IS-M to discuss resolution to crisis

Parents of students of the International School-Manila (ISM) will meet tomorrow to formulate a sustainable resolution of the leadership crisis in the school, as well as elect members of a proposed interim board.

But a lawyer for some concerned parents said tomorrow’s special meeting of the "sustaining members" of the ISM for the election of a new board of trustees does not have legal basis due to some technicalities.

"If ISM members are to validly elect a new set of board of trustees, they have to comply with the by-laws and Corporation Code. Otherwise, the special meeting as well as the elections can be questioned for being illegal and void," the lawyer wrote in a letter in reaction to the call for a meeting contained in an email found in the ISM board mailbox last Sept. 11.

The email, a copy of which was obtained by The STAR, was purportedly prepared by acting superintendent Stephen Dare and noted by corporate secretary Ma. Bernadette Aquino. The call for a meeting was supposedly supported by the requisite number of "sustaining members," calling for
the removal of the board of trustees and/or the election of a new one.

The ISM community said the 10-member interim board will work for a harmonious resolution of the crisis until new elections can be held and a new set of officers can be installed.

Part of the interim board’s immediate task is to look into the summary termination of ISM superintendent David Toze, the ISM community said in a statement.

The ISM community said the incident merits further investigation since there is a significant doubt as to whether the school officials followed the legal process applicable in the Philippines.

"We are being watched by the international community on how we address these issues. In this instance, it is quite important that we focus on how we treat David Toze’s case.

He has had an exemplary standing in the global international school’s community hence our actions should not merely be about giving him back his job but about giving his reputation back as well, otherwise we will have the greatest difficulties attracting talented educators and administrators in the future" said Roberto Cuenca, former president of the board of trustees of ISM.

Cuenca, prior to his departure as president, had warned the school community of his concerns over the weaknesses in the governance structure of ISM that could lead to a crisis such as the one the institution faces today.

At least 600 parents are expected to attend tomorrow’s meeting.

In a letter sent to the ISM community on Sept. 7, the members wrote: "In the spirit of contributing to a resolution and reestablishing a stable learning and teaching environment for our children and educators, we propose the election of an interim board by the general membership to serve only until the next elections in May. The interim board would be responsible for consulting widely within the ISM community to contribute to a healing process, conducting business as is necessary to the functioning of the school, organizing elections for the next board, and consider amendments to the by-laws for approval of the general membership, to help avoid a recurrence of the current crisis."

The entire board of ISM resigned at the height of the controversy surrounding its dismissal of school superintendent David Toze.

In resigning, one board member expressed support for the termination of Toze but cited "the safety, security and well being of my wife and children" for leaving the post.

In the days that followed, classes were briefly suspended and more than 200 teachers and staff members walked out of ISM and joined parents in denouncing the board’s move to fire Toze.

"While classes at ISM have resumed, this situation does not allow the school to function as it should. The administration, parents, faculty and staff consider the constitution of a new board of trustees as a matter of extreme urgency and necessity," the email read.

"Filling this vacancy is a task that now falls upon the community of ISM associate and sustaining members," it stressed.

The STAR however learned that under the by-laws of ISM, "it is only the president, or in his absence, the vice president that has the power to call for special meetings of members."

At present, ISM has no president or vice president after both had resigned amid the controversy.

There is supposedly no provision as well under ISM by-laws authorizing Dare, as acting superintendent, to call for a special meeting.

"He also has no authority to instruct the corporate secretary to issue notices for special meeting," the source said.

Also under the by-laws, no less than 15 "sustaining members" of ISM can only "request" for a special meeting, the source asserted.

The letter calling for the meeting was supposedly signed by only 12 "sustaining members."

The call for a meeting also purportedly goes against the Corporation Code, specifically under Section 28 as this only applies to a situation wherein the purpose of the meeting is the removal of directors.

"In this case there is nobody to remove because all the trustees have already resigned," the source said.

The call for meeting is not justified even under the section of the Corporation Code cited in letters previously sent to ISM members, the source explained.

Documents referring to Section 50 of the Corporation Code states that a member of ISM must file a petition with the Securities and Exchange Commission (SEC) instead since there is "no person authorized to call (for) a meeting."

"Under present circumstances where ISM has no president or acting vice president who could call the special meeting, the remedy is to go to the SEC invoke the SEC’s power under Republic Act 8799," the source said.

Under Section 50 of the Corporation Code, it states that "upon petition of a stockholder of member and on the showing of good cause," the SEC may issue an order to the petitioner "directing him to call (for) a meeting of the corporation by giving proper notice required by this Code or by the by-laws" of ISM.

The agenda in the email calling for a special meeting included a proposal from ISM’s sustaining members for the election of an interim board by the general membership to serve only until the next elections in May.

"The interim board would be responsible for consulting widely within the ISM community to contribute to a healing process, conducting business as is necessary to the functioning of the school, organizing elections for the next board, and considering amendments to the by-laws for approval of the general membership to help avoid a recurrence of the current crisis," the letter read. — Sandy Araneta