Board Matters

FACT: RESOLUTION 12

Summary:

  • We received a third requisition notice about a resolution to appoint Mr. Ulrich Buchholtz to the Board and elect him as Chairperson
  • The requisition is made without legal basis in the Companies Ordinance or in our Articles and proposes actions impossible under both Hong Kong law and our Articles
  • The notice also contains factual inaccuracies and misleading statements
      1. On 29 May, we received a third requisition notice (“the Third Notice”) from an anonymous group of parents calling themselves the “Concerned Parents Group” (“the Group”). The leaders of the Group have not identified themselves and the Board has received three requisition notices to date signed partially by different members on different dates.  We address only the most pertinent points raised in the Third Notice below.
      2. In the Third Notice, the requisitionists have proposed the following additional resolution to be moved at the earlier requisitioned EGM under Section 551(2) of the Companies Ordinance:“To appoint Ulrich Buchholtz as Director to the Board, and to require all the Directors to appoint him as Chairman in a caretaker capacity until the next Annual General Meeting, with immediate effect.” (“Resolution 12”)
      3. Resolution 12 is invalid as there is no provision in the Companies Ordinance nor in our Articles of Association (“the Articles”) that allows for members to elect or appoint directors to the Board other than by an election at a general meeting in accordance with the process set out in Articles 47 and 48. Further, the Chairman is elected by the Board of Directors and not the Association (Article 68), as also conceded at the end of the Third Notice.  The reason for this is that the Chairman needs to have the trust and confidence of the Board to be able to lead it.  The Chairman cannot and should not be appointed by its members.
      4. There are several other important issues with this Notice. Section 551(2) relates to written resolutions of a company, not resolutions for general meetings. Such written resolutions can only pass if ALL members vote in favour.  We currently have 2,154 members and it is inconceivable that all members would vote in favour of Resolution 12 and so there is simply no reasonable chance of it being approved. Furthermore, for circulation of a written resolution, GSIS would need to set up a voting system by some form of authenticated written document causing the school avoidable and further unnecessary legal expense.  The Group could have asked Mr Buchholtz to stand for election at the recent AGM.
      5. The supporting statement in the Third Notice also contains a large number of factual inaccuracies and misleading statements, some of which are addressed below:
        1. Buchholtz, a long-time chairman until 2017, is “..an eligible mediator of highest integrity…” who “…is not part of any Concerned Parents group…”.
          The most important principle of mediation is that the process must be neutral and free from bias.  A mediator must be seen to be neutral to all parties.  However, Mr Buchholtz is in fact one of the signatories to the requisition of the EGM.  This shows that he is clearly not neutral and unsuitable to perform any role as mediator between members of the community.
        2. Buchholtz has an “Agenda to support the removal of the GLR [German Language Requirement] and implement equal representation
          This is surprising and contrary to previous verbal representations made publicly by Mr. Buchholtz at previous AGMs when he was Chairman and specifically in an email to the Board in March 2019 in which he wrote:I am hearing horrendous stories …. That Association Board Meetings are held in English!”

          and:

          Every parent sending their kids to our School would have known our Statutes and M&A. If they do not agree with them, they have plenty other options in HK.”

        3. Buchholtz is credited with the “successful GSIS Peak Campus Redevelopment”. However, it fails to address the school’s highly controversial near-decampment to Ma On Shan as part of the redevelopment and the fact that it cost three times as much as budgeted, which contributed to in an increase of the school debenture price from HK$250,000 to HK$500,000 and to a significant increase in tuition fees.
        4. The draft amended Articles voted on at the EGM in December 2019 “offered the minority German stream only ONE Director” of fifteen. This is blatantly incorrect. Article 50 of the draft states expressly:
          The Board must include parents of the English Stream as well as parents of the German Stream.
          This amendment to Article 50 was specifically requested by the ZfA, the German authority that oversees the German Schools Abroad
        5. The supporting statement in the Third Notice also omits to state the role played by Mr. Buchholtz in the widely publicized scandal involving a previous principal of the school in 2017, and his sudden and immediate resignation as Charmain and director at that time without any handover or transition to the new Chairperson.
      6. For the reasons stated above, the Board will not circulate Resolution 12 and has not included it in agenda for the July 6 EGM.  A copy of the Third Notice has been attached below.