The Global Centre for Risk and Innovation (GCRI)

Collaboration Charter

1. Mission

Our mission is to build tools, capacities, solutions, and communities to tackle complex environmental, social, and governance (ESG) issues. The Global Centre for Risk and Innovation (GCRI) is building a new architecture for governance and technology that is more social, integrative, and driven by civil society. It is a place for anyone looking to integrate better private and public action, people, nature, and future generations, to build a global society that attracts us to work together rather than be divided.

2. Vision

We envision a world of harmony, equity, and justice for all on a sustainable planet, nurtured by open collaboration, responsive institutions, and empowered citizens. The end goal is to create a pluralistic network of independent, scalable, and interoperable tribes for impactful action

3. Guiding Principles

3.1 Building an inclusive digital economy

To identify and tackle the risk factors that affect the ability of vulnerable and marginalized groups to have access to connectivity.

3.2 Developing human and institutional capacity

To bring together existing initiatives, public entities, regional and subregional bodies, and everyone in between to promote digital capacity-building necessary to improve public service and common goods.

3.3 Protecting human rights and human agency

To provide effective due diligence systems required to ensure that technology products, policies, practices, and terms of service comply with human rights principles and community standards in various contexts.

3.4 Stewarding digital trust, security, and stability

To build upon a foundation of user agency and choice, informed consent, recognition of multiple forms of identity, space for anonymity, and respect for privacy, ensuring transparency when an individual’s data are used by government and other entities.

3.5 Fostering global digital cooperation

To advance proposals to strengthen cooperation in the digital space among governments, the private sector, civil society, international organizations, academic institutions, the technical community, and other relevant stakeholders.

4. Participants

Generally, GCRI platform participants include national collaborators (“Collaborators”), local affiliates (“Affiliates”), executive committees (the “Committees”), a coordinator and fiscal agent (“Coordinator”), and multiple funders, all as described in this Section 4. Together, Collaborators and Affiliates are referred to as “Members” in this Charter.

4.1 Collaborators

Collaborators are founding members who will set and lead the implementation of GCRI’s national agenda. Collaborators will engage in research, advocacy, outreach, and communications; innovate new approaches and technologies, and help with creating GCRI’s strategic plan through supporting Executive Committees. Together, these activities are called “National Activities.” At the local level, Collaborators will support the Affiliates in forming working groups for local-level collaborations (“Local Collaborations”) in GCRI’s strategic Projects (“Project Plan”), as set out in the Agreements and MOU. The roles and responsibilities of the Collaborators are based on consensus with the ultimate goals of achieving optimal results in carrying our Project development and delivery.

4.2 Affiliates

Affiliates are non-Collaborator organizations, teams, and experts that play a pivotal role in one or more Local Collaborations Projects. Only organizations, teams, and experts identified as such by Collaborators will be Affiliates, and all Affiliates must enter into a written agreement with local Collaborators. Affiliates who provide business services will engage in joint projects and planning through Local Collaborations to draft final proposals. The roles and responsibilities of Affiliates are described in more detail in Section 6.

4.3 Steering Committee

The oversight body for GCRI is the Steering Committee, which is comprised of officers, directors, and representatives from National Collaborations. The Committee’s activities are described in more detail in Section 7.

4.4 Coordinator

GCRI, a nonprofit organization and a GCRI Collaborator (“Member”), is the coordinator. The roles and responsibilities of the coordinators are described in more detail in Section 8.

4.5 Funders

A coalition of co-founders provided the initial funding and resources for GCRI. Additional funding may be provided through grants from new funding sources (together, the “Funders”). As described in Section 8, the coordinator will submit all grant proposals, enter into grant agreements with Funders, sub-grant funds to the Collaborators, and report to and liaise with Funders and the Executive Committee.

5. Collaborators

5.1 Activities

Each collaborator will engage in National Activities and Local Collaboration activities that leverage its particular organizational strengths and expertise. These activities may include, for example, sharing information, training materials, research, and technological tools with other Collaborators; organizing and contributing expertise, materials, innovative approaches, and funding to Local Collaborations; and undertaking specific forms of outreach in Project. While some Collaborators will assume specific responsibilities in particular Project, all Collaborators will provide appropriate general support to GCRI’s work in each Project as a coordinated global support. Each collaborator will task an agent to serve as a member of the Steering Committee, as described in Section 7.2.

5.2 MOU

Coordinator and each Collaborator will enter into individual Memoranda of Understanding (“MOUs”) setting out, in project descriptions attached to the MOU, Collaborator’s sub-grant funding and responsibilities. The coordinator and each collaborator will prepare separate project descriptions for new disbursements of funds from new or existing grant agreements.

5.3 Grant Agreements

As contemplated by this Charter, the coordinator may enter into grant agreements with funders and then sub-grant a portion of those funds to Collaborators. Collaborators acknowledge the importance of accountability, transparency, and compliance to GCRI in compliance with such grant agreements. Collaborators will comply with such grant agreements to the extent applicable to their activities, including funds use, reporting, licensing, and attribution requirements. The collaborator will provide such reports, documents, and royalty-free licenses as the coordinator may request in connection with grant agreement compliance.

5.4 New Collaborators

New Collaborators may be added to GCRI at any time by a unanimous vote of the existing Collaborators. Upon such a vote, the new collaborator will execute and deliver to each current collaborator a new member agreement.

5.5 Resignation and Termination

Any Collaborator may resign from GCRI at any time by providing written notice to that effect to the coordinator. The resignation will be effective 30 days after the coordinator receives the notice. In addition, a Collaborator’s participation in GCRI may be terminated at any time, [with or without cause,] upon a decision to that effect by at least 75% of the other Collaborators. If that happens, the coordinator will provide a written notice to the terminated collaborator specifying the date the Termination will be effective. If a Collaborator resigns or is terminated, it will, as of the effective date of the resignation or termination, no longer identify itself as affiliated with GCRI, discontinue using all GCRI Marks (as defined in Section 10.1), discontinue using and return any Confidential Information belonging to the other Collaborators, and, upon coordinator’s demand, return to coordinator any unspent sub-grant funds. Collaborators agree to cooperate in good faith to bring a terminated collaborator’s participation to an orderly conclusion.

6. Affiliates

6.1 Participation

Affiliates play a crucial role in local collaborations through activities that may include providing direct application assistance to partners and clients, participating in outreach efforts, strategically planning for the future of the local network, determining best practices for the GCRI’s mission accomplishment; and other appropriate GCRI-related activities. Affiliates will also support GCRI’s broader work, including working collaboratively with and generally cooperating with other Members carrying out GCRI-related work. Such collaboration and cooperation may include, whenever appropriate, sharing materials; providing technical assistance; sharing GCRI-related work products that might assist other Members in furthering GCRI’s mission; and attending regular meetings and conference calls. It may also include access to centralized resources for training; referrals for organizations; joint workshops; training; media events; co-creation of resources; shared referrals and cross-referrals complementing each other’s services; jointly identifying and recruiting other members.

6.2 Agreements

Collaborators will enter into individual agreements with each Affiliate setting out the Affiliate’s and Collaborator’s respective responsibilities. As contemplated elsewhere in this Charter, Collaborators will, in these agreements, require Affiliates to comply with funds use, reporting, and other requirements that may arise under grant agreements and with requirements set out in this Charter relating to the use of the GCRI name and logos.

7. Steering Committee

7.1 Purpose

The Steering Committee is the operational body for GCRI’s Executive Board. To that end, the Steering Committee is responsible for (i) making decisions about community matters; (ii) overseeing decentralized governance; (iii) deciding whether the coordinator will apply for grant funds; and (iv) strengthening GCRI’s mission, strategic plan, programs, network, and resource development.

7.2 Membership

Each Local Collaboration will identify a qualified and experienced member to serve on the Steering Committee and liaison between that Collaborators and GCRI’s management team. Such staff members will attend management meetings, participate in regular conference calls, and respond promptly to requests from other Collaborators.

7.3 Committee Chair

The GCRI Project Director, an employee of coordinator as described in Section 8.1, will serve as Committee Chair.

7.4 Records and Notice of Meetings

To ensure effective communication, the coordinator will maintain an email distribution list for Committee members, a calendar of GCRI events and meetings, and minutes of all Committee meetings. The coordinator will give reasonable notice of quarterly meetings and periodic conference calls to the Collaborators.

7.5 Quorum

A majority of the total number of Committee members serving on the Committee will constitute a quorum at all meetings. If extenuating circumstances prevent a Collaborator’s representative from attending the meeting, the representative may participate remotely through digital tools and be counted toward the quorum. The Committee Chair must be present at all Steering Committee meetings for there to be a valid quorum.

7.6 Decisions

The Committee will seek to make all decisions regarding the structure, activities, and governance of GCRI by consensus. Consensus is reached if all Committee members can live with the decision and support its implementation. If consensus is hard to reach, Committee members will seek in good faith to find alternatives that satisfy the greatest number of members possible. The Committee Chair may declare an impasse as they determine. In such cases, the vote of 60% of the total number of Committee members will be an act of the Committee.

7.7 Annual Plan

Every 12 months the Committee will approve a plan (the “Plan”) that evaluates GCRI’s success in fulfilling its mission and suggest to the Board collaboration-wide goals for the coming year designed to improve the strategy, communication, training methods, technology, and infrastructure, outreach efforts, and advocacy efficacy of GCRI.

7.8 Advisory Role in Allocating Funding

The Committee may advise the coordinator on how funding from GCRI grants should be allocated. The coordinator may consider any recommendations made by the Committee but will also view any limiting terms in its grant agreements with Funders and any other factors it deems important when making final decisions about allocating grant funds.

8. Coordinator

8.1 Project Director

The coordinator will identify and task an employee to serve as GCRI Project Director. The Project Director serves as coordinator’s point person and leads on GCRI activities and, in that role, serves as Steering Committee Chair.

8.2 Infrastructure

The coordinator will assist in facilitating both National Activities and Local Collaborations. This will include organizing quarterly Committee meetings and regular conference calls among the Collaborators.

8.3 GCRI Members

The coordinator will work with Members to implement technology tools; identify, document, and distribute best practices; and engage the public in spreading best practices, practice advisories, and toolkits to local sites.

8.4 Fiscal Agent

The coordinator is the fiscal agent for GCRI. The coordinator will submit grant applications to Funders, enter into grant agreements with Funders, prepare MOUs with Collaborators, disburse funds to and receive reports from Collaborators, prepare reports to Funders, and serve as GCRI’s point person and liaison with Funders and Affiliates. The coordinator will work with each participant as appropriate to assist in the achievement of deliverables and outcome targets.

8.5 Record Keeping

The coordinator will maintain records relating to activities as coordinator and reasonably cooperate with each collaborator in providing information about GCRI activities in connection with any financial or tax audit or similar matter in which a Collaborator may be engaged.

9.Sharing Information

9.1 Data Gathering and Evaluation

The coordinator will gather, review, and analyze data from and about Members. It will, as appropriate, aggregate the data and provide such data to Collaborators to improve GCRI functioning and increase the impact of Project activities. Each participant will cooperate with the coordinator in data collection relating to and evaluation of GCRI design, execution, and outcomes.

9.2 Licenses to Other Collaborators

Information and tool sharing is at the core of GCRI’s mission. To that end, Collaborators will grant to Funders and other Collaborators royalty-free, nonexclusive, and irrevocable licenses to reproduce, publish, edit, or otherwise use materials developed and shared as described in Section 5.1 for GCRI-related purposes. The developing collaborator will retain copyright ownership of such materials.

9.3 Adverse Development Reporting

Each collaborator will notify the coordinator promptly of (i) any changes in its status in good standing under its jurisdiction of organization; (ii) any loss of its special status; (iii) any changes in the party’s senior management team or key personnel responsible for carrying out GCRI activities; or (iv) loss of other funding, the filing of any litigation, or any other development that has or could have a material adverse effect on its financial condition or otherwise materially affect its ability to carry out its responsibilities as a Collaborator.

9.4 Confidentiality

Each collaborator will use the other Collaborators’ Confidential Information (defined below) only in connection with GCRI activities and will keep it confidential, using at least the same degree of care as the collaborator uses to prevent the unauthorized use or disclosure of its confidential information. “Confidential Information” means information regarding one party and furnished to the other party that is marked or otherwise identified as “confidential” when it is disclosed. It does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party; (ii) was known by the receiving party before its being furnished to the receiving party by or on behalf of the disclosing party; (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, or (iv) is independently developed by the receiving party. All Confidential Information furnished under this Charter is and will remain the property of the disclosing party.

10. Publicity

10.1 Identification as a GCRI Collaborator

Collaborators may identify themselves as a “GCRI National Collaborator” or “GCRI Member,” and use the GCRI logo, GCRI name, and other GCRI designs (collectively, the “GCRI Marks”) in both their internal and public efforts, including public statements, publications, websites, and grant applications. As provided in Section 5.5, if an organization ceases to be a Collaborator, it will promptly terminate any use of the GCRI Marks and no longer hold itself out as a Collaborator or Member.

10.2 Identification as a GCRI Affiliate:

Collaborators may grant to any Affiliate(s) with which it enters into agreements to carry out GCRI activities the right to identify themselves as a “GCRI Affiliate” or “GCRI Member” and to use the GCRI Marks in both their internal and public efforts, including public statements, publications, websites, and grant applications. Suppose an organization ceases to be an Affiliate. In that case, Collaborators will ensure that the organization promptly ceases any use of the GCRI Marks and no longer holds itself out as an Affiliate or Member.

10.3 Use of GCRI Marks

To protect and preserve the GCRI Marks for the benefit of all Members, Members will (i) only use the GCRI Marks in the forms provided to Collaborators by Coordinator; (ii) not combine the GCRI Marks with any other trademark, word, symbol, letter, design or mark; (iii) not use the GCRI Marks as part of their organizational or service name or Internet domain or style; (iv) not use the GCRI Marks in such a way as to give the impression that the GCRI Marks are their property; or (v) not use any GCRI Marks in connection with any activity that disparages GCRI, damages the goodwill associated with GCRI, or is in a context that is otherwise inconsistent with GCRI’s values and mission. The coordinator may object to any proposed or actual use of the GCRI Marks; Members will terminate such use within ten days after receiving written notice of disapproval. Collaborators are responsible for ensuring that Affiliates to whom they may grant use of GCRI Marks comply with these requirements.

10.4 Management of GCRI Marks

As an aspect of its role and for administrative convenience, the coordinator is and will be the sole owner of all rights, title, and interest in and to the GCRI Marks, GCRI website, and all website content except for content attributed to Members or other third parties, and the rights granted to Members under Sections 10.1–10.3 will be considered non-exclusive, royalty-free licenses by Coordinator to Members. The coordinator may establish use protocols and make decisions about non-Member use of the GCRI Marks. Coordinator is not obligated to file any application for registration of any of the GCRI Marks, secure any rights in any of the GCRI Marks, maintain any trademark registration for the GCRI Marks, pursue infringement or other claims, and may make all such decisions in its sole discretion.

10.5 Use of Collaborator Names and Logos

The coordinator may use Collaborators’ logos, names, and designs in both internal and public GCRI-related activities, including, without limitation, publications, materials, the GCRI website, and hyperlinks to Collaborators’ websites, and for any use required by a grant agreement.

10.6 Public Statements

In advance of making any press release relating to GCRI, Collaborators will provide copies of the announcement to the coordinator to give such documents to the Funders as required by any grant agreement. In making other public statements about GCRI, Collaborators will comply with any communication guidelines established by the coordinator. The collaborator will ensure its Affiliates are informed of and comply with the provisions in this Section 10.6.

10.7 No Public Policy Positions

GCRI, as collaboration and in its name, will not lobby or otherwise take public policy positions. In their capacity as GCRI’s Members, collaborators will not take positions on policy issues. While any individual collaborator may engage in those activities in accordance with their own mission and policies, each collaborator agrees and acknowledges that no such activities undertaken by a Collaborator will be imputed to any other Collaborator or GCRI. Collaborators agree that the GCRI website will contain a disclaimer stating that any viewpoints set out in any of the materials or information accessible on the website may not be attributed to GCRI or any Collaborator but solely to the authors of the material.

10.8 No Endorsement

In coordinating GCRI efforts, facilitating referrals among Members and other agencies, and permitting Members to use the GCRI Marks, the coordinator does not endorse, sponsor, or take responsibility for Collaborators or their projects, activities, or services. No Collaborator may make any statement or imply, orally or in writing, that coordinator endorses, sponsors, or takes responsibility for the collaborator’s programs, activities, or services. The Collaborators will not use the GCRI Marks to imply the coordinator’s endorsement or sponsorship.

11. Relationship

11.1 Relationship of the Parties

Collaborators agree that this Charter does not create an association, joint venture, partnership, or any other entity among them, nor does it make any liability for one collaborator based on another collaborator’s acts. No Collaborator will hold itself out as the agent of any other Collaborator. No Collaborator will have any right, power, or authority to enter into any agreement for or on behalf of any other Collaborator or GCRI, incur any obligation or liability, or otherwise bind any other Collaborator or GCRI.

11.2 Responsibility for Own Actions

Each collaborator will have sole responsibility for the planning, management, and implementation of its own activities relating to GCRI, including, without limitation, managing its budget, hiring and managing employees, and paying expenses.

11.3 Contracts with Other Parties

Each collaborator may be required to enter into contracts with third parties, including agreements with Affiliates, to carry out its responsibilities. These contracts will be the sole responsibility of the entity entering into the contract; no other Collaborator will assume any liability for or guarantee the performance of the other in conjunction with any of these contracts.

11.4 Responsibility for Local Affiliates

Each collaborator will ensure that any Affiliate with which it works to carry out the tasks specified in any MOUs between itself and coordinator will comply with all applicable conditions, requirements, and restrictions of such MOUs, this Charter, and any applicable grant agreement.

11.5 Coordinator’s Departure

If for any reason, the coordinator no longer serves as the coordinator, or if GCRI incorporates, becomes an unincorporated association capable of property ownership, or ceases to exist, the coordinator will promptly transfer GCRI Marks, contracts, and other assets to an appropriate recipient as it determines in consultation with Steering Committee.

11.6 Limitation of Liability

The coordinator will not be liable to Collaborators or any other Members for any action Coordinator takes or omits to take as coordinator under or in connection with the Charter or the activities contemplated by this Charter (except for its gross negligence or willful misconduct). The coordinator has no obligation to monitor or guarantee any Member’s performance of such Member’s obligations under this Charter or any MOU or other Agreement contemplated by this Charter. The use of the term “fiscal agent” is not intended to connote any fiduciary obligations or give rise to obligations arising under agency law; it is used instead for convenience and according to customary sector usage to reflect an administrative relationship among independent contracting parties.

11.7 Indemnification

Collaborators, including Coordinator, will indemnify and hold the other Collaborators and their directors, officers, employees, agents, and assigns harmless against all claims, liabilities, losses, damages, and expenses, including attorneys’ fees that they may suffer arising out of such collaborator’s implementation and management of its GCRI activities or otherwise relating to GCRI or the Collaborator’s activities, except to the extent that such liability is caused by the gross negligence or willful misconduct of any indemnified party.

12. General Provisions

12.1 Legal Effect

This Charter is legally binding on Collaborators, including Coordinator.

12.2 Amendments

This Charter may be amended only as stated in writing signed by at least 75% of the Collaborators and which recites that it is an amendment to this Charter. The coordinator may amend all exhibits to this Charter as new information becomes available without the other Collaborators’ approval or signature.

12.3 Governing Law

This Charter will be governed by Canadian law.

12.4 Counterparts

This Charter may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed one instrument. Transmission by fax or PDF of executed counterparts will constitute effective delivery.

New Member Agreement Form

This document is a New Member Agreement (the “Agreement”) contemplated by the GCRI Collaboration Charter (“the Charter”).
Any defined terms used in this Agreement have the meaning specified in the Charter. Each of the Collaborators named in the Charter and any other New Member Agreement has approved the addition of _ as a Collaborator under the Charter. The Collaborators have authorized the coordinator to execute this Agreement on their behalf. On execution of this Agreement and delivery of a copy to each existing collaborator, will become a party to the Charter as a Collaborator and is granted and agrees to assume all the rights and obligations of a Collaborator under the Charter.