PART ONE – CONSTITUTION
Membership of the Board of Governors
1. In accordance with the provisions of Section 53 of the Education Act 1996 (Act 550) (hereinafter called “the Education Act”) and the rules and regulations made thereunder, the Board of Governors (hereinafter called “the Board”) of St. Francis Kindergarten Kota Kinabalu - a private Catholic Mission kindergarten (hereinafter called “the Institution”), shall be constituted as follows:
1.1 A Chairman, who shall be appointed by the Archbishop of the Archdiocese of Kota Kinabalu or any other person exercising Ordinary jurisdiction on his behalf (hereinafter called “the Authority”).
1.2 The Rector of the Parish of Sacred Heart Cathedral, Kota Kinabalu (hereinafter called “the Rector”), who shall be an Ex-officio member of the Board with full voting rights, acting as the representative of the Authority.
1.3 The Chairman, in consultation with the Rector and the Authority, shall appoint not less than three (3) and not more than nine (9) members to the Board. These members shall be selected from the parishioners of the Archdiocese of Kota Kinabalu. They shall be men or women of upright character, and who are willing to actively contribute towards the well-being and preservation of the essential identity and ethos of the Institution.
1.4 The following shall be elected at the beginning of the term of office:
(a) Secretary; and
Election of these office-bearers shall be by a simple majority vote of the members present at the meeting.
The Board shall then cause to be submitted with the Education Department in the prescribed form the names of Board in accordance with the provisions of the Education Act.
1.5 The Authority may remove the Chairman and any other members of the Board at any time during their period of office, and to appoint a new Chairman and new Board members.
1.6 None of the following categories of persons shall be appointed member of the Board:
(a) Any member of the approved staff of the Institution;
(b) Any persons carrying on, or having a substantial interest in any business in the course of which food, equipment, or other materials are supplied to the Institution.
(c) Any persons disqualified under Section 90 of the Education Act.
Period of Tenure in office
2.0 Each member of the Board, including the Chairman, shall hold office for a period of three (3) years from the date of his/her appointment. The maximum number of terms of office the Chairman and the Treasurer can hold is two (2) consecutive terms.
2.1 Subject to 2.0 above, members of the Board, including the Chairman, may be reappointed to the Board upon expiry of their respective terms of office.
2.2 The Chairman may resign by signifying in writing to the Authority his/her intention to do so.
2.3 Other members of the Board may resign by signifying in writing to the Chairman of the Board his/her intention to do so.
Filling vacancies on the Board
2.4 Appointments to fill vacancies on the Board as a result of resignations or deaths of Board members shall be only for the duration of the unexpired portion of the term of the member who is being replaced.
2.5 Such appointments shall be made by the same authority who made the original appointment.
Role of Principal/Headmistress in the Board
3. The Principal/Headmistress of the Institution shall not be a member of the Board.
3.1 The Principal/Headmistress shall, unless otherwise directed by the Board, attend all meetings of the Board for the purpose of advising it on matters pertaining to the Institution under his/her jurisdiction.
3.2 The Principal/Headmistress shall upon request of the Board make available to it at its meetings all relevant information/documents he/she has knowledge/possession of pertaining to the Institution.
Powers and Responsibilities of the Board
4. The Board shall be collectively responsible for the proper government/management of the Institution in accordance with the provisions of the Education Act, and the Rules and Regulations made thereunder, and the directives given, and provisions made in any other written law applicable hereto, and in accordance with the provisions of this Instrument of Government.
4.1 (a) All funds and monies of the Institution shall be managed and administered by the Board, which shall be deposited in an account with a licensed Bank in the name of “Registered Trustee of the Diocese of Kota Kinabalu” (“RTDKK”) followed by the name of the Institution. That is, the bank account shall be known and identified as “Registered Trustee of the Diocese of Kota Kinabalu (RTDKK) – St. Francis Kindergarten Kota Kinabalu”.
(b) This bank account shall be operated by the Authority as sole signatory. However the Rector may operate and transact on the bank account including signing of cheques for amounts not exceeding RM10,000.00 in any one transaction, and for any amounts not exceeding RM5,000.00 any two of either the Chairman, the Secretary or the Treasurer may operate the Bank account.
4.2 The Board is empowered to employ the Principal/Headmistress, all teaching and non-teaching staff of the Institution on such terms and conditions as the Board deems fit and appropriate for the benefit of the Institution.
4.3 The Board shall give support to the efforts of the teaching staff to improve the overall standard of education of the pupils of the Institution.
4.4 The Board shall create an optimum school environment which shall promote the total human development of the pupils of the Institution in the spiritual, intellectual, emotional, social and physical dimensions.
4.5 Members of the Board shall not interfere directly in matters pertaining to the internal discipline/running of the Institution but may assume an advisory role.
4.6 The Board shall not in any way, without the prior written approval of the Authority, alter the existing type or essential identity and ethos of the Institution.
4.7 (a) The Board, in the event of a vacancy arising for the post of Principal/Headmistress, shall through the Chairman, immediately notify the Archdiocesan Education Commission.
(b) The Board may propose to the Archdiocesan Education Commission its nominee to fill the vacancy, or it may leave this matter to the discretion of the Archdiocesan Education Commission to appoint a suitable candidate of their choice.
4.8 The Board has power to form sub-committees on an ad-hoc basis.
4.9 The Board shall at all times be responsible to the Authority for the proper management and administration of the Institution.
PART TWO – PROCEEDINGS OF BOARD MEETINGS
5. The quorum for a meeting of the Board shall be not less than half of the total number of members as provided for in Part One of this Instrument.
5.1 In the absence of a quorum at any meeting of the Board, no business other than of adjourning the meeting shall be transacted.
Absentees from Board Meetings
6. Any member of the Board who absents himself/herself from three consecutive meetings of the Board without having given prior notice to the Board shall be deemed to have automatically ceased to be member of the Board.
Validity of Proceedings of the Board
7. Proceedings of the Board shall not be invalidated by virtue of there being unfilled vacancies on the Board, or by any defect in the election, appointment or qualification of any particular Board member.
Voting at Board meetings
8. All issues discussed at meetings of the Board shall be decided by a majority vote of members present.
8.1 If there is an equal division of votes, the Rector shall have a second, or casting vote, and in his absence the Chairman of the Board shall have a second, or casting vote.
Frequency of Meetings of the Board
9. The Board shall hold an ordinary meeting at least once in each teaching term of the Institution, or once every four (4) months, whichever is the shorter period.
9.1 Additional meetings of the Board may be called at such times as deemed necessary by the Chairman of the Board, or upon the written request of any four (4) members of the Board.
9.2 Special meetings of the Board shall be called if required by the Authority or the Rector or Chairman in the absence of the Authority.
10. Ordinary meetings of the Board shall be convened by the Secretary of the Board who will give each member of the Board not less than seven (7) days written notice of the meeting. Together with the notice for meeting he/she shall send to each Board member the agenda for the forthcoming meeting.
11. A secret ballot shall be taken at meetings of the Board if any Board members present so requests.
Minutes of Board Meetings and sub-committee meetings
12. The minutes of all proceedings of the Board shall be recorded and be confirmed at its next meeting.
12.1 The minutes of meetings of all sub-committees of the Board shall be recorded and shall be endorsed by the Board.
Chairing Board Meeting
13. The Chairman of the Board shall preside at all meetings of the Board.
13.1 In the absence of the Chairman, the members present at the meeting shall elect one of the members present to preside at the meeting.
14. Notices convening meetings of the Board, and all minutes maintained in accordance with Article 12 of this Instrument, shall be in English.
PART THREE - PRINCIPLE OF MAXIMUM CONSULTATION
15. In all matters pertaining to the appointment of the Principal/Headmistress, the principle of maximum consultation shall always prevail between the Authority and the Chairman and the Rector.
Preserving the Essential Identity of the Institution
16. In all matters pertaining to the appointment of the Principal/Headmistress, the Board shall recommend the appointment of persons who will by word and example at all times actively foster and maintain the ideals and traditions which constitute the essential identity of the Institution.
PART FOUR – PROPERTY AND PREMISES
17. The legal title of the land upon which the Institution stands remain vested in the name of the Registered Trustee of the Diocese of Kota Kinabalu.
Repairs and Maintenance
18. The Board shall ensure the proper maintenance of the buildings and grounds of the Institution, and for this purpose it shall regularly inspect the premises of the Institution, and ensure that such repairs and maintenance that are deemed necessary are undertaken in accordance with the Rules and Regulations currently in force, or made under the Education Act; provided that:-
18.1 All modifications, major repairs and extensions to existing property and premises shall not be undertaken without the written consent of the Authority;
18.2 In all matters pertaining to modifications, major repairs and extensions to existing properties and premises, the Authority may refuse consent to these if it deems these to be incompatible with the character, ideals, traditions and essential identity of the Institution; and
18.3 If the Parish does not have adequate funds for such major works of repairs, extensions and maintenance to the existing properties and premises of the Institution that have been duly approved by the Board and consented to by the Authority, the Board shall assist the Rector to jointly raise funds to help finance such works.
Educational Buildings and Facilities
19. The Board shall be responsible only for those educational buildings and facilities located within the premises of the Institution which are listed in the Schedule of this Instrument.
19.1 Any use, even of a temporary nature, by the Institution of other non-educational buildings and facilities, or any part thereof, must be governed by a legally binding agreement drawn up between the Authority and the Board.
Use of the premises of the Institution after school hours
20. Subject to the provisions of any written law or regulations, the Board shall, with the agreement of the Authority, determine the use to which the premises of the Institution may be put to outside designated school hours.
20.1 The Board, with the agreement of the Authority, shall have the power to review the use of the Institution’s buildings, facilities and equipment by organizations which have been using them before the date of this Instrument.
20.2 The Authority may refuse to allow the use of the premises of the Institution for any purpose which in its absolute discretion deemed incompatible with the character, ideals, traditions and essential identity of the Institution.
20.3 For the purpose of this Instrument, the premises of the Institution is defined as those educational buildings and facilities listed in the Schedule of this Instrument. Building and facilities which are deemed non-educational are the Sacred Heart Parish Hall, the places of worship, the residential quarters and any other buildings and facilities which are deemed non-educational by the Authority.
PART FIVE – AMENDMENT OF INSTRUMENT
21. This Instrument of Government comes into effect on __________________________.
21.1 No amendment to this Instrument shall be made nor have any effect unless it is first approved in writing by the Authority.
Accounting procedures and annual audit
22. The accounts of the Institution shall be maintained in accordance with the accounting procedures provided by the ArchDiocese of Kota Kinabalu.
22.1 The accounts of the Institution shall be audited annually by a qualified firm of auditors.
23. The Institution as defined in this Instrument comprises the building and facilities as per the assets listing in the annual audited accounts of the Institution.
Approved and signed by the Authority:-
Archbishop John Lee
Archdiocese of Kota Kinabalu