Charter of the INDEVOR Global Impact Network
Effective Date: 1 January 2018
Name of the Global Club
The “INDEVOR Global Impact Network” (“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 will be ratified at the first subsequent Annual General Meeting of INDEVOR.
To employ and encourage others to employ Business as a Force for Good in society.
The objectives of INDEVOR are:
- to employ and encourage members of the INSEAD community to employ Business as a Force for Good in society;
- to promote INSEAD’s social impact clubs, groups, events and initiatives;
- to assist INSEAD in promoting scholarship related to social impact;
- to establish and encourage participation in INDEVOR activities;
- to support effective deployment of social impact capital;
- to advise and inform members of the latest news, events, networking and continuing professional development opportunities in social impact generally and in relation to INSEAD programmes in particular; and
- to facilitate communication between potential and current INDEVOR members, National Alumni Associations (“NAA’s”) and INSEAD.
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”) and may request administrative assistance 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 an honorary Secretary from among its Members.
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 social impact programmes, may become a Member of INDEVOR by registering their interest through the Global Clubs section of the MyINSEAD portal.
Any alumnus/a who has been a member of INDEVOR for at least 1 year is eligible for election to the INDEVOR ExCo.
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 emphasised that the ExCo should act reasonably and will provide an opportunity for a Member to present any mitigating circumstances before terminating their Membership. 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. Unless the ExCo decides otherwise, this will be organised around an annual INDEVOR Forum, typically held in either Fontainebleau or Singapore.
Members will be given a minimum of 15 working days’ notice of the 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.
The Original ExCo was formed of ExCo Members serving on the 1st January 2018, the date on which the first INDEVOR Charter was approved.
ExCo Size, Role and Limits of Action
INDEVOR will be governed by a 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 electronically and through 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 impact practice and scholarship, curriculum and course design and delivery.
The ExCo may adopt Rules, including a code of conduct, that facilitate fulfilling its functions.
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 fulfilment of their duties.
With the exception of the Original ExCo and those nominated by the President but not yet ratified at a General Meeting, the ExCo is composed of Members who have been elected at an Annual General Meeting.
Terms of ExCo Members
ExCo Members are elected for a three year term. They are eligible to serve a maximum of two terms.
Election of ExCo Members
Following the adoption of this Charter, the ExCo will arrange for an appropriate number of new ExCo Members to be put up for election at each Annual General Meeting. Those ExCo Members who have already served a three-year term will either put themselves up for re-election or resign.
Applications for ExCo membership will be sought a minimum of 30 working days before the AGM. Applicants will require endorsement of their nomination by two other Members.
The ExCo will appoint a Nominations Sub-Committee to review applications from Members. When considering applications, the Nominations Sub-Committee will take into account matters including, but not limited to, academic qualifications, board experience, the skills and competencies required by the ExCo to meet the needs of INDEVOR and obligations under this Charter. The Nominations Sub-Committee may conduct interviews, either face-to-face or by electronic means as appropriate and will nominate candidates for appointment to the ExCo.
Nominated Members will then be proposed for ratification or re-election as appropriate.
The AGM Notice of Meeting will include resolutions proposing Nominated Members for election or re-election to the ExCo as appropriate. Members may vote in respect of these resolutions in an online ballot before or during the AGM.
Any unfilled vacancies on the ExCo may be filled by invitation from the President, with such appointments to be ratified at the following AGM.
Resignation and Termination of ExCo Members
An ExCo Member may resign unilaterally in writing to the President at any time. Following the resignation of a ExCo Member, the President may invite a further eligible Member to join the ExCo pending the next election of ExCo Members.
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.
The President will:
- oversee the conduct of INDEVOR business;
- coordinate the agenda for ExCo Meetings and General Meetings;
- chair ExCo Meetings and the AGM;
- approve minutes;
- liaise with INSEAD and the IAA;
- liaise with ExCo Members;
- promote appropriate communication with Members; and
- represent the ExCo in communications with stakeholders including INSEAD, the IAA and their sponsors and partners.
The President may delegate his/her activities to other officers.
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 short Annual Report and a presentation by the President or his/her delegate.
The quorum for ExCo decisions is four 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.
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 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 secret ballot of Members at a General Meeting and to other Members by electronic voting. 60% 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, for instance if the area of interest no longer attracts critical mass or if suitable leadership cannot be found; 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, intellectual property, awards, membership lists and member communication channels) will be transferred to the IAA.
This Charter is governed by and shall be construed in accordance with the laws of Singapore. Non-contractual obligations (if any) arising out of or in connection with this Charter shall also be governed by the laws of Singapore. All parties submit to the exclusive jurisdiction of the courts of Singapore as regards any claim, dispute or matter (whether contractual or non-contractual) arising out of or in connection with this Charter or any of the documents to be entered into pursuant to this Charter.