Membership Policies and Benefits Revised April 2014 Contents 4 Introduction 4 BSR Membership Agreement 4 About BSR 5 Membership Benefits 6 Corporate Membership 6 Eligibility 6 Memberships for Individuals and Sole Proprietors 6 Corporate Membership Dues 7 Engagement Options 8 Participation in Collaborative and Grant-Funded Initiatives 8 Parent/Subsidiary Membership 9 » Company » Headquarters » Branch » Parent » Subsidiary Mergers and Acquisitions » 9 Earliest Renewal Date Sequential Memberships » Parent Company Membership Absorbs Subsidiary’s Existing Membership » Parent Membership Remains Distinct From Subsidiary’s Membership 9 Member Company Spin-outs (continued next page) 10 Associate Membership 10 Eligibility 10 Membership for Individuals and Sole Proprietors 10 Associate Membership Dues 11 Member Dues 11 Payment Information 11 BSR Member Dues: Not Tax Exempt 12 Terms of Membership 12 Non-Endorsement 12 Non-Solicitation and Business Development Policy 12 Use of BSR Name and Logo Policy 12 Privacy Policy 12 Confidentiality Policy 13 Membership Term 13 Primary Contact 14 Renewals » Renewal Notice » Dues Obligations 14 Cancellation of Membership 14 Contact Member Services Introduction This document outlines BSR membership policies and benefits. BSR reserves the right to update and/or amend the contents of this document at any time. If you have questions or require additional information, please contact Member Services at [email protected]. BSR Membership Agreement To commence or renew your Membership, a primary contact must sign a BSR Membership Agreement. This agreement represents a binding contract with BSR for annual membership. The agreement must be signed each year to signal the member organization’s official agreement to renew and to avoid the suspension of benefits or cancellation of the membership. BSR will issue an invoice for payment upon receipt of a signed Membership Agreement. Membership becomes effective upon the date signed. Payment is due upon the effective date and must be paid within 30 days. About BSR BSR works with its global network of over 250 member companies to build a just and sustainable world. From its offices in Asia, Europe, and North and South America, BSR develops sustainable business strategies and solutions through consulting, research, and cross-sector collaboration. Visit www.bsr.orgfor more information about BSR’s more than 20 years of leadership in sustainability. Membership Benefits BSR provides member companies with an extensive set of CSR solutions designed to support and enhance their knowledge, collaboration, and action on CSR issues. US$11K+ Dues Level Corporate US$5K+ Dues Level Corporate US$2.5K+ Dues Level Associate Unlimited subscriptions to BSR Insight newsletter and participation in members-only Sustainability Matters webinars held year-round ★ ★ ★ Discount of 33 percent on standard consulting rates ★ ★ Dedicated account representative, plus access to global staff expertise ★ Customized support from a menu of engagement options ★ Annual meeting with BSR account team to discuss strategy and emerging trends ★ Access to suite of Collaborative Initiatives to learn, work, and drive change across topics, regions, and functional areas * ★ ★ Opportunities to participate in global grant-funded sustainability initiatives and research * ★ ★ Participation in a designated BSR Collaborative Initiative at no extra cost, or credit to participate in any other BSR initiative * ★ Access to new online Member Center enabling networking among members and customization of content ★ ★ ★ Ongoing networking and discussions through curated online groups on sustainability topics and collaborations ★ ★ ★ ★ ★ ★ ★ ★ Discount on BSR Conference and select events Participation in annual spring events in regions and series of smaller industry- and issue-based events year-round *See Participation in Collaborative and Grant-Funded Initiatives Corporate Membership Eligibility BSR is dedicated to working with business to achieve a just and sustainable world. We pursue our mission in part through an open membership policy, which makes all companies interested in improving their approach to corporate social responsibility (CSR), regardless of sector, location, or other factors, eligible to join BSR. BSR does not set a standard for CSR performance that must be achieved as a condition of membership. BSR reserves the right to refuse entry into the membership should it deem the organization to be inconsistent with its mission. Membership for Individuals and Sole Proprietors BSR does not offer individual memberships. Interested sole proprietors, professionals, MBA students, and others may join our sister organization, Net Impact. To learn more, please visit www.netimpact.org. Corporate Membership Dues Annual Revenue Annual Dues Less than US$1 billion US$5,000 US$1 billion – less than US$5 billion US$11,000 US$5 billion – less than US$10 billion US$16,500 US$10 billion – less than US$20 billion US$22,000 US$20 billion – less than US$50 billion US$27,500 US$50 billion or more US$33,000 Corporate membership dues are based on a company’s total consolidated annual revenues for the most recently completed fiscal year for which audited financial statements are available. In the case of publicly held entities, public records will be used to verify the annual revenue and resulting dues level. In the case of privately held entities, the member company must provide documentation that verifies annual revenue. Acceptable forms of documentation include: » » Copy of audited financial statements » Signed statement on company letterhead from the company’s CFO or Controller indicating the company’s annual revenue or the applicable revenue bracket Copy of page 1 and signature page of most recent IRS return for U.S.-based corporations, or equivalent documentation for corporations outside of the United States Please see the Member Dues section for further information. Engagement Options Members at the US$11,000 dues level and above are entitled to one of the following engagement options at no extra cost: Training Emerging issue briefing Report Review Collaborative Initiative Alternatively, members at the US$11,000 dues level and above may apply consulting credit towards an Advisory Services project valued at US$30,000 or more Consulting credit is allocated as follows: Annual Dues Consulting Credit US$11,000 - US$20,000 US$5,000 US$20,000 – US$30,000 US$7,500 US$30,000+ US$10,000 For more details regarding the engagement options, please refer to this overview. For more details regarding the collaborative initiatives, please refer to this overview. If a member company does not select an engagement option with 180 days of the date they join BSR or their annual renewal date, the offer will expire. If a member company selects the option of apply consulting credit to an Advisory Services project, BSR must receive a signed proposal by the end of the membership term. Any unused credit will automatically expire at the end of the membership term and will not roll over into the new member year. Consulting credit from more than one member year may not be combined on one Advisory Services project, nor can it be applied to more than one Advisory Services project. Participation in Collaborative and Grant-Funded Initiatives “BSR Collaborative Initiative” is defined as a BSR-sponsored and led multi-organization effort to understand, analyze, and take action on an issue or industry concern. Participation in a BSR Collaborative Initiative is subject to approval. If a member selects participation in a Collaborative Initiative as its free or discounted engagement option, participation status will be approved within 15 days. Depending on the Collaborative Initiative, the member may also be asked to sign an addendum in order to confirm participation. Opportunities to participate in grant-funded initiatives vary from year to year. Parent/Subsidiary Membership When a parent company joins BSR, membership dues are based on the annual revenues of the parent company and all its subsidiaries. The benefits of the parent company’s membership will be applied to direct employees of that parent company and may be shared with employees within any subsidiaries over which the parent has operational control. A subsidiary company may join BSR independently of the parent company in selected circumstances; the parent company does not need to be a BSR member. Membership dues for the subsidiary are based on the annual revenues of the subsidiary as identified in audited financial statements. The features and benefits of the subsidiary’s membership are restricted to employees of that subsidiary and may not be shared with employees of the parent company. BSR membership may not be held by individual branches, brands, business units, committees, franchises, sectors, departments, functional groups, operating groups, divisions, or sales offices without express consent of BSR. BSR considers and allows exceptions to this policy where there is strong evidence that a 1) global parent membership will be considered in the future, and/or 2) the operating unit presents a significant opportunity to create positive impact through a relationship with BSR. COMPANY Definition: A privately owned or publicly traded business entity engaged in legal commerce for the profit of shareholders and/or owners. Companies are defined as corporations or limited liability partnerships (LLP’s) with more than 50 employees. HEADQUARTERS Definition: The main office of a company; implies the existence of a branch or operation reporting to it. Also called head office. BRANCH Definition: A secondary location of a company reporting to a main office called headquarters. Branches carry the same name as their headquarters and can report only to them. Branches are not considered subsidiaries. PARENT Definition: A company with more than 50 percent of the voting stock of another company or corporation (the subsidiary), therefore fully or partially controlling the subsidiary. Parent companies may include conglomerates. SUBSIDIARY Definition: A separately registered company with more than 50 percent of its voting stock owned by another company (the parent), therefore either fully or partially controlled or owned by that other company, and the revenues, profits, and losses of which are absorbed by the controlling (parent) company. Subsidiaries may include geographic locations of a company’s operations as well as joint ventures. Mergers and Acquisitions In the event that a member company merges with or acquires another member company during the membership term, each company will retain separate memberships until the earliest renewal date for either company. Membership dues for the new, merged company will be due based on the total revenues of the merged company. No credit will be given for outstanding months of the later renewing company’s membership dues. All relevant parent/subsidiary rules apply to the merged company. EARLIEST RENEWAL DATE Definition: Of the renewal dates for the merged companies, that renewal date which falls earliest in the calendar year. Sequential Memberships A subsidiary and its parent company may each hold individual memberships; the subsidiary is not required to relinquish its membership should its parent company join. PARENT COMPANY MEMBERSHIP ABSORBS SUBSIDIARY’S EXISTING MEMBERSHIP If a parent company joins after a subsidiary is already a BSR member, and the subsidiary does not wish to maintain its own membership, the parent may receive an adjustment on the amount of its first year membership dues. This adjustment will be valued at 50 percent of the subsidiary’s paid dues, prorated based on the remaining months of the subsidiary’s existing membership. The adjustment will be made at the time the parent company joins. PARENT MEMBERSHIP REMAINS DISTINCT FROM SUBSIDIARY’S MEMBERSHIP Where a subsidiary desires its own primary contact and direct access to BSR staff expertise, the subsidiary’s membership must hold its own membership, separate from that of its parent company. If a subsidiary chooses to maintain its own membership separate from the parent, then no sequential membership discount may be given to the parent as described above. Annual membership dues for a subsidiary wishing to retain its membership will be 50 percent of the normal dues rate, determined by the subsidiary’s annual revenues. This special subsidiary annual membership dues rate applies regardless of whether or not the parent or subsidiary was the initial member. Member Company Spin-Outs When a member company spins out into multiple companies, the existing membership will remain for the duration of the current membership term, with member benefits extended to the new companies. The companies must start separate memberships upon the next renewal date. In the case of members due to renew and also due to spin out into multiple companies after the renewal date, the membership should be renewed with the existing member company for the full membership term, with member benefits extended to the new companies when they come into existence. The companies must start separate memberships upon the following renewal date. Associate Membership Eligibility Non-company entities actively engaged in CSR activities are eligible to join BSR as Associates based on the criteria below. BSR retains the right to review Associate member candidacy on a case-by-case basis to ensure that membership would be mutually beneficial for the entity, BSR, and BSR’s member companies. Entities eligible for Associate membership are: » Nonprofit entities » Academic institutions with programmatic focus on sustainability and responsibility issues » Corporations with annual gross revenue of less than US$1 billion Except for corporations, organizations that fit one of the preceding criteria must also meet one, but not all, of the criteria below. » Organizational mission is aligned with advancing sustainability and responsibility objectives and practices » Organizational revenues/operating budget must be under US$100 million, with the exception of private foundations » More than 50 percent revenue/budget comes from membership donations or private foundations BSR funders who provide at least US$10,000 in funding annually will be granted Associate member status for the period of funding. All other types of organizations are eligible for BSR Corporate Membership. Benefits and features of membership are restricted to direct employees of the organization and are not available to members of the organization, as the following examples illustrate: ACADEMIC INSTITUTIONS BSR features and benefits are only available to faculty and other direct employees of the school and are not available to students or alumni. Passwords and access to benefits may not be shared in the context of project or course work. NGO AND OTHER MEMBERSHIP-BASED ORGANIZATIONS BSR features and benefits are restricted to employees of the organization and may not be shared with members of the business association. Membership for Individuals and Sole Proprietor BSR does not offer individual memberships. Interested sole proprietors, professionals, MBA students, and others may join our sister organization, Net Impact. To learn more, please visit www.netimpact.org. Associate Membership Dues Annual membership dues for all eligible organizations are US$2,500. For nonprofit organizations, BSR reserves the right to request proof of nonprofit status and/or other supporting materials to confirm eligibility as an Associate. For eligible corporations, associate membership dues are based on a company’s total consolidated annual revenues for the most recently completed fiscal year, for which audited financial statements are available. Please see the Member Dues section for further information. Member Dues Payment Information Membership dues must be paid in advance and in full and are non-refundable. Non-payment of membership dues constitutes a breach of contract and will result in immediate cancellation of membership. BSR accepts payment by checks in U.S. funds drawn on U.S. financial institutions (made payable to “BSR”), wire transfer, or credit card (VISA, MasterCard, or American Express), Payment in non-U.S. currencies is accepted only by wire transfer (contact [email protected] for details). BSR Member Dues: Not Tax Exempt While BSR is chartered in the United States as a 501(c) 3 public benefit nonprofit organization, member companies cannot claim their annual membership dues as a tax-exempt charitable contribution because they receive services and benefits in return for their annual membership dues. All contract amounts are exclusive of VAT for countries where VAT is applied. Terms of Membership The following policies apply to both Corporate and Associate memberships. Non-Endorsement Member organizations may not use BSR membership as an endorsement of their CSR policies or practices. Non-Solicitation and Business Development Policy Commercial member-to-member solicitation is prohibited and may result in membership termination. BSR respects the privacy of confidential and personal information and does not share member information with third parties. BSR reserves the right to suspend or cancel membership related to violations of this policy. Use of BSR Name and Logo Policy The BSR logo and word mark are proprietary and may not be used without permission, nor may they be used as a statement of endorsement. Paid members in good standing may include the BSR logo, a statement of membership, and/or a link to the BSR website (www.bsr.org) on their company’s website only with prior approval from BSR Member Services or under special circumstances as defined by BSR (such as under a Conference Sponsorship agreement). To obtain permission to use BSR’s word mark or logo, please contact [email protected]. The BSR logo and word mark may not be used by members after membership expiration or cancellation. Privacy Policy BSR’s practice is to make its member list public, and as such, BSR reserves the right to publish the names of member companies in BSR and external communications, including publicizing new member companies via social media channels (e.g., Facebook, Twitter). Members who wish to opt out of these disclosures, and/or make their memberships confidential, may do so by contacting [email protected]. BSR will include contact details for the primary contact of each member company in our Member Directory, which is only available online to paid members in good standing. To “opt-out” from inclusion in this directory, please contact [email protected]. Non-primary contacts may opt in to sharing contact details in the Member Directory. Confidentiality Policy “Confidential Information” means any and all information and material disclosed by the Member to BSR (whether in writing, or in oral, graphic, electronic or any other form) that is marked or identified in writing as confidential or proprietary, or if disclosed orally or in other intangible form or in any form that is not so marked, that is identified as confidential at the time of such disclosure and summarized in writing and transmitted to BSR within thirty (30) days of such disclosure. [Confidential Information, includes, without limitation, any (a) [items set forth on Exhibit A and any other] trade secret, know-how, idea, invention, process, technique, algorithm, program (whether in source code or object code form), hardware, device, design, schematic, drawing, formula, data, plan, strategy and forecast of, and (b) technical, engineering, manufacturing, product, marketing, servicing, financial, personnel and other information and materials of, Company, provided that all of the foregoing are marked or identified in writing as confidential or proprietary in accordance with the procedures set forth above.] Confidential Information shall not include any information that (a) is or has become publicly known through no fault of BSR or its agents; (b) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (c) was rightfully in the possession of BSR without restriction prior to its disclosure by the Member; or (d) is developed by or on behalf of BSR entirely independent of BSR’s performance. BSR membership and related activities are subject to applicable antitrust and competition laws. BSR is a non-profit organization dedicated to helping its members and other companies learn about socially responsible practices. With the exception of information designated by the Member as confidential, BSR reserves the right to disseminate general CSR related learnings developed in working with its members. BSR may use, modify, reproduce, distribute and display the learning developed during the course of the project in educating the general business community provided that such learning is presented in an aggregate form along with other information and data and is not specific to the Member. Except as set forth below, BSR shall hold all Confidential Information in confidence and shall not disclose any Confidential Information to any third party, other than to its employees, agents, or affiliates who need to know such information and who are bound by obligations of confidentiality with respect to such Confidential Information. BSR shall take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Notwithstanding anything to the contrary herein, upon reasonable written notice to the Member, BSR may disclose Confidential Information in response to a valid order by a court or other governmental body or as otherwise required by law. BSR grants to Company, as a BSR member, the right to use for Company’s internal purposes the BSR deliverables for which Company has made payment in full to BSR. Membership Term For new members, the Membership Term is a twelve-month period that begins the month immediately after the effective date on the signed Membership Agreement. For example, if BSR receives a signed Membership Agreement th st th on the 12 of May, the membership term begins June 1 of that year, and ends on May 30 of the following year. st For renewing memberships, the Membership Term is a twelve-month period that begins on the 1 day in the month th the company originally joined BSR, and ends the last day of the 12 month from that date. For example, if the th st membership term ends on June 30 , the renewal date is July 1 . The membership term does not change regardless of the actual payment date. Primary Contact BSR designates one person at each Member Company to be the “Primary Contact,” generally the person who initiated the membership or who acts as the key decision-maker regarding the company’s membership. A member organization may have more than one Primary Contact if necessary. The Primary Contact receives communication from BSR about maintenance and management of the membership and is the person responsible for signing the Membership Agreement each year to officially notify BSR of the organization’s intention to renew. At that time, the Primary Contact may also select their desired engagement option. Renewals RENEWAL NOTICE A Membership Agreement will be issued 75 days prior to the renewal date to notify the Member organization of its impending renewal date. Upon return of a signed Membership Agreement, an invoice will be issued. Payment is due within 30 days of receipt of invoice. DUES OBLIGATIONS If the Member organization experiences a significant change in revenues during the course of the member year, it may be appropriate to adjust the dues obligation. This adjustment is performed during the renewal process. BSR does not refund Member Dues during the course of a member year. To determine the appropriate dues level, please refer to the dues chart on the renewal notice or contact Member Services at [email protected]. Adequate support for the change in revenues must be supplied as detailed in the Annual Membership Dues section above. Cancellation of Membership The following are valid reasons for cancellation of BSR Membership: 1 The Member, at the conclusion of any membership term, may cancel membership by contacting BSR or electing not to sign the Membership Agreement for the renewal year. 2 If the Member fails to sign the renewal Membership Agreement within 30 days following the renewal date, BSR will cancel Membership Benefits. 3 If a Member submits a signed Membership Agreement but fails to submit payment against the invoice within 60 of the invoice date, BSR will cancel Membership Benefits. 4 BSR reserves the right to cancel a membership if a Member organization violates BSR’s Membership Policies and Benefits. Contact Member Services For comments or questions about BSR’s Membership Policies and Benefits, please contact BSR Member Services at [email protected] or call +1 415.984.3200.
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