Articles of Association

Qingdao No. 1 International School
of Shandong Province

232 Songling Road, Laoshan District,
Qingdao, China 266101

QISS Board of Trustees
Articles of Association
March 18, 2014


  1. Purpose of the Articles of Association Document
    1. To define a governance structure that fosters stable, long-term development that is focused on achieving the school's mission.
  2. Name
    1. Official Name: Qingdao No. 1 International School of Shandong Province.
    2. The acronym to be used is QISS.
  3. Mission
    1. To Develop a Mindful Heart through a rigorous academic program that develops the core characteristics of vitality, courage, sensitivity, intelligence and compassion.
  4. Objectives and Definitions
    1. The Board of Trustees (BOT) pledges to work in collaboration with the Qingdao City Construction Investment Group (QCCI) and the QISS stakeholders to provide a first-rate western-style international school. Stakeholders are defined as those individuals, groups and entities that have a direct interest in the school's development and improvement. The primary stakeholders are: Students, Parents, Faculty, Administration, Staff and the Municipal Government of Qingdao. A first-rate western-style international school is defined as one that is:
      1. Mission-focused.
      2. Student-centered.
      3. Provides a western-oriented educational program.
      4. Rationally addresses stakeholders concerns.
      5. Designed to bring about continual school improvement.
      6. Aspires to become comparable to the top-rated international schools throughout the world.
  5. Governance Responsibilities and Structure
    1. QISS will be governed by the Board of Trustees (BOT).
    2. The BOT will provide a system of governance that promotes the stable development of the school and is responsive to the legitimate concerns of the school's stakeholders. The BOT will be composed of five (5) voting members:
      1. Chairman of the Board.
      2. School Director.
      3. Parent Representative – Western Community.
      4. Parent Representative – Asian Community.
      5. QCCI Appointed Representative.
    3. The BOT Meetings will be conducted in the English language
    4. The BOT has the exclusive responsibility to:
      1. Appoint and dismiss the Director of the school.
      2. Approve the annual financial plan.
      3. Approve key policies related to governance.
    5. The BOT shall delegate the management of the educational program to the Director and evaluate the performance of the Director on a yearly basis according to adopted criteria.
    6. The BOT should appoint a new director after undertaking an international search for qualified candidates. This search will be conducted by a recognized professional organization such as International School Services (ISS) or Search Associates. The BOT should determine a job description, compensation, and the hiring criteria. Thereafter the selection process should proceed as follows:
      1. Contract professional organization to conduct search.
      2. Professional Organization provides five candidates.
      3. BOT selects three candidates for the shortlist.
      4. BOT makes decision according to a BOT approved process.
  6. Term of Membership
    1. The Chairman of the Board and Director serve for the term of their employment contracts.
    2. The Parent Representative term is for two years and commences on August 15th of the first year and ends on June 15th of the second year. This term may be extended thereafter according to a BOT approved process.
    3. Parent representatives can be withdrawn for the following reasons:
      1. by voluntary resignation.
      2. as a result of their children no longer enrolled as student at QISS.
      3. as a result of being dismissed by a vote of three of the five BOT members according to a BOT approved policy and process.
  7. Procedures of the BOT
    1. The BOT shall meet four times during the school year or as it is necessary to fulfill its responsibilities.
    2. The BOT will determine its responsibilities and develop a BOT calendar to fulfill these responsibilities before August 15th of each school year.
    3. The BOT may appoint advisory committees to assist in its work.
    4. BOT members should receive no remuneration for BOT related duties.
    5. BOT members must avoid conflicts of interests.
    6. A secretary will be appointed by the members of the BOT. Secretary's responsibilities are:
      1. Send out BOT minutes of the meetng within 5 days after each meeting.
      2. Agenda distributed four weeks before next meeting.
      3. Approved minutes will be published in a timely manner on the school's website.
    7. Decision-making: No decision taken at a BOT meeting will be valid unless at least three of the five members are present including the Chairman of the Board and the Director. Proxy votes are not allowed. A decision becomes official only when three of the four members votes in its favour, including the vote of the Chairman of the Board. Voting shall take place by a show of hands unless otherwise decided.
    8. Reporting: The BOT will issue an annual progress report to all the stakeholders regarding progress toward accomplishing the school's Strategic Plan and any revisions that have been made to Strategic Plan for the following school year.
  8. The Chairman of the Board's Role
    1. The Chairman of the Board is appointed by the Qingdao City Construction Investment Group (QCCI) to facilitate communications and a cooperative relationship between the Qingdao Education Bureau and the school's Director.
    2. The Chairman of the Board does not micro-manage the implementation of the educational program nor make decisions directly regarding the management of the educational program.
    3. The Chairman of the Board meets regularly with the administrative team to stay abreast of school issues that require the support of the authorities in Qingdao.
    4. The Chairman of the Board oversees and supervises the roles of the Accounting and the Governmental and Legal Affairs Departments in accordance with the principles of transparency, accuracy and legality.
  9. The School Director's Role
    1. Management: The Director is appointed by the BOT to assume the management of the school's educational program according to the standards defined by the Western Association of Schools and Colleges (WASC) and in accordance with Chinese law. The Director's term of office is 3 years. This term is renewable at the discretion of the BOT.
    2. Personnel Responsibilities: The Director recommends to the BOT for approval, personnel policies to include staffing, salary and benefit levels. The Director supervises the recruitment, appointment, assignment, assessment, promotion, retention and termination of staff and faculty, the organization, operation and administration of the educational program according to the job description provided by the school. The Director makes decisions regarding the activities and personnel of QISS and organizes its employees to focus on student learning and growth. The Director works in collaboration with his administrative and Leadership Team (LT) to improve student learning and supervises the respective principals in charge of the lower and upper schools.
    3. Financial Management Responsibilities: The Director works with the Chairman of the Board in the preparation of the annual budget to be submitted to the BOT for approval.
  10. Parent Representatives Role
    1. Selection Criteria: Parent Representatives must be well-qualified for their role. They are recruited and selected through a process approved of by the BOT. Selection is based upon the representative's experience and expertise judged to be relevant to the duties of a BOT member. The BOT may exercise its own discretion in selecting the most suitable individuals. Parent Representatives should meet most of the following criteria:
      1. Have children currently attending QISS.
      2. Have lived in Qingdao for at least 18 months.
      3. Have management experience relevant to China.
      4. Have long-term strategic planning expertise.
      5. Are fluent in English.
      6. Can represent community-wide concerns without compromising the school's long-term strategic interests.
      7. Can differentiate between BOT and personal interests.
      8. Can differentiate between BOT and Director's duties.
      9. Can devote the time necessary to fulfill BOT duties.
    2. Parent Representatives work in conjunction with the Chairman of the Board and Director to help the school attain its mission and long-term strategic interests.
    3. Parent Representatives should be responsive to the legitimate concerns of the parent community that promote the fulfillment of the school's mission and the achievement of its strategic development plan.
    4. Parent Representatives do not micro-manage the work of the school's administration, faculty or staff in the implementation of the educational program.
    5. Parent Representatives do not become involved in personnel issues that have not been dealt with through the established chain of command as defined by school policies.
    6. Parent representatives do not act as proxies or surrogates for an individual and/or group concerns.
    7. Parent Representatives should avoid any conflicts of interests in representing the long-term, stable development of the school according to its stated mission and strategic development plans.
  11. Finance & Auditing
    1. The school's budget is planned on a non-profit basis. The financial year of QISS will be from 1st August – 31st July.
    2. The school's financial records will be kept and audited in a transparent manner in accordance with Chinese law and international accounting standards. The audit of the school's financial records will be made available.
  12. Amending the Articles of Association
    1. The Articles of Association may be amended according to the policies and procedures adopted by the BOT.
  13. Board Approval and Signatures
    1. The elected members of the Board of Trustees of Qingdao No. 1 International School of Shandong Province for SY 2015-2016 do hereby approve the Articles of Association and promise to abide with the rules and responsibilities set forth in this document.


__________________________________ __________________
Ms. Lei Wang Date
Chairman of the Board of Trustees
__________________________________ __________________
Dr. Jay B. Teston Date
School Director
__________________________________ __________________
Mr. XiaoLin Chu Date
QCCI Representative
__________________________________ __________________
Mr. Kim Jinwoo Date
Board Representative
__________________________________ __________________
Ms. Cornelia Iris D' Couto Date
Board Representative
__________________________________ __________________
Ms. Jessy Yin Date