HNI Network

Member Charter

What the network is, and what its members owe one another. The charter is given to every member at admission and re-affirmed each year.

Article One · Purpose

1.1 HNI Network exists to convene. It provides its members a confidential room in which to think out loud among people in a comparable position, and it provides nothing else.

1.2 The network convenes; it does not counsel. It forms no view on a member's affairs, makes no recommendation, and takes no position on any decision a member reaches. Members keep their own advisers.

1.3 What the network undertakes is narrow, and within its limits it is absolute: that the room is peers only, that what is said in it stays in it, and that no one in it is selling.

1.4 Every provision that follows exists to hold those three conditions. Where a reading of this charter would weaken them, the other reading governs.

Article Two · Confidentiality

2.1 Everything said in a members' setting stays in that setting. A members' setting means a peer group meeting, a private convening, the annual gathering, the members' letter, and any exchange between members arising directly from them.

2.2 Nothing is recorded, transcribed, photographed or minuted for circulation. The network keeps no account of what any member said.

2.3 Members do not identify other members, or attribute anything to them, outside the room — not to press, not to staff, not to advisers, not to counterparties, and not to family who were not present.

2.4 Each member signs a confidentiality undertaking before their first meeting and re-affirms it annually. The undertaking is a contract; this article states what it is for.

2.5 The obligation survives membership. It continues without limit of time after a member leaves, however they leave, and it binds equally a member who resigns, a member whose membership is withdrawn, and the estate of a member who dies.

2.6 There are two exceptions and no others:

• Compelled disclosure. Disclosure required by law, or by a court, regulator or tribunal of competent jurisdiction. A member so compelled notifies the membership office as soon as they lawfully may, and discloses no more than is required.
• Information already public. Information that is already in the public domain otherwise than through a breach of this article.

2.7 A member who discovers that something has left the room reports it. Reporting a breach is never itself a breach.

Article Three · No solicitation

3.1 This is the central rule of the network. Members do not pitch, sell, raise, place, recruit or solicit inside the network — not in a meeting, not in the margins of one, and not afterwards on the strength of having been in the room.

3.2 Without limiting that, a member may not, in or arising from a members' setting:

• offer, promote, describe as available, or seek investment in any security, fund, vehicle, scheme, deal or investment product;
• raise capital, seek a mandate, seek a commitment, or solicit a subscription;
• sell or promote professional, advisory, commercial or intermediary services, whether their own or another's;
• recruit a member, or a member's people, to a company, board or engagement;
• introduce any person to any other person for a fee, commission or other consideration;
• solicit for a charity, campaign or cause, except with the prior written consent of the membership office.

3.3 Persons whose interest in the room would be commercial — bankers, brokers, placement agents, fund managers, advisers and intermediaries acting in a professional capacity — are not admitted as members. The network takes no sponsorship, sells no access, carries no advertising, and admits no vendor in any form.

3.4 This charter governs conduct inside the network. It does not police private life: members are free to do business with one another outside it, on their own initiative and at their own risk. But the room may not be the origin of the approach, and the network takes no part in what follows, is told nothing about it, receives nothing from it, and gives it no standing of any kind.

3.5 The rule is enforced because candour is only possible where nobody present has anything to gain from what is said. The moment one member becomes another member's prospect, the room stops doing the one thing it exists to do — and it does not recover. Members are pitched constantly everywhere else; the absence of it here is the whole product, and it is not a preference the network can trade away.

3.6 Breach of this article is grounds for immediate withdrawal of membership under Article Five. It is the provision the network enforces most literally, and the one on which it accepts the fewest explanations.

Article Four · Admission

4.1 Membership is by application and committee review. There is no other route. A referral from a member carries weight and admits no one.

4.2 Review comprises, in order: the written application; a call with the membership team; consideration by the membership committee against the network's published standards; references, including from the referring member where there is one; standard background checks; and a final interview.

4.3 The committee's decision is final. Detailed reasons are not given, which is the only way the committee can deliberate candidly about the people already in the room. Most applications are declined, and an application declined once does not prevent an application later.

4.4 An applicant's statements are taken in good faith. A material misstatement or omission in an application is grounds for withdrawal of membership at any time afterwards.

4.5 Membership is personal and non-transferable. It attaches to the individual admitted. It may not be assigned, shared, inherited, held through an entity, delegated to a colleague, family member, office or representative, or exercised by anyone else. A member may not send a substitute to a meeting.

4.6 Membership runs for a membership year and continues by renewal. Renewal is conditional on re-affirmation of this charter and on standing under Article Five. A member may resign at any time by writing to the membership office; Articles Two and Three continue to bind them.

Article Five · Conduct and standing

5.1 Members are admitted on judgement and character as much as on circumstance. The qualities the network asks for are simply stated:

• Character. The capacity to hear a hard question about one's own decisions without flinching, and to ask one without cruelty. Candour offered before it is comfortable.
• Contribution. Real matter put on the table. A peer group is worth exactly what its members are willing to bring to it, and a member who only takes will be asked about it once, and then reviewed.
• Discretion. Article Two observed without being invoked — in what is repeated, in what is implied, and in what is left unsaid outside the room.

5.2 No member represents the network, speaks for it, or uses its name, marks or membership in any commercial context, marketing material, biography, offering document or regulatory filing, without the prior written consent of the membership office.

5.3 Standing is reviewed as a matter of course at renewal, and at any time on the membership committee's own motion. Membership may be withdrawn. Grounds include breach of Article Two; breach of Article Three; conduct that makes other members unwilling to speak freely; sustained non-attendance; and material misstatement under clause 4.4.

5.4 Before membership is withdrawn, the member is told the substance of the matter and given a fair opportunity to respond to the committee. The committee's decision is final and is communicated in writing. Where a breach of Article Two or Article Three is established, withdrawal is ordinarily immediate.

5.5 Withdrawal ends membership and nothing else. The obligations in Articles Two and Three continue to bind a former member exactly as they bound a member.

Article Six · Convenings

6.1 Each member is placed in a standing peer group of roughly a dozen members, screened for conflict and balanced across source of wealth, sector and geography. Placement is made by the network. A member who identifies a conflict in their group says so, and is moved.

6.2 Groups meet monthly, in person where the city allows. Continuity is the point: a group is built to hold for years, and the conversation worth joining for is the one available in year three.

6.3 Attendance is expected. A member unable to attend tells the group in advance and does not send anyone in their place. Sustained absence is a matter of standing under Article Five, because a group cannot carry a chair that is reliably empty.

6.4 Preparation is expected. A member taking the floor brings the matter in a form the room can work with, and brings the real question rather than the presentable version of it. The room's function is to interrogate a decision, not to endorse it.

6.5 Every members' setting runs under the Chatham House Rule, applied strictly. A member may use what they hear. A member may not reveal, or allow to be inferred, the identity or affiliation of the speaker or of any other person present.

6.6 Where a member is speaking about their own affairs — which is most of what the room is for — Article Two applies in addition and is the stricter obligation. Those particulars do not leave the room at all, in any form, attributed or not.

6.7 Nothing is recorded. Devices are not used to capture proceedings. Guests are not admitted, except that at the annual gathering a member may bring one family member, who signs the same confidentiality undertaking before attending.

6.8 The members' letter circulates between convenings and carries information and observation only: what the room has been discussing, reading, and asking. It contains no recommendation, no security, no offer and no advice. It is for members, and it is not forwarded.

Article Seven · What the network is not

7.1 HNI Network is a private membership and peer-convening organisation. It is not a financial services business.

7.2 It does not provide investment advice, whether personalised or general, and does not provide financial, securities, tax or legal advice.

7.3 It does not manage, pool, hold, custody, direct or exercise discretion over the money or assets of any member or applicant, and it operates no fund, vehicle or scheme of any kind.

7.4 It does not offer, sell, place, underwrite, distribute, recommend or solicit any security, fund, scheme, note or investment product. Nothing issued by the network, said in a convening, or published on its website is an offer, an invitation to subscribe, a solicitation, a recommendation or a prospectus.

7.5 It does not introduce members to issuers, sponsors, managers or counterparties, and it receives no commission, finder's fee, referral fee, placement fee, carried interest or other compensation tied to any transaction, from any person, in any jurisdiction.

7.6 It is not registered with, and is not regulated by, the Securities and Exchange Board of India, the United States Securities and Exchange Commission, FINRA, or any other securities or financial regulator, because it carries on no activity requiring such registration. It is not a SEBI-registered Investment Adviser, Research Analyst, Portfolio Manager or Alternative Investment Fund, and it is not a registered investment adviser or broker-dealer in the United States.

7.7 These are not house preferences. Each corresponds to a line drawn by law, and the network states them plainly so that no member is left to discover them:

• India — advice for consideration. Under the SEBI (Investment Advisers) Regulations, a person who advises on securities or investment products for consideration must be registered with SEBI. Providing unregistered investment advice for consideration is an offence under Indian securities law. The network gives no such advice and takes no consideration for any.
• United States — transaction-based compensation. Receiving transaction-based compensation for introducing investors to issuers is the line that makes a person an unregistered broker-dealer under section 15(a) of the Securities Exchange Act of 1934. The network takes no transaction-based compensation of any kind, from anyone, ever.
• United States — general solicitation. Rule 506(b) of Regulation D prohibits general solicitation and general advertising in a private offering. The network conducts no offering. Article Three means no member may use the network to conduct one either: a member who pitches a private placement into the room puts their own exemption at risk, not merely their membership.

7.8 Peer discussion is not advice. Nothing another member says is advice, and no member should rely on it as such. Members retain their own regulated advisers and remain solely responsible for their own decisions and for the consequences of them.

7.9 Membership confers no investment service, no access to opportunities, no preferential terms with any firm, and no financial benefit of any kind. It confers a place in a room.

7.10 No past, present or projected performance, return, yield or outcome is stated, implied or promised by the network anywhere, in any material, to any member or applicant.

Article Eight · Amendment

8.1 This charter is amended only by [the body empowered to amend it — e.g. the board of HNI Network], on the recommendation of the membership committee, and only in writing.

8.2 Members are given notice of a proposed amendment not less than [notice period] before it takes effect, together with the text of the change, and may comment to the membership office within that period.

8.3 Articles Two, Three and Seven are the load-bearing provisions of this charter. They may be strengthened at any time. They may not be weakened, and an amendment that would weaken them requires [the approval threshold your constitution sets — e.g. unanimity of the board and consultation of the membership].

8.4 An amendment takes effect at the start of the next membership year, except where an earlier date is required by law or by a regulator, in which case it takes effect on the date stated in the notice.

8.5 The current version governs. This is version [version number], adopted [date of adoption]. Superseded versions are held by the membership office and provided to any member on request.