| Board of Advisors Charter |
Board of Advisors and Advisory Council Charter
Section 1. General
Emerging companies faced with limited resources must be creative in developing external support mechanisms. Boards of advisors are a useful, beneficial means of furnishing expert advice, ideas and diverse opinions to founders, directors and senior management. As a start-up, [Company] can benefit from a working group of advisors composed of prominent, senior level individuals who broaden its resource base, and who can help guide the company's strategy and direction for the next several years.
Section 2. Need
Advisory boards for mature companies are often focused around corporate strategic goals. However, [Company] has two distinct areas of focus - corporate and product - each having ample requirements for advice and counsel around its development, deployment, impact and implications. With this in mind, [Company] proposes to establish two advisory bodies:
∽ A Board of Advisors - focused around Corporate Issues. ∽ An Advisory Council - focused on the Product
Section 3. Scope of Activity
Section 3.1 Advisory Participation Advisors will be expected to facilitate strong networking relationships with top level executives, blue chip businesses, government officials, academic leaders and respected investors, and provide appropriate business and technical advice. Some of the areas where advisory participation is envisioned include:
Section 3.2 Linking Corporate Priorities Advisor participation will be directly linked to corporate goals and priorities.
Section 4. Board of Advisors (BOA)
Section 4.1 Purpose The purpose of the Board of Advisors will be to provide advice, recommendations and guidance to the Board of Directors and the management team of [Company], related to corporate goals and strategy. Advice and recommendations may include strategic direction, finance, technology and standards, infrastructure, administration or other matters felt to be generally relevant to the development, growth and profitability of the Company. The BOA shall function solely as an advisory body.
Section 4.2 Membership This board will have no fewer than 3 or more than 5 members (not including the Chair). Members will be prominent, senior level individuals whose expertise, advice and counsel will be focused corporate goals, priorities and strategy, and help broaden [Company]'s network of senior level contacts. Members will include representatives from the following strategic considerations:
Section 5. [Company] Advisory Council (AC)
Section 5.1 Purpose The purpose of the Advisory Council will be to provide advice, introductions and recommendations to the senior management team and Board of Directors of [Company] regarding the Product in order to help establish [Company] as the premier supplier in its industry. The Council shall function solely as an advisory body.
Section 5.2 Membership The Council will have no fewer than 3 and no more than 5 members. Members of the Council will be made up of prominent, national and internationally recognized individuals that can directly assist [Company] in its development, deployment, impact and implications of its products and services.
Section 6. General Membership
Section 6.1 Appointment All advisors will be approved and appointed by [Company]’s Board of Directors. Members will be appointed to 2-year terms. At the discretion of the Board of Directors, members may be re-appointed for a second 2-year term.
Section 6.2 Membership Composition Membership shall reflect a balance of expertise and viewpoints. Members will be senior level knowledgeable, committed individuals whose interest in volunteering their own time is sustained by appropriate recognition and rewards. Advisors will be recognized experts in disciplines, which can assist in the goals of the company including but not limited to:
m) Government Affairs
Section 6.3 New Member Recommendations Candidates for membership will be sent to the Advisory Chair who will be responsible for due diligence, aggregating background material and presenting the candidate to the Board of Directors for consideration. Examples of background materials may include, but not be limited to, candidate's bios, examples of articles they have written, URL's, and input and recommendations from management team members, marketing, public relations and other advisory Council members. When possible, the Advisory Chair will meet each potential candidate individually prior to a formal submission of the candidate to the Board of Directors. After review and approval, [Company]'s Board of Directors will issue a formal letter of invitation to the candidate.
Section 6.4 Vacancies Vacancy appointments of members shall be filled for the remainder of the unexpired term of the vacancy.
Section 6.5 Compensation Advisors will receive X stock options, priced at the then current price per share. Half the shares (X shares) vest on the first year anniversary of service and the second half (X shares) vest upon the second year anniversary of service.
Section 6.6 Resignation Any member may resign at any time by delivering written notice to the Advisory Chair or the registered office of the corporation, or by giving oral notice at any meeting of BOA or Council. Any such resignation shall take effect at any subsequent time specified therein, or if the time is not specified, upon delivery.
Section 7. Advisor Responsibilities and Expectations
Section 7.1 Hours and Method of Interaction Members will be expected to contribute a 4-6 hours of time a month. Members may choose to interact in a variety of ways depending upon their personal availability, scheduling and area of desired interaction. The following are examples of, but not limited to, what an advisor member could choose to:
Section 7.2. Access to Information Advisors will be provided sufficient access to information about the corporate, specific programs, polices and or initiatives so that they can offer useful advice and support. They will be expected to provide regular feedback on company strategies, programs and plans, and be responsive to a reasonable number of questions and requests for assistance from [Company]’s board and management team via phone, e-mail and the web site on a monthly basis.
Section 7.3 Time in Excess of Agreed Upon Commitment [Company] should try to the greatest extent possible to keep to the agreed upon hours per month. However, if an advisor is asked to contribute time in excess of the 4-6 hours per month, the Board of Directors should be prepared to enter into a Consultancy contract with the advisor. Compensation will be mutually agreed upon between all parties. Since advisors will be interacting with various managers and directors at any given time, it is important that the Advisory Chair be kept current on the hours contributed by each advisor.
Section 7.4 Collateral Materials Each advisor member will receive an orientation package which will include, but not be limited to, collateral materials such as business cards, brochures, a presentation "walk through" book, briefing materials, technical specifications.
Section 8. [Company] Responsibilities
Section 8.1 Board of Directors and Senior Management Team It will be the responsibility of the Board of Directors and members of the senior management team to clearly and consistently communicate their expectations for advisory board members roles in regards to needed advice and service.
Section 8.2 Types of Communication Contact between members of the Board of Directors or senior management and advisors should be grounded i.e. prior to contacting an advisor, a specific goal, a specific task or the kind of specific advice needed should be defined.
Section 9. Advisory ChairSection 9.1 Appointment The Advisory Chair will be approved and appointed by [Company]’s Board of Directors for a term of two years or until resignation or removal upon a formal vote of the Board of Directors. The Advisory Chair will report directly to the Chairman of the Board.
Section 9.2 Position The Advisory Chair will serve as Chair/Facilitator of meetings of the Board of Advisors and the Advisory Council, act on behalf of and represent either advisory body as necessary and in coordination with the Board of Directors, and attend meetings of [Company]'s Board of Directors as an ex officio member.
Section 9.3 Expectations Responsibilities of the Chair will include but not be limited to:
Section 9.3 Point of Contact The Chair will act as Point of Contact for both advisory bodies, and assist with requests for advice and/or action by Directors and or senior management. Directors or senior management may ask the Advisory Chair to make the contact and request assistance from a specific advisor, or may choose to contact the advisor directly. However, any request or direct contact to an advisor, and the result of that communication, is to be communicated to the Advisory Chair (i.e. Cc.'d via email).
Section 10. Meetings
Section 10.1 Annual Meeting [Company] recognizes that advisor members will take valuable time from their busy schedules to provide guidance and support, therefore, [Company] will host a face-to-face meeting of the BOA and Council once a year.
Section 10.2 Place of Meetings Meetings shall be held at either the principal office of the corporation or at such other place within or without the state of [State] as the Board of Directors.
Section 10.3 Estimated Number and Frequency of Regular Meetings Meetings will be held as needed or as necessary, or as agreed to by members. Section 10.4 Participation by Conference Phone or Electronic Medium Advisors may participate in a meeting by any means of communication by which all persons participating in the meeting can hear each other during the meeting, and participation by such means shall constitute presence in person at the meeting.
Section 10.5 Electronic Discussions A list will be maintained for advisory members, directors and senior management on a secured web site. Access will be password protected, and subscribers will be restricted to advisor members, directors and senior management, however, they will be open to posting by anyone concerned.
Section 10.6 Meeting Minutes Documentation and proceedings of meetings will [at a minimum] be posted to advisor member lists, and will be made available to directors and senior management. Detailed minutes of each meeting of each advisory body shall be kept and shall contain a record of the persons present, a complete and accurate description of matters discussed and conclusions reached, and copies of all reports received, issued, or approved by the committee.
Section 10.7 Travel and Per Diem Expenses Advisor members will be allowed travel and other out-of-pocket expenses as authorized by policy established by the Board of Directors, and shall be reimbursed costs of attendance of meetings requested by [Company].
Section 11. Communication
Section 11.1 Web Site A web site will be established to facilitate ongoing communication between advisors, directors and senior management. The Advisory Chair will work with [Company]'s web team to design and develop a secure system of interaction and e-mail communication for members, and create a method for balanced interaction between advisor members, the Board of Directors and management team members. The site is envisioned to incorporate such items as links to advisor member sites (i.e. articles, up-coming speaking engagements, publications), a monthly priority needs list, and to act as a central clearinghouse for interaction between advisors, Board of Directors and the senior management team.
Section 11.2 Email Email will be the preferred method of communication. Any advisors, however, who do not have access to email will be contacted via telephone and/or fax.
Section 11.3 Calendar An ongoing, quarterly activity calendar of involvement will be maintained and accessible via the web site. Detailed information with priorities will be available.
Section 12. Legal
Section 12.1 Non-Disclosure and Confidentiality Advisors shall sign a non-disclosure and non-competition agreement.
Section 12.2 Intellectual Property Assignment Advisors agree that the ideas, strategies, programs and other intellectual capital they contribute as part of their role becomes the sole and exclusive property of [Company].
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This document reflects the thoughts and agreement of the Board of Directors, founders and senior management of [Company], and has been approved by its Directors at their meeting of [Date}.
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