Effective Date: 1 January 2018; Amended January 17, 2024
“INDEVOR” is a Global Club of the INSEAD International Alumni Association (“IAA”).
Date of Adoption of Charter
This Charter took effect following approval by the INDEVOR Executive Committee on 1st January 2018. Its adoption was ratified at the first subsequent Annual General Meeting of INDEVOR.
Mission
To generate awareness, advocacy and action among the global INSEAD community, harnessing business as a force for good for people, profit, and planet.
Objectives
The objectives of INDEVOR are:
- To serve as a hub to foster, support and promote INSEAD’s social and environmental impact events and initiatives across Global Clubs, NAAs, student clubs and the broader school community.
- To raise awareness, advocacy and action for sustainability in work and life, working with Community Impact Challenge to advance decarbonization.
- To mentor and support INSEAD students who want to imbue their careers with social and environmental impact
Organisation
INDEVOR is organised as a “Global Club” of the IAA and is managed by a governing Executive Committee (the “ExCo”). The ExCo is chaired by the INDEVOR President (the “President”) with support from the IAA, NAA’s and/or INSEAD as appropriate. The ExCo will ensure that appropriate records of its activities and meetings are maintained and may appoint a Secretary from among its Members.
The ExCo will use as guidelines for governance the IAA Articles of Association, IAA Credo, IAA Code of Conduct, INSEAD Alumni Clubs Framework, INSEAD Logo Guidelines, the Terms and Conditions of Use of MyINSEAD, the Terms and Conditions of Use for Administrators and the Privacy Policy for MyINSEAD.
Membership
Any alumnus/a of INSEAD who is also a paid-up member of an NAA, as well as any alumnus/a of any INSEAD Executive Education programmes, may become a Member of INDEVOR by registering their interest through the Global Clubs section of the MyINSEAD portal.
We invite INSEAD NAAs and Global Clubs that wish to formalize collaboration with INDEVOR on issues of mutual interest to encourage their members to join the INDEVOR mailing list through MyINSEAD sign up.
Resignation and Termination of Members
Any Member can resign unilaterally at any time by removing their name from the INDEVOR mailing list through the MyINSEAD portal.
The ExCo may, acting reasonably, terminate the membership of a Member at any time for the following reasons:
- Conviction for a criminal offence in any jurisdiction;
- Behaviour likely to bring INSEAD, INDEVOR or associated organisations into disrepute; or ongoing failure to pay NAA and/or IAA fees as and when due.
For the avoidance of doubt, it is emphasized that the ExCo should act reasonably and will provide an opportunity for a Member to present any mitigating circumstances. However, the decision of the ExCo is final and binding.
General Meetings of Members (including notice period and quorum)
INDEVOR will hold an Annual General Meeting of Members to present updates on finances (booked by Alumni Relations and validated by INDEVOR leadership), membership, other housekeeping and to plan initiatives. Members will be given a minimum of 15 working days’ notice of the annual meeting.
The ExCo may also call an Extraordinary General Meeting with not less than 15 working days’ notice to Members.
The quorum for the Annual General Meeting and for Extraordinary General Meetings will be set by the ExCo at a level appropriate to the total number of Members, but will not be fewer than ten Members. ExCo Members are considered part of the quorum.
ExCo Size, Role and Limits of Action
INDEVOR will be governed by an Executive Committee ( ExCo) with a minimum of five members and a maximum of nine members. Additional, ex-officio members may also be appointed by the ExCo to represent the IAA and/or other INSEAD entities, and/or to advise the ExCo on best-in-class initiatives.
The ExCo will communicate with Members virtually and through in-person forums. The ExCo will keep the IAA and INSEAD informed of its deliberations and decisions.
The ExCo may request the assistance of Members in acting as Ambassadors or in working groups to achieve tasks that accord with the objectives of INDEVOR. Members working on such delegated tasks are required to act in accordance with this Charter and will report to a nominated ExCo Member as appropriate.
The ExCo may provide advice and make recommendations to INSEAD. The ExCo may serve as a consultative body to INSEAD on social and environmental impact practice and scholarship, curriculum and course design and delivery.
INDEVOR ExCo follows the IAA Code of Conduct
The ExCo cannot bind INSEAD or the IAA to any activities, contracts, partnerships, agreements or other obligations.
Neither the President nor any Member of INDEVOR is an employee of INDEVOR. They will not receive any remuneration from INDEVOR but may, in circumstances defined by the ExCo, receive reimbursement for expenses incurred in the fulfillment of their duties.
ExCo Elections
The ExCo solicits nominations for new members to fill openings via a membership-wide poll at least 30 days before an AGM; a nominations committee interviews nominees and recommends those estimated to best fill open slots. The ExCo votes on recommendations and presents its proposed slate for ratification at the next Annual General Meeting.
Terms of ExCo Members
ExCo Members are elected for a three year term, renewable two times.The ExCo President is eligible to serve a maximum of two terms in that role, at which time they may rotate off the committee or be nominated for a different role.
Resignation and Termination of ExCo Members
An ExCo Member may resign unilaterally in writing to the President at any time. Any vacancies on the ExCo may be filled by invitation from the President, with such appointments to be ratified at the following AGM.
An ExCo Member who becomes ineligible to be a Member of INDEVOR will have their appointment as a ExCo Member terminated.
President and Other Officers
The ExCo will elect its own President and other officers, as deemed desirable or necessary by the ExCo, from among the ExCo Members.
ExCo Meetings and Quorum
The ExCo will meet at least four times each year. It shall determine the dates, times and locations of the meetings. An agenda and minutes shall be prepared for each meeting. The ExCo will ensure that the INDEVOR objectives are implemented in consultation with INSEAD and the IAA. It will account to Members at the Annual General Meeting in a presentation by the President or his/her delegate.
The quorum for ExCo decisions is a majority of ExCo Members. The ExCo will delegate powers and responsibilities to individual ExCo Members as appropriate and may also establish a schedule of reserved powers.
ExCo Members and invited attendees may use technology (including, without limitation, telephone, teleconference and/or other conferencing technologies) for attendance at ExCo Meetings.
Indemnification of ExCo Members
In the absence of fraud or wilful misconduct, ExCo Members are not liable for the acts, receipts, neglects, defaults, losses, conversion, misapplication, damage or expenses of INDEVOR.
Independent Contractors
Nothing in this Charter shall oblige Members to enter into a contract concerning the subject matter described in the Objectives section above. No such contract shall be deemed to exist unless and until an agreement in writing is formally executed by the Member(s) concerned.
The Members are independent Contractors. This Charter is not intended to, nor shall it be construed as creating, a joint venture, partnership or other form of business association between the ExCo and the Members. No Member or Members shall act to bind any other in any way, nor shall they represent that they are in any way responsible for the acts of the other Members.
Nothing in this Charter shall prevent Members from entering into similar arrangements with third parties.
No Member or Members shall have authority to make any statements, representations or commitments of any kind on behalf of INSEAD, or to take any action which shall be binding on any other Member or Members, except as may be expressly provided for herein or authorised in writing.
Disputes
Disputes between Members or between a Member and the ExCo will be mediated by a panel composed of an IAA nominee, a delegate of the President and one ex-officio member when appropriate. This panel does not mediate in relation to academic or related matters (e.g. enrolment, fees, assessment or academic misconduct).
Amendment to Charter
This Charter may be amended at General Meetings, provided that Members have been given at least 20 working days’ notice of the proposed amendment. Any amending resolution must be put to a vote of Members at a General Meeting Two thirds of votes cast must resolve to accept the amendment for it to be adopted.
Termination of INDEVOR
INDEVOR may be terminated:
- At the request of the ExCo if membership wanes or purpose drifts or
- at the request of the IAA Executive Committee, if INDEVOR does not, in the reasonable opinion of the IAA Executive Committee, act in the spirit of IAA values and guidelines.
Following termination, all Members’ assets created or received in the framework of INDEVOR (including, but not limited to, funds, intellectual property, awards, membership lists and member communication channels) will be transferred to the IAA.