ISY Charter Registration
I would like to update you on an exciting development in our pursuit of formal registration in Myanmar. Earlier this year, private schools and schools that apply international curriculum were added to the Myanmar government’s list of promoted sectors, paving the way for ISY to pursue formal registration. Following this policy development, the Board of Trustees (BoT) voted in early June to further develop an option that would register ISY both in the U.S. and in Myanmar. In the ensuing weeks, I have explored various possibilities together with the BoT and the school’s legal and financial advisors, and we have identified a path forward.
Under the proposed new structure, the association would become a U.S. nonprofit organization (registered in the District of Columbia), and the school would register as a foreign company in Myanmar. This structure would provide association members limited liability (in respect to the actions of the school) and permit ISY to apply to obtain long-term land rights for our existing site. As association members, parents would continue to have ultimate control over the school through voting rights and board member selections. The prospective changes would further enhance the ISY experience by allowing for continued development of new, state-of-the-art, and purpose-built facilities.
In the coming weeks, we will continue to explore the opportunity and hold various discussions with the relevant government bodies (including the Directorate of Investment and Company Administration, the Myanmar Investment Commission, and the Ministry of Education). We will also begin to put in place the necessary underlying structures to facilitate the prospective organizational change.
As we continue to explore this opportunity, I will hold a series of meetings with association members and school faculty and staff to further explain the proposed structures and answer any related questions. It is also important to note that no binding change to the association will be made without an affirmative vote from the association.
Gregory Hedger, EdD
At the end of July, I sent a letter informing you of recent policy developments by the Myanmar government, providing an opportunity for ISY to pursue formal registration. The Board of Trustees and I have since been working diligently with our attorneys in the U.S. and in Myanmar, as well as our financial advisors, to move the process forward. At this time, I would like to provide additional details about the prospective structure, which involves new legal entities in Myanmar and the U.S.
ISY will create a new legal entity in Myanmar (a foreign company under the Myanmar Companies Act) to assume the day-to-day operations of the school. The new Myanmar entity will be controlled by the existing association, which will formally register as a U.S. nonprofit association in Washington, DC. As members of the U.S. nonprofit association, parents would continue to have ultimate control over the school through voting rights and board member elections. Parents would also continue to elect six board members and five seats would remain appointed. These positions would be assumed by the existing Board of Trustees. The board would also select three parents to help govern the new U.S. nonprofit association and assist with any fundraising efforts. Annual general meetings (AGMs) for the new entities would be jointly held. To comply with a Myanmar Companies Act provision requiring two shareholders of record, the U.S. nonprofit association will own 99 percent of the new Myanmar entity directly and own 1 percent through a Delaware (U.S.) limited liability company that the U.S. nonprofit association will own.
Over the next few weeks, ISY will file the necessary paperwork (including a Myanmar Investment Commission permit application) to enable a future transition to the new structure. The next step in the process will be for our current association members, or parents, to come together at a special meeting, to approve such a transition and its mechanics (dissolving the current governance structure, reconstituting ourselves under the new structure, and transferring ISY’s assets to the new entities). The Board of Trustees and I anticipate scheduling such a vote for the second half of this school year, with the transition optimally occurring before the start of the 2018-19 school year (upon receipt of the necessary government approvals, such as the MIC permit).
Before we get to the point of a vote, it is important the current association is informed as much as possible about the prospective change. To facilitate this, we will be providing a number of informational opportunities. The first is with the distribution of this letter we are providing a link to the charter documents for each entity as well as other informational items. This link will also be available via our website. It is important to recognize in the creation of these charter documents, we have attempted to reflect our current articles of association and by-laws as closely as possible; changes reflect requirements under U.S. or Myanmar law or recommendations of our attorneys. In addition to the website, I will hold a parent forum in December, and another in January, to discuss and detail the process further, as well as to hear your questions. Finally, you are welcome to send me email enquiries and comments, or speak to a board member or myself at any time.
In closing, I want to emphasize the importance of this formal registration process. Myanmar is very quickly evolving in its development as a country. It is important that we evolve with it and establish ourselves as a formally registered entity. This will create many opportunities for our community, including the ability to obtain a long-term lease for our existing campus and possibly future external funding. It should also be noted that the prospective structure removes liability from current association members (parents) for any actions or financial obligations of the school.
I look forward to pursuing this matter with you further on behalf of the ISY community.
Gregory Hedger, EdD
Dear ISY Community,
This message is to communicate to you the results of the vote that took place at a Special Meeting of the Association on 4 April, 2018 on two separate resolutions.
Many thanks to those of you who attended the meeting and participated in the vote. Both resolutions passed allowing the school to move forward with registration and bringing the composition of our Board in line with those of similar international schools around the world.
The resolutions are listed below for your reference.
The first resolution -
By this vote, the existing Association shall dissolve and reconstitute itself as The International
School Yangon Association (the “New Association”), a non-profit organized in Washington,
D.C., which will operate in Myanmar through its wholly-owned subsidiary, The International
School Yangon Limited (the “School”), a foreign company organized in Myanmar. Dissolution
shall take effect upon the successful registration and authorization of the School in Myanmar;
all assets and liabilities of the existing Association will be transferred to the New Association at the time of dissolution.
The second resolution -
By this vote, the number of board members appointed will be increased by two, with elected
members decreased by two. This will apply to the existing Association’s Board of Trustees (the “Board”) as well as the respective governing bodies of the New Association and School.
The Board will be comprised of up to eleven (11) members including:
- Four (4) members elected by the Association, and
- Seven (7) members appointed by the Board (this includes the member currently appointed by the U.S. Embassy) .
We would like to thank the Association for your support with this process.
Dr. Gregory A. Hedger, Director,
The ISY Board of Trustees