ISM members hold special meeting

A new board of trustees was overwhelmingly elected by members of the International School Manila in a meeting held last Monday to resolve the school’s leadership crisis following the dismissal of the ISM superintendent.

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

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.

A total of 961 members, or 79.8 percent of ISM’s membership, were at the meeting, more than enough for a quorum allowing the vote.

Six hundred nineteen members personally attended while 342 were represented by proxy.

Elected with at least 90 percent of the vote were Ernest Cu, Margarita Delgado, Randy Johnson, Paul W. Jones, Annika Markovic, Juan Miranda, Aurelio Montinola III, Frederick M. Santos, Byoung Hyun Suh and Sanjiv Vohra.

Results of the elections were certified by KPMG Laya Mananghaya & Co. Also in attendance were two official representatives from the Securities and Exchange Commission (SEC).

"The parents and our community have spoken. The message delivered loud and clear is simple: we choose better governance. By making the effort to attend the meeting either in person or by proxy, we demonstrated that the education of our children remains first and foremost in our priorities," said ISM stakeholder Ellen Limcauco.

"With the removal of the controversial board, members look forward to peacefully resolving issues in the spirit of unity and reconciliation. The tremendous support demonstrated in yesterday’s meeting confirms that the problem did not lie with the illegally ousted superintendent David Toze but was in fact brought about by the past board."

Monday’s meeting was held to put an end to the crisis that has disrupted the school for the past weeks.

Under ISM’s by-laws (Article 5 Section 2) requires that at least 15 sustaining members or 10 percent of the associate members (parents) are needed to call a special meeting.

The school’s Corporation Code (Section 28) sets a higher requirement of a majority of the members — over 50 percent — to call a meeting whose purpose is for the removal of trustees.

In either case, the 816 letters signed by the parents met the requirements as there are a total of 1,204 associate and sustaining members.

Under Section 28 of the Corporation Code, the ISM’s corporate secretary is authorized to call a special meeting upon the "written demand of a majority of the members entitled to vote."

This allows a meeting to be held despite the reluctance of ISM’s president or board even if the meeting’s purpose is to remove them.

Due notice has likewise been given to the members. The by-laws require at least five days notice to a meeting.

A notice of the special meeting was sent out on Sept. 11. The seven-day notice is more than the minimum five days required by the by-laws.