2.1 Introduction

The Foundation was incorporated on March 14, 1991 in Hong Kong as a company limited by guarantee. It is a non-profit-making organization enjoying tax-exemption status under the Inland Revenue Ordinance of Hong Kong.

This means that the profits from the trade or business of CDNIS are exempt from Profits Tax. Further, for the purposes of Personal Assessment, Salaries Tax and Profits Tax and subject to certain limitations, an allowance is given for tax purposes in respect of donations of money to CDNIS. 

Under the constitution of CDNIS, management of the day-to-day operations of CDNIS is delegated to a Board of Governors and its school administrators and the Foundation is “to act as trustee for the Members of the Foundation”. 

As the project was initiated by the Hong Kong government and supported by the Commission for Canada in Hong Kong (as it then was), the Chief Secretary for Administration of the HKSAR traditionally becomes the Honorary Patron and the Consul-General of Canada in Hong Kong, the Honorary President, of CDNIS.

2.2 Members of the Foundation

Under the constitution of CDNIS, Members of the Foundation have the power to amend the Memorandum and Articles of Association of CDNIS (“the M/A”) and the appointment and removal of members of the Board of Governors.

. For individuals to be qualified for admission as a Member of the Foundation, he or she must have made significant and long term contribution to the Foundation and is a Canadian citizen who is ordinarily a resident of Hong Kong. 

The Founding Members were the subscribers of the M/A of the Foundation and also the first governors of the Foundation. 

This group consisted of Roger Chow, Robert Desjardins; Art McInnis; Ching-Wo Ng, Francis Lee, Spencer Lee, Vincent Lee, Albert Wang, Mary-Jean Wong, Felix Fong, Kwan Li and Richard Wong. Robert was a member of the Commission for Canada in Hong Kong. Vincent, at the time, was the Chairman of Canadian Club and a member of CCA and Francis Lee was invited to endorse as a subscriber in his capacity as the President of the Chamber, although no active role was played by him. He subsequently tendered his resignation on November 22, 1991. 

Individual Members of the Foundation in 2002 are Roger Chow, Felix Fong, Art McInnis, Ching-Wo Ng, Spencer Lee, Vincent Lee, Kwan Li, Albert Wang, Mary-Jean Wong, Richard Wong (the Founding Members) and John Crawford, Maria Mui, Li Ho-Kin and Kenny Tam. The latter four became Members in recognition of their significant contributions, as revealed in the subsequent pages, to CDNIS. 

CCA, the Chamber and Canadian Club were made ex-officio Members of the Foundation by an amendment to the M/A in 1994. 

2.3 The Board of Governors

The Board of Governors and the school administrators are responsible for the daily operations of CDNIS. It has a Chairman and can elect up to 3 Deputy Chairmen. The Board can consist of no more than twenty Elected Governors.

The Board has 6 Ex-Officio Governors. They are: 

(1) The most senior ranking Canadian diplomat stationed in Hong Kong or his designate; 

(2) The Chairman of CCA or his designate; 

(3) The President of the Chamber or his designate; 

(4) The President of Canadian Club or his designate; 

(5) A Member of the Foundation or his alternate elected by Members at the Annual General Meeting (“AGM”) of the Foundation; and 

(6) The immediate Past Chairman of the Board. 

The first Chairman (1991 to 1992) was Richard Wong who was involved intimately with the establishment of CDNIS. 

Ching-Wo Ng was the second Chairman (1992 to 1993). During the tenure of Ching-Wo, he steered CDNIS through troubled waters: the teachers’ insurrection, the replacement of the first Principal, the discontents of the parents, the agony of the curricula formation and the fights about testing. 

Ching was succeeded by Chisholm Lyons (1993 to 1995), Eric Kong (1995 to 1997), John Crawford and John Henderson (as co-Chairmen) (1997 to 1998), Olivia Lee and Li Ho-Kin (as co-Chairmen) (1998 to 1999), John Crawford and Olivia Lee (as co-Chairmen) (1999 to 2000),Alex Ing (2000 to 2002) and David Kong (2002-). 

2.4 Major Amendments to the Constitution

(1) Under the leadership of Chisholm Lyons, there was one major amendment to the M/A. The concept of ex-officio membership to the Foundation and the Board was introduced. CCA, the Chamber and the Canadian Club have since become Ex-Officio Members and Governors of the Foundation.

The idea was to involve the Canadian community in Hong Kong to participate in the affairs and management CDNIS. 

The Committee responsible for this first major amendment to the M/A consisted mainly of Ching-Wo Ng, Richard Walker and Spencer Lee. Thhe related amendments were passed by Special Resolution on December 14, 1994. 

(2) Another amendment of significance to the M/A was conducted in 2001. The Committee consisted of Spencer Lee, Vincent Lee, Art McInnis and Ching-Wo Ng. 

At the time, the Members considered the need to ensure better communication between the Members and the Board. As a result, a new category of Ex-Officio Governor was added so that the Members elect two representatives each year as Ex-Officio Governor and his alternate to sit on the Board. 

2.5 Nomination Committee

Each year, the Nomination Committee will prepare a list of candidates for appointment to the Board and/or admission as new Members by the Members at the AGM of the Foundation.

This concept was introduced in the 1994 amendment to the M/A and the Committee comprises of the Chairman of the Board, a Governor designated by the Board, an Ex-Officio Governor designated by the Ex-Officio Governors and the Ex-Officio Governor representing CCA. The appointment of CCA as a regular member of the Committee was made in recognition of its efforts in the founding and active participation in the affairs of CDNIS since 1991.

2.6 Committees

Each committee has its own spheres of interest and undertakes the ground works for the Board to make the final decision. These are important cradles for preparing suitable candidates for later appointment to the Board. They are:

(1) Fund-raising & Public Relation 

This committee deals with all fund-raising and public relation matters, including but not limited to, matters relating to the sale and transfer of the Debentures. It has a sub-committee responsible for scholarship. 

(2) Finance & Administration 

This committee is responsible for all matters relating to finance and administration and also oversees its Human Resources Subcommittee. 

(3) Curriculum 

This committee overseas the improvement of the curricula of CDNIS and has 2 subcommittees responsible for the Chinese Studies and IT. 

(4) Parent/Staff Liaison 

This is another important committee to ensure better communications with parents and staff. 

2.7 The School Administrators

In 1991, Ian Robertson was recruited as the first Principal. In 1993, there was the need to replace Ian and Chisholm and Kwan Li were actively involved in the committee to search for Ian’s replacement. A headhunter in Toronto was retained and communications in the selection process were made by conference calls several times a week for many weeks to finalize the salary, benefits qualifications, the wording and nature of the advertisements with respect to the recruitment.

With the headhunter, they sifted through numerous resumes and came up with a short list and met the finalists in Toronto at no cost to the school. Two finalists were recommenced and flown to Hong Kong to meet the Board, CISPA and the teaching staff. Neil Johnston was selected and commenced work in July 1993. He proved to be an excellent choice. He presided over the major expansion period of CDNIS and completion of Phase I of the campus. He stayed with CDNIS for 7 years until he stepped down in 2000 and replaced by Allan McLeod. 

In 1994, Alan Dick was recruited as Vice-Principal responsible for the children from Reception to Grade Three. 

As CDNIS continued to expand, it was necessary to recruit another Vice-Principal and Allan McLeod joined CDNIS in 1996 to hold that position. 

Sharon Carew was recruited in 2000 as Vice-Principal to head the Secondary Division. With the completion of Phase II in the summer of 2002 and the increase of approximately 30% of the student body in 2002, David McMaster joined as the Middle School Principal and that completed the restructuring of the school administrators. 

CDNIS now has Allan McLeod as Head of School, Sharon Carew as High School Principal, David McMaster as Middle School Principal and Alan Dick as Primary/Junior School Principal. 

In 1999, Monica Vallor joined as the first Business Administrator of CDNIS and amongst her duties, she had to supervise and co-ordinate the Phase II construction working with the contractors, the architect and the full consulting team. 

2.8 CISPA

Thanks to the hard work of a group of dedicated parents, in particular, the continuous involvement and contribution of Casandra Ip since November 1991, CISPA was formally incorporated as a company limited by guarantee on June 23, 1992. Since then, it has played an important role in fostering ties between school staff and parents and intimately involving in all facets of the school activities, pursuing the interest on developing and contributing the general welfare of the school community.