the Executive Director.
3. The Vice-Chair performs duties as assigned from time to time by the Board of Trustees, or the Executive Committee.
4. The Treasurer is responsible for ensuring that all decisions of the Board regarding finance and budget are properly carried out. They perform their role and responsibilities as documented, subject to the control of the Board of Trustees and the Executive Committee. They may delegate the performance of the specific functions to another member of the Executive Committee with the approval of the Board of Trustees should the need arise.
5. The Secretary is responsible for recording the minutes of virtual and in person Board meetings, documenting all actions and decisions taken by the Board of Trustees.

The Board of Trustees reviews and attests to the accuracy of an external audit of CIS financial accounts and investments at least once a year, reporting on the audit results at the Annual General Meeting. The Board has an unlimited right of inspection of all files and supporting documents.

The accounting period is a duration of twelve-months ending on 31 December of each year.

In reference to Section 145 of the General Corporation Law of the State of Delaware (or any future provision), CIS indemnifies current and former directors, officers and employees to the full extent permitted by the law. In situations where CIS obligates itself to indemnify, CIS will make investigations on a case-by-case basis prior to indemnification. CIS obligates itself to pursue such investigations diligently, to indemnify each person to the fullest extent permitted by law at any time should the need arise. To the extent not permitted by Section 145 of the General Corporation Law of the State of Delaware (or any other provision of the General Corporation Law of the State of Delaware), the Indemnitees will not be liable to CIS except for their own individual willful misconduct or actions taken in bad faith.

1. These By-laws may be amended at an Annual General Meeting as provided in Article VII above, with the exception of Articles IV and XIII, which may not be amended in a way that would impair or alter the non-profit, non-political and non-sectarian character of CIS.
2. The text of any proposed amendment is submitted by the Board of Trustees to voting members along with the notice of the Annual General Meeting.
3. An amendment may be proposed by the Board of Trustees for approval at an Annual General Meeting with prior notification in accordance with Article VII, subject to a vote conducted via a confidential online ballot of all official representatives of member institutions within two months of the date of the Annual General Meeting.

Upon the dissolution of CIS, the Board of Trustees will, after paying or making provisions for the payment of all the liabilities of CIS, distribute all assets of CIS exclusively to fulfill the purpose of CIS.