JCIS Constitution

JCIS Constitution

Approved October 5, 2023

ARTICLE I: Name and Definition

The Name of this Association shall be “The Japan Council of International Schools” (hereinafter referred to as “JCIS”). JCIS is a voluntary membership association for schools that meet the criteria for membership.

ARTICLE II: Objectives and Purposes

Article II, Section I: Mission

JCIS exists to promote, support and sustain quality English medium schools serving the international community in Japan through an educational framework which is international in both style and substance.

Article II, Section II: Delivering the Mission

To pursue its mission, JCIS will:

  1. Facilitate the sharing of information, experience, good practice and initiatives for the benefit of all member schools;
  2. Serve as an advocate for the interests of member schools;
  3. Liaise where appropriate with other regional and international associations;
  4. Serve as the collective memory of the international school movement in Japan.

Article II, Section III: The Mission in Action

JCIS member schools:

  1. Promote and support a thriving network of international schools in Japan, and advocate for the interests of international education on a national and international scale.
  2. Are quality institutions that adhere to a high standard of learning, student welfare, community engagement and ethical practice.
  3. Offer a full English medium learning environment in which English is the language of instruction, or a fully bilingual learning environment in which English is at least an equal partner to any other community language.
  4. Serve a community which is diverse and at which a predominant number of constituent families are international/bilingual/bicultural in nature.
  5. Offer an internationally-minded learning experience in which students are engaged in exploring diverse perspectives, understanding and valuing a sense of ‘self’ and ‘other’ and developing the ability to address local, national and international issues.

ARTICLE III: Non-Profit, Non-Political, and Non-Sectarian Character of JCIS

Article III, Section I: Non-Profit

JCIS shall be exclusively educational in character; it shall not have authority to issue stock; it shall not be conducted or operated for profit, and no part of the net earnings of JCIS shall be used for the benefit of any member or individual, nor shall any of such net earnings or any of the profits or assets of JCIS be used other than for the objectives and purposes of JCIS.

Article III, Section II: Non-Political/Non-Sectarian.

JCIS shall, in its aims and activities, be politically neutral and non-sectarian.

ARTICLE IV: Membership

Article IV, Section I: Eligibility

Eligible International schools located in Japan may become members through the established application process as evaluated against the established membership criteria and confirmed by a majority vote of representatives at a regular JCIS Board of Trustees meeting.

Article IV, Section II: Term

The term for school membership shall be yearly, from August 1 through July 31.

Article IV, Section III: Termination of Membership

Membership shall cease because of voluntary resignation, failure to pay membership fees prior to December 15 (unless otherwise authorized by the officers), or failure to comply with the expectations of the JCIS organisation as embodied in the Constitution and related documents, as determined by a majority vote of the Board of Trustees.

Article IV, Section IV: Representation

Each school shall be represented by its Head of School. This person is herein referred to as a ‘Trustee’ or ‘member of the Board of Trustees’.

ARTICLE V: Governance

Article V, Section I: The Board of Trustees

JCIS shall be governed by an upper board referred to as the ‘Board of Trustees’. This board shall be formed by the Heads of Schools of all member schools. The Trustees shall share governing responsibilities with the Board of Directors, subject to the processes and limitations explicit in this constitution, which define the manner in which routine governance activity is largely delegated to the Board of Directors, under the oversight of the Board of Trustees.

Article V, Section II: The Board of Directors

Day to day governance activity shall be the remit of a Board of Directors, comprising between 5-10 people: 4 elected officers (the officers of the Executive Committee), up to 5 trustees in good standing appointed by the Board of Directors from among members of the Board of Trustees, and the ‘Chief Operating Officer’(COO), who is a non-voting ex-officio member. The Board of Directors are responsible to direct, protect and enable the work of JCIS, remaining accountable to the Board of Trustees in doing so. In fulfilling its governance role, the Board of Directors will focus on fiduciary, strategic and generative governance in service of the aims of JCIS.

Article V, Section III: The Executive Committee

The Executive Committee is a subset of the Board of Directors constituted from the four officer positions of President, Vice President, Communications Officer, and Treasurer, and charged with carrying out JCIS executive functions and responsibilities. Under the leadership of the President, the Executive Committee shall, from time to time, make decisions on behalf of the wider Board of Directors when there is a need based on (i) urgency (ii) confidentiality or (iii) any other reasonable and compelling reason. In any case, the Executive Committee will report such decisions to the full Board of Directors and remain accountable to it for decisions taken under such circumstances.

Article V, Section IV: The Chief Operating Officer

Under the leadership of the President, the Board of Directors shall appoint a Chief Operating Officer (COO) whose role it is to lead, manage and accomplish the operational work of JCIS under the strategic direction set by the Board of Directors. The COO shall be a paid position, under terms and conditions to be set and managed by the Board of Directors, and serve as a non-voting, ex-officio member of the Board of Directors.

Article V, Section V: Roles of the Executive Officers

The Officers, who form the Executive Committee, shall serve roles as follows:

  • President – shall preside over the business of JCIS, represent JCIS to external parties and be accountable to the Board of Trustees for governing JCIS in accordance with the objectives and purposes of the organization. The President shall oversee the work of the COO, on behalf of the Executive Committee, Board of Directors and wider Board of Trustees.
  • Vice President – shall support the President in their duties and act on behalf of the President whenever necessary, serving in the role of President in the case that the President is unable to fulfil their duties. The Vice President shall oversee the integrity and efficiency of the membership process.
  • Treasurer – shall be accountable to the Executive Committee, Board of Directors and Board of Trustees for the fiduciary management of JCIS, in service of the objectives and purposes of JCIS, and shall be responsible to report the financial status of JCIS to the Board of Trustees at regular meetings and other times as necessary.
  • Communications Officer – shall ensure for the effective and efficient internal and external communications of JCIS, to include oversight of accurate JCIS membership and business records and documentation as well as responsibility to ensure that JCIS is represented appropriately to external audiences through its website and other applicable channels.

Article V, Section VI: Appointment of Members of the Board of Directors

In addition to the four Executive Officers, who serve on the Board of Directors ex officio with full voting rights, up to five Directors may be appointed by the existing Board of Directors from among active members of the Board of Trustees. Appointments will be confirmed by a majority vote of all serving members of the Board of Directors. In appointing directors, the Board of Directors will strive for diversity of representation in terms of school type, school size, school location and the diversity of the serving members themselves, in addition to any strategic purposes for which the appointment is being made, such as leadership or contribution towards an initiative or project.

Article V, Section VII: Compensation

All Board of Directors positions, with the exception of the COO, are volunteer and unpaid positions. The Board of Directors may establish procedures for the appropriate reimbursement of expenses for members of the Board of Directors conducting legitimate JCIS business.

Article VI: Limits of Authority

Article VI, Section I: Scope and Limits of Board of Directors Responsibility

The Board of Directors is entrusted and empowered, through its democratic mandate as elected by and from among the Trustees, to carry out the principal governance functions of JCIS. This means it has autonomy to function within the limits defined by this constitution and associated bylaws, in directing, protecting and enabling the work of JCIS. The Board of Directors may, at its discretion, focus on areas that support the purpose and direction of JCIS on issues of relevance to member schools as follows:

  1. Maintaining membership in a manner that enhances JCIS in fulfilling its objectives and purposes;
  2. Facilitating professional learning and networking of benefit to international education in the context of Japan;
  3. Engaging in advocacy for JCIS schools and the cause of international education as appropriate to various audiences and for various purposes both within Japan and beyond;
  4. Securing and maintaining partnerships, in the form of memoranda of understanding, affiliated consultants, or contracted services that are supportive of the objectives and purposes of JCIS;
  5. Maintaining the integrity and reputation of JCIS through providing challenge and support to member schools in meeting the highest of standards of international education, in line with the criteria for membership;
  6. Making decisions regarding new applications for JCIS membership and the support or potential removal of those who are not fulfilling expectations of membership;
  7. Overseeing the activities of the COO, which is predominantly the responsibility of the President; and
  8. Any other areas that are aligned to the mission and purpose of JCIS.

Article VI, Section II: Decisions Resting with the Board of Trustees

The stipulations made in Article VI, Section I notwithstanding, the Board of Directors remains accountable to the Board of Trustees as follows:

The following actions are subject to a simple majority vote of the Board of Trustees:

  1. Changes to the Constitution
  2. Elections of the Executive Committee
  3. The adoption of the annual year-end financial accounts

The following actions are subject to a process of consultation in which the Board of Trustees have the right to consider and give input to the Board of Directors before the proposed changes are enacted:

  1. Any change to the By-laws of JCIS
  2. Board of Directors’ decisions on membership of JCIS (either the admittance of a new school, or the removal of a current school), which shall include a period for input/consultation from the Board of Trustees
  3. Any other planned action which it is reasonable to assume may change the purpose and direction of JCIS

Article VI, Section III: Special Motions

In the case that any trustee wishes to raise a formal vote of the full Board of Trustees to confirm or challenge any decision of the Board of Directors, or in the case that a representative wishes to bring a motion directly to the floor of a meeting of the full membership, the following process is required:

  1. The Trustee should write a letter to the members of the Executive Committee, with the exception of any member for whom there is a perceived conflict of interest, explaining their intentions, making explicit the decision they wish to bring to the floor and the motion they wish to bring to the Board of Trustees.
  2. This letter should be endorsed by at least 15% of the members of the Board of Trustees, including the Trustee who is putting forth the motion.

In such cases the matter will be brought to the floor at the next meeting of the Board of Trustees. The Board of Directors will refrain from any further action on this topic (unless legally necessary or reasonably impractical to delay) pending resolution.

Article VI, Section IV: Votes of No Confidence

Any member of the Board of Trustees may be removed from their position by a majority vote of the Board of Trustees in a vote of no confidence. The process for triggering a vote of no confidence shall be as prescribed in Article VI, Section III. Unless a conflict of interest exists, the process of any no confidence vote shall be overseen by the COO.

Article VII: Election, Removal and Terms of Office for Elected and Appointed Members of the Board of Trustees

Article VII, Section I: Nominations Committee for Elected Officers of the Executive Committee

A Nominations Committee shall be established to oversee the election of officers. The committee shall:

  1. Be formed of three members of the Board of Trustees, none of whom are intending to run for elected positions on the Executive Committee.
  2. Be recommended to the Board of Trustees by the President, and be confirmed by a simple majority of the Board of Trustees.

The nominations committee shall be responsible to manage the process of elections at the conclusion of the term of a sitting officer or upon the resignation or removal from office of a serving officer according to the established procedure as specified in the guidelines for practice within the JCIS handbook.

Article VII, Section II: Regular Terms

The elected officers of the Executive Committee serve three-year renewable terms. Those directors of the Board of Directors (up to 5) who are appointed shall serve terms of two years. Terms can be renewed indefinitely through election or appointment as appropriate to the position.

Article VII, Section III: Irregular Terms

In the case that an elected officer resigns or is removed from office, the Board of Directors has the authority to appoint an officer as an interim officer prior to an election being held in a timely manner. The elected replacement shall serve out the remainder of their predecessor’s term before standing for re-election at the conclusion of that term. In the case of the resignation or removal of an appointed member of the Board of Directors, the Board of Directors may approve the appointment of a replacement at its discretion.

Article VII, Section IV: Removal of Officers or Appointed Directors

Any member of the Board of Directors may be removed from their position by a majority vote of the Board of Directors for any of the following reasons:

  1. The person is no longer an eligible member of the JCIS Board of Trustees (i.e., no longer Head of School at a JCIS member school )
  2. The person is no longer physically or mentally able to serve in the position
  3. Upon the resignation of the member

ARTICLE VIII: Committees

The Board of Directors may choose to establish committees in order to support the performance of its governance functions. Committees may be either:

  1. Standing committees serving an ongoing strategic purpose of JCIS. Examples might include committees to govern professional learning or membership
  2. Ad hoc committees established to investigate a specific issue or to meet a specific strategic goal

Committees may include Board of Trustees members who are not members of the Board of Directors, as well as other individuals of expertise who can add value to the work of the committee and who are invited to join on the invitation of the Board of Directors or Executive Committee.

ARTICLE IX: Liabilities of Members

No trustee of JCIS, of any classification whatsoever, shall have any obligation in respect of JCIS’ liabilities.

ARTICLE X: Dissolution or Liquidation

No part of the net income, revenue, and grants of JCIS shall be used for the benefit of any trustee, director, officers, or any private individual (except that reasonable compensation may be paid for services rendered in connection with one or more of the purposes), and no trustee, director, officer or any private individual shall be entitled to share in the distribution of any part of the assets of JCIS, on its dissolution or liquidation. In the event of such dissolution or liquidation, the assets shall be transferred to an organization chosen by the Executive Committee for charitable and educational use and with purposes similar to those of JCIS.

ARTICLE XI: Limits on Amendments to the Constitution

These articles may be amended as prescribed in this constitution, provided however that Article III may not be amended in such a manner as to impair or alter the non-profit, non-political and non-sectarian character of JCIS.