The active groups within HEC Alumni include Professional Clubs, Company Clubs, International Chapters, Generational Clubs, Thematic Clubs (HEC Women and HEC Volunteering), Regional Clubs, Leisure Clubs and of course Graduating Classes, all of which represent a mainstay for our network. In certain cases (professional clubs, etc.), super-structures called “Hubs” have been created to federate several clubs working in a similar sector or within the same geographical area. The role of Hub Presidents is to boost club activity, promote synergies among clubs both within and outside the Hub, and/or organize large-scale activities to federate the community. They also act as an interface between the Clubs, the Network Commission, the International Commission and HEC Alumni staff: ensuring information is properly relayed in both directions, reporting on any operational issues, and providing activity reports. This Charter also applies to Class Delegates and their relations with HEC Alumni, with the exception of Articles 6 and 7 hereafter. All of the aforementioned groups are referred to using the generic term “Club” in the following Articles. The Hub, Club and Chapter Presidents and Class Delegates are hereinafter called “Club President”. Coordination of the HEC Alumni network is entrusted to HEC Alumni’s different clubs, through their Presidents and board of volunteers, along with the Network Director from the HEC Alumni staff and the presidents of the Network Commission and the International Commission, all represented on HEC Alumni’s Board. The Network Commission is composed of a representative from each type of club within HEC Alumni (Clubs, Hubs, Graduating Classes), as well as staff members from various departments of HEC Alumni (Network, Careers, International, Marketing). The International Commission is composed of HEC Alumni, Foundation and School employees, as well as HEC Alumni volunteers. The International Chapter presidents are invited to attend meetings of the International Commission when they are visiting Paris. The Club President is both a network coordinator and an HEC Paris community “ambassador”. Once a year, all Club Presidents and Hub Presidents meet, as do the Regional Club Presidents and Class Delegates, with several main objectives:- to review club activities (under the aegis of the Hubs as may be relevant); - to brief one another on best practice; - to discuss the strategy and evolution of HEC Alumni with its senior management. For International Chapters, telephone conferences to share information and discuss good practices are organized per geographical area at least once a year. This Charter clearly sets forth the standards of service offered by HEC Alumni and the standards of good practice applicable to Club Presidents, based on the definition above, and completes the provisions set forth in HEC Alumni’s Articles of Association and Rules of Procedure. It is available in two languages (French and English).

Introduction

The HEC Alumni association, recognized as being of public-interest, brings together former degree students of the Master in Management (Grande Ecole), the Institut Supérieur des Affaires (MBA HEC), the Centre de Perfectionnement aux Affaires (EMBA HEC), HECJF graduates, HEC Masters and PhD students and other degree programs at HEC Paris, an Etablissement d’Enseignement Supérieur Consulaire, previously approved by the Ordinary General Meeting. The association’s name is “Association des diplômés HEC” and it is generally known as “HEC Alumni”. It was founded on June 20, 1883. Its term is unlimited. Its registered office is in Paris. HEC Alumni is one and indivisible. It is driven by strong core values (solidarity, trust, openness, respect, integrity) which have always guided its activity. These values have shaped the HEC spirit and established the reputation of the HEC Paris brand. Its main missions are: - to facilitate dialogue and the sharing of experiences, whether professional or personal, among all members of the HEC Paris community. - to develop this relationship, with the aim of being as close as possible to all graduates in France and all over the world through: a) the management of the alumni database, made available to fee-paying members via the online directory, b) its Clubs in France and all over the world, c) all written and electronic communication channels: the HEC Alumni magazine, website, newsletter, online social networks, etc. - to offer help to graduates who may require assistance. - to implement the measures necessary to maintaining the value and promoting the reputation of the HEC Paris brand and its degree programs in France and around the world. HEC Alumni is responsible for and makes a positive contribution in the countries and communities where it is present and active. It ensures local cultures and sensitivities are respected. It places great importance on diversity and ethics and each member acting the name of HEC Alumni must respect its values. The Club President is, in this respect, the official ambassador of HEC Alumni during the events/activities which his/her club organizes or sponsors.

Ethics

Each Club undertakes to respect the basic rules of ethics based on the strong values promoted by HEC Alumni (solidarity, trust, openness, respect, integrity, etc.). In the capacity of ambassador of the HEC Alumni community, each Club President must ensure that no event which s/he organizes could be harmful to HEC Alumni’s image. S/He undertakes in this respect to comply with the letter and spirit of this Charter’s provisions. Clubs undertake not to be involved in any political or religious activity. Moreover, HEC Alumni encourages debate and discussion. Nonetheless, Clubs undertake not to offer a platform to any individual who, by his/her views, writings or works, promotes sectarian, partial or biased ideas and viewpoints on a political, religious, social or moral level, and prohibit any kind of discrimination towards any community whatsoever. Clubs cannot involve themselves in any personal or collective initiative which binds them with respect to administrative, government or legal authorities, these actions, if necessary, being the responsibility of HEC Alumni’s Committee. Any use of the Clubs, direct or indirectly, for commercial purposes is prohibited. Club members must not use their Club membership for mercantile purposes, subject to penalties which may include exclusion from the alumni association. However, in accordance with HEC Alumni’s Rules of Procedure, a Club President can put forward his/her responsibilities outside the alumni association when representing his/her club. These ethical rules also apply to actions and publications on social networks when they are made in HEC Alumni’s name or while claiming a responsibility or title within the alumni association.

Club missions

Coordination of the Clubs complies with HEC Alumni’s general objectives: - developing a network for personal or professional exchange and sharing; - encouraging personal and professional solidarity; - promoting the HEC Paris brand; - encouraging the creation of intergenerational ties, in particular with students present on campus and young graduates; - promoting the integration of all alumni regardless of their place of residence or nationality; - promoting HEC Paris and its standing in France and throughout the world by its activity and the high-quality events that it organizes. In addition to networking-style meetings, Clubs should seek to organize large-scale, inclusive events, by joining forces, if suitable, with other Clubs interested in the same themes and third parties, to ensure that they appeal to as many graduates as possible and optimize the standing of the HEC Paris community within their ecosystem. Any graduate registered with HEC Alumni can join the Club of their choice, except for graduating classes for which alumni are automatically attributed membership. This implies adherence to the ethical rules set forth above.

HEC Alumni undertakings

a. HEC Alumni provides the Club President with tools for coordinating the Club, including a ticketing and payment system for its events and a space on the website reserved for its members, which the club is responsible for managing and coordinating. b. For club activities, the Club President benefits from the services of HEC Alumni’s staff and accounting department, restricted to a reasonable number of requests per year and taking into account the availability of the alumni association’s resources. c. For activities organized in Paris, the Club President benefits from HEC Alumni’s logistical support, as well as its meeting rooms, restricted to a reasonable number of requests per year and considering the availability of the alumni association’s resources. d. With regards to responsibilities performed as Club President or Class Delegate, the president or representative is an automatic member of HEC Alumni’s Plenary Committee which meets annually to exchange with all of the alumni association’s driving forces. e. HEC Alumni provides the Club President with useful information regarding the proper coordination of his/her structure: statistics on membership fees, list of fee-paying members, statistics on participation in events, statistics on the deliverability of mailings, etc. f. HEC Alumni’s undertakings are listed in its Charter of Services which can be consulted at www.hecalumni.fr under the section “HEC Alumni”. g. The Club President’s operational responsibilities are described in more detail in an “Animation Kit”, a set of tools for sharing best practice on the coordination of a club.

Role and undertakings of the club President

Apart from Graduating Classes, each Club is coordinated by a team of men and women that have graduated from a variety of HEC Paris degree programs. These volunteers make up a Board which operates under the responsibility of the Club President or exceptionally two co-presidents. The different responsibilities and operational tasks are divided amongst the members of the Board. This Board is referred to using the generic term “Club President” in the following articles, in the knowledge that, ultimately, the president is responsible for the actions and initiatives of his/her Club. a. The Club President reminds the members of his/her Club of the importance of paying their membership fees which cover the daily functioning of the alumni association as well asthe efforts of solidarity within the network and allow them to benefit from HEC Alumni’s services and advantages. b. The Club President does not collect any additional membership fees from Club members without the prior approval of HEC Alumni’s Committee, and subject to the express condition that the members of his/her Club are already fee-paying members of the alumni association. c. S/He undertakes to coordinate his/her Club by proposing events, meetings and services relevant to the said Club’s mission. d. S/He undertakes to participate in key moments in the life of the HEC Alumni network – Annual General Meetings, the Association’s Forums, annual meetings of Club Presidents or Class Delegates, etc. - and to provide the Network Commission/International Commission with a report on its activities at least once a year.e. S/He promotes the standing of the HEC Paris brand by supporting the School’s strategy. When relevant, s/he contributes to Campus actions or activities in his/her region (events, admissions interviews, visits of professors, academic partnerships, student placement activities, etc.). f. S/He contributes to the HEC Foundation’s activities by creating events and a sense of engagement within the HEC community, therefore promoting a favorable attitude among alumni towards any requests coming from the Foundation. g. S/He manages and regularly updates the space dedicated to his/her Club on the HEC Alumni website. h. Any new co-opted or elected president undertakes to appoint a Board, composed of at least a vice-president and a treasurer, and where possible appoint a web manager and magazine manager (as well as a careers’ contact and international manager for Professional Clubs). For Graduating Classes, Class Delegates are advised to appoint a deputy delegate and, if appropriate, a treasurer. i. Except for Graduating Classes, the Club President seeks to ensure that the diversity of the HEC Paris community is respected as much as possible in the composition of the club’s Board. Board members must include different graduating classes, degree courses, genders and even nationalities. S/He informs the Network Commission/international Commission of the composition of the Board, its main objectives and activities developed during his/her time of office. j. The Club President undertakes to prioritize use of HEC Alumni’s tools and formats to coordinate his/her Club and for its communications, and notably the online alumni database (for legal and other reasons, the creation of a parallel file with data on graduates is prohibited; HEC Alumni alone is responsible for the alumni database). By way of exception, independent sub-files can exist (e.g. the candidate pool for HEC Administrators) if their purpose is to further develop the HEC Paris community. k. The Club President strives to protect the personal data of graduates, made accessible by HEC Alumni, as well as any personal data given to his/her Club by an individual, in particular anyone who registers for an event organized by his/her Club. S/He undertakes only to use this data for the purposes for which it was communicated, to respect the archiving rules for said data and not to communicate it to any third party unless this has been expressly authorized by HEC Alumni. By way of exception and provided that s/he informs participants at the time of their registration for the event in question, s/he may communicate the list of participants to those people attending an event and the institution hosting the said event. In this case the information should be limited to the surname, first name and declared employer of participants and specify that this data must not be used for commercial purposes. The Data Protection Officer (DPO) appointed by HEC Alumni can issue additional recommendations, based on the evolution of legislation, which must be respected by the Club President. l. The Club President undertakes to apply the HEC Alumni’s pricing policy which is set forth in the “Animation Kit”. S/He also undertakes, unless an exception is validated by HEC Alumni’s management, to propose a 50% discount to fee-paying members when they participate in events. For any fee-paying member’s ticket exceeding €50, the difference between the price applied to fee-paying members and the price applied to non-fee-paying members or external participants must be at least 20% so that these amounts act as an incentive and are considered an advantage conferred by the payment of membership fees. S/He also undertakes to use HEC Alumni’s electronic payment means whenever possible, or a bank card terminal for a major event, depending on the currency used. m. The Club President seeks to ensure the financial balance of accounts for the events which s/he organizes and the Club’s accounts. n. The Club President’s undertakings apply jointly and severally to all members of the Club Board, given that they are responsible, as part of their activities for the Club, for the tasks set forth above.

Club functionning

Any graduate can propose, to the Network Commission, the creation of a Club of any nature provided that it complies with the missions of HEC Alumni and its organization. Club names must clearly express their purpose and not be disruptive with respect to other existing structures within the alumni association. The creation of a new Club is subject to the specification of a minimum number of declared participants, identified by an ad-hoc recruitment campaign, led by the Network Commission, twice a year. Any change in the name of a Club is subject to the consent of HEC Alumni’s Network Commission. Any graduate can propose to the International Commission the creation of a Chapter in a new city or country. The creation of a new Chapter is subject to the specification of a minimum number of declared participants, identified by an ad-hoc recruitment campaign, led by the International Commission. Any structural change in a Chapter (geographic grouping, reorganization etc.) is subject to the consent of HEC Alumni’s International Commission. A Club cannot, without the express agreement of the Committee, take the form of a registered association or professional union and may in no case have a legal personality. The Club President cannot enter into binding agreements on behalf of HEC Alumni, in any way whatsoever, particularly in the case of partnership agreements entered into by the Club. These agreements are subject to the signature of HEC Alumni’s President or Executive Director. (See Articles of Association, Article 16). A Club may exceptionally develop its own technical (website etc.) or legal tools (constitution as a separate association) with HEC Alumni’s consent, if the situation requires it. These tools must comply with the HEC Alumni graphic charter and the GDPR. HEC Alumni encourages Clubs to use relevant social networks to promote the HEC Paris brand and activities of the alumni association. Nonetheless, this use cannot be to the detriment of HEC Alumni’s own communication channels (website, magazine, newsletters etc.) favored by its members. The web managers of each Club must make regular posts and keep social networks updated. All text, audio and video content produced specifically for an HEC Alumni event or for the exclusive benefit of the community is the property of HEC Alumni. A Club cannot use content, produced in the context of HEC Alumni activities, outside the community without informing HEC Alumni and obtaining its consent, except with the goal of promoting the community. The Club’s President and Treasurer draw up a report on club activity each year. They send it before the end of January to HEC Alumni’s Executive Director who is responsible for presenting the alumni association’s activity in a consolidated form to the Committee. The Club President and Treasurer are responsible for the strict management and balance of their Club’s accounts. Any financial operation (e.g. an event etc.) planned by a Club must prioritize the use of HEC Alumni’s means of payment. Advances and repayment of costs are only possible upon production of a receipt. The Club President and Treasurer strive to maintain the financial balance of Club activities each year. Whenever possible, they seek to ensure that, for each event organized, the revenue and charges are at least balanced.

Eligibility for club presidency

Any HEC Alumni member, who is a graduate and has paid his/her membership fees, can put himself/herself forward to be president of a Club or Chapter of which s/he is a member. In order to do so, s/he must present the Club President (with the President of the Network Commission or International commission in copy for information) with a short biography and a cover letter (summary of professional career path and previous commitments for the HEC Community), the project, his/her intended objectives and action plan for the Club or Chapter for which s/he is putting himself/herself forward for presidency. During the term of office, non-payment, after a reminder, of annual membership fees results in removal from the presidency by HEC Alumni’s Board and the start of the process for the appointment of a new club president who is up-to-date with his/her membership fees. In the event of prolonged inactivity of a Club or Chapter for at least one year, the president thereof will be given a warning by HEC Alumni. In the event that this situation continues, HEC Alumni will take the relevant measures, whether replacement of the president or representative or dissolution of the Club, as may be relevant.

Appointment of club President

The choice of a Club President is organized at the initiative of its Board based on an annual action plan. The transparent and consensual nature of the process for appointing a president is prioritized. Co[1]opting is preferable. By way of exception, if the Board declares itself incompetent or if the Network Commission or International Commission deems it necessary, an election can be organized among all the members of a Club or Chapter. When the appointment is made as part of an election open to members, it must be organized in a transparent and thorough manner by the sending of comprehensive information. This will be done online in the majority of cases, or in the case of Regional Clubs and International Chapters can be done during an ad-hoc meeting. The president of HEC Alumni’s Network Commission/International Commission is informed of the choice of a new Club President at the earliest opportunity and said president is ratified by HEC Alumni’s Committee. In the event of a disagreement, a new appointment process is organized within the Club. If this disagreement persists, a decision will be made by HEC Alumni’s Committee

Term of office

The Club President is appointed for a term of office of three years, renewable once. During the second term of office, the Club President’s mission is to find candidates to replace him/her. A consultation and call for candidates are organized with all Club members every three years. All club members will be informed of these time frames to allow interested alumni to put themselves forward.In the absence of a replacement, a Club President can complete a further term of office, except in the event of a reasoned objection by the president of the Network Commission/International Commission. In this case, the Club President must detail the actions taken during the term of office coming to an end and present his/her objectives and action plan for this exceptional extension. Ultimately, only HEC Alumni’s Committee is authorized to make a decision. The Class Delegates who are appointed with no specific term of office, can ask to be replaced depending on their personal situation. It is up to them to propose their replacement to the Network Commission which then validates this choice. In the event of a definitive impediment, the Club Board/other Class Delegates organize the election of a new Club President/Class Delegate within one month.

Disputes

In the event of a persistent difference of opinion between HEC Alumni and the Club, only HEC Alumni’s Committee is authorized to make a decision after hearing the two parties.



Paris, Thursday, April 18, 2019