Articles of the German-Swiss School Association

As amended - October 8, 2009

Section 1: Name, Goals and Purposes

Article 1. Name and Place of Business
The name of the association is “German-Swiss School Association of the German Swiss International School in Accra” (the “Association”). The principal address of the Association is P.O. Box 1525, Accra, Ghana. The Association may conduct business at Ring Road Central, Accra, Ghana.

Article 2. Goals and Purposes
The Association is formed for the following goals and purposes:
2.1 the establishment of a general educational institution including a nursery/preschool, kindergarten and elementary school for students whose mother tongue is the German language and for other students for whom German either is, or is intended to be, their second language.
2.2 to provide a solid educational basis for its students so that they may continue their education at other Swiss, German and international schools, or to go on to further study at other educational institutions or institutions of higher learning. The school will use a lesson plan that is based in both Swiss and German educational principles.
2.3 to provide the students with cultural and linguistic experiences that familiarize them with the Ghanaian culture and the English language. Through the after school activities program, the Association aims to form and nurture humanitarian and cultural ties and to promote understanding.

In the context of these purposes and goals, the school is open to students of all nationalities, as long as they are prepared and willing to undertake study in both the German and English languages, the school has the capacity to take more students and all applicable laws, rules and regulations permit.

The structure and programs of the school will be organized around these goals and purposes and will be established in consultation with the applicable Swiss and German authorities. For Switzerland, the authorities include the Federal Department of Home Affairs represented by the Federal Office of Culture, the Swiss Embassy in Accra and the Canton of Zurich. For Germany, the authorities include the Federal Foreign Office in Berlin represented by the Embassy of the Federal Republic of Germany in Accra.

Section 2: Membership

Article 3. Members
The Membership of the Association shall include the following:
3.1 Ordinary Members. Any individual person who has reached the age of eighteen and who is in agreement with the goals and purposes of the Association (see Article 2) may become an Ordinary Member. All Ordinary Members of the Association shall pay annual dues to the Association; the amount will be established at the Annual General Meeting. Any individual with children enrolled in the school is automatically accorded Ordinary Member status, and the annual dues to the Association will be included as part of the school fees.
3.2 Corporate Members. A company, society, organization or foundation may become a Corporate Member of the Association. A designated individual at the Annual Meeting may represent corporate Members.
Article 4. Eligibility
The School Committee will determine eligibility. The School Committee is not required to explain if they decline any applicant membership.

Article 5. Honorary Members
Any person who has rendered valuable services to the School, the advancement of the German language or the cultural relationship between Switzerland, Germany and/or Ghana may be elected an Honorary Member of the Association. Honorary membership must be proposed by the School Committee and is subject to approval by a majority of two thirds of the members with voting rights present at the Annual General Meeting.

Article 6. Dissolution of Membership
6.1 Membership in the Association ends with the death, departure or expulsion
(see Article 7) of the member. Furthermore, membership is dissolved if the member fails to pay their Association dues by the end of the scholastic year after written notice has been issued.
6.2. Membership may be terminated by means of written resignation to the School Committee, and will be effective at the end of the current scholastic year.

Article 7. Expulsion
7.1 Upon determination that a member has, through behavior or opinions, damaged either the reputation of the School, the School Committee or the interests of the School, the School Committee may expel that member from the Association. Prior to any determination of expulsion, the member facing expulsion shall have an opportunity to present their viewpoint. Any expulsion must be voted for by two-thirds of the School Committee members present and voting. Any decision of expulsion shall be given to the expelled member in writing, and shall note the reasons for expulsion.
7.2 The expelled member shall have the right of appeal. Any appeal shall be determined by the general membership of the Association, as called to a general meeting. Any decision by the membership at the general meeting is final.

Section 3: Annual General Meeting

Article 8. Dates of Annual General Meetings
8.1 An ordinary General Meeting of the Association shall be held within the first two months following the commencement of the school year.
8.2 Extraordinary meetings of the general membership may be called if the School Committee decides that one is required. Further, the School Committee shall convene an Extraordinary General Meeting within sixty (60) days from the receipt by the President of the School Committee of a request by at least one-fifth of the registered members of the Association entitled to vote. A detailed statement giving the reasons for which the Extraordinary General Meeting is being convened must accompany any such request.

Article 9. Call to Meeting
The Annual Meeting shall be called to order and lead by the President of the Association. Notice of the date and venue of the Annual General Meeting must be given in writing to all members at least ten (10) days in advance. This notice must clearly state the agenda for the meeting and the nature of subjects to be discussed.

Article 10. Quorum
10.1 A quorum is present whenever a minimum of one-eighth of the membership in good standing is present. One voting proxy per member shall be accepted at all General Meetings as long as it is in writing.
10.2 In the absence of a quorum, the President shall call for a new Meeting within fourteen days. Any new meeting called for lack of a quorum shall constitute enough members for a quorum regardless of the number of members in attendance.

Article 11. Issues for the Annual General Meeting
The agenda for the Annual General Meeting shall comprise the following:
1. Approval of the Minutes of the previous General Meeting.
2. Adoption of the Report of the President concerning the activities of the School Committee;
3. Adoption of the Report of the Headmaster;
4. Adoption of the Auditor’s Report;
5. Approval of the Annual Financial Reports for the previous scholastic year;
6. Exoneration of the School Committee;
7. Approval of the School Committee’s proposed budget for the next scholastic year;
8. Approval of the acquisition or disposal of assets and the extension of credit, e.g., loans, for the School Committee is not solely responsible;
9. Approval of the School fees and membership dues for the next scholastic year;
10. Consideration and vote on any of the items presented by the School Committee on the written agenda sent to the members prior to the meeting;
11. Consideration and vote on any of the items raised by the members to the School Committee no later than five days prior to the General Meeting. Any further items brought later than five days prior may be considered if a majority vote of those members present and in good standing votes to consider them.
12. Decisions concerning current appeals such as an appeal from expulsion under Article 7.2;
13. Election of the School Committee;
14. Election of Auditors.

Article 12. Voting
12.1 Resolutions at General and/or Extraordinary General Meetings will be passed by a simple majority of votes except for those matters specified otherwise herein. In the
event of a tie, the President of the Association exercises the deciding vote.
12.2 Teachers and employees of the school are not permitted to vote.

Article 13. Minutes
13.1 Minutes shall be taken at all General and Extraordinary General Meetings and shall be signed by both the President and the Secretary of the School Committee.
13.2 The President of the School Committee is responsible for the distribution of the Minutes to all members of the Association, including the representatives of the Swiss Embassy and the Embassy of the Federal Republic of Germany in Accra. Changes to the Minutes must be brought to the attention of the President, in writing, within one month of receipt and shall be submitted to the next Annual General or Extraordinary General Meeting.

Section 4: School Committee

Article 14. Members and Eligible Participants
14.1 The School Committee is composed of six members. In principle, the School Committee shall have an equal number of Swiss and German citizens. Teachers, employees and members of parent advisory boards are not permitted to serve on the School Committee.
14.2 A representative from the Swiss Embassy, a representative of the Embassy of the Federal Republic of Germany in Accra and the Headmaster of the school shall be present at each meeting of the School Committee during which they will render their opinions.


Article 15. Other Participants
At the discretion of the School Committee, additional participants may be invited to participate in meetings, either in their entirety or to address specific issues. When appropriate, the participant may be extended the right to vote.

Article 16. Term of Office and Succession
16.1 The general membership of the Association elects the President (Chairman) and the five other members of the School Committee at the Annual General Meeting. Term of office is two years. Re-election to office is possible.
16.2 If a School Committee member leaves the position prior to the end of his two-year term, the School Committee may fill the vacated position by internal vote. At the next General Meeting the general membership shall validate the election of the new member.

Article 17. Officers and Order of Business
17.1 The School Committee elects the President, the Vice President, the Treasurer and any other representatives.
17.2 The School Committee sets its own agenda.
17.3 The School Committee may conduct its business in either German or English.

Article 18. Decisions and Quorum of the School Committee
18.1 The School Committee shall reach decisions by simple majority vote. In the event of any tie, the President shall cast the deciding vote.
18.2 A quorum is present whenever at least half of the members of the School Committee are present.
18.3 If no quorum is present due to the departure of committee members, the representatives of the Swiss Embassy and Embassy of the Federal Republic of Germany in Accra together shall designate, if necessary, a manager who is authorized to act in the stead of the School Committee until such time as enough members have been appointed to reinstate a quorum.

Article 19. Notice for Meetings
The President shall provide three business days’ notice prior to any meeting of the School Committee. If either the representative from the Swiss Embassy, the representative of the Foreign Ministry of the Federal Republic of Germany in Accra or the Headmaster petition for a meeting, the President shall call a meeting within ten days’ time.

Article 20. Responsibilities of the School Committee
20.1 The School Committee is responsible for the general affairs of the School, except for those reserved for the general membership at General or Ordinary Meetings. The School Committee is authorized to implement the decisions of the general membership voted on during the general or ordinary meetings.
20.2 The School Committee is generally responsible for:
1. Selection, duties and termination of the Headmaster;
2. Duties and termination of teachers and employees of the school under the guidance and with input from the Headmaster. This includes also the decisions regarding the service contracts of teachers recruited from the Federal Office of Administration–Central Office for Overseas Schools Affairs in Cologne, Germany;
3. Decision-making authority concerning the scholastic and organizational goals of the school, with regard to Article 2, Clause 5 of these Articles;
4. Implementation of the rules and regulations of the School proposed by the Headmaster; proposal and advisement of the budget for the new scholastic year with the guidance and direction of the responsible Swiss and German authorities;
5. Procurement of the necessary materials for the School and adherence to the budget; The School Committee alone makes decisions on behalf of the School regarding short-term credit applications (e.g., loans) that have a term of one year or less.
6. Representation of the school, legal and otherwise; delivery and acceptance of legal documents for the School with the exception of bank guarantees; to take on all legal issues with the exception of the sale or lease of both fixed or mobile assets in excess of Euro 10,000;
7. Final decision on appeals regarding mitigation of school fees, grades and transfers;
8. Decision-making authority concerning the acceptance and expulsion of Association members;
9. Call to the General Meeting and the determination of the order of business and agenda;
10. Decision-making authority regarding rules, e.g., disciplinary issues, as provided for in the rules and regulations of the School.
11. Decisions that will have an impact on the extent or nature of the Swiss or German sponsorship will be reached upon consultation with the responsible Swiss and German authorities.
12. The School Committee administers organizational events of the School in consultation with the Headmaster.

Article 21. Signatory Authority
Any document or agreement may be entered into with the signature of the President of the School Committee (or his representative) and an additional School Committee member. Both signatures are required for validity. See Article 20, Clause (4). The Headmaster shall be given a copy of any documents that either concern or that will affect his duties.

Section 5: Miscellaneous

Article 22. Rights and Responsibilities of the Headmaster
The rights and responsibilities of the Headmasters, in particular his cooperation with personnel decisions made by the School Committee, shall be outlined in an employment contract, an employee handbook and the School rules and regulations.

Article 23. Cooperation from Teachers, Students and Parents
The School Committee will insure that the teachers, students and parents are reasonably informed and are afforded cooperation in the scholastic life of the School.

Article 24. Auditors
24.1 At the Annual General Meeting, the members of the Association shall designate the accounting firm or two individual accountants to serve as auditors. The auditors shall supervise the accounts, in particular the cash flow policy, as well as compliance with the budget. The auditors shall also be responsible for preparing the annual financial statement.
24.2 A new auditor shall be selected annually. Re-designation of the previous year’s auditor is permitted.

Article 25. Other Relationships; Ties Between the School and the Association
25.1 These Articles govern the duties and internal responsibilities of the Association. The Articles also constitute the basis for the legal status of the School.
25.2 The Articles also confirm the regulated relationships of the School and the Association:
• Concerning the responsible local authorities, if and insofar as supervision of the School is administered;
• Concerning the Swiss Federal Office of Culture; with respect to the terms of financial support and sponsorship;
• Concerning the Canton of Zurich, with respect to the lesson plan and pedagogical advice and support;
• Concerning the Committee for Swiss Overseas Schools in Bern, with respect to services provided;
• Concerning the German Federal Foreign Office, the German Federal Office of Administration– Central Office for Overseas School Affairs, with respect to support to the educational goals of the school and the terms of financial support and sponsorship.

Article 26. Change to Articles
26.1 Changes may be made to these Articles at any General Meeting by a two-thirds majority vote, with at least half of the members of the Association present and in good standing. The number of Swiss and German votes shall be equal.
26.2 The Swiss Federal Office of Culture and the German Federal Office of Administration– Central Office for Overseas School Affairs, must approve each change to these Articles.

Article 27. Liquidation
27.1 Liquidation of the Association may be made only upon a vote of three-fourths of the members of the Association, with over half of the members in good standing present.
The number of Swiss and German votes shall be equal.
27.2 The School Committee shall designate a responsible person or persons to liquidate the School assets in the case of liquidation.
27.3 The assets of the Association shall be returned to Switzerland and held for a period of ten years in the event that a new German-Swiss school should be established in the same location within a ten-year period. After the ten-year period has expired, if no German-Swiss school has been established, the assets shall be distributed to the Swiss Federal Ministry for Culture for establishment of other German-speaking overseas schools, with priority given to the establishment of such school in Ghana.

Article 28. Conflict
In event of a conflict between the German version and the English version of the Articles of the Association, the German version shall govern.