Governance

Our Bylaws

Bylaws of the private institution INTERNATIONAL SCHOOL OF HELLERUP

Please note that the text below is a translation of the official Danish document. The bylaws in danish can be downloaded here.

§1 NAME AND ADDRESS

(I) The name of the private institution is International School of Hellerup. The institution’s company registration number (CVR no.) is 32035884.

(II) The school is run as a private institution which is administered independently according to existing laws and regulations for independent schools, private elementary schools and private high schools.

(III) The institution is situated in the Copenhagen Municipality.

(IV) The address of the institution is Rygårds Alle 131,2900 Hellerup

§2 PURPOSE

(I) The purpose of the high school is to provide education to the final year of the Middle Years Programme and two years of the Diploma Programme according to the law on education for International Baccalaureate Organization’s (IBO) Middle Years and Diploma Programme, which is set by IBO and evaluated every fifth year. Internatioanl School of Hellerup is a three IBO programme authorized school offering programmes for children aged 3 to 19. The School also has a Danish high school called STX.

(II) International School of Hellerup aims at encouraging and providing education and the school’s prime target group is foreign citizens who stay in Denmark for a longer period of time and need schooling in English. The teaching language of the school is English, but all students are offered Danish classes. The language of instruction is Danish in the school’s Danish Highschool department “STX”.

(III) The curriculum of the high school must be composed in a way so the students who pass their 3rd year exams (final year) are eligible to apply for admission for undergraduate programmes around the world. A high school diploma will be submitted to those students who pass the 3rd year, which is approved by International Baccalaureate (IB).

(IV) The teachings and the curriculum must be based on existing laws and statutory order etc. and on the provisions set by the Ministry of Education.

§3 ECONOMY

(I) The school’s operation expenses are mainly covered by subsidies given by the Danish State according to existing regulations and from school fees paid ahead by parents. The fee is set by the school board. The institution can also receive subventions from others.

(II) It is only the assets of the institution that are liable for the institution’s commitments and obligations.

§4 DISPOSITION OF THE INSTITUTION’S FUNDS

(I) The funds of the school must only be used in the favour of the school and the school’s educational programmes.

(II) A possible surplus in the funds belongs to the school. Contribution to the school does not give contributor the right to any of the school’s assets or profits.

(III) The liquid assets must be deposited in accordance with the provisions stated in the law on independent schools, and private elementary and high schools.

(IV) Any securities must be registered in the name of the institution.

§5 THE MANAGEMENT OF THE PRIVATE INSTITUTION

(I) The institution is governed by five board members.

(II) The board must include following members: Three of the members are appointed by the school district board (Skolekredsen) and 2 of the members are elected amongst and by the parents who have enrolled a child or children at International School of Hellerup.

(III) The board members must be of legal age and competent, and minimum a majority, including the chairman of the board, must have a social security number (CPR no.) and have residence in Denmark. People who belong to the Danish minority in South Schleswig can be seated in the board on equal terms with people who have a social security number (CPR no.) and reside in Denmark.

(IV) The board must be composed of a balanced number of males and females.

(V) The school district board (Skolekredsen) consists of the initiative takers who established the school. Some are parents or previous parents of students at the school. The Board can approve new members. The school district can decide to set the fee for membership of the school district board (Skolekredsen). The members are personally not liable for the school’s debt.

(VI) A board member must resign from his or her position when the person in question no longer fulfills the conditions of legal capacity to remain a member of the board in accordance with regulations on incapacity under the law on private schools and under the law on private high schools.

(VII) In case of a member must resign during the term of office for instance because of incapacity, the substitute takes office if such a person is appointed or elected. If this is not possible, a new member must be appointed or elected as soon as possible for the remaining term.

(VIII) The board constitutes itself with a chairman and a vice chairman who takes office, if the chairman resigns.

(IX) The board is elected or appointed for a two year term.

(X) Reelection or reappointment can take place. A board cannot be dismissed or be removed during the term of office, except cf. subsection 6.

(XI) Two members and a substitute are elected by and amongst those parents who have custodies of children at the school according to regulations in the statutory order no. 619 of 6^th of June 2010 on election and certification of supervisor at independent schools and private schools etc.

The elections are held every year. The term of office for a parent does not end when/if his or her child stops attending the school. The same applies to a parent elected board member, the persons in question does not have to resign from the board, if his or her child are, during term of office, dismissed from the school against the parent’s will.

(XII) The Head of School is responsible to set up an Annual General Meeting (AGM) every year at latest in April 1st. The notice to the meeting must be in writing and must be sent out to the parents at 14 days’ notice. If there are candidates for the school board, the invitation must include the name of the candidate(s).

(XIII) When voting at the parent meeting, the one or the ones who have the custody of one or more students at the school have one vote.

(XIV) The staff of the school cannot become a member of the board and can only cast their vote at the board elections, if they are parents of students at the school.

(XV) Not later than 14 days after electing a new parent representative, the board must elect or appoint a chairman and vice chairman. The board must decide the rules of procedure for this.

(XVI) The board adopts the rules of procedure for its work and activities. The chairman calls for a meeting in writing, minimum four times in a year and as often as the chairman finds it necessary.

(XVII) The decisions are made by majority of votes. In case of parity of votes the chairman’s vote decides the matter. If the chairman is absent then it is vice chairman’s vote that decides the matter. Each member has onevote. Votes cannot be cast by means of power of attorney or letter of attorney.

(XVIII) The board is competent to transact business when minimum 3 members, including the chairman or the vice chairman, is present.

(XIX) Minutes must be taken during the board meetings. Board members have the right to get their diverging opinion recorded. All the board members who attend the meeting sign the minutes. Any observed incapacities must be included in the minutes.

(XX) The Head of School attends the meetings without the right to vote.

(XXI) When executing their work, board members are not subject to any decisions made by the organisation, institution and association or the like that have elected or appointed the person in question.

(XXII) The board members are not liable for the school’s debt, but can be held responsible according to Danish law of torts. The board members cannot receive any remuneration/emolument or the like from the school’s funds for executing their work as board members.

(XXIII) The board is liable to always keep the by-laws in accordance with Danish Law. In case of disagreement between Danish Law and the text of the by-laws, the school must adhere to Danish Law.

§6 THE BOARD

(I) The board is responsible for the overall management of the school.

(II) The board hires and resigns the Head of School by Ministry of Education’s approval, makes decisions on buying, selling and mortgaging real estates, sets the school fee, plus makes decisions on any overall school affairs which the board want to decide on. The board is responsible for the operation of the school, including responsible for administering the subventions in accordance with provisions stated in the law on independent schools, private schools and high schools.

(III) The board is responsible for the financial situation of the institution, but the principal conducts the daily management. The board must administer the funds in the most beneficial way for the school and must take any financial outstanding into consideration.

§7 AUTHORITY TO SIGN DOCUMENTS

(I) The institution is liable to a third party, if the agreement or the document is signed by the chairman and the vice chairman together or by the principal together with the chairman or the vice chairman.

(II) The authority to sign documents cannot be delegated, and authority to bind the institution cannot be granted.

(III) Signatures of a minimum of four board members, including the chairman or the vice chairman, are required when purchasing, selling or mortgaging of real estate and taking out mortgages. The existing deed for the private institutions real estate must be recorded to be valid.

§8 BUDGET AND ACCOUNTS

(I) Every year the board must prepare a budget and a report for the institution and determine the school fee.

(II) Every year, the board is responsible for preparing an accurate annual report in accordance with the existing regulations. This report is, according to existing regulations, subject to adequate revision by an accountant hired by the board.

(III) The financial year follows the calendar year.

(IV) The annual report is submitted in accordance with the provisions set by the Ministry of Education. The annual report must be sent to the Ministry of Education in an audited state latest 15^th of April. The board is responsible for subjecting accounts to adequate auditing according to existing regulations.

(V) The annual report is audited by a state authorized accountant appointed by the board.

(VI) The annual report must be signed by all board members who must also make a statement of truth that they fulfill the provisions on the competence to act as a board member.

(VII) The Head of School must prepare a budget proposal to be submitted to the board.

(VIII) The staff members at the school and parents of students under age have by request the right to gain insight into auditor’s records and into other budgets and accounts which the board has approved, but not into data which is included by the regulations of the Public Administration Act on duty of confidentiality cf. section 6, subsection 3, no. 4, subsection 2. The board can extend the right according to subsection 1 to include other persons. This right can be executed by addressing the chairman of the board who must inform the board and the principal before insight can be given. Chapter 8 of the Public Administration Act on duty of confidentiality et cetera must not be ignored or disregarded.

§9 THE HEAD OF SCHOOL

(I) The board hires and dismisses the Head of school with the Ministry of Education’s approval.

(II) The existing Head of School has the right to submit propositions to his or her successor. The board is not obligated to follow any proposition, approach and recommendation. The board’s decision must be approved by the Ministry of Education. The Head of School’s salary and the conditions of employment are set according to existing provisions for private high schools.

(III) The board hires and dismisses teachers and other staff according to the Head of School’s recommendations. The Head of School hires and dismisses permanent teachers, substitute teachers and other hourly paid staff members.

(IV) The school’s daily administration is managed by the Head of School. The Head of School is accountable for enterprises of the school to the board. The Head of School also has the pedagogical responsibility of the school.

(V) The Head of School calls the parents for a meeting, as often as it is necessary.

(VI) The Head of School attends the board meetings, but has no right to vote.

(VII) Chapter 2 of the public administration Act on incapacity and chapter 8 on duty of confidentiality etc. apply to the board, the Head of School and other staff members.

§10 AMENDMENTS AND DISSOLUTION OF THE INSTITUTION

(I) The board makes decision on amendment. The decision must be made by the majority of votes.

(II) If the institution ceases to offer education in accordance with the law on private elementary school and/or the law on private high schools, it must be closed down.

(III) The board makes the decision to dissolve the institution. To dissolve the institution two-third of board’s votes are needed and all members must be present.

(IV) Right after the board makes the decision to dissolve the institution, the parents must be informed about the situation and its cause. The board must immediately inform the Ministry of Education and the municipalities (kommuner) in which the students reside.

(V) It is the board’s responsibility to inform the Ministry of Education, if the school stops its payments, declares its bankrupt or there is risk of closing down the school.

(VI) In case that the private institution is dissolved the board members are legally bounded to operate or act until the financial execution of the school’s assets and liabilities are carried out according to existing law, including the school’s net capital is used in accordance with the by-laws of the school. According to existing law, the board is responsible to manage the school’s assets and for the financial statement in connection with the school’s dissolution. The school’s net capital must be administered in accordance with the by-laws.

(VII) Any net capital must be used, with the Ministry of Education’s approval, for school purposes that are supported by law on high school institutions or law on elementary independent and private schools. This does not apply, if it conflicts with other financial rights that are mentioned in section 73 of the Constitution. In that case, there are not restraints in these existing rights.

(VIII) Amendments are not valid unless they:

1) contain information about who the chairman of the board is, and in case the board has a vice chairman about who the vice chairman of the board is,

2) are signed by all the board members,

3) include the board members names and address, typed in or written with readable hand writing and

4) are published on the school’s website with the indication of the publication date and when the amendments were enacted by the board members or if this is a requirement according to the by-laws, by the board and the general assembly together.

Enacted on June 5th, 2014

Revised on October 13th, 2017 and 8th June, 2022.

Adopted by the Board of Governors of International School of Hellerup

Hellerup, October 26th, 2017

The Board of Governors