Internal Governance

The Investor Stewardship Group, Inc., is a Delaware nonprofit, nonstock corporation. It is an IRS Section 501(c) (6) entity. Its governance documents are included below.

ISG Bylaws

BYLAWS OF THE INVESTOR STEWARDSHIP GROUP, INC.

Incorporated under the Laws of the State of Delaware

Effective August 12, 2019

ARTICLE I

NAME

Section 1.01. Name. The name of the corporation is The Investor Stewardship Group, Inc. (the “Corporation”).

Section 1.02. Address. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company. The location of the Corporation’s registered office in the State of Delaware, and the name of its registered agent at such address, may be changed from time to time in accordance with Delaware law. The principal office of the Corporation is c/o John L. Weinberg Center for Corporate Governance, University of Delaware, Alfred Lerner Hall, Suite 103, 20 Orchard Road Newark, DE 19716, or such other place or places as the Board of Directors may from time to time establish.

ARTICLE II

MEMBERS

Section 2.01. Conditions of Membership. The Members shall be any legal entity that meets the conditions of membership set forth from time to time by the Board of Directors and is approved for membership for Members by the Board of Directors in its sole discretion.

Section 2.02. Member Delegates. Each Member shall designate as its representative a director, officer or employee of such Member (such representative, the “Member Delegate”) in writing who shall represent the Member for purposes of notice, voting and otherwise acting on behalf of the Member. Each Member’s Member Delegate may be changed from time to time upon written notice by the Member Delegate or an executive officer of the Member to the Secretary of the Corporation, and such change shall become effective upon receipt of the notice by the Secretary (or such later date as specified in the notice).

Section 2.03. No Other Members. Notwithstanding any reference to any other entities or persons as “members,” “signatories,” “endorsers” or any other similar designation in respect of the Corporation, or participation by such entities or persons on any Advisory Councils of the Corporation, the only members of the Corporation for purposes of the applicable provisions of the Delaware General Corporation Law shall be the Members as provided in the Certificate of Incorporation or these Bylaws.

Section 2.04. Termination of Membership. Any Member may be expelled from the membership of the Corporation for failure to comply with the terms, conditions and/or qualifications of membership, as determined by the Board of Directors from time to time, including without limitation failure to adhere to the Corporation’s Guardrail Principles, upon the vote of a majority of the Board of Directors present at a meeting at which a quorum is present.

Section 2.05. Meetings of Members; Action by Written Consent.

  1. An annual meeting of Members for the transaction of proper business shall be held each year at a date, time and place, if any, determined by the Board of Directors.
  2. A special meeting of the Members for any purpose may be called at any time by the Board of Directors or the Chairperson. Such a meeting may be held either within or without the State of Delaware on such date and at such time and place, if any, as are designated in the notice of the special meeting.
  3. In lieu of a special meeting, Members may take action by written consent.

Section 2.06. Notice of Meetings of Members. The Chairperson or the Secretary shall cause notice of each meeting of Members to be given in writing to each Member entitled to vote thereat as of the date of such notice: (i) by electronic transmission or (ii) by first class mail, postage prepaid, to such Member’s postal address as shown on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the date of such meeting, except where a different notice period is required by applicable law. Such notice shall specify (i) the date, time and place, if any, of such meeting, (ii) the means of remote communications, if any, by which Members may be deemed to be present in person and vote at such meeting, (iii) in the case of a special meeting, the purpose or purposes for which such meeting is called and (iv) such other information as may be required by applicable law or as may be deemed appropriate by the Board of Directors.

Section 2.07. Quorum; Vote. The presence at any meeting of a majority of the Members entitled to vote thereat shall be necessary and sufficient to constitute a quorum for the transaction of business. Each Member shall have one vote for each matter submitted to a vote. All questions and matters submitted to Members shall, unless otherwise required by applicable law, the Certificate of Incorporation or these Bylaws of the Corporation, be determined by the vote of a majority of the Members entitled to vote, present in person or by proxy at any meeting.

Section 2.08. Waiver of Notice. A waiver of notice of meeting by a Member provided to the Corporation in writing or by electronic transmission, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a Member at a meeting is a waiver of notice of such meeting, except when the Member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01. General Powers. Except as may otherwise be provided by law or by the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of its governing body. The governing body shall be known as the “Board of Directors,” and individual members thereof shall be known as “directors.” The Board of Directors shall have the authority to govern and manage the affairs of the Corporation in accordance with the purposes and principles as set forth in the Certificate of Incorporation and these Bylaws. The directors shall act only as a Board of Directors, and the individual directors shall have no power as such.

Section 3.02. Composition and Size of the Board of Directors. The number of directors that shall constitute the entire Board of Directors shall be fixed from time to time by resolution of the Board of Directors. The initial composition of the Board of Directors shall be the composition of the Steering Committee of the predecessor Investor Stewardship Group association as constituted prior to formation of the Corporation. The composition of the Board of Directors shall otherwise be as determined by the Board of Directors, including such other directors as the Board of Directors may appoint from time to time. Directors will hold office until such director’s death, resignation or removal.

Section 3.03. Meetings of the Board of Directors. The Board of Directors may hold meetings in such place or places within or without the State of Delaware as the Board of Directors may from time to time determine or as shall be specified in the notice of such meeting.

  1. Regular Meetings. Regular meetings of the Board of Directors shall be held at such date, time and place as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required.
  2. Special Meetings. Special meetings of the Board of Directors may be called by a majority of the directors or by the Chairperson. Notice of each special meeting of the Board of Directors shall be in writing and shall be given to each director personally, by mail or by electronic transmission not less than 48 hours prior to such meeting. Such notice shall state the date, time and place of such meeting. Notice sent by mail shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the director at his or her address as it appears on the books of the Corporation.

Section 3.04. Quorum; Voting. At all meetings of the Board of Directors, the presence of a majority of the total number of directors authorized at the time of such vote shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.05. Presence by Telephonic Communications. Members of the Board of Directors may participate in any meeting of the Board of Directors by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 3.06. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.07. Vacancies and Newly Created Directorships. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

Section 3.08. Removal and Resignation of Directors. Any director may be removed from office at any time with or without cause by the affirmative vote of at least a majority of the Members. Any director may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Secretary of the Corporation, and such resignation shall be deemed effective thirty (30) days after receipt unless otherwise provided in such notice. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors or by the officer, if any, who appointed the person formerly holding such office.

ARTICLE IV

OFFICERS

Section 4.01. Officers. The officers of the Corporation shall include a Chairperson, a Secretary and a Treasurer. The Board of Directors from time to time may delegate to any officer the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any number of offices may be held by the same person.

Section 4.02. Election of Officers. The Chairperson, Secretary and Treasurer shall be elected by the Board of Directors to serve for a one (1) year term. Any officer may hold any number of successive terms. Each officer shall hold office until his or her successor shall have been elected or appointed and qualified, or until such officer’s earlier death, resignation or removal.

Section 4.03. Removal and Resignation of Officers; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer granted the power to appoint subordinate officers and agents may remove any subordinate officer or agent appointed by such officer, with or without cause. Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Secretary of the Corporation, and such resignation shall be deemed effective thirty (30) days after receipt. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors or by the officer, if any, who appointed the person formerly holding such office.

Section 4.04. Authority and Duties of Officers; Conflicts of Interest. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these Bylaws, and in any event each officer shall exercise such powers and perform such duties as may be required by law.

Section 4.05. Chairperson. The Chairperson shall preside at all meetings of the Board of Directors and have general control and supervision of the affairs and operations of the Corporation, subject to the control of the Board of Directors. He or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation which have been authorized by the Board of Directors.

Section 4.06. Secretary. The Secretary shall have all powers and perform all duties otherwise customarily incident to the office of secretary, subject to the control of the Board of Directors, and shall have such other powers and perform such other duties as may be specified in these Bylaws or as may be assigned to him or her from time to time by the Board of Directors or the Chairperson. Without limiting the foregoing, the Secretary shall act as secretary of all meetings of Members, the Board of Directors and any committee of the Board of Directors, and the Secretary shall keep a true record of all such meetings in books provided for that purpose. He or she shall keep a register of the membership of the Corporation with the date of admission to membership of the Corporation and the place of residence of each Member. The Secretary shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law.

Section 4.07. Treasurer. The Treasurer shall have all powers and perform all duties otherwise customarily incident to the office of treasurer, subject to the control of the Board of Directors, and shall have such other powers and perform such other duties as may be specified in these Bylaws or as may be assigned to him or her from time to time by the Board of Directors or the Chairperson. Without limiting the foregoing, the Treasurer shall be the chief financial officer of the Corporation and shall have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation.

ARTICLE V

COMMITTEES OF THE BOARD OF DIRECTORS

Section 5.01. Designation of Committees. The Board of Directors may designate one or more committees of the Board of Directors. Each committee shall consist of such number of directors as from time to time may be fixed by the Board of Directors. Each committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation to the extent permitted by law and delegated to such committee by resolution of the Board of Directors.

Section 5.02. Committee Procedures. At any meeting of any committee of the Board of Directors, the presence of a majority of its members then in office shall constitute a quorum for the transaction of business, unless (a) such committee has only one or two members, in which case a quorum shall be one member or (b) a greater quorum is established by the Board of Directors. The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall keep regular minutes of its meetings and report to the Board of Directors when required. The Board of Directors may adopt other rules and regulations for the government of any committee not inconsistent with the provisions of these Bylaws, and each committee may adopt its own rules and regulations of government, to the extent not inconsistent with these Bylaws or rules and regulations adopted by the Board of Directors.

Section 5.03. Vacancies on Committees. If a vacancy occurs in any committee of the Board of Directors for any reason the remaining members of the committee may continue to act if a quorum is present. A committee vacancy may be filled by the remaining members of the committee.

ARTICLE VI

ADVISORY COUNCILS

Section 6.01. Advisory Councils. The Board of Directors may designate or disband one or more advisory councils which shall be authorized to act in an advisory capacity to the Board of Directors or any committee thereof. Each advisory council shall consist of such number as from time to time may be fixed by the Board of Directors. Participants in any advisory council may, but need not, be directors of the Corporation. No advisory council, and no individual member of any advisory council, as such, shall have the power and authority to take action by or in the name of the Corporation. The Board of Directors may in its sole discretion form the following advisory committee or others:

  1. The Governance Advisory Council shall assist and provide advice or recommendations to the Board of Directors relating to developing and updating governance structure, policies and practices and such other matters as are set out in the Governance Advisory Council’s Charter or as may otherwise be assigned by the Board of Directors.
  2. The Marketing and Communications Advisory Council shall assist and provide advice or recommendations to the Board of Directors relating to marketing and communications policies and practices and such other matters as are set out in the Marketing and Communications Advisory Council Charter or as may otherwise be assigned by the Board of Directors.

ARTICLE VII

INDEMNIFICATION AND ADVANCEMENT

Section 7.01. Indemnification.

  1. Each person who was or is a party or is otherwise threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which this Bylaw is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or advancement of expenses pursuant hereto is sought or at the time any Proceeding relating thereto exists or is brought), a director or executive officer of the Corporation or, while serving as a director or executive officer of the Corporation (hereinafter, a “Covered Person”), shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor of the Corporation by merger or otherwise) to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater indemnification rights than said law permitted the Corporation to provide prior to such amendment or modification), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection with such Proceeding if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. Such indemnification shall continue as to a person who has ceased to be a director or executive officer of the Corporation or ceased serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation, and shall inure to the benefit of his or her heirs, executors and administrators; provided, that except as provided in paragraph (a) of Section 7.03, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors. For purposes of this Article VII, the “executive officers” of the Corporation shall be the persons identified in these Bylaws and/or in resolutions of the Board of Directors as executive officers of the Corporation.
  2. To obtain indemnification under this Bylaw, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) by a majority of Disinterested Directors (as hereinafter defined), even though less than a quorum, or (2) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum, or (3) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (as hereinafter defined), in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant or (4) if a majority of the Disinterested Directors so directs, by a majority vote of the Members of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by the Disinterested Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) days after such determination.

Section 7.02. Mandatory Advancement of Expenses. To the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater rights to advancement of expenses than said law permitted the Corporation to provide prior to such amendment or modification), each Covered Person shall have (and shall be deemed to have a contractual right to have) the right, without the need for any action by the Board of Directors, to be paid by the Corporation (and any successor of the Corporation by merger or otherwise) the expenses incurred in connection with any Proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not, except to the extent specifically required by applicable law, in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter, the “Undertaking”) by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a “final disposition”) that such director or officer is not entitled to be indemnified for such expenses under this Bylaw or otherwise.

Section 7.03. Claims.

  1. (1) If a claim for indemnification under this Article VII is not paid in full by the Corporation within thirty (30) days after a written claim pursuant to Section 7.01(a) of these Bylaws has been received by the Corporation or (2) if a request for advancement of expenses under this Article VII is not paid in full by the Corporation within twenty (20) days after a statement pursuant to Section 7.01(b) of these Bylaws and the required Undertaking, if any, have been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim for indemnification or request for advancement of expenses and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action that, under the General Corporation Law of the State of Delaware, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Disinterested Directors, Independent Counsel or Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Disinterested Directors, Independent Counsel or Members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
  2. If a determination shall have been made pursuant to Section 7.01(b) of these Bylaws that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (a) of this Section 7.03.
  3. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (a) of this Section 7.03 that the procedures and presumptions of this Bylaw are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Bylaw.

Section 7.04. Contract Rights; Amendment and Repeal; Non-exclusivity of Rights.

  1. All of the rights conferred in this Article VII, as to indemnification, advancement of expenses and otherwise, shall be contract rights between the Corporation and each Covered Person to whom such rights are extended that vest at the commencement of such Covered Person’s service to or at the request of the Corporation and (x) any amendment or modification of this Article VII that in any way diminishes or adversely affects any such rights shall be prospective only and shall not in any way diminish or adversely affect any such rights with respect to such person and (y) all of such rights shall continue as to any such Covered Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Covered Person’s heirs, executors and administrators.
  2. All of the rights conferred in this Article VII, as to indemnification, advancement of expenses and otherwise, (i) shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of Members or Disinterested Directors or otherwise both as to action in such person’s official capacity and as to action in another capacity while holding such office and (ii) cannot be terminated or impaired by the Corporation, the Board of Directors or the Members of the Corporation with respect to a person’s service prior to the date of such termination.

Section 7.05. Insurance, Other Indemnification and Advancement of Expenses.

  1. The Corporation may maintain insurance, at its expense, to protect itself and any current or former director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.
  2. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and rights to advancement of expenses incurred in connection with any Proceeding in advance of its final disposition, to any current or former officer, employee or agent of the Corporation to the fullest extent permitted by applicable law.

Section 7.06. Definitions. For purposes of these Bylaws:

  1. Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.
  2. Independent Counsel” means a law firm, a member of a law firm or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Bylaw.

Section 7.07. Notice. Any notice, request or other communication required or permitted to be given to the Corporation under this Bylaw shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

Section 7.08. Severability. If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE VIII

OFFICES

Section 8.01. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at the address as provided in the Certificate of Incorporation.

Section 8.02. Other Offices. The Corporation may maintain offices at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE IX

GENERAL PROVISIONS

Section 9.01. Conduct of Business. The Corporation shall at all times conduct its business and affairs so as to qualify and remain qualified as exempt from federal income tax under section 501(c))(6) of the Internal Revenue Code of 1986, as amended.

Section 9.02. Execution of Instruments. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the Board of Directors or any officer of the Corporation authorized by the Board of Directors may authorize any officer or agent of the Corporation to enter into any contract or to execute and deliver any instrument for, in the name and on behalf of the Corporation.

Section 9.03. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors; provided, however, that if such fiscal year is not fixed by the Board of Directors and the selection of the fiscal year is not expressly deferred by the Board of Directors, the fiscal year shall be the calendar year.

Section 9.04. Deposits. All monies received by the Corporation shall be deposited promptly to the credit of the Corporation in such banks, trust companies or other depositories that are insured by the Federal Deposit Insurance Corporation as the Board of Directors may select.

Section 9.05. Payments. All checks, drafts, notes or other orders for payment of money or other evidence of indebtedness issued in the name of the Corporation may be signed by one of the following: the Chairperson, the Treasurer or the Board of Directors’ authorized designee.

Section 9.06. Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 9.07. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

ARTICLE X

AMENDMENT OF BYLAWS; CONSTRUCTION

Section 10.01. Amendments. Unless otherwise provided in the Certificate of Incorporation, these Bylaws may be amended, altered or repealed by the Board of Directors or by the affirmative vote of a majority of the Members entitled to vote generally in the election of directors. No amendment, alteration, change or repeal of these Bylaws shall be effected which will result in the denial of tax-exempt status to the Corporation under section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

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ISG Corporate Governance Guidelines

CORPORATE GOVERNANCE GUIDELINES OF
THE INVESTOR STEWARDSHIP GROUP, INC.

Effective January 23, 2020

Director Responsibilities

Directors are expected to serve to the best of their abilities and to fully comply with their fiduciary duties. The directors shall be entitled to have ISG purchase reasonable directors’ and officers’ liability insurance on their behalf, to the benefits of indemnification to the fullest extent permitted by law and ISG’s charter and bylaws, and to exculpation as provided by state law and ISG’s charter.

They are expected to attend meetings of the board of directors (the “Board”) and meetings of any committee on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. The Board, as a whole, is expected to meet at least once annually.

If (1) any Director does not attend three Board meetings in a one-year period, or (2) any Director’s principal occupation or business association changes substantially from the position he or she held when originally appointed to the Board (including without limitation a Director changing his or her position with an affiliated ISG fund member or ceasing to be so affiliated), he or she will be required to submit his or her resignation to the Board, which may accept or decline such resignation in its discretion.

The Chairperson of the Board (the “Chairperson”) will establish the agenda for each Board meeting. At the beginning of the year the Chairperson will establish a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). Each Board member is free to suggest the inclusion of items on the agenda. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting.

Board Committees

As provided in the Bylaws, standing or temporary committees of the Board may be appointed from time to time.

The Board will initially have a Nominating Committee. The chairperson of the Nominating Committee will be nominated by the Chairperson and approved by a majority vote of the Board to serve a one (1)- year term of office. There is no limit as to how many times a director may serve as the chairperson of any committee of the Board.

The chairperson of any committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The chairperson of each committee, in consultation with the appropriate members of the committee, will develop the committee’s agenda. All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose if the minutes are maintained in paper form and shall be maintained in the electronic files if the minutes are maintained in electronic form. The committees shall report the same to the Board at its next meeting.

Advisory Councils

As provided in the Bylaws, standing or temporary advisory councils may be appointed from time to time with such membership as the Board determines appropriate.

ISG will initially have a Marketing and Communications Advisory Council and a Governance Advisory Council. The chairperson of any Advisory Council will be determined by a majority vote of such Advisory Council to serve a one (1)-year term of office. There is no limit as to how many times a person may serve as the chairperson of any Advisory Council.

Amendment of the ISG Framework

Background.

The ISG Framework, which includes the Corporate Governance Principles and the Stewardship Principles, was developed over a two-year period by the founding signatory and endorser members. With regard to the Corporate Governance Principles, it represents the foundational set of investor expectations about corporate governance practices in U.S. publicly listed companies. Collectively, the members of ISG are supportive of the Framework, though individual members may differ on specific standards as outlined in their public-facing voting policies and guidelines.

It is anticipated that amendments to the Framework will not occur on a frequent basis and will only occur when there is a consensus that the individual guidelines and principles of the ISG membership base, broadly, contain information that would set a new foundational view with respect to a particular issue.

Process for Proposing an Amendment to the ISG Corporate Governance Principles or Stewardship Principles.

Any ISG member may submit a proposal to amend the Corporate Governance Principles or Stewardship Principles if it is of the view that the ISG membership base has already broadly adopted the practice, policy or principle and that therefore, it is appropriate to consider amending the ISG Principles. The proposal should be submitted to the ISG Governance Advisory Council by sending an email with the proposal to info@isgframework.org.

The window for ISG members to propose amendments is open from Jan. 1 to Feb. 28 of each calendar year beginning in 2019.

When submitting a proposed amendment, the member should include the following with the proposed text:

  • A statement of why the amendment is necessary and the intended impact;
  • An assessment of how the current Principles and associated rationale and explanations fail to address the topic being suggested; and
  • A summary of the prevalence of the proposed amendment in ISG members’ public disclosures.

Any of the Governance Advisory Council and Board may edit the language of any proposed amendment to ensure the principle is broadly applicable prior to submitting the proposed amendment to ISG’s members for consideration.

Process to be Employed by the ISG Governance Advisory Council in Considering Proposed Amendments.

The ISG Governance Advisory Council will meet to discuss any proposed amendments and make recommendations to the Board. Factors to be considered in such recommendation include, but are not limited to:

  • Regulatory considerations (e.g. has something changed with regard to U.S. legal or listing standards?);
  • The prevalence of the proposed principle in ISG members’ public disclosures;
  • The proponent’s case for making the amendment; and
  • The impact of the amendment on other ISG principles.

Recommendations to amend the ISG Corporate Governance Principles or Stewardship Principles will not be forwarded to the Board without the approval and recommendation of the Governance Advisory Council.

Process to be Employed by the Board in Considering Proposed Amendments Recommended by the Governance Advisory Council.

The Board will evaluate any amendments submitted by an ISG member and recommended by the Governance Advisory Council. Any proposed amendments will require the support of a majority of the Board to proceed. The Board has final approval as to whether or not a proposed amendment is both appropriate and timely for consideration by the full ISG membership (both signatory and endorser members in good standing).

  • If the Board is of the view that the proposed amendment is not yet ready for consideration, there will not be an all-member vote at that time.
  • If the Board is of the view that the proposed amendment is ready for consideration, it will be included in the all-member vote.
  • Following the review and decision by the Board on each proposed amendment, all ISG members will be notified of the proposed changes with no less than five months advance notice of the vote to approve the amendments. Each amendment will be voted on separately and each ISG member has one vote per amendment. If a majority of the members in good standing votes in favor of the amendment, the amendment will become effective.
  • The Board will then amend the Principles and disclose the change publicly on the ISG website.
  • Notwithstanding a member’s vote, when revised ISG Principles are published, every member organization (both signatory and endorser members) is considered supportive of the entirety of the ISG Principles unless they decide to withdraw their membership by sending an email to info@isgframework.org.

Nominations for Directors

After participation in one or more Advisory Councils of ISG for at least one year, members may submit nominations for directors (including self-nominations) to the Nominating Committee. The Nominating Committee will review such nominations and make a recommendation to the Board.

In considering nominations, the Nominating Committee will consider the current size and composition of the Board, the nominee’s participation in ISG, and such other matters as the Nominating Committee determine to be appropriate. The Nominating Committee may adopt procedures for consideration of nominees as it determines to be appropriate, including a request that nominees complete a questionnaire prior to consideration.

Amendment of the Corporate Governance Guidelines

The Governance Advisory Council will review these Corporate Governance Guidelines periodically and recommend changes when appropriate. Any amendment to or repeal of these Corporate Governance Guidelines may be made at any meeting of the Board or by written consent of the directors.

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ISG Guardrails Principles

Guardrail Principles

Effective January 23, 2020

Acceptance of these Guardrail Principles, as they may be amended from time to time, (the “Guardrails”) is a condition to membership, and adherence to them is a requirement of continued membership. Failure to adhere to these Guardrails, will result in termination of membership.

The purpose of ISG is to establish a framework of basic standards of investment stewardship for the U.S. market with respect to institutional investors, as well as a voluntary illustrative framework of basic standards of corporate governance that could be generally applicable to U.S. public companies, including those in which ISG members are or may become invested.

ISG is not, however, a forum to enable or facilitate decision-making, coordination, campaigns or individual or collective engagement among its members with respect to particular public companies, industries or investment strategies, or with respect to its members’ business (or other) activities beyond participation in ISG. While ISG may occasionally express its views as an organization on governance and stewardship principles generally relevant to the U.S. market, ISG will not purport to speak on behalf of individual members with respect to governance or stewardship issues or with respect to individual companies.

Part I. General Guardrails

Consistent with ISG’s scope and purpose, and in order to comply with U.S. securities and other laws, ISG members, as a condition of membership, must accept and adhere to the following principles governing their actions (i) on behalf of ISG as ISG members or with respect to any particular titles, roles or organizational positions they may have in ISG, (ii) at or in connection with ISG board or committee activities, meetings, conferences or other ISG-related events, and (iii) otherwise in connection with or relating to ISG or ISG initiatives, publications or activities.

However, except for the principles set forth below, these Guardrails are not intended to apply to the regular stewardship activities or investment decisions of ISG members in their professional individual capacities as institutional investors insofar as such activities are outside the context of (i), (ii) and (iii) above.

ISG and each ISG member expect individual ISG members to comply with applicable laws or regulations (and their internal firm policies, procedures, guidelines and practices as applicable) and to rely upon their in-house legal and compliance departments (supplemented with their own external counsel as appropriate) to enable such compliance.

  • No representation of ISG or other members of ISG. Except as authorized in advance by ISG (for example, as part of approved ISG press releases and announcements), individual ISG members will not purport to speak on behalf of, or hold themselves out as a representative of, ISG or any other members of ISG, including by:
    • Conveying or suggesting to any company, investor, the media or any other party that they represent or seek to represent other members of ISG as to particular companies or matters.
    • Invoking or highlighting their membership in ISG in their communications with any company, investor, media or other party in a manner intended or that would reasonably be interpreted to suggest that they represent ISG or that their individual views have been endorsed by ISG.
  • No misuse of ISG. Members will not, directly or indirectly, use ISG, ISG meetings or ISG- sponsored forums or events as a vehicle to:
    • Disclose or seek to obtain non-public information about any issuer of securities, whether or not such disclosure would be restricted by confidentiality, fiduciary or other obligations or restrictions.
    • Discuss or engage in coordinated action with any other ISG member as to particular companies, industries, investment strategies or decisions, exchange information with respect to particular companies, industries, investment strategies or decisions, or become a conduit for information flow or exchange among companies, lobby or petition ISG members to take specific actions or refrain from taking specific actions with respect to particular companies or industries or participate in the formulation, determination or direction of business decisions of companies.
    • Discuss or share or seek to obtain commercial or competitively sensitive information, or otherwise engage in coordinated action with any other ISG member with respect to their business activities, including, but not limited to, investment strategies or decisions, pricing policies or other terms or conditions of service, or dealings with investors or companies in which ISG members are or may become invested.
    • Enter into any agreements, arrangements or understandings, whether written, verbal, tacit or implied, or form, join or in any way participate in any group, with any person for the purpose of acquiring, holding, voting, abstaining from acquiring, holding or voting, or disposing of securities[1] of any company, or otherwise act in concert or coordinate with respect to any securities[2] of the company, a company’s strategies, policies or affairs, or the composition of its management or Board of Directors.
    • Enter into any agreements, arrangements or understandings, whether written, verbal, tacit or implied, or form, join or in any way participate in any group, with any other ISG member for the purpose of coordinating their business activities.
    • Initiate, propose, solicit, knowingly encourage, or engage or participate in discussions or negotiations with respect to any such agreements, arrangements or understandings described in the preceding two paragraphs.
    • Make, discuss, or in any way participate in, directly or indirectly, any “solicitation”[3] to vote or refrain from voting any securities, including any solicitation of proxies, withholding of proxies or shareholder written consents, or otherwise seek to advise or influence any person or entity with respect to the voting of, any securities, or with respect to engagement with any company, its management or Board of Directors.
    • Make or solicit any agreement or offer to acquire or sell any securities of a company, directly or indirectly, by purchase or otherwise, make any recommendation with respect to any securities of a company, or solicit business opportunities or otherwise engage in marketing or solicitation efforts.
    • Propose or seek to propose, negotiate or effect, with respect to a particular company, any transactions, including any merger, business combination, restructuring or tender offer.
    • Propose or seek to propose, recruit, remove or replace any directors, executives or other employees of a company.
    • Propose or seek to propose, with respect to a particular company, amendments to organizational documents or other governance, operational, strategy or policy changes.
    • Advise, assist, encourage or provide financing to any person or group undertaking or seeking to undertake any of the actions prohibited hereunder.
    • Disclose any intention, plan or arrangement to do any of the foregoing, or disclose how or whether they plan to vote on any matter or otherwise engage with a company, its management or Board of Directors.
    • Disclose any non-public conversations, interactions or engagement that any ISG member may have had in the past, or may plan to have in the future, with any issuer of securities, its management or Board of Directors.
  • Waiver of conflicts.
    • Members acknowledge that ISG members, representatives or advisors, including ISG’s legal counsel, may represent or be affiliated with companies in situations where individual ISG members are invested or otherwise involved, whether in litigation matters or other contexts, or where individual ISG members are engaging with the company or have issues they are presenting to the company, including in situations where such companies may have views or interests that are different from ISG members or be adverse to ISG or ISG members, or where individual ISG members may have views or interests that are different or adverse to other ISG members. In addition, members acknowledge that ISG members may from time to time have professional client-manager or other business or professional arrangements or relationships with other ISG members outside of the context of ISG.
    • Members irrevocably agree and acknowledge that any such affiliation, representation or other relationship will not present a conflict, that any potential conflict is waived in advance by ISG and each of its members and that ISG members, representatives and advisors, including ISG’s legal counsel, are not representing individual ISG members as a consequence of their membership in or representation of ISG.

Part II. Use of ISG Name and Logo

It is ISG’s present intention to continue to grow its membership base and to continue to develop, and encourage implementation of, its frameworks for stewardship and corporate governance. To this end, without limiting the foregoing principles in Part I, including those described under “No misuse of ISG,” ISG members in good standing may use ISG’s name and logo in their respective marketing materials (including websites) solely for purposes of indicating their membership in ISG and support for ISG’s existing framework(s) and are expected to notify ISG of such usage and provide such marketing materials to ISG. In this regard, members may publicly indicate that the member entity is an ISG member and that such entity supports ISG’s existing framework(s) in its capacity as an individual investor or asset manager, as applicable.

ISG’s name and logo may only be used in accordance with the foregoing guidelines and may not be used in any other manner. ISG is the sole and exclusive owner of its name and logo, and may at any time modify its policy with respect to use of its name and logo and may at any time request that a member cease any such usage. Members will also provide ISG with copies of any materials using ISG’s name or logo upon request from ISG.

Members agree and acknowledge that ISG may use members’ names and logos in ISG marketing materials (including its website) for purposes of indicating such entity is a member of ISG (including, as a member, such entity’s support for ISG’s existing framework(s)).

Part III. Amendment of these Guardrails

These Guardrails may be amended from time to time by the Board of Directors at any meeting of the Board of Directors or by written consent. When any amendment to the Guardrails is approved by the Board of Directors, notice of the amendment will be provided to all ISG members. Each member is expected to continue to abide by the Guardrails (taking into effect any amendments) as a continuing condition of membership, unless any member determines to withdraw its membership by notifying ISG’s secretary or the Nominating Committee of the Board of Directors in writing.
 

Footnotes
[1] “Securities” for purposes of these Principles include rights to acquire securities and economic interests in securities (e.g., derivative positions).

[2] Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) provides that “when two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a ‘person’ for the purposes of this subsection.”

[3] “Solicitation” has the meaning given to it in Rule 14a-1 under the Exchange Act, including for purposes of these Principles any otherwise exempt solicitation pursuant to Rule 14a-2(b) under the Exchange Act.

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ISG Nominating Committee Charter

Nominating Committee Charter

As of June 16, 2020

Purpose

The Nominating (the “Committee”) is appointed by the Board of Directors (the “Board”) of The Investor Stewardship Group, Inc. (“ISG”) (1) to make recommendations to the Board with respect to nominations for directors submitted by members; (2) to serve as a liaison between the Governance Advisory Council and the Board in matters relating to the internal governance of ISG; and (3) to recommend to the Board the criteria for membership to ISG.

Committee Membership

The size of the Committee shall be determined by the Board in its sole discretion.

The members of the Committee shall be appointed annually by the Board and will serve at the Board’s discretion. Committee members may be removed from the Committee by the Board at any time, with or without cause and any vacancies will be filled through appointment by the Board.

The Board shall appoint one member of the Committee as its Chairperson.

Meetings

The Committee shall meet as often as necessary to carry out its responsibilities. The Committee Chairperson shall preside at each meeting. In the event the Committee Chairman is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting chair of such meeting.

Committee Authority and Responsibilities

  1. The Committee shall review nominations for directors as submitted by members in accordance with ISG’s Corporate Governance Guidelines and make a recommendation to the Board with respect to such nominations.
  2. The Committee shall be a liaison between ISG’s Governance Advisory Council (the “GAC”) receive the GAC’s recommendation with respect to the GAC’s responsibilities as outlined in its charter, as may be amended from time to time, including ISG’s governance structure, the process for joining councils, the process for new and ongoing membership qualifications, and the GAC’s assessment of ISG’s governance and effectiveness. The Committee will consider any such recommendations and make a recommendation to the Board.
  3. The Committee shall review and reassess the process and criteria for new members to join ISG and recommend any proposed changes to the Board for approval.
  4. The Committee shall make regular reports to the Board.
  5. The Committee shall periodically review and reassess the adequacy of this Charter,the charters of other committees and council formed by the Board and recommend any proposed changes to the Board for approval.
  6. The Committee shall periodically review its own performance.
  7. The Committee may form and delegate authority to subcommittees when appropriate.
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ISG Governance Advisory Council Charter

Governance Advisory Council Charter

As of June 16, 2020

Council Purpose

The Governance Advisory Council (“Council”) will assist and provide advice or recommendations to The Investor Stewardship Group, Inc. (“ISG”) Nominating Committee of the Board of Directors (the “Nominating Committee”) and the Board of Directors in fulfilling its responsibilities relating to developing and updating governance structure, policies and practices and such other matters as are set out in this Charter or as may otherwise be assigned to the Council by the Nominating Committee or the Board of Directors.

Council Responsibilities

The Council is responsible for making recommendations to the Nominating Committee and the Board of Directors with regard to the following:

  • Developing and periodically updating documents and procedures for the ISG governance structure, including, but not limited to, the ISG Council structure and responsibilities and ISG’s Corporate Governance Guidelines.
  • Developing and periodically updating the process for ISG members to join Councils.
  • Developing and periodically updating the process for new and ongoing ISG membership qualifications for both signatory and endorser members.
  • Developing and periodically updating the process for revisions/updates to the ISG Framework for U.S. Stewardship and Governance.
  • Reviewing arrangements and fees, if applicable, with external organizations such as law firms, the academic center which works with ISG, etc. and making recommendations with regard thereto to the Board of Directors. It should be noted that the Marketing and Communications Council will review arrangements and fees, if applicable with external organizations such as public relations firms.
  • Reporting to the Nominating Committee or the Board of Directors on the Council’s activities and actions, as appropriate. The Council will maintain summaries of all meetings.
  • Periodically reviewing and reassessing the adequacy of this Charter and recommending any proposed changes to the Nominating Committee for approval.
  • Performing such other responsibilities as are necessary or appropriate to further the Council’s purposes, or as the Board of Directors or Nominating Committee may from time to time assign to it.

Council Membership

Membership Expectations

Members of the Council are expected to dedicate sufficient resources to the Council to ensure the functioning of the ISG. By joining a Council meeting, an individual is representing that they have the ability to speak and vote on behalf of their organization on matters that regularly arise during the meeting, consistent with the responsibilities laid out in this Charter.
Becoming a Member
Any member who wants to become a member of the Council may do so by providing notification of their desire to join the Council to the academic center that works with ISG.

Resigning Membership
Any member of the Council may resign their membership on the Council by providing notification to the academic center that works with ISG or by failure to attend three (3) Council meetings in a one-year period.

Chairperson
The Chairperson of the Council will be annually appointed by a majority vote of the Council members present at the meeting in which the appointment is to be made.

Council Rules of Procedure

Meetings
The Council will meet as frequently as it determines is necessary to carry out its responsibilities. The Chairperson will schedule regular meetings; additional meetings may be held at the request of two or more members of the Council.

The smaller of five (5) or a majority of the members of the Council will constitute a quorum to transact business. The affirmative vote of a majority of the members of the Council present at the time of such vote will be required to approve any action of the Council.

Members of the Council may participate in a meeting of the Council by means of telephone conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Subject to the requirements of any applicable law, regulation or rule, any action required or permitted to be taken at a meeting of the Council may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Council. Such written consent shall have the same force as a unanimous vote of the Council.

Council members may raise any subjects that are not set on the agenda by the Chairperson.

ISG Effectiveness

The Council will, on a periodic basis, review the size and composition of the Board of Directors and Nominating Committee with a view to maintaining a Board of Directors and Nominating Committee that assures effective functioning and decision-making on behalf of ISG. The Governance Council may propose changes to ISG’s Corporate Governance Guidelines for consideration by the Board of Directors.

Councils of ISG

The Council will, on a periodic basis, review the composition and mandate of each Council, and recommend to the Nominating Committee any changes it considers necessary or desirable with respect to the structure of such, including:

  • the charters of each Council;
  • the criteria for membership on any Council;
  • the composition of each Council;
  • the operations of each Council; and
  • the process by which each Council reports to the Board of Directors and any committee thereof, assessing the channels through which information is received and the quality and timeliness of the information received.
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ISG Marketing and Communications Advisory Council Charter

Marketing and Communications Advisory Council Charter

As of June 16, 2020

Council Purpose

The Marketing and Communications Advisory Council (“Council”) will assist and provide advice or recommendations to The Investor Stewardship Group, Inc. (“ISG”) Board of Directors in fulfilling its responsibilities relating to marketing and communications policies and practices and such other matters as are set out in this Charter or as may otherwise be assigned to the Council by the Board of Directors.

Council Responsibilities

The Council is responsible for making recommendations to the Board of Directors with regard to the following:

  • Developing and periodically updating documents and procedures for the ISG marketing and communications policies and practices.
  • Reviewing arrangements and fees, if applicable, with external organizations such as public relations firms and making recommendations with regard thereto to the Board of Directors.
  • Overseeing the work done by any outside organization in connection with both marketing and communications work, including the development of press releases and the website, the handling of press inquiries and postings on the website.
  • With regard to the handling of press releases, the Council will work with appropriate outside organization(s) to draft the release. The release will then be reviewed by Council members’ legal counsel, as determined by each respective Council member. After such review, the release will be forwarded to the Board of Directors for final approval. After such approval is received, a “pre-release” copy will be sent to all ISG members (signatories and endorsers). The release will then be sent out for public consumption.
  • Overseeing the actual implementation process of adding new ISG members following the new member process as recommended by the Governance Advisory Council and approved by the Nominating Committee of the Board of Directors (the “Nominating Committee”), including approving applications for membership to ISG. These new members should be reported to the Board of Directors on a periodic basis.
  • Developing and overseeing new marketing activities such as ISG members-only conferences and combined ISG members and corporate issuers conferences.
  • Reporting to the Board of Directors on the Council’s activities and actions, as appropriate. The Council will maintain summaries of all meetings.
  • Performing such other responsibilities as are necessary or appropriate to further the Council’s purposes, or as the Board of Directors may from time to time assign to it.

Council Membership

Membership Expectations
Members of the Council are expected to dedicate sufficient resources to the Council to ensure the functioning of the ISG. By joining a Council meeting, an individual is representing that they have the ability to speak and vote on behalf of their organization on matters that regularly arise during the meeting, consistent with the responsibilities laid out in this Charter.

Becoming a Member
Any signatory or endorser member who wants to become a member of the Council may do so by providing notification of their desire to join the Council to the academic center that works with ISG. In doing so, the signatory/endorser must represent that their membership will include the participation of a representative from their media/public relations organization if such group is expected to approve materials prior to public distribution.

Resigning Membership
Any member of the Council may resign their membership on the Council by providing notification to the academic center that works with ISG or by failure to attend three (3) Council meetings in a one-year period.

Chairperson
The Chairperson of the Council will be annually appointed by a majority vote of the Council members present at the meeting in which the appointment is to be made.

Council Rules of Procedure

Meetings
The Council will meet as frequently as it determines is necessary to carry out its responsibilities. The Chairperson will schedule regular meetings; additional meetings may be held at the request of two or more members of the Council.

The smaller of five (5) or a majority of the members of the Council will constitute a quorum to transact business. The affirmative vote of a majority of the members of the Council present at the time of such vote will be required to approve any action of the Council.

Members of the Council may participate in a meeting of the Council by means of telephone conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Subject to the requirements of any applicable law, regulation or rule, any action required or permitted to be taken at a meeting of the Council may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Council. Such written consent will have the same force as a unanimous vote of the Council.

Council members may raise any subjects that are not set on the agenda by the Chairperson.

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ISG Board of Directors, Committee and Council Members

ISG Board of Director, Committee and Council Members

Board of Directors

  • Melanie Adams, RBC Global Asset Management
  • Donna Anderson, T. Rowe Price
  • Lindsey Apple, MFS Investment Management
  • Glenn Booraem, Vanguard
  • Jason Breeding, ValueAct
  • Ray Cameron, BlackRock
  • Matthew DiGuiseppe, State Street Global Advisors – CHAIRPERSON
  • Anthony Garcia, Nuveen
  • Mart Keuning, MN
  • Aeisha Mastagni, CalSTRS
  • Mike McCauley, Florida State Board of Administration
  • Ara Metupalle, GIC
  • Bridget Murphy, Washington SIB
  • Clare Payn, Legal & General Investment Management
  • Margriet Stavast, PGGM

Nominating Committee

  • Melanie Adams, RBC Global Asset Management
  • Donna Anderson, T. Rowe Price
  • Lindsey Apple, MFS Investment Management
  • Glenn Booraem, Vanguard
  • Jason Breeding, ValueAct
  • Ray Cameron, BlackRock
  • Matthew DiGuiseppe, State Street Global Advisors
  • Anthony Garcia, Nuveen
  • Mart Keuning, MN
  • Aeisha Mastagni, CalSTRS
  • Mike McCauley, Florida State Board of Administration
  • Ara Metupalle, GIC
  • Bridget Murphy, Washington SIB
  • Clare Payn, Legal & General Investment Management
  • Margriet Stavast, PGGM

Governance Advisory Council

  • Melanie Adams, RBC Global Asset Management
  • Donna Anderson, T. Rowe Price – CHAIRPERSON
  • Lindsay Apple, MFS
  • Glenn Booraem, Vanguard
  • Sarah Bratton, Schroders
  • Matthew DiGuiseppe, State Street Global Advisors
  • Sara Donaldson, Voya Investment
  • Patricia Gazda, Ohio Public Employees Retirement System
  • Nimrit Kang, Coho Partners
  • Mart Keuning, MN
  • Ward Kruse, Coho Partners
  • Arne Lööw, Fjärde AP-fonden (AP4)
  • Peter Lundkvist, AP3 Tredje AP-fonden
  • Aeisha Mastagni, CalSTRS
  • Mike McCauley, Florida State Board of Administration
  • Mary Morris, CalSTRS
  • Kieran Murray, Ballie Gifford & Co.
  • Clare Payn, Legal & General Investment Management
  • Malcolm Ryerse, Columbia Threadneedle
  • Margriet Stavast, PGGM
  • Tracy Stewart, Florida State Board of Administration
  • Jacob Williams, Florida State Board of Administration

Marketing and Communications Advisory Council

  • Donna Anderson, T. Rowe Price
  • Lindsey Apple, MFS Investment Management
  • Bill Benintende, T. Rowe Price
  • Ray Cameron, BlackRock
  • Farrell Denby, BlackRock
  • Jena Dietrich, Coho Partners
  • Matthew DiGuiseppe, State Street Global Advisors
  • Dan Flaherty, MFS
  • Anthony Garcia, Nuveen
  • Patricia Gazda, Ohio Public Employees Retirement System
  • Mary Ellen Higgins, Nuveen
  • Sarah Maile, CalSTRS
  • Aeisha Mastagni, CalSTRS – CHAIRPERSON
  • Tara McDonnell, BlackRock
  • Mary Morris, CalSTRS
  • Amy Norris, CalSTRS
  • Christine O’Brien, Elliott Management
  • Brendan Paul, State Street Global Advisors
  • Michael Pramik, Ohio Public Employees Retirement System
  • Stephen Spruiell, Elliott Management
  • Reilly Starr, State Street Global Advisors
  • Rob Wherry, Vanguard
  • Melissa Wiese, CalSTRS
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