The East Asia Regional Council of Schools

Article I: Name and Definition

Section A: Name of Association The name of this Association shall be The East Asia Regional Council of Schools, hereinafter referred to as EARCOS.

Section B: Definition of Member Schools
EARCOS Member Schools comprise elementary and secondary schools of international character and which offer an educational program that is internationally minded in style and substance, delivered through the medium of the English language and appropriate for the ages, needs, and abilities of the students enrolled in the school.

Section C: Definition of EARCOS Region The EARCOS region ranges from Myanmar in the west to Fiji in the east; from Japan and Mongolia in the north to Indonesia in the south. Regular Member EARCOS schools may be located in Brunei, Cambodia, China, Fiji, Guam, Indonesia, Japan, Laos, Malaysia, Mongolia, Philippines, Singapore, South Korea, Taiwan, Thailand, Timor Leste and Vietnam. At the discretion of the Board of Trustees, the region may be expanded to incorporate other schools in Asia Pacific that are not presently served by an organization similar to EARCOS.

Article II: Purpose

The objectives and purposes of EARCOS shall be exclusively educational, within the meaning of Sections 501 (c) (3), (4) and (7) of the United States Internal Revenue Code of 1954, as the same be amended. To this end, the exclusive purposes for which EARCOS is formed are:

A. To promote intercultural understanding and international friendship through the activities of Member Schools;
B. To broaden the dimensions of education of all Member Schools involved in the Council in the interest of a total program of education;
C. To advance the professional growth and welfare of individuals belonging to the educational staff of Member Schools;
D. To facilitate communication and cooperative action between and among all Member Schools; and
E. To cooperate with other organizations and individuals pursuing the same objectives as EARCOS.

Article III: Statement of Non-Profit, Non-Political, and Non-Sectarian Character

Section A: EARCOS shall be exclusively educational in character. It shall not have authority to issue stock. It shall not be conducted or operated for profit. No part of the net earnings of the organization shall inure to the benefit of any member or individual, nor shall any of such net earnings or any of the profits or assets be used other than for the objectives and purposes of EARCOS.

Section B: EARCOS shall, in its aims and activities, be politically neutral and non-sectarian.

Article IV: Membership

Section A: Categories of Membership
There shall be five categories of membership: Regular, Affiliate, Provisional, Associate Institutional, and Associate Individual.
1. Regular Members shall be those elementary or secondary schools, located in the geographical area commonly known as East Asia, which meet all membership standards of the Council and have successfully operated for a minimum of three consecutive years.
2. Affiliate Members shall be those elementary or secondary schools, located in other geographical areas, which meet the same membership standards as regular members and which are demonstratively international or internationally minded in style and substance. Affiliate Members shall have access to professional learning events and student conferences according to procedures established by the Board of Trustees, but shall not be entitled to other EARCOS services and shall not have voting privileges. (Regular and Affiliate membership shall be reviewed every three years. Kindergartens and pre-schools with no elementary programs are not eligible for membership.)
3. Provisional Members shall be (a) those schools which have not operated for a minimum of three consecutive years or are not fully compliant with one or more of the Membership Standards, but are acting in good faith to become compliant, and (b) former Regional Members who are no longer fully compliant with the Membership Standards, but are acting in good faith to return to full compliance. Provisional Members may not continue for more than seven consecutive years in this category without special action of the Board of Directors. Provisional Members are accorded all services of the Council except voting privileges. Provisional Membership shall be reviewed annually.
4. Associate Institutional Members shall be those educational institutions, organizations and companies accepted by the Board of Trustees who are interested in supporting the purposes of EARCOS. Elementary and secondary schools are not eligible for Associate Institutional Membership. Associate Institutional Members are accorded all services of the Council except voting privileges.
5. Associate Individual Members shall be those individuals accepted by the Board of Trustees who are interested in supporting the purposes of the Council. Associate Individual Members are accorded all services of the Council except voting privileges.

Section B: Term of Membership
The term of membership shall be annual from August 1st through July 31st. Dues are payable in full before August 1st each year.

Section C: Termination of Membership
Membership shall cease in the following circumstances: 1. Voluntary resignation in writing to the Executive Director; or 2. Termination of Membership for cause, which shall be defined by the failure to abide by the provisions of the Council’s By-Laws and/or the EARCOS Membership Standards.

Section D: Voting Privileges
Each Regional Member school shall have voting privileges according to school population using the formula contained in the Council’s By-Laws.

Article V: Officers and Directors

Section A: The elected officers of the Council shall be a President, Vice-President, Secretary, and Treasurer.

Section B: The Board of Directors shall consist of nine elected Chief Administrators of Regional Member schools who will serve as the President, Vice-President, Secretary, Treasurer, and five Directors-at-Large. The EARCOS Executive Director, the Regional Education Officer for the U.S. Dept. of State Office of Overseas Schools, and the immediate past president of the Board shall serve as non-voting members of the Board.

Section C: The officers and directors of the Council shall be designated representatives of the Member Schools. In the event a School Head wishes to appoint a designee to act in his behalf at the conference, it shall be so designated in writing and given to the Board President in advance of any decisions or voting actions.

Section D: Voting members of the Board shall be elected to three-year terms. Members may be elected to a consecutive term. Terms shall be adjusted so that approximately one-third of the total terms expire each year.

Section E: Directors shall elect their officers annually for one-year terms. Terms of office commence on the day of the first Directors’ Meeting following the Annual General Meeting.

Section F: In the event of major economic, political, social or other events which prevent the Annual General Meeting of the Council, the terms of all Directors shall be extended until the Council is again able to meet. Furthermore, the Directors are authorized and instructed to replace their membership by majority vote of those able to meet in person or by mail, telephone or fax for such purpose. In this event, the Board of Directors shall act in all matters for the Council regardless of normal constitutional restrictions.

Article VI: Nominations and Elections

A complete list of candidates proposed by the Nominating Committee shall be presented at the Annual General Meeting of the Council. The names of additional candidates may be placed in nomination from the floor. Candidates receiving the largest number of eligible votes cast shall be declared elected to the Board of Directors.

Article VII: Committees

Section A: There shall be two Standing Committees of the Council.
(1) The Nominating Committee shall consist of three (3) members of the Council, all of whom shall be appointed by the President with the consent of the Board of Directors at the April Board Meeting preceding the annual conference. The President shall appoint a Chair, outline the duties, and establish a time line.
(2) The Membership Committee shall be chaired by the Vice-President of the Board of Directors, whose responsibility is to review all Regional Member applications to the Council and make recommendations to the Board regarding new memberships. The Committee Chair may appoint up to two Regional Members to serve on the Membership Committee, which may meet at the annual conference.

Article VIII: Liabilities of Members
No members of the Council shall have any obligations in respect of its liabilities.

Article IX: Dissolution or Liquidation

No part of the net income, revenue, and grants of the Council shall inure to the benefit of any member officer, or any private individual (except that reasonable compensation may be paid for services rendered in connection with one or more of its purposes), and no member officer or any private individual shall be entitled to share in the distribution of any part of the assets of the Council on its dissolution or liquidation. In the event of such dissolution or liquidation, the assets of the Council, after payment of debts and obligations, shall be transferred to an organization for charitable and educational uses and purposes similar to those of this Council.

Article X: Amendments of Articles

These Articles may be amended or altered by a vote of two-thirds of the members present at the Annual General Meeting. If conditions require amendments or alterations of these Articles prior to the Annual General Meeting, they may be amended or altered by a mail vote of the majority of members, provided that proposed changes are circulated to members one (1) month before the day on which votes are to be registered.

Article XI: Amendments of By-Laws

The Council may establish and/or amend By-Laws by majority vote of those present at any Annual General Meeting of the Council. However, no such By-Laws may contravene any provisions of the Constitution.