Tuesday, February 22, 2005

2. Administration

(a) The Board of Governors

The administration of the Education Foundation will be ultimately directed by the Board of Governors (the “Board”). The main function of the Board is to interpret the Charter of the Education Foundation and to ensure that the Charter is implemented.

Board composition and functioning:

  • The appointment of the membership of the Board of Governors.
  • The Chairman of the Board will be selected by a majority vote of the Board from among the existing membership of the Board.
  • The Chairman will not have a vote except to break a tied vote of the Board.
  • Each prospective member of the Board of Governors will be proposed by the Chairman, or by no less than two existing members of the Board.
  • Proposed Board Members and proposed reelections will be approved by a vote of no less than 60% of the votes of the existing Members of the Board.
  • Proposed reelections of existing Board Members will be approved by a vote of no less than 60% of the votes of the existing Members of the Board. This decision would be made in a meeting not including the Governor subject to potential reelection.

    The Board of Governors will meet a minimum of twice per calendar year.

  • Extraordinary meetings of the Board of Governors may be convened, should a majority of the Board deem it necessary in writing.
  • Board decisions will be achieved by majority of votes of Members present at such vote, except for approval of new Board members (see earlier).
  • Each Board Member, except for the Chairman, will have one vote in all Board decisions.
  • Board Member votes are non-transferable.
  • Governors of the Board will have a three year term.
  • Resignations from the Board will be made in writing to the Chairman or to two existing Members of the Board. Resignations will be effective immediately upon recept of the resignation and will be irrevocable once effective.
  • Previous Members may be reelected to the Board on any future date, subject the following the election proceedures set out in this Charter.
  • All Governors would be expected to provide their services voluntarily and for no compensation, except for coverage of their reasonable expenses.

    The responsibilities of the Board will include the following:

  • To ensure that the Graduate program is organized, within the terms of the Charter of the Education Foundation and the economic constraints of the Education Foundation.
  • To appoint the senior members of the Executive Committee of the Education Foundation.
  • To approve the list of Approved Courses.
  • To approve the list of Approved Education Institutions.
  • To approve the list of Approved Countries.
  • To approve the list of Approved Democratic Countries.
  • To approve the list of Approved Affiliates.
  • To approve the list of Approved Partners.
  • To approve the procedures to be followed for selection of Approved Individual.
  • To approve changes to the operating procedures of the Education Foundation.
  • To approve the potential donors of funds, in the context of maintaining the integrity of the objectives of the Education Foundation.
  • To take advantage of their contacts to facilitate and assist in the achievement of the Education Foundation's objectives.

    In deciding on whether to approve a student from a country which may have a fellow national on the Board, this Governor will take no part in the decision-making process and will not be present when the decision is taken. No student will be denied a scholarship for the sole reason that a fellow national is then currently a Governor.

    (b) The Advisory Board

    In time, the Board of Governors will establish an Advisory Board with the aim of furthering the full range of the Education Foundation's objectives, including:
  • Opening up relationships which will secure the participation of Approved Educational institutions in the Education Foundation's activities.
  • Opening up relationships with financial institutions in Approved Democratic Countries and Approved Countries for the securing of additional scholarships for Approved students
  • Opening up relationships with financial institutions in Approved Democratic Countries and Approved Countries for the securing of student loans to assist Education Foundation students,
  • Securing funds for the Education Foundation itself, to enable it to widen its activities.
  • Opening up relationships in Approved Countries to enable the Education Foundation to develop its activities.
  • Assist Education Foundation graduates in their activites after graduation, both educational and career.

    (c) The Executive Committee

    The Executive Committee will be responsible for the day to day running of the Education Foundation and for implementing the policies of the Education Foundation, under the supervision of the Board, pursuant to this Charter.

    The Executive Committee will be led by the Chief Executive and will also comprise the Education Director, the Chief Financial Officer, the Investment Director and the Fundraising Director.

    (d) Senior Personnel of the Foundation

    (i) Chairman of the Board of Governors. The non-executive Chairman of the Board, will have the chief responsibility for overseeing the implementation of this Charter.

    (ii) Chief Executive. Will be responsible for the day to day management of the Education Foundation and for implementing the policies of the Education Foundation, under the supervision of the Board, pursuant to this Charter, including responsibility for the senior personnel of the Education Foundation, under the mandate of the Board.

    (iii) Education Director. Is responsible for establishing and overseeing all the educational aspects of the Education Foundation and will report to the Chief Executive Officer.

    (iv) Chief Financial Officer. Will be responsible for the financial and Administration aspects of the Education Foundation and will report to the Chief Executive Officer.

    (v) Investment Director. Will be responsible for the investment of the Education Foundation's funds, reporting to the Chief Financial Officer.

    (vi) Fundraising Director. Will be responsible for all fundraising activities, reporting to the Chief Financial Officer.
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