Procedural Matters

Documented below are a number of procedural matters that experienced Boards, Principals and Business Managers will recognise as needing to be addressed.

Joining the Melos Group Structure

Joining the Melos Group means ultimately merging your existing company into Melos Education Ltd. This begins by nominating Melos Education Ltd as the new proprietor of the school. If you are a pre-school or other Christian educational institution, a slightly different path may need to be followed but will be worked out with you as part of the exploration of membership of the Group by your institution.

Secondly, your company will eventually be merged into Melos Education Ltd whose directors will then become the directors of the school. It is important to note that the school remains as an independent entity with its own name, uniform, structure etc.

The Melos Group seeks to honour and preserve the history and individual identity of its members institutions. Members will work together under the direction and guidance of the Group but retain their own budget, fee structure and school leadership. The Melos Group Executive Principal becomes the Executive Principal of the school with the Melos Executive Business Manger becoming the Executive Business Manager of the school. The school principal now reports to the Executive Principal not the board and the Executive Principal reports to the Board on the school’s behalf.

School company members will be responsible for determining to merge the company into Melos Education Ltd at a special meeting of the school company. This leads to the closure of the existing school company.

Property ownership, assets and indebtedness

These all pass over to the new parent company – Melos Education Ltd but remain attached to the individual school as part of retaining its identity and history. Where property is leased from a Church this will continue with the school paying the annual lease. Loans and other lease arrangements will transfer to Melos Education Ltd but remain the responsibility of the school to repay.

Who is the employer of staff?

Each school shall continue to employ its own staff. This is the responsibility of the Principal, but all staff will be employed under a contract with Melos Education Ltd as the operating company. The Principal is appointed by the Executive Principal with input from community members and where there is a founding Church, a representative from the Church will be on the appointments selection committee. Personnel who work directly for Melos Education Ltd are employed by the Group and appointed by the Executive Principal and Executive Business Manager. These two positions are appointed by the Board.

Membership costs and benefits

Member institutions pay a base membership cost that is a percentage of their government provided income and a variable cost related to the actual services provided by Melos Education Ltd.The existing company structure for each participant school will be retained. The ‘merger’ of parties will be achieved through a membership and directorship change as outlined above. This process will be conditional upon the agreement of the existing members of the joining school company and will require the following actions to occur concurrently:
- A constitutional change to allow for non-Church members and an incorporated body to be company members
- Admission of Melos Foundation Limited as a member of the existing school Company with a 50% voting right at all General Meetings of the Company;
- The appointment of a new Board of Directors by the Company Members as the Board of the School Company, replacing the existing Board members. This will be done in a general meeting of members in Partnership, noting that the board of Melos Foundation Limited (representing its 50% membership of the School company) will nominate directors for appointment in the ordinary course of implementing the change in the Board- Other constitutional changes may be necessary depending on the existing constitution.