Butterfly Coalition Member Rules and Policies

1. Organisation name

The name of the organisation is Butterfly Coalition (‘the Organisation’), founded by Pamela Watson (“the Proprietor”) in collaboration with Olatowun Candide-Johnson, Founder and CEO of GAIA AFRICA.

2. Organisation vision and purpose

The organisation vision (“the vision”) is to game change governance in Africa with women as the catalyst.

The organisation purpose (“the purpose”) is to drive rapid change in attitudes, knowledge and action towards good governance in everyday African interactions, so they become habitual and institutionalised.

3. Organisation values
To achieve our vision and purpose, all Butterfly Coalition stakeholders, including Proprietor, Management Team, employees and Members embrace:

Integrity
The quality of being honest, fair and having strong moral principles. Doing the right thing, even when no one is looking, even when it is hard. Saying what we mean and doing what we say.

Courage
Being brave enough to take on stretch challenges and measured risk, accepting consequence for ourselves and our businesses and boards. Daring to be different from the norm. Doing the right thing to achieve change.

Collaboration
Committed to supporting each other to get solutions, impact and outcomes for our purpose as quickly as possible. Challenging each other in healthy ways and having each other's backs.

Trust
Firm belief in the reliability, truth and ability of women to work together for common purpose and impact.

Pragmatism:
Dealing with things sensibly and realistically, in a way that is based on practical rather than theoretical considerations, always seeking to maximise impact.

Excellence:
Paying attention to detail and seeking to go beyond expectations in all we do in order to create accelerated impact.

4. Building blocks of the Butterfly Coalition

Diversity
We attract, lead and support a coalition of women game changers, working at every level and organisation in African society, who are passionate to be informed and to join action with others to lead change on governance in their own space – home, business or institution and community. We welcome men but our focus is to mobilise women and we prioritise addressing governance issues faced by women.

Equality
We are not elitist. While leadership at the top is critical to change so is change at all levels of organisations and society. We do not promote one group or individual above another; instead we support each other and treat each other as equals.

Fidelity
Faithfulness to our purpose, demonstrated by continuing loyalty, contribution and support.

Perseverence
We are determined to achieve the widespread change on governance that we seek and are resolved to celebrate our wins and re-strategize and deploy resources in the face of difficulties and delays we encounter.

Exponential speed
Eager desire for rapid, accelerating change. Intolerance of anything that thwarts, delays or hinders the change we seek.

Accelerated impact
Relentlessly seek outcomes, impact and learning at speed. Objectives are tracked, measured, reported and celebrated. Success stories make us bolder to broaden our support base and impact. Going out of our way to support each other and create wow.

5. Primary concepts

The Proprietor is responsible for providing the services for carrying on the Organisation in accordance with the Purpose and Vision of the Organisation and these Rules/Policies.

The Advisory Board (“Advisory Board”) is nominated by the Proprietor to review and advise on the strategic direction and performance of the Organisation, and to give considered advice, recommendations and/or counsel in connection with the Organisation Purpose.

The Membership Committee nominated by the Proprietor from time to time (“the Membership Committee”) shall deliberate upon and decide membership applications received.

Other Committees (such as, for example: “Planning Committee”, “Webinar Committee”, “Knowledge Bank Committee”) may be formed from time to time (“Other Committees” or “Committee”) to deliberate upon and report on matters designated to each Committee.

Membership shall consist of Members (hereinafter called “Members” and “Membership” shall be construed accordingly). Founder Members are a special category of Members, subject to the same policies as all Members, albeit with additional benefits and responsibilities listed below.

The Member Policies shall be applicable to all Members.

A Management Team (“Management” or “the Management Team”) will be appointed and designated with specific roles and responsibilities. They are not Members.

The Butterfly Coalition offers Members access to its growing online and offline Knowledge Bank (“Knowledge Bank”). The Knowledge Bank comprises video, audio and written resources, authored by Butterfly Coalition Management, its employees and/or agents, and/or its Members, created, stored, edited and shared online through various mechanisms and events such as online fora, discussion groups, workshops, panel discussions, webinars, podcasts, conferences, case studies, research findings, white papers and more. The Knowledge Bank is compartmentalised with three access levels: “Public” (free to all), “Member Only” (free to fully paid-up Members) or “Paid Content” (behind a paywall). The content available in each access level may be varied at any time at the discretion of the Proprietor and/or the Management Team.

6. Advisory Board

The Advisory Board shall consist of a group of suitably experienced people appointed from time to time by the Proprietor at her sole discretion and shall meet on a designated periodic basis.

The roles, responsibilities and expectations of the Advisory Board are formalised in terms of reference approved by the Proprietor and determined to best suit the Organisation’s particular circumstances and needs but generally they will relate to providing objective advice, insights or recommendations. Members of the Advisory Board have no authority to act on behalf of the Organisation.

7. Membership Committee

The Membership Committee shall consist of members of the Management Team and individual Members selected by the Proprietor from time to time at her sole discretion and shall meet once every month.

The Membership Committee shall exercise the powers given to it under these Policies together with such other powers of management as it may from time to time undertake at the request of the Proprietor.

8. Other Committees

Other Committees, formed from time to time by the Proprietor, will have a specified scope of work, objectives, responsibilities and process for meeting and reporting. They will exist on a time limited basis, which may be extended at the sole discretion of the Proprietor.

These Other Committees shall consist of Members of the Management Team and individual Members nominated by the Advisory Board and approved by the Proprietor at her sole discretion and shall meet on a designated periodic basis.

These Other Committees shall exercise the powers given to it under these Policies and Guidelines together with such other powers specified at their creation at the request of the Advisory Board and as approved by the Proprietor.

9. Control and management

The Proprietor and the Management Team shall have all administrative powers necessary to carry out the Purpose & Vision of the Organisation in accordance with these Policies.

10. Details of Membership

Applications for Membership shall be made on an e-application form provided for that purpose by the organisation. A valid form of identification will be required to verify Membership and eligibility for Membership.

Every candidate for Membership, including Founder Members, shall provide two referees, each of whom must be known to the candidate for a minimum of two years. Each referee shall complete and submit the e-referee form making a recommendation of the candidate for Membership.

Every candidate for membership is required to indicate on the e-application form provided, how they plan to contribute to the Butterfly Coalition and attest they will play an active role towards fulfilling the organisation’s mission.

Every candidate must attest they have read and accepted these Rules/Policies and will comply with the Butterfly Coalition Code of Conduct.

Candidates must make payment of their first annual membership fee in full to the Organisation to have their application processed.

Subscription fee is refundable only where the application for Membership is not successful. Otherwise, subscriptions are non-refundable.

A successful candidate shall be notified of her election and shall become a Member of the Organisation and shall thereafter be entitled to all the benefits and privileges of such Membership. Members will be issued with a virtual Membership card and access to a downloadable member logo.

Membership confers free access to Member Only sections of the Knowledge Bank. Accessible and free sections for all fully paid-up Members can be amended at any time without notice.

Membership benefits, including access to the Member Only section of the Knowledge Bank, are accessible for all fully paid-up Members. These benefits can be amended at any time without notice.

Access to some services offered by the Butterfly Coalition will require additional payment. This may include access to training programmes, webinars, mentoring and/or coaching services, Paid Content section of the Knowledge Bank and for attendance at conferences. Benefits requiring additional payment by non-members and/or fully paid-up Members can be amended at any time without notice.

The annual membership fee shall be fixed by the Organisation.

Membership is offered for an individual and not for a company, organisation or institution.

Membership is non-transferable.

Members shall have the right to propose potential candidates for the Membership Committee’s consideration. The Membership Committee’s decision shall be final, and binding and the Membership Committee will not enter into any correspondence or consider any appeals.

The Membership Committee shall have sole discretion as to who shall become a Member of the organisation and shall have the right to refuse any application for Membership for any reason without giving any explanation.

All Members agree to be bound by, and to observe at all times, these Rules/Policies.

11. Membership Verification

Members may view their respective membership details in the Member login area using their unique user name and password provided at Membership acceptance. Members may amend their personal membership details and records at any time.

12. Members’ Code of Conduct

At Butterfly Coalition we conduct our business according to the highest standards of honesty, integrity, respect and fairness when dealing with all of our Members, Partners, Sponsors, employees and other stakeholders. We expect our Members to mirror this behaviour.

The Members' Code of Conduct applies to all categories of Members, including Founder Members.

Butterfly Coalition requires its Members to observe the highest standards of professional conduct and ethical behaviour in all of their activities.

By maintaining such standards, Members enhance their own standing as professionals, entrepreneurs and senior leaders, and increase public confidence in the management and administration of corporations, organisations and institutions in Africa. Only through maintaining these standards individually, can our Members together game change governance in Africa with women as the catalyst.

Members shall uphold the vision and purpose of Butterfly Coalition and abide by the Member Rules/Policies.

Members will behave in accordance with the Values of the organisation: Integrity, Courage, Trust, Collaboration, Pragmatism and Excellence.

Members shall refrain from any conduct or action which detracts from the reputation and interests of Butterfly Coalition.

13. Rules/Policies for Founder Members

There are a maximum of 50 Founder Members. Founder Members have privileges and benefits not available to ordinary Members. They also have extra responsibilities.

Privileges and benefits include:
• Use of Founder Member logo and virtual Founder Member card.
• Earn recognition and respect for being publicly identified as a founder game changer of governance in Africa, and receive benefits for being recognised for your commitment to integrity and leading change.
• Online Member Directory listing will indicate Founder Member status.
• Invitations only available to Founder Members, including invitations to:
• Founder Member only discussion and planning fora.
• Contribute to organisation governance and risk management priorities and to help shape the future of Butterfly Coalition.
• Join affiliate programmes: for introduction of new members, partners and/or sponsors (when designed).
• Become Butterfly Coalition paid coach and/or mentor (when programmes are started).
• Participate at Butterfly Coalition training programmes, annual conference and events.
• Discounts only available to Founder Members, including discounts for:
• Butterfly Coalition paid training programmes, annual conferences and events.
• Your company or organisation to become a partner and/or sponsor.
• Butterfly Coalition branded products (when available).

Extra responsibilities include:
• Lead or contribute to at least one webinar or panel discussion each year of membership.
• Be an active member: contribute to building a supportive community offering mutual support to other Members. This includes participating in online discussion forums and case studies, contributing to Knowledge Bank and to organisation research and/or joining a planning or management committee.
• Share information about Butterfly Coalition with your networks to encourage and introduce new members. Priority processing will be made of applications for recommended potential members.

All invitations to Butterfly Coalition roles are solely at the discretion of the Committee established for that purpose or the Proprietor and/or Management Team when authority has not been conferred on the relevant Committee.

Invitations will be based on criteria for each role and a judgement on the sector and topic experience, energy and ideas of the Founder Member candidates and the diversity required. Founder Members are invited to indicate their willingness and interest in taking on roles and this will be considered when roles are being filled.

These privileges and benefits offered to Founder Members and their responsibilities can be amended at any time without notice.

The status of Founder Member is available in perpetuity to the Member as long as the Founder Member remains a continuous and fully paid-up Member of Butterfly Coalition and is not in breach of any of the policies, rules or code of conduct. The status terminates should membership lapse or be suspended or terminated.

14. Guidelines for Members' use of Butterfly Coalition logo

Only Members may use the Butterfly Coalition logo, dependent on the following conditions:

• Members are encouraged to use the logo to show your membership of Butterfly Coalition. For Members, the logo has the word ‘member’ under Butterfly Coalition. For Founder Members, the logo has the words ‘Founder Member’ under Butterfly Coalition. Only Founder Members may use the Founder Member logo.

• You must present the logo in a way which fairly represents the Organisation and its role.

• The context in which you insert the logo must not give the impression that you or your organisation is sponsored or endorsed by the Organisation. Any such arrangements must be prior approved by the Butterfly Coalition.

• The context in which you insert the logo must not suggest that the Organisation has created any of your content.

• You must use our design and formatting and you must not change the logo in any way.

• Downloads of the logo relevant to your membership category will be made available on joining or by request to the Butterfly Coalition.

• Please do not copy the logo from a web page on this site. Instead, please download the logo file type which is appropriate for your needs and membership status. A JPEG is suitable for online usage. For an email signature use this JPEG format. An EPS file is suitable for print purposes.

• The logo may be used only on web pages that make accurate references to Butterfly Coalition. Your web page title and logo or other trademarks must be more prominent than our logo, in order avoid giving the impression that the page is that of the Butterfly Coalition or is endorsed by us.

• Changes to the size (but not the relative dimensions) and positioning of the logo can be made to allow you to use our logo on your website, LinkedIn profile, business cards and letterhead. However, if another use is contemplated or you are unsure about permitted changes, please contact the Butterfly Coalition for guidance.

• We encourage you to link our logo to our website. If you do this, please link it to www.butterflycoalition.com

15. Guidelines for Member participation in webinars, workshops and panel discussions

From time to time, Members may be invited to lead or participate in webinars, workshops and panel discussions. Founder Members are expected to lead or participate in annually at least one webinar, workshop and/or panel discussion.

As participation in Butterfly Coalition events holds some greater accountability towards the reputation and image of the organisation, the following statements have been drawn up to assist Members by making clear Butterfly Coalition’s expectations.

Guidelines

• Public statements on behalf of Butterfly Coalition should only be made by persons directly authorised by the Butterfly Coalition in writing.

• Members writing or speaking publicly in a professional or expert capacity may identify themselves as Founder Members and/or as Members of Butterfly Coalition. They should also indicate, when appropriate, that their opinions may not reflect the views of Butterfly Coalition but are personal views.

• Butterfly Coalition expects all Members will maintain the highest professional and ethical standards when they identify themselves as Members or Founder Members of Butterfly Coalition in public statements. In determining what constitutes professional or expert comment Members should be guided by good judgment and common sense.

16. Guidelines on contribution of content by Members to the Butterfly Coalition Knowledge Bank

We value our Members’ and/or Founder Members’ contribution to the Butterfly Coalition’s Knowledge Bank.

Sharing your experience, ideas, tips, templates, white papers, case studies, opinions and comments and the like is fundamental towards the Butterfly Coalition’s capacity to fulfil its purpose. Members are expected to participate in and sometimes lead explorations of governance and risk management issues by sector and topic, and help offer, uncover and record solutions. Collaboration and mutual support are cornerstones of how we can be effective in our mission. Thus, Members’ contributions of any kind are thereby deemed contributions to the Butterfly Coalition Knowledge Bank, and may be used in whole or in part in any section of the Knowledge Bank.

We appreciate the sensitivity of some situations and governance dilemmas you experience and shall respect your privacy. We invite you to disguise the company, organisation and people referred to for your own privacy and security, and we reserve the right to delete or disguise authorship, people and experiences as we deem appropriate.

Our expanding Knowledge Bank will be used to fulfil the purpose of the Butterfly Coalition, in particular for its advocacy, training, coaching and mentoring roles and for marketing purposes.

All contributions and content developed by or for the Butterfly Coalition become the property of the Butterfly Coalition. For the avoidance of doubt, no payment is payable to a Member for the organisation’s use in whole or in part of their contribution to the Knowledge Bank.

We reserve the right to use all contributions and content developed by or for the Butterfly Coalition to serve the purpose of the Butterfly Coalition in any way deemed appropriate by the Organisation.

Where appropriate, we shall endeavour to offer attribution to direct quotations, video clips and case study responses.

Permission to use all images, comments, content and contributions by a Member to Butterfly Coalition resources are deemed to granted by the Member.

17. Guidelines for listings in Member Directory

Only fully paid-up Members may be listed in the Member Directory.

Members are responsible for the accuracy and content of their listing. Amendments to a listing may be submitted in writing (by email) to the organisation. We will endeavour to acknowledge receipt of your amendment within two business days, and to process the amendment within an average of 7 business days.

The Member Directory lists individuals and not companies, businesses or organisations.

Founder Members will have their status indicated.

The information fields and content of the listings in the Member Directory is subject to change by the Proprietor at any time.

18. Suspension and termination of membership

The Membership Committee may suspend from Membership for a specific period, or terminate the Membership of any Member whose conduct, in the opinion of the Membership Committee might be injurious to the purpose, character or interests of the Organisation.

For the avoidance of doubt, the following (non-exhaustive) list of behaviours / offences will lead to the immediate suspension of a Member from the organisation and may lead to termination of their Membership:

• Behaviour that breaches the Butterfly Coalition Code of Conduct.

• Any action likely to bring the organisation into disrepute.

Before a Member is suspended or her Membership terminated, the alleged offender’s conduct shall be inquired into and the person involved shall be given the opportunity to defend herself and to justify or explain her behaviour. Having inquired into the events, if the Membership Committee is of the opinion that the Member’s conduct in in breach of the Organisations rules, policies or code of conduct as mentioned above and has failed to justify or explain it satisfactorily, the Committee may either suspend or terminate the Membership of such Member at its discretion.

Membership is terminated if annual subscription fees and/or any other debts owed to the Organisation by a Member are not cleared within 30 days from the date request for payment is made by the organisation.

The Membership Committee reserves the right, in its absolute discretion, to terminate the Membership of any Member for any reason and at any time.

In the event that membership is cancelled or withdrawn, no membership fee (or part thereof), or any other payment made to the Proprietor shall be refunded.

The name of a Member whose Membership is terminated will be removed from the list of registered Members and she will immediately cease to be a Member of the Organisation.

19. General policies

The Organisation shall use all reasonable endeavours to ensure that no Member receives less favourable treatment on the grounds of their gender, race, religion or belief, disability, marital status, age, nationality, colour, ethnic origin, political belief or other individual difference.

The Organisation and/or Proprietor and/or Membership Committee and/or any employee or agent or representative of the organisation will not be held liable for any act of omission made by any Member and will be held harmless from any loss or damage arising to any Member whatsoever.

The Organisation has established a Privacy Policy in respect of the confidence its Members place in it and in conformity with high standards of data protection to which it is committed. By becoming a Member, it is acknowledged that any personal information (“Personal Information”) that Members make available to the organisation either through the Membership process, the Member Directory, contribution to the organisation through online events, social media and/or the organisation website and/or the organisation online forums or otherwise is done so voluntarily and with the relevant Member’s/ guest’s knowledge and consent.

Members consent to use of their image reproduced in photograph or video in training, marketing, website and other material used for the Organisation purpose. All content developed by or for the Organisation shall belong to the Butterfly Coalition.

Members agree to keep all passwords, usernames, and/or any other identifying information used on or in connection with the organisation and/or its website (the “Access Profile”) private and secure. The Access Profile is strictly personal and may not be shared with or disclosed to any other party. Members understand that the Access Profile is confidential and that they will be held responsible for any damage caused through use of the Access Profile by any unauthorised person.

20. Alteration of Policies

These Policies may be revoked, supplemented or altered by the Organisation at any time at its sole discretion. Any such revocation, alteration or addition shall be deemed to have been brought to the notice of Members provided that a copy thereof is prominently displayed on the organisation’s official website.

21. Dissolution

The Organisation may be dissolved by the Proprietor at any time at its sole discretion with prior notice to Members.

22. Disputes

Any dispute or difference which may arise in respect of these Policies and/or in relation to Membership or operation of the organisation shall be determined by an internal committee formed to resolve disputes, whose decision shall be final and binding on all Members.

23. Interpretation of Butterfly Coalition Policies

In the event of any dispute arising as to the meaning or interpretation of these Policies, the matter shall be referred to the Proprietor whose decision shall be final. The Proprietor reserves the right to make amendments to the Policies at any time without prior consultation. Variation or revocation of the Policies shall be deemed to have been brought to the notice of the Members.

24. Governing Law

Membership and service provision by the organisation to its applicants and Members shall be governed by prevailing local laws in London, United Kingdom.

20. Severability

In the event any one or more of the provisions of these Polices shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Policies and Guidelines shall be unimpaired and the Policies shall not be void for this reason alone.

Last updated May 10, 2021.