THE FEDERAL REPUBLIC OF NIGERIATHE COMPANIES LAW CAP.113

COMPANY LIMITED BY GUARANTEE

MEMORANDUM OF ASSOCIATIONOF

THE JUNIOR SCHOOL________________________________________________________________

The name of the Company (hereinafter called “the School” or “the Company”) is “THE JUNIOR SCHOOL”.

The registered office of the School will be situated at Nicosia, Cyprus.

The objects for which the School is established are:-

(a)To operate a pre-school, a primary school a secondary school and sixth form college for the purpose of educating children whose parents desire that they should receive the benefits of education under curriculums designed for international schools offering education at pre-school, primary and secondary school level (ages 4-19) through the medium of the English language and which is broadly based on the education system of England and in particular non – state, privately run pre-school, primary, secondary and sixth form schools or colleges, which may be modified as necessary to suit local conditions and desires but so that nothing shall be done or be capable of being done which will change or have a tendency to change the character of the School from being run on the lines of an English non–state, privately run pre-school, primary, secondary, and sixth form college.

(b)To admit to membership the father and / or the mother or the guardian or guardians of any student of the Junior School and such other persons as the Governing Body may appoint as an Honorary Member on account of their special interest in the kind of education offered by the School.

(c) To provide for the delivery and holding of lectures, exhibitions, public meetings, classes and conferences calculated directly or indirectly to advance the objects stated in paragraph 3(a) hereof, whether general, professional or technical.

(d)To undertake and execute any trusts and undertaking whereof may seem desirable and either gratuitously or otherwise.

(f)To accept bequests, gifts, donations, contributions, subscriptions, charities, and legacies and to hold the property so conveyed and to convert and invest the same and or otherwise to apply and deal with the corpus of the proceeds thereof in accordance with the conditions of the transferor or, in default of such conditions, in such manner as the school shall determine.

(g)To enter into negotiations and arrangements with the Government of the Republic of Cyprus or with any other authority, municipal, local or otherwise and the respective departments thereof that may seem conducive to the objects and the purposes of the School and to obtain from the Government of the Republic of Cyprus or other authority any rights, privileges, property (movable or immovable), grants and concessions which the School may think desirable to obtain and to carry out, exercise and comply with such arrangements, rights, privileges and concessions.

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(h)Subject to the provisions of the Law to purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands, buildings, easements, rights, privileges, concessions and any real and personal property of any kind necessary or convenient for the purposes of the School and to purchase, take on lease or sublease, to receive or acquire or accept by way of gift, assignment, in exchange and otherwise acquire all types or nature of immovable property, easements or other rights or interests in real estate with or without restrictions, and either by the School alone or in conjunction with others, to manage, exploit, develop, sell, exchange, transfer by way of gift, mortgage, charge, let on lease or sublease, or otherwise dispose of assign or grant rights or licenses over any real property belonging to the Company or part thereof.

(i) To purchase take on lease or sublease or otherwise acquire, erect, construct, demolish, reconstruct, alter, extend or maintain, develop, repair, adapt, improve, furnish, equip, decorate, manage and exploit any structures and buildings of any nature or description, whatsoever, either on land belonging to the Company, or partly to the Company and partly to another person, or on any other land.

(j) To raise or borrow money on the terms or conditions upon the securities of debentures, mortgages of, or charges upon, all or any of the property and assets of the School present or future, or without any such security, and to make, accept, endorse and execute promissory notes, bills of exchange, and other negotiable instruments, and to issue and grant receipts and acknowledgements of money received or held on deposit or otherwise.

(k)To manage, improve invest, sell, lease or otherwise deal with all or part of the property and funds of the School with a view to promoting the objects thereof.

(l)To introduce any reforms and undertake any arrangements which from time to time may commend themselves, to the Governing Body with a view to promoting the objects of the School and generally to do all such other lawful things as may be conductive or incidental to the attainment of the above objects or any of them. Provided that the School shall not support with its funds any objects or procure any regulations, restrictions or conditions which will make the School a trade union. In case the School shall take or hold any property which may be subject to any trusts, the School shall only deal with the same in such manner as allowed by law having regard to such trusts.

(m)To engage and remunerate the services of any person or firm rendered in connection with the establishment or management of the School or the protection or execution or the protection or execution of any of its objects.

(n) To do all or any of the above things in any part of Cyprus as principals, agents, contractors, trustees, or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.

The income and the property of the School when and where so ever derived shall be applied solely towards the promotion of the objects of the School as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by the way of dividend, bonus or otherwise howsoever, by way of profit to the members of the School.

Provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or employee of the School for work or services actually rendered to the School, or prevent the payment of interest at a rate not exceeding such reasonable or competitive annual rate of interest available to the School on

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money borrowed, or such reasonable and proper rent of premises demised or let by any member to the School, but so that no member of the Council or governing body of the School shall be appointed to any salaried office of the School or any office of the School paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the School to any member of such Council or governing body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent, or reasonable and proper rent for premises demised or let to the School. Save that the proviso last aforesaid shall not apply to any payment to any public transport, gas, electricity lighting, water, cable, or telephone company of which a member of the governing body may be a member or any company in which such member shall not hold more than hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of such payment.

The liability of the members is Limited. to a maximum of One Hundred (100) Euro per member.

If upon the winding up or dissolution of the School there remains after satisfaction of all its debts and liabilities any property whatsoever, the same should not be paid to or distributed among the members or the School but shall be given or transferred to such other charitable object or institution as the members of the Governing Body shall direct, being an institution which shall prohibit the distribution of its or their income any property amongst its or their members to an extent at least as great as is imposed on the School under or by virtue of paragraph 4 hereof, such institution or institutions to be determined by the members of the School at or before the time of dissolution, and in default thereof by a Judge of the Supreme Court having jurisdiction in regard to charitable funds, and if and so far as effect cannot be given to the aforesaid provisions of this paragraph then to some charitable object.

Subject to the provisions of any applicable laws, true accounts shall be kept of the sums of money received and expended by the School and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the School and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the Articles of Association of the School for the time being, such accounts shall be open to the inspection of the members. Once at least in every year the accounts of the School shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.

Every member of the School hereafter admitted undertakes to contribute to the assets of the School in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the School contracted before he ceases to be a member, and the costs charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one hundred euro.

WE, the several persons whose names and addresses are subscribed formed into a School, in pursuance of this memorandum of Association.

THE COMPANIES LAW (CAP.113)

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COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

THE JUNIOR SCHOOL

INTERPRETATION

In these Articles unless there is something in the subject or context inconsistent therewith:-

“The School” or “the Company” means the Junior School Company which includes the Junior School (Pre-reception to Year Six) and the Senior School (Year Seven to Year Thirteen).

“The Regulations of the School” means these Articles of Association and any other applicable regulations as determined by the Governing Body for the management of the School for the time being in force.

“The Governing Body” or “Board of Directors” means the Junior School’s Board of Directors so elected for the time being of the School.

“Governor” or “Director” or “Member of the Governing Body” shall mean every member who is elected to the Governing Body pursuant to the provisions contained in the Articles.

“Honorary Member” shall mean any person so chosen by the Governing Body to become an Honorary non-voting member of the School.

“Junior School Member” and “Senior School Member” shall mean a Member being a parent or legal guardian of a student in the Junior and Senior School respectively. “The Whole School Leadership Team” shall consist of the Principal, the Head Teachers, the Business Manager and the Administration Manager.

“Member” means a member of the School not being an Honorary Member who becomes a member pursuant to the provisions contained in the Articles and being duly registered as a member of the School as prescribed herein.

“Principal” means the person having overall responsibility for the management, development, academic performance and general wellbeing of the students and staff of the Junior and Senior Schools and whose job description, rights duties and obligations shall be dictated by the Governing Body from time to time.

“Secretary” means any person appointed to perform the duties of the secretary of the Company.

“The Law” means the Companies Law CAP 113 or any law substituting or amending the same and the other statutes (if any) to which the School shall for the time being be subject to.

“In writing” and “written” means written or printed or lithographed or partly written and partly printed or lithographed and includes other modes of representing or reproducing words in a visible form.

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Words importing persons include corporations.

Words importing the singular number also include the plural number and vice versa. The word “he” also means “she” and vice versa.

Words and expressions defined in the Law have the same meaning in these Articles.

MEMBERSHIP

Membership is open to the father and or the mother or the legal guardian or guardians of every student of the School and such other persons as the Governing Body may elect as honorary members on account of their special interest in the type of education offered by the School. Honorary Members shall have no voting rights nor shall they be taken into consideration when calculating quorum for General Meetings.

No person shall become a member of the Company unless he has a child attending the School on a full time basis and no person shall be admitted to membership (other than honorary membership) unless and until he shall have signed an application for membership.

The number of members shall be equal to the number of parents or legal guardians duly registered as members of the School plus any appointed honorary members.

Every member shall remain a member of the School for so long as he shall meet the annual contribution lawfully demanded of the members and shall continue to possess the qualifications mentioned in Article 2 of the Articles of Association.

A Member shall cease to be a Member of the School on the happening of any of the following events: -

a. If they no longer have a child attending the School; or

b. If they inform the Governing Body that they wish either not to be registered as Members or that they wish their name to be withdrawn from the Register of the Company’s Members; or

c. If they become of unsound mind; or

d. If they be adjudicated as bankrupt; or

e. For bringing the School into disrepute or for other good cause, which results to evident damage to the School. Such decision shall be taken once a relevant notice of the intention to expel the member is issued by the Governing Body to the Member (the Governing Body shall have the sole discretion to issues such notice to the Member) by a panel which shall consist of a Company member appointed by the member whose expulsion is being sought, by a Company member appointed by the Governing Body and by any other person (not necessarily a member or parent of the School) appointed by these two persons appointed by the two Parties. The decision of this panel shall be final and binding on all Parties involved; or

f. Generally, if in the judgment of the Governing Body they shall cease to possess the qualifications set out in Article 2 of the Articles of Association upon which he or she has been admitted to membership.

Provision 6(a) above shall not apply to honorary members of the School.

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Any person who shall cease to be a Member shall nevertheless remain liable for and shall pay to the School all monies which at the time of his ceasing to be a member may be due from him to the School or which may become payable by him by virtue of his liability under the memorandum of association and shall not be entitled to be repaid the whole or any part of any subscription or other money paid by him.

All monies payable to the School shall be payable to the Treasurer for the time being thereof or such person as may appointed for this purpose by the Board and shall be recoverable at law as a debt in an action started in the name of the School.

GOVERNING BODY

9. The affairs and property of the School shall be managed by the Governing Body.

10. (a) The Governing Body shall consist of eleven members, ten of which (being Junior School Member or Senior Member) shall be elected by the Company in General Meeting from amongst all the members in the manner prescribed herein below.

(i) At least three Members shall be elected from the Junior School Members and three from the Senior School Members;

(ii) Four Members shall be elected from the Company regardless of whether their children are students of the Junior or Senior School;

The eleventh Member shall be an individual who is not a Member of the Company or a parent or a legal guardian of a student in the School.

(b) If a parent or legal guardian of a child is elected to the Board and before the end of his term his child leaves the School (as a result of which that person will cease to be a Member) then that Governor will be deemed to have resigned his position and the Governing Body shall co-opt his replacement until the next elections pursuant to the provisions of Article 10e below.

(c) Every Member who is a candidate must state 3 days before the election of the Governing Body if he is applying as the parent or legal guardian of a student in the Junior School or as a parent or legal guardian of a student in the Senior School;

(d) If less than nine candidates put themselves forward for election from each of the Junior School and the Senior School then the total number of Governors shall be adjusted down proportionally from Senior School and Junior School Members so that the total number of Governors to be elected shall be not less than nine.

(e) In the event that less than nine members put themselves up for election, the Governing Body shall co-opt at their absolute discretion up to five members as Governors so that at any given time there shall be a minimum of nine or a maximum of eleven members of the Governing Body. The co-opted Governors shall maintain their position until the next Annual General Meeting at which they will be eligible for election. The Governors in co-opting members shall ensure to the greatest extent possible, having in mind the Members willing to be co-opted as Governors that the there shall be at least three members from the Junior School and three from the Senior School.

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(f) The individual selected to be a Member of the Governing Body and who is not a Member of the Company or a parent or legal guardian of a student in the School, shall be elected by the elected Governors by majority and the term in office for that individual shall be for three years with an option to renew for a further three years, making it a total of two consecutive three year terms which shall be the maximum term for any non elected member.

11. Every member of the Governing Body elected hereafter must have attained his twenty-first year of age.

12. No person employed by the School or their spouses may be eligible for election to the Governing Body.

13. Subject to the provisions of Article 24 and 25 below the Elected Members of the Governing Body shall have the right to vote on all issues put to the vote before the Governing Body.

14. An Elected Member of the Governing Body who shall lose any of the qualifications required as hereinbefore set out either as a Governor or as a Member shall cease to be qualified to sit or to vote at any meeting of the Governing Body. It is provided that no resolution or other act of the Governing Body shall be invalidated by reason of such member sitting or voting or being counted as a member thereof in constituting the quorum necessary to transact business of the Governing Body.

15. Every Governing Body shall at their first meeting after each succeeding annual or extraordinary general meeting in which they are elected, elect the Chairman, Deputy Chairman, Secretary and, Treasurer. The said offices shall be held by the individuals so elected until the next Annual or Extraordinary General Meeting.

16. Each member of the Governing Body shall be elected for a period of three years at the end of which they shall retire and will be eligible for re-election for a further three years. After being in office for two consecutive three year terms, the Governor shall retire and shall not be eligible for re-election or co-option. A member of the Governing Body who chooses not to stand or is not elected for a second consecutive term can stand again for election at any subsequent election. Notwithstanding the above provisions no member of the Company shall be entitled to serve as a Governor for more than six years in total.

17. During each General Meeting in which an election will take place the elected members of the Governing Body who retire according to the provisions 10b above, shall retire and the meeting shall elect their successors from amongst the members of the School who have been duly nominated pursuant to the provisions of Article 18 below.

18. No individual, shall be eligible for office as an elected member unless he or she shall have been duly nominated and his candidature approved by three members of the School (in which he has a child) and his name forwarded to the Secretary not later than three days prior to the General Meeting in which an election will take place and should the number of vacancies be less than the number of candidates, a vote shall be taken by ballot.

19. An Elected Member of the Governing Body may be removed from his position on the Governing Body by ordinary resolution during a general meeting of the members of the Company before the expiration of his period of office according to Section 178 of the Law.

20. The office of a member of the Governing Body shall be vacated if the member automatically:

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(a) where without the consent of the Company in general meeting holds any other office of profit in the Company; or

(b) becomes bankrupt; or

(c) becomes prohibited from being a member of the Governing Body by a reason of any order made under section 180 of the Law; or

(d) becomes of unsound mind; or

(e) resigns his office by notice in writing to the Company; or

(f) is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest in manner required by section 191 of the Law.

(g) if he is, after appeal where appropriate, found guilty of any offence of dishonesty by a duly constituted court in the Republic of Cyprus or such other country upholding the same or similar standards as the Republic of Cyprus for due process, human rights and fair trial.

21. If a position of the Board is vacated for any reason between Annual General Meetings then the Governing Body shall co-opt his or her replacement until the next elections according to the provisions of Article 10 (e) above.

22. Subject to the provisions of Articles 10 (d) and (e) above, if at any Annual

General Meeting at which an election of Members of the Governing Body ought to take place, the Members fail to elect the proper number of members, the Governing Body shall convene an Extraordinary General Meeting for that purpose, and the retiring members shall continue in office until the election of their successors.

23. Subject to the provisions of the Law, nothing in these Articles shall prevent the Governing Body or the Members from calling an extra ordinary general meeting of the Company for the purpose of carrying out elections for the Governing Body.

24. If a child of a Member of the Governing Body undertakes his/her education in a

competing fee paying school in Cyprus, unless in extreme extenuating circumstances, at the next Annual General Meeting, that Member shall resign from his position and shall not be eligible for re-election.

25. Where the child of a Junior School member of the Governing Body continues his/her education from the Junior School to the Senior School prior to the end of the term of that Member, then that Member shall not be obliged to resign from his/her position, provided that the minimum number of Governors are met as provided in Article 10(a) above.

OBLIGATIONS OF THE MEMBERS OF THE GOVERNING BODY

26. The Elected Members of the Governing Body shall be independent of management and shall be free of any business or other relationship with the Company that may substantially affect their independent and unbiased judgment. At the very least the elected members of the Governing Body:

(a) shall not have any business relationship, or be closely related up to the first degree or have an employer-employee relationship as defined by Law with any other member of the Governing Body or member of the management team or generally be in a position that could substantially affect their independent and unbiased judgment;

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(b) shall not have any other substantial relationship with the Company which of its nature may affect their independent and unbiased judgment and in particular shall not be a provider of goods or services which by their nature substantially affect their independent and unbiased judgment nor shall they be connected to an entity which provides consulting services to the Company;

(c) shall not be an executing managing director or executive director of a company directly or indirectly connected with the company presently or in the past 12 months.

27. The names of members of the Governing Body who are up for election or re-election shall be made available to the Members and be accompanied by sufficient biographical information and a recent photograph as to enable members to take decisions as regards their vote.

28. No member of the Governing Body shall be allowed to oblige any other member to perform or act in any manner which is contrary to the desire of that other member.

PROCEEDINGS OF THE GOVERNING BODY

29. Subject to the provisions of these Articles, the Governing Body may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings and the proceedings thereof, as they think fit and necessary, but all questions arising at any meeting of the Governing Body shall be decided by a majority of votes of the members present who are entitled under these Articles to vote at meetings of the Governing Body. Where no such majority is reached at a particular meeting the decision shall be deferred to the next meeting and if a decision is still not reached the matter shall be referred to an extraordinary general meeting of the Company.

30. Where, after a decision is taken by the Governing Body, any Member wishing to include in the agenda the same subject-matter to be re-considered, he/she shall not be entitled to do so unless all members of the Board are notified and the majority agrees to re-consider the matter.

31. Unless otherwise determined by the Governing Body, half plus one of the total number of members of the Governing Body shall constitute a quorum and may exercise all the powers of the Governing Body. Where a decision which implies expenditure exceeding the amount of Euro 100,000.00 needs to be considered or where the Governing Body is to consider the appointment or dismissal of any member of the Whole School Leadership Team, the quorum of such meeting shall be nine members of the Governing Body. Subject to this Article, the Governing Body may act notwithstanding any vacancy or vacancies therein, but if and so long as their number is reduced below the number fixed as the necessary quorum of the Governing Body, the continuing members of the Governing Body or member of the Governing Body may act for the purpose of summoning a general meeting of the Company but for no other purpose.

32. Meetings of the Governing Body shall take place as often as may be necessary, but three meetings at least shall take place in each year. Meetings shall be held at such times as the Governing Body shall from time to time determine, and shall also be summoned by the Secretary at the request of at least three members. Any Member of the Company or parent or legal guardian of a student of the School on giving five days’ previous notice in writing to the Secretary shall be entitled to be present at a regularly convened meeting of the Governing Body and (with the permission of the Chairman presiding at the meeting) may address the Governing Body on a particular matter or matters.

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33. A resolution in writing signed or approved by letter, email, telegram, telex, telefax or other similar means by all the Directors shall be as valid and binding, as it would have been if it had been passed at a meeting of the Directors which had been duly convened and held. And if it is signed as provided above, it may consist of various documents each one of which must be signed by one or more of the persons referred to above. Directors may participate in any meeting of the Directors or any duly authorised committee by means of telephone conference or conference by similar communications equipment by means of which all persons participating in the conference can hear each other, and participation by such means shall constitute presence in person at such meeting for which an appropriate minute shall be made.

34. The Principal shall attend all Board Meetings ex-officio unless requested otherwise by the Governing Body. The attendance of any other member of the Whole School Leadership Team shall be at the invitation of the Principal, subject to the approval of the Chairman, or directly at the invitation of the Chairman. No member of the Whole School Leadership Team shall have the right to vote at any Board Meeting.

35. The Governing Body shall have an agenda or a formal schedule of matters to be discussed. All members of the Governing Body must inform the Secretary of the issues they wish to discuss and the Secretary shall include these issues in the agenda or schedule. This agenda or schedule shall, at appropriate times of the year, include but not be limited to:

a. the targets and strategic policy objectives of the company;

b. the annual budget and business plan;

c. important capital transactions;

d. unusual transactions of any type;

e. any capital acquisitions and how the greater part of the Company’s cash is allocated;

f. the establishment of and any changes to the application of the accounting principles on the Company’s books of accounts;

g. any transactions of the company in which a member of the Governing Body, the Whole School Leadership Team, or senior member of the administrative staff of the company or Auditor has directly or indirectly any substantial interest;

h. the selection, appointment and dismissal of the Whole School Leadership Team (Principal, Head Teachers, Heads of Key Stages or other Senior Administrative Employee) of the Company;

i. the drawing up or amendment of the retirement policy of the staff;

j. consideration and approval or rejection or ratification of any committee decision;

k. to decide on the delegation of any of its powers to any third party as it deems fit from time to time

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36. All Governors shall receive all information in writing on the meetings of the Body and shall have at their disposal all relevant documents upon circulation of the agenda and any necessary addendi thereto by the Secretary within reasonable time in order for them to have sufficient time to study them. In addition all Governors shall be informed in good time of any extraordinary meetings.

37. All Governors should exercise independent and unbiased judgment in carrying out their duties.

38. In addition to the provisions of Article 33 above, votes of the members of the Governing Body shall be validly provided if the vote of such member is:

(i) sent by an authenticated e-mail to the Secretary after the circulation of the agenda and proposed resolution;

(ii) sent by telefax to the Secretary after the circulation of the agenda and proposed resolution;

(iii) by a show of hands during the meeting of the Governing Body;

(iv) expressed by that member during the meeting regardless of whether he withdraws from the meeting on casting his vote in any of the above described manner.

In the event of a dead lock in the voting procedure of the Governing Body the members of the Governing Body shall be obliged to take such reasonable time to reconsider the matter put to the vote on which a dead lock has been reached. In the event that a dead lock persist for this matter then an extra ordinary general meeting shall be duly called to decide upon this matter by simple majority of all those present.

A Member of the Governing Body cannot vote in respect of any contract in which he is interested or any matter arising thereof, and that member is obliged to declare such interest before the Members of the Governing Body.

CHAIRMAN

39. The Chairman and in his absence the Deputy Chairman of the Governing Body is responsible for the proper, smooth and effective running of the Board and should ensure that all the issues on the agenda of meetings are sufficiently supported by relevant information and that ample time is given to discuss and decide on all matters of the agenda.

40. The Chairman or Deputy Chairman shall assume the role of the Co-coordinator of the Governing Body during the meetings and shall have a second or casting vote provided that the number of Members present during the meeting is an even number.

THE SECRETARY

41. The Secretary shall be appointed by the Governing Body at their first meeting after each succeeding annual or extraordinary general meeting in which elections are held.

42. The Secretary of the Governing Body or such other person appointed by the Secretary for that purpose shall cause correct minutes of meetings to be entered in books to be provided for that purpose and to affect this function obtain the assistance of any third party operating under the supervision of the Secretary. Such minutes shall be approved at the meeting following that to which such

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minutes refer, and shall be signed by the Chairman or Deputy Chairman of such succeeding meeting and the Secretary or Assistant Secretary, and shall be receivable as prima facie evidence of the matters stated in such minutes. Minutes of Extraordinary Board meetings shall be approved at the next regular board meeting.

43. An Assistant or Alternate Secretary shall also be appointed in the same manner as prescribed herein above.

THE TREASURER

44. The Treasurer, and in his absence the Deputy Treasurer, will Chair and co-ordinate the finance committee (one of the subject committees) whose role is predominantly to monitor the budget and the overall financial status of the Company.

REGULATIONS AND RULES

45. Subject to the provisions set out in these Articles, the Governing Body may make, alter or rescind such regulations or rules for the furtherance of the purpose of the School as they may from time to time consider necessary, provided that such regulations or rules are not inconsistent with the provisions of the Articles, or do not amount to such an alternation of or addition to the Articles as could only legally be made by a special resolution; such regulations or rules shall remain in force until the next General Meeting of the School, when they shall be submitted to such meeting for confirmation, and if confirmed, shall remain in force.

POWER OF THE GOVERNING BODY

46. The entire supervision, control, disposition and management of the affairs, property and business of the School shall be vested in the Governing Body who, in addition to the powers and authorities by these presents or otherwise expressly conferred upon them generally, may exercise all such powers and do all such acts and things as they may consider necessary for or conductive or incidental to the due management of the affairs, property, and business, or for effecting the objects of the School and as are not by the Law required to be exercised by the School in General Meeting, subject nevertheless to the Regulations of the School, but no Regulation of the School shall invalidate any prior act of the Governing Body which would have been valid if a regulation had not been made. Provided that, nothing herein contained, shall authorize the Governing Body to alter the character of the School or to enable them to run the School, except on the lines of a school described in Article 3 (a) of the School’s Memorandum of Association.

47. The Governing Body shall establish a procedure on the basis of which the Whole School Leadership Team shall, if necessary on obtaining the relevant authorization from the Governing Body, take the necessary professional advice at the School’s expense, in order to best carry out its duties. In any event the Whole School Leadership Team shall seek guidance from the Governing Body on any matters which guidance or advice is required.

48. All Governors shall have access to the records kept by the Secretary who is responsible to the Governing Body for ensuring that the Governing Body procedures are properly followed and that applicable rules and regulations are complied with.

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49. The Governing Body shall function on the basis of the principle of collective responsibility, and no member of the Governing Body shall absolve himself or herself of responsibility towards another member.

50. The Governing Body will have powers to borrow money after receiving proper advice or after making such proper investigation which indicates that it is within the means of the School and does not unreasonably jeopardize its financial standing. The Governing Body will not be able to borrow more than an amount equal to the School’s financial reserves as set out in the latest published audited accounts without an ordinary resolution of the Company in General Meeting authorizing them to make such a borrowing having been first obtained.

51. The Governors may from time to time and at any time by a duly passed resolution delegate any of its powers to any person being an employee of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Governors under these Regulations) and for such period and subject to such conditions as they may think fit, and any such resolution delegating such a power may contain provisions as the Governors may deem fit and may also authorize any such employee to delegate all or any of the powers, authorities and discretions vested in him or her.

SUBJECT COMMITTEES

52. The Governing Body may under Article 51 delegate any of their powers to committees consisting of such of its members as they think fit; any subject committee so formed shall deal with such matters for both schools as in the opinion of the Governing Body can best be dealt with in that Subject Committee. The Subject Committee shall exercise the powers so delegated and conform to any regulations that shall be imposed on it by the Governing Body.

53. The Governing Body members of the Subject Committees shall elect three of its members to act as Chairman, Deputy Chairman and member for each such Subject Committee. The Chairman, or in his/her absence, the Deputy Chairman, shall have a second or casting vote where there is an even number of Members present at each committee meeting.

54. The staff of the school collectively and the Whole School Leadership Team shall each elect or appoint respectively at least one of their members to attend and vote in any Subject Committee the Governing Body may set up and in which they shall be invited to participate. The total number of Members with a right to vote of the Subject Committee shall be five and the quorum of any such meeting will be three members of which at least two shall be members of the Governing Body.

55. Any such Subject Committee shall meet and adjourn as it thinks proper. Questions arising at any meeting of the Subject Committees shall be determined by a majority of votes. Where no such majority is reached at a particular meeting the decision shall be deferred to the next meeting and if a decision is still not reached the matter shall be referred to the Governing Body for a decision. The decision of the Governing Body on any such matter referred to it shall be final and binding. All decisions of the Subject Committees shall, subject to a vote by a simple majority and, unless power has been duly delegated, be considered, approved or rejected or ratified by the Governing Body during their next meeting or as soon as is practicable thereafter. Any member of such committee shall not be entitled to vote on any matter where there is a direct conflict of interest.

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56. Every Subject Committee constituted or appointed under the above provisions shall confirm to the Regulations of the School and to all regulations and rules and to any regulations and rules that may from time to time be imposed upon them by the Governing Body.

57. The Governing Body may set up ad hoc committees or committees for specific duties or subjects as it sees fit. Such ad hoc committees shall be formed for specific matters and shall be dissolved by the Governing Body once such duty or matter is completed. All recommendations or suggestions made by an ad hoc committee shall be presented in detail to the Governing Body and the Governing Body shall consider and ratify or overturn such decision. The number of Members of an ad hoc committee shall be decided by the Governing Body, depending on the matter or duty to be performed. The Governing Body has the right to invite any person, who is not a member of the Governing Body, to be a member of an ad hoc committee and attend meetings and have any powers so delegated to them by the Governing Body, according to their discretion.

THE JUNIOR AND SENIOR SCHOOL COMMITTEES

58. The Governing Body shall also be convening as two separate committees to which the Governing Body shall have the authority under article 50 above to delegate powers. These committees shall be made up by 6 voting members out of which at least three shall be Junior or Senior School Members of the Governing Body, one shall be the Principal, one member of the Head teachers and one elected by the Senior or Junior School staff as appropriate. The Senior and Junior School Committees shall have the predominant responsibility, subject to the Governing Body’s guidance and due delegation or alternatively ratification of all decisions, to ensure the wellbeing of the students and staff and shall at all times aim to assist the School in offering to its students the highest possible standards of academic excellence.

59. Meetings of the Junior and Senior School Committees shall take place on a regular basis depending on when it is deemed necessary and shall deal with day to day matters of the Junior and Senior School respectively. The quorum for these meetings shall be five members of which at least two shall be members of the Governing Body. Each committee shall elect a Chairman and a Deputy and the Chairman, or in his/her absence, the Deputy Chairman, shall have a second or a casting vote in case of an even number of Members present. The Chairman and Deputy Chairman shall elected be from the members of the Governing Body.

60. Such meetings shall have an agenda and minutes shall be kept. Unless powers are duly delegated to the committees by the Governing Body, any decisions taken by either the Junior or the Senior School Committee shall be considered and voted on or ratified by the Governing Body prior to it being put into effect. Where a deadlock is reached by either the Junior or the Senior School committees, the matter shall be referred to the Board for a final decision which shall be final and binding.

61. The functions of both committees shall be without limitation the following:

i. Election of chair and vice- chair of the committee for a period of one year;

ii. Determination of staffing structure;iii. Preparation and oversight of either school’s improvement plan;iv. Strategic development of the schools; v Receiving reports from sub-committees and head teachers.

PROCEEDINGS OF COMMITTEES14

62. The meetings and proceedings of any and all Committees constituted or appointed under the provisions of these Articles shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Governing Body so far as the same are applicable thereto, and not superseded by any regulations or rules decided upon by the Governing Body.

63. The Governing Body has the power to amend the structure or applicable rules of procedure of any Committee by a simple majority.

ACTS OF THE GOVERNING BODY AND COMMITTEES TO BE VALID

64. All acts done by any meeting of the Governing Body or of Committee (properly constituted and duly mandated by the Governing Body to take decisions) or by any person acting as a member thereof respectively shall (notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Governing Body or Committee or person acting as aforesaid, or that such Governing Body, or Committee, or any of the members thereof or such person, were or was disqualified) be as valid as if such Governing Body or Committee, and member thereof, or such person, had been duly appointed and were or was duly qualified.

GENERAL MEETINGS

65. General Meetings shall be held at such time and at such place as the Governing Body shall determine

66. The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notice calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held at such time and place as the Governing Body shall appoint.

67. The above mentioned General Meetings shall be called Annual General Meetings and all other General Meetings shall be called Extraordinary General Meetings.

68. The Governing Body may whenever it thinks appropriate, convene an extraordinary general meeting and an extraordinary general meeting shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by Section 126 of the Law.

69. The accidental omission to give any such notice to or the non-receipt of such notice by any of the Members shall not invalidate any resolution or proceedings had as any such meeting.

PROCEEDINGS IN GENERAL MEETINGS

70. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Ordinary General Meeting shall be deemed special with the exceptions of (a) the consideration of the accounts and balance sheets and the ordinary reports of the Governing Body and Auditors, and (b) the filling of vacancies in the Governing Body and (c) the appointment and remuneration of Auditors. Regardless of whether these are carried out in an Ordinary or an Extraordinary General Meeting, elections shall be carried out in accordance with the provisions of Article 10 above.

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71. A member of the Governing Body chosen by the general meeting shall preside as Chairman at that particular meeting. The Chairman of that particular meeting shall not necessarily be the Chairman so elected by the Governing Body as stipulated in Article 15 above.

72. If there be no member of the Governing Body present within 15 minutes from the time appointed for holding the meeting and willing to act, the members present and entitled to vote shall choose one of their members to be Chairman.

73. No business shall be transacted at a General Meeting except the election of a Chairman and the adjournment of the meeting, unless a quorum of one third of the members entitled to vote are present in person or by proxy at the meeting when the meeting proceeds to business.

74. If within half-an-hour from the time appointed for the meeting a quorum be not present, the meeting, if convened upon a requisition of member, shall be dissolved, but in any other case the meeting shall commence and those present shall constitute a quorum.

75. Save where otherwise in these Articles provided, at any General Meeting every question shall at the discretion of the Chairman be decided on a show of hands, or by ballot or by such method as the Chairman shall direct. Provided that if a poll shall be demanded by at least five members present in person or by proxy and entitled to vote, then a poll shall be taken as hereinafter provided.

76. If at any meeting a poll is demanded as above mentioned such poll shall be taken in such manner and at such place and time, as the Chairman of the meeting shall direct, and in case on such poll there be an equality of votes the Chairman of the meeting at which such poll shall be demanded shall be entitled to a casting vote in addition to his vote as a member. The result of every poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

VOTES

77. Every member whether on a show of hands or on a ballot or on a poll shall have one vote and no more.

78. No person other than a member duly registered, who shall have paid everything for the time being due from him and payable to the School, shall be entitled to be present or to vote on any question either personally or by proxy subject to the provisions of article 63, at any general meeting.

79. The instrument appointing a proxy shall be in writing under the hand of the appointer.

80. The instrument appointing a proxy shall be deposited at the office of the School not less than twenty-four hours before the time of holding the meeting or adjourned meeting or poll, as the case may be, at which the person named in the instrument proposes to vote.

81. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death of the principal or revocation of the proxy, provided the intimation in writing of the death or revocation shall be received at the office of the School before the meeting.

82. Every instrument of proxy shall, subject to such variation as circumstances may require, be in the form or to the effect following:-

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“THE JUNIOR SCHOOL”

“I /We, ……………………………………………………………………………... “being a member(s) of THE JUNIOR SCHOOL hereby appoint …………………………………….. of ……………………………………………. “as my/our proxy, to vote for me/us and on my/our behalf at the (Ordinary or Extraordinary or Adjourned as the case may be) General Meeting of the School to be held on the ……………. day of …………………… and at any adjournment thereof or poll resulting therefrom regarding the following matters: ……….

“As witness my/our hand the ………………day of………………….19…..

THE WHOLE SCHOOL LEADERSHIP TEAM

83. The Whole School Leadership Team is responsible for the day to day operation of the School.

84. The Whole School Leadership Team shall have the responsibility to provide the Governing Body with timely, reliable, and detailed information particularly as regards factors that may have altered, or may alter, the prospects and finances of the company. In the event that such information is insufficient, the Governors shall have the right to request for more information and evidence on the matters and issues raised by the Whole School Leadership Team. The Secretary shall have the responsibility to ensure that all Governors are suitably informed on issues that arise during such meetings of the Governing Body.

85. The Whole School Leadership Team consists of the Principal, the Head Teachers, the Business Manager and the Administration Manager.

SUBSCRIPTION AND AFFILIATION FEES

86. The amount of the annual or other subscriptions, affiliation fees and entrance fees (if any) payable by persons being or becoming members or enjoying all or any of the privileges of membership shall be fixed from time to time by the Governing Body.

RESERVE FUND

87. The Governing Body shall from time to time determine the amount and nature of the moneys or investments to be set apart as a Reserve Fund, to provide by the income or capital thereof for such extraordinary or other expenses of the School as its ordinary income and receipts shall not be sufficient to discharge. Provided that any capital which shall be so expended, shall be replaced as speedily as possible. The Governing Body subject to the provisions of the Law as well as any other applicable law shall take all steps necessary to collect from Members by way of any legal means available to it contributions to the Reserve Fund.

ACCOUNTS

88. The Governing Body shall cause true and complete accounts to be kept for the sums of money received and expended by the School and the matters in respect of which such receipts and expenses arise, of the assets, credits and liabilities of the School and of all sales and purchases of goods by the School.

89. The books to account shall be kept at the office of the School or at such other place or places as the Governing Body shall think fit.

90. The Members of the School in General Meeting may from time to time impose reasonable conditions or regulations as to the time and manner in which the

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records, accounts, books and papers of the School shall be open to the inspection of the members of the School and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed be the School in General Meeting, the same shall be open to the inspection of the members at all times in the business hours.

91. At the Ordinary General Meeting in every year, the Governing Body shall lay before the meeting an income and expenditure account made up to a date not more than six months before the meeting from the time when the last preceding account was made up, or in the case of the first account, from the incorporation of the School. Such account shall be in such form and contain such particulars as the Governing Body shall consider calculated to exhibit truly and correctly the state of the affairs of the School and shall be accompanied by a balance sheet made up at the same date.

92. Every such account and balance sheet shall be accompanied by the Auditors’ Report and a report of the Governing Body as to the state and condition of the School and the amount (if any) which they propose to carry to a Reserve Fund, according to the provisions in that behalf hereinbefore contained.

93. A copy of every balance sheet (including every document required by law to be annexed thereto) which is laid before the School in General Meeting together with a copy of the Auditors’ Report shall not less than 21 clear days before the date of the meeting be sent to all the Members. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any debentures.

AUDIT

94. Once at least in every year the accounts of the School shall be examined, and the correctness of the statement of accounts ascertained by one or more Auditor or Auditors.

95. The Auditors are to be appointed at the first General Meeting and thereafter at each Ordinary General Meeting and if any casual vacancy occurs in the office of the Auditor the same shall be filled by the Governing Body and the Auditor or Auditors so appointed shall hold office until the next Ordinary General Meeting. The remuneration of the Auditors shall from time to time be fixed by the School in General Meeting.

96. The provisions as to the Audit and Auditors in the Statutes shall apply and be observed by the School (the Governing Body being treated as the Directors mentioned in those sections) and these articles shall be read subject to such provisions of the said Statutes.

97. Any retiring Auditor shall be eligible for re-election.

98. The Auditor or Auditors’ may be a member or members of the School but no person shall be eligible as an Auditor who is interested otherwise than as a member in any transaction of the School and no member of the Governing Body or of any Committee or other officer of the School shall be eligible during this continuance in office.

99. The Auditors shall be supplied with a copy of the statement of accounts intended to be laid before the School in General Meeting seven days at least before the meeting to which the same is to be submitted and it shall be their duty to examine the same with the accounts and the vouchers related thereto, to sign the same if satisfied of its correctness.

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100. The Auditors shall at all reasonable times have access to the books, accounts, papers and vouchers of the School and they may, in relation thereto, examine the members of the Governing Body and other officers of the School.

101. Every account of the Company when audited and approved by a General Meeting shall be conclusive except as regards any error discovered within three months next after the approval thereof. Whenever such error is discovered within the period, the account shall forthwith be corrected and thereafter be conclusive.

NOTICES

102. Every member of the School shall be required to furnish to the secretary his address and the Secretary is obliged to obtain the address of the member when the latter is registered as a member of the School. All notices may be served upon any member either personally or by sending the name through the post in the prepaid envelope or wrapper, addressed to such member at the address furnished by him as above mentioned. A member who has not furnished to the secretary his address as hereinbefore provided shall not be entitled to any notices.

103. All notices required to be sent to the School shall be sent through the post in a prepaid envelope or wrapper addressed to the Secretary at the Office of the School.

104. Subject to the provisions of the Articles hereinbefore any notice sent by post shall be deemed to have been served at the time when the envelope or wrapper containing the same is put to the post, and in providing such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into the post office as a prepaid letter.

105. All notices required by the Statutes to be given by the advertisement shall be given as shall from time to time be determined by the Governing Body.

106. The holding of all general meetings and meetings of the Governing Body and all Committees for the holding whereof any notices may be requisite, shall, until the contrary is shown, be deemed to have been duly notified to all persons entitled to notice thereof and the proceedings of any such meeting shall not be invalidated by reason of the non-receipt of any notices served by post or of the unintentional misdirection of any letters or of the unintentional omission to send letters to any of the members of the School or members of the Governing Body or any Committees or of any other unintentional mistakes or omissions.

THE SEAL

107. The Seal of the School shall not be affixed to any instrument except by the authority of a resolution of the Governing Body and in the presence of at least two members of the Governing Body and of the Secretary or such other person as the Governing Body may appoint for the purpose; and those two members of the Governing Body and the Secretary or other person as aforesaid shall sign every instrument to which the seal is affixed in their presence.

INDEMNITY

108. No member of the Governing Body or any Committee or other officer of the School shall be chargeable for any money which he did or shall not actually receive or be answerable or liable for the act, receipts, neglects or defaults of any other member or any Committee or officer or of any banker, broker, collector, agent or other person appointed by the Governing Body with whom or

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into whose hands any property or moneys of the School may be deposited or come or for any loss or expenses happening to the School through the insufficiency or deficiency of title to any property which may from time to time be purchased, leased, taken or acquired by order of the Governing Body for or on behalf of the School or for the insufficiency or deficiency of any security or investment in or upon which any of the moneys of the School shall be invested by order of the Governing Body or for any loss or damage which may happen in the execution of his office or in relation thereto unless the same shall happen through his own dishonesty or willful neglect or default.

DISSOLUTION

109. The School may at any time be dissolved and wound up in accordance with the provisions of the Statutes.

110. On the winding up or dissolution of the School any surplus funds any property which may remain after discharging all the debts and liabilities of the School shall be applied and disposed of in manner provided in paragraph (6) of the Memorandum of Association.

Last amended – 23rd June 2011

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