Membership Policies and Benefits Revised April 2014

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
memberservices@bsr.org.
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 memberservices@bsr.org 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 memberservices@bsr.org. 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 memberservices@bsr.org.
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
memberservices@bsr.org. 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 memberservices@bsr.org. 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
memberservices@bsr.org or call +1 415.984.3200.