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SFO TOOLKIT FAMILY CHARTER ABOUT THE FAMILY CHARTER This is a sample document for the fictitious John Adams family. TM

SFO TOOLKIT FAMILY CHARTER€¦ · expectations for next generation owners of the Company. 3. To maintain ownership unity and commitment by (i) defining rules for share ownership

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Page 1: SFO TOOLKIT FAMILY CHARTER€¦ · expectations for next generation owners of the Company. 3. To maintain ownership unity and commitment by (i) defining rules for share ownership

SFO TOOLKITFAMILY CHARTER

ABOUT THE FAMILY CHARTERThis is a sample document for the fictitious John Adams family.

TM

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I. Preamble • Background • Family Charter• Company Structure• Company Strategic Plan• Family Genogram

II. Family History and Principles • History• Mission Statement• Objectives• Principles and Values

III. Family Code of Conduct IV. Family Office

• Purpose• Operating Agreement• Family Board of Managers

V. Family Governance • Board of Directors• Family Council

VI. Family Employment Policies • Introduction• General Principles• Employment with the Company

VII. Company Shares • Share Ownership• Dividend Policy• Sale or Transfer of Shares• Shareholders’ Agreements

VIII. Conflicts of Interest IX. Family Education and Training

• Continuing Professional Development• Internships and Part-Time Work• Mentoring Programs

X. Family Philanthropy Appendix

• Appendix A Structure of the Company • Appendix B Strategic Plan of the Company • Appendix C Family Genogram • Appendix D Share Ownership of the Company

TABLE OF CONTENTSOPERATING AGREEMENT

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Page 3: SFO TOOLKIT FAMILY CHARTER€¦ · expectations for next generation owners of the Company. 3. To maintain ownership unity and commitment by (i) defining rules for share ownership

TOOLKIT DISCLAIMER

The Single Family Office Toolkit (the “SFO Toolkit”) offers resources of interest to single family offices for general informational purposes only, and is not intended as user specific advice. Sample documents are provided for illustrative purposes only. The information and materials are not intended to and shall not be used as legal advice; please consult your own legal advisor for guidance on your particular legal needs before using SFO Toolkit materials. Further, the SFO Toolkit does not provide tax, investment or financial advice. To the extent any content concerns tax matters, it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may be imposed by law. Any such taxpayer should seek advice based on the taxpayer’s own circumstances from an independent tax advisor. The SFO Tool-kit does not participate in or sponsor the offer, sale or distribution of any securities, investment products or financial instruments nor does it provide any investment advice, recommendations or guidance, nor shall any information be construed as a recommendation to buy or sell securities or to retain the services of any investment advisor or other professional advisor. While we take care to provide accurate and up to date content, we do not guarantee the accuracy, completeness or currentness of the information provided and use of the SFO Toolkit is at your own risk.

Angelo J. RoblesAngelo J. RoblesFounder & CEO, Family Office Association

SFO Toolkit: Family Charter 3

© 2018 Family Office Association, LLC and Angelo Robles. All Rights Reserved.

Page 4: SFO TOOLKIT FAMILY CHARTER€¦ · expectations for next generation owners of the Company. 3. To maintain ownership unity and commitment by (i) defining rules for share ownership

I. Preamble

A. Background

John Adams originally established Founding Fathers, Inc. in Massachusetts as a privately held family-owned business. John Adams has set the standard by which Founding Fathers, Inc. and its affiliated companies (“Company”) have grown and prospered over the years. John Adams’s wife – Abigail Adams – currently takes an active role in the Company as well as John and Abigail Adams’s eldest son – John Quincy Adams.

The Adams family represented by John and Abigail Adams and their five children – John Quincy Adams, Elizabeth Adams, Susanna Adams, Charles Adams and Thomas Adams (“Adams Family” or “Family”) – recognize the need to define a formal structure regarding the Adams Family’s interests in the Company.

The Family desires to create this Adams Family Charter (“Charter”) as a means to develop formal criteria and to define appropriate Family roles in the Company going forward in order (i) to address the ever-evolving benefits and complexities of operating and diversifying a family-owned business, (ii) to continue to develop the Company most effectively for succeeding generations and (iii) to create a family governance structure separate and independent from the corporate governance structure of the Company.

John Quincy Adams, Elizabeth Adams, Susanna Adams, Charles Adams and Thomas Adams are evolving in terms of their individual personal interests and career trajectories, yet all share a common commitment or desire to work in the Company. While John Quincy Adams is currently active in the Company, the other children of John and Abigail Adams have also expressed their interest to join the Company following a period of time first spent working outside the Company. Currently, there is no formal employment policy in place by which Family members may join the Company, although certain employment criteria for succeeding generations of the Family are included in this Charter.

As the Family expects to grow and expand, and the number of Family employees in (and owners of) the Company is expected to rise as well, the Family has identified a need to create a structured and consensual approach to family governance matters based upon certain established and agreed upon “ground rules” that are included in this Charter and will be carried out through the Adams Family Council (“Family Council”).

Meetings with the Family held in Quincy, Massachusetts in January 2018 demonstrated a strong sense of familial commitment to one another as well as a profound desire to create a structure for the future of the Family and its interactions with the Company. It is on the basis of the meetings with the Family held in January 2018 that this Charter has been drafted and the Family Council has been established.

SFO Toolkit: Family Charter 4

© 2018 Family Office Association, LLC and Angelo Robles. All Rights Reserved.

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B. Family CharterThe principal purpose of this Charter is (i) to document how the formal relationships between the Family and the Company should evolve over future generations and (ii) to express the expectations the Family has with respect to the Company over time. Additionally, this Charter is meant to address significant challenges and issues in a structured and consensual manner through the Family Council.

Additional purposes of this Charter include:

1. To make explicit that the future of the Company is paramount and that – although closely interconnected and aligned – the Family and the Company operate as independent entities with separate and distinct governance and management hierarchies.

2. To define the Family’s role in assuring a smooth succession process for the Company by (i) setting the conditions for future employment by Family members in the Company and (ii) shaping expectations for next generation owners of the Company.

3. To maintain ownership unity and commitment by (i) defining rules for share ownership of the Company in and outside the Family, (ii) establishing dividend policies, (iii) recommending shareholders’ agreements to reflect decisions to be reached by the Family under this Charter and (iv) agreeing what the general purpose and structure of a family office should be.

4. To reinforce the underlying strength and unity of the Family by (i) adopting the Family Mission Statement, Family Objectives and Family Principles and Values, (ii) creating the Family Council and (iii) grooming Family members for future employment and management positions within the Company.

5. To keep family ownership non-conflicted and united and to forge an ever stronger commitment to the future of the Company.

To date, the Company has been governed based upon an implicit agreement amongst members of the Family. Because of the Company’s continuing growth and the evolving roles of the Family in the Company, it has become imperative to share principles and rules for the Family in terms of future roles in the Company in order to preserve the future viability and profitability of the Company.

Developing thoughtful content and creating a fluid atmosphere whereby all family members are encouraged to be authentically and honestly forthcoming in enunciating their individual and collective objectives are signature steps to ensuring informative family meetings whose purpose is to frame a family charter. Circulating an agenda, questions and timetable in advance of family meetings is critical.

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© 2018 Family Office Association, LLC and Angelo Robles. All Rights Reserved.

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This Charter will assist to define and govern relationships between the Family and the Company during the period in which this Charter will be valid and in force. By signing this Charter, each Family member has agreed to abide with the mission, objectives, principles and recommendations contained herein.

C. Company StructureThe current structure of the Company is attached as Appendix A to this Charter.

D. Company Strategic PlanA copy of the Company’s current Strategic Plan is attached as Appendix B to this Charter.

E. Family GenogramThe current genogram of the Family is attached as Appendix C to this Charter. The Family genogram shall be updated on an annual basis by the Family Council.

II. Family History and Principles

A. Family History

[To be drafted by John and Abigail Adams with additional Family input.]

Not all family charters are created equally, especially around the issue of Business First versus Family First. While the Adams Family Charter is premised on the notion that the Adams Family considers the family business to be paramount, other families may adopt a different tack in defining the purpose of the family charter, particularly as it relates to the future role of the family business in the lives of individual next generation family members.

While certain younger family members may be conversant with how the family business was originally founded and how it currently operates, all too often families do not invest sufficient attention to discussing and understanding their shared cultural and historical roots. Drafting a succinct description of family history and how the background of the family interrelates with the family business not only informs younger family members of the gravity of family culture and history but also sets the table for the all-important follow on conversation centered around family legacy.

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B. Family Mission Statement

The Family has set forth its Mission Statement as follows:

1. As an entrepreneurial family, we believe that there is a higher purpose to business beyond the basic creation of wealth.

2. Our enduring goal is to ensure harmony and goodwill within the Family by conducting and safeguarding our business based upon sound and ethical principles and to practice open communication, respect and support for one another’s individual goals in life.

3. At the same time we are committed to preserving, growing and celebrating our unique history, culture and heritage built on entrepreneurship and family values so that future generations of the Family will enjoy the same privileges and blessings that we do.

4. We recognize that unity, creativity, innovation and perseverance form the basis of our Family’s strength.

5. Our Family firmly believes that a strong work ethic and personal accountability form the bedrock of our family values and that if we say we are going to do something, we will do it!

C. Family ObjectivesThe Family is committed to pursuing the following principal objectives:

1. Support the strategic growth, continuity and evolution of the Company.

2. Maintain and strengthen Family cohesiveness and consensus.

To achieve these principal objectives, the Family will ensure that:

1. Prospective employment with the Company will be based upon agreed criteria and standards

Every family is a thumb-print and an effective Mission Statement should ideally reflect the unique character of its family authors. Here the Adams Family has carefully considered what sets itself apart and has worked to mirror the same in its Mission Statement. A family would be wise to resist drafting a Mission Statement that could just as easily pass for one written by another family. Instead, favor bold and forwarding statements that reflect specifically on matters most germane to the family.

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for all Family members who wish to join the Company in the future as generally described in this Charter and more specifically detailed in the Company’s employment policies.

2. Discipline, innovation and a strong work ethic will remain the basis for the culture of the Company.

3. The reputation, viability and good standing of the Company will always be paramount.

4. The Family is committed to ensuring an ecosystem whereby all Family members are encouraged to speak their minds freely without fear of judgment, ridicule or retribution.

5. The Family’s personal commitment to social, religious and cultural values and freedom within the Family remains essential and enduring.

D. Family Principles and ValuesFamily principles and values are important to be transmitted from generation to generation. The Family has stated that its principles and values are as follows:

1. The continuity of the Company will be the first priority for the Family. Family members will be employed within the Company based upon principles and criteria set forth in this Charter and established guidelines and procedures developed by the Company for all employees of the Company.

2. Family issues will be kept separate and distinct from Company issues.

3. Family members must share a common vision for the Company based on honesty and integrity, open communications, trust, a strong work ethic and the improvement and cohesiveness of Family relations at all times.

4. The Family is committed to creating a work environment in the Company that treats all employees of the Company with respect and dignity irrespective of their religious, cultural, political or personal lifestyle choices.

Similar to the Mission Statement, an articulation of family objectives, principles and values works to concretize what matters most to the family. Purposely avoiding vague platitudes and rigorously focusing instead on specific goals and objectives works to achieve clarity, highlight differences and ultimately achieve comity.

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III. Family Code of ConductIn order to guide Family conduct and participation regarding the Company for generations to come, the Family hereby agrees as follows:

1. We will work in concert with the Family Mission Statement, Family Objectives and Family Principles and Values contained in this Charter in order to honor the unique history, culture and heritage of the Family and to safeguard the public reputation of the Company.

2. We will schedule a meeting of the Family Council at least once each quarter in order to address significant changes within the Family and the evolving roles of the Family within the Company.

3. Management responsibilities within the Company must be earned by Family members working within the Company irrespective of the Adams Family name.

4. Clear responsibilities and a defined career path will be developed for each Family member currently working in the Company as well as for those Family members who may wish to join the Company in the future.

5. If disagreement or conflict arises within the Family, it will be addressed with a problem solving mentality and a clear commitment to resolve such disagreement or conflict as amicably as possible while balancing the interests of the Company and the Family.

6. Decisions by the Family will be made in the best interests of the Company. The strategic and business interests of the Company will always supersede the interests of any individual Family member.

7. There will be no special role for future in-laws of the Family within the Company. Future in-laws of the Family will need to demonstrate individual merit and relevant experience before joining the Company.

8. A general review process will be established to ensure that this Charter remains current and viable.

IV. Family Office

A. PurposeSimultaneous with the adoption of this Charter, the Family has elected to form Quincy Adams LLC, a limited liability company operating under the laws of the State of Delaware, as the single family office for the Family

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(“Family Office”). While the initial and principal purpose of the Family Office shall be to engage in providing investment advisory and asset management services exclusively to the Adams Family, the Adams Family also recognizes that the Family Office will likely evolve over time to mirror the evolution and complexity of the Adams Family and its myriad objectives.

B. Operating AgreementRecognizing the critical importance of defining separate governance hierarchies between the Company and the Family Office, the Adams Family shall also enter into an Operating Agreement that will set forth how the Family Office shall be governed, managed and operated.

C. Family Board of ManagersThe Family Office shall be managed by a Board of Managers (“Family Board”) to oversee the activities of the Family Office and will be governed by its Bylaws. The Family Board shall be comprised of five (5) managers, two (2) of whom shall be independent managers. Family managers shall serve staggered, rotating terms of not more than five years. Independent managers shall serve a maximum of three years.

The Family Board shall conduct self-assessment each year that includes a confidential survey of all Family members over the age of twenty-five.

Signpost: While there are numerous structures or entities that it could employ to house the Family Office, the Adams Family has elected to use a limited liability company structure in the State of Delaware. Contemporary practice has largely settled on the use of a limited liability company as the preferred and most durable vehicle for significant families and their family offices domiciled in the United States, although choice of legal jurisdiction can be more complicated and varied depending on individual tax and estate planning considerations.

V. Family Governance

A. Board of DirectorsThe Board of Directors of the Company (“Company Board”) operates separately and independently from the Family Board and the Family Council. The Company Board is governed by its By-Laws.

B. Family CouncilThe Family currently makes decisions by general consensus. For succeeding generations, however, the Family has agreed to make decisions on significant matters impacting the intersection between the Family and the Company (i.e., management and ownership) through the Family Council.

The Family Council may also be generally employed as a platform (i) to inform the Family concerning relevant

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issues or events in the life of the Family, (ii) to engage the Family in discussion of significant developments affecting the Company and its business and (iii) to call for appropriate amendments to this Charter as required or recommended.

The most significant aspects of the Family Council shall include the following:

1.The Family Council shall initially be comprised of John and Abigail Adams and their five children (John Quincy Adams, Elizabeth Adams, Susanna Adams, Charles Adams and Thomas Adams).

2.John Adams shall serve as the initial President of the Family Council.

3.The Family Council may from time to time in its discretion invite selected third-party advisors to attend meetings of the Family Council to offer objective and independent advice and counsel.

4.Decisions in the Family Council shall be made by consensus rather than through a formal voting procedure. However, in the event that the Family wishes to take a vote on an issue of particular importance to the Family, a majority vote by the current shareholders of the Company present in the Family Council will be sufficient to adopt a decision.

5.In order to make important decisions in the Family Council, there should be a quorum present. A quorum shall be reached with the presence of ¾ of the members of the Family Council.

6.If a quorum is not present or feasible either in person, by proxy or through remote communication, the Family Council may be adjourned until such time that a quorum shall become available.

7.If there is a stalemate or deadlock within the Family Council, a third party (i.e., a trusted friend or outside advisor) may be invited in to mediate.

8.Family members who are not able to attend meetings of the Family Council in person will be allowed to participate in meetings of the Family Council through remote communication (i.e., by phone or other electronic media) or by written proxy to appointed representatives.

Frequently overlooked by families in architecting and scaffolding their bespoke governance structure, the family council serves as an integral bridge between the family and its operating business. While not as beholden to established governance norms as either the company board or the family board, the family council operates most effectively when there are specific written rules ensconced in the family charter. Here, the Adams Family clearly recognizes the importance of building a governance bridge between itself and the Company via the Family Council.

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© 2018 Family Office Association, LLC and Angelo Robles. All Rights Reserved.

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VI. Family Employment Policies

A. IntroductionSince its founding in 1776, the Company has been operated as a family-owned business – proud of its unique history and excellent client service. Over time, the Company has grown into an international business employing hundreds of people worldwide. While the leadership and ownership of the Company will pass eventually to the second and following generations of the Family, the high standards for employees and representatives of the Company originally pioneered by John Adams will remain strong and intact.

The Family wishes to set forth the general guidelines for employment of Family members that will assure the sustainability and continued viability of the Company as it moves towards a new generation of leadership and management. Specific employment guidelines and hiring procedures will be mandated by the Human Resources Department of the Company.

B. General PrinciplesFor the purpose of this section of the Charter addressing future employment of Family members in the Company, Family members shall mean (i) all direct descendants of John and Abigail Adams and (ii) future spouses and children of John Quincy Adams, Elizabeth Adams, Susanna Adams, Charles Adams and Thomas Adams (including adopted children).

As a general matter, employment with the Company is neither a birthright nor an obligation. Employment with the Company must be earned regardless of Family relationship. The intention is to attract the most qualified people to all levels of employment in the Company – including senior management – regardless of Family affiliation.

Education, preparation, dedication, a demonstrated work ethic and a strong desire to work at the Company (amongst other factors) will determine the recruitment process for Family members.

Market conditions, economic conditions and business needs shall also be taken into consideration to determine the hiring, placement, advancement and compensation of Family members in the Company.

Choosing the most qualified individuals to work within the Company will be in the best interests of the Company and its shareholders. No jobs will be created solely for the purpose of employing Family members. Employment of Family members will follow the regular procedure as for non-Family employees as mandated by the Human Resources Department of the Company.

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© 2018 Family Office Association, LLC and Angelo Robles. All Rights Reserved.

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C. Employment with the CompanyThe Family has adopted the following specific criteria regarding employment with the Company:

1. In the future, Family members shall be eligible to work in the Company after working successfully outside the Company for a minimum of three years.

2. Family members shall need to complete at least a Bachelor of Arts degree or its equivalent in order to work in the Company. A graduate degree in law or business is strongly encouraged.

3. Family members must meet the minimum criteria for hiring in the Company as non-Family candidates.

4. Family members shall be recruited in the Company following the regular process of non-Family members in the Company. Family members shall be required to present their CVs to the Human Resources Department of the Company and follow the normal application process established by the Company for recruitment and hiring.

5. Family members shall be considered for employment in the Company (i) if there is a vacancy for the required position or (ii) if the Family member’s unique experience and qualifications warrant creating a new position within the Company.

6. It is expected that Family employees in the Company shall meet (or exceed) the same level of performance required from non-Family employees.

7. Career paths for Family members shall be developed in the same way as for non-Family employees.

8. Family employees shall be subject to the Company’s standard performance reviews.

9. Unless otherwise approved by the Family Council, both members of a married couple may not be employed simultaneously by the Company.

10. A committee of independent directors on the Company Board of Directors shall review and approve all employment arrangements, compensation and expense accounts of Family members.

Few issues may be as potentially contentious or as divisive as memorializing fairly but objectively the rights, responsibilities and obligations of a family member either currently employed or prospectively to be employed in the family business. Here, the Adams Family took extraordinary care to be precise concerning the expectations for both current and future employees in the family business.

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VII. Company Shares

A. Share OwnershipCurrent ownership of the Company is held by John and Abigail Adams and certain trusts and special purpose vehicles established on behalf of the Family as more fully described in Appendix D attached to this Charter.

Current and future in-laws shall not be permitted to become shareholders in the Company.

B. Dividend PolicyThe Company is in the process of developing a dividend policy for the Company’s shareholders that shall (i) take into account best practices for family-owned businesses (including consideration of issues such as introducing different classes of shares for the current shareholders, establishing minimum solvency ratios and determining which portion of after-tax profit will be paid out as a dividend (e.g., ¼ or 1/3)), (ii) address applicable tax benefits and consequences for the Company and its shareholders (including trusts established for the Family) in connection with the payment of dividends to the Company’s shareholders and (iii) address the issue whether the dividend will be paid out to a new to- be-established intermediary entity (i.e., single family office) that may then reinvest the dividend on behalf of the Family.

C. Sale or Transfer of Shares Family members who are also shareholders in the Company shall have the right to sell or otherwise transfer their Company shares to other Family members or back to the Company. Family members who are also shareholders of the Company shall not be permitted to sell or otherwise transfer their Company shares to third parties. The share price shall be set on the basis of an independent valuation of the Company shares based on the x-valuation method.

The selling Family member shall offer a discount of [xx%] on the purchase price for the Company shares. The Company shall also have the right to buy back shares of the Company if a Family member elects to sell his/her shares and other Family members do not wish to (or cannot) purchase the shares.

Any Family member contemplating a sale or transfer of shares in the Company is encouraged to seek independent tax and legal counsel before executing a transaction.

Determining the share price of a family-owned operating business can indeed be complicated. The process to determine the market price for family shares will rely on acquiring specific information concerning the mechanics and process of the valuation method as well as the choice of an independent firm to perform the valuation.

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Signpost: The valuation procedures, potential discount provisions and tax consequences of a share discount or buy-back provision should be thoroughly vetted with the family’s tax and legal counsel.

D. Shareholders’ AgreementsShareholders’ agreements are designed to protect the Company by keeping the Company in control of those in the best position to lead it. Shareholders’ agreements also protect the Family’s interests in the Company by ensuring that ownership of the Company remains in the hands of the Family. Legal advisors to the Family shall be responsible for drafting the appropriate shareholders’ agreements that reflect the Family’s decisions contained in this Charter.

VIII. Conflicts of InterestThe Board of Directors of the Company shall ultimately be responsible for maintaining, strengthening and ensuring the effectiveness and viability of the Company as a going concern. The Board of Directors of the Company shall also be alert to all relationships (or potential relationships) that could be seen as affecting the growth, profitability and integrity of the Company.

The Board of Directors of the Company shall place the welfare of the Company above the personal interests of Family members or others who may be directly or indirectly involved in substantial affairs where there may be a direct impact on (or conflict with) the Company.

Family members working in the Company or sitting on the Board of Directors of the Company or the Board of Managers of the Family Office may not be permitted to engage in business activity that would compete with – or create a direct conflict of interest with – the Company.

Investments or activities outside the Company in the same types of business of the Company or those that would create a business in direct competition with the Company are strictly prohibited.

While some interpret a family charter as a quasi-legal document – which it is in some ways in the sense of creating a compact amongst family members – creating binding and enforceable legal obligations arising from the family charter is best left to separate contracts to be drafted by legal counsel.

Conflict of interest issues present themselves directly and personally in a family business more so than in any other business environment and should be addressed proactively. However, while a family charter may generally address potential conflicts of interest, the employment policies of the family business should address in detail how to deal with conflict of interest situations.

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IX. Family Education and TrainingA. Continuing Professional DevelopmentFamily members should routinely be encouraged to seek additional training, education and professional development in order to broaden their professional skills and knowledge. For those Family members who are currently and actively involved in the Company, continuing education and professional development in accordance with Company policy will be a critical component to their advancement into the management ranks of the Company.

Continuing active involvement with respected professional organizations of the Family’s choosing should be encouraged for Family members seeking advancement into the management ranks of the Company.

B. Internships and Part-Time WorkIn order to educate the children of Family members about the Company, the Company may offer internships or part-time work for Family members who are currently in high school or college. Family members are encouraged to join the Company for internships and part-time work in order to identify high performing Family members for full-time positions in the Company.

C. Mentoring ProgramsA professional mentoring program for Family members shall also be initiated in order to provide an additional component of business and professional development for Family members who are actively involved in the Company or who may wish to become actively involved in the Company in the future.

X. Family PhilanthropyThe Family is actively involved in the artistic, cultural, philanthropic and political life of the State of Massachusetts and the United States generally. Family members should be encouraged to develop their individual and collective artistic, cultural, philanthropic and political interests as a direct reflection of the Family’s unique history, culture and heritage through either the establishment of an independent foundation or working through the corporate social responsibility program established at the Company.

Developing an integrated and individually tailored continuing education, professional development and mentoring program is critical to keeping all family members focused, motivated and an inclusive contribution to the overall sustainability of the family business.

As an important reflection of its Mission Statement, the principles developed in this Charter and its significant involvement in both local and national life, the Adams Family has elected to make a strong statement regarding its commitment to philanthropy. As a general matter, a family may wish to consider incorporating a succinct statement to reflect its unique history and commitment to preparing future generations for their philanthropic and societal responsibilities.

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IN WITNESS WHEREOF, the following members of the Adams Family have adopted this Charter as of January 20, 2018.

________________________________John Adams

________________________________Abigail Adams

________________________________John Quincy Adams

________________________________Elizabeth Adams

________________________________Susanna Adams

________________________________Charles Adams

________________________________Thomas Adams

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APPENDIX ASTRUCTURE OF THE COMPANY

[To be provided separately]

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APPENDIX BSTRATEGIC PLAN OF THE COMPANY[To be provided separately]

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APPENDIX CFAMILY GENOGRAM[To be provided separately]

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APPENDIX DSHARE OWNERSHIP OF THE COMPANY[To be provided separately]

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ANGELO J. ROBLESA B O U T

Angelo Robles is founder and CEO of the Green-wich CT-based Family Office Association (FOA), an exclusive global membership organization that delivers proprietary thought leadership and solutions to multiple generations of exceptionally wealthy families and the professionals who run their single family offices (SFOs).

Robles is also the founder of analytical data-driv-en Family Office Statistics and the family office think tank Family Office IQ. He’s the author of the book, “Effective Family Office: Effective. Resilient. Adaptive. Best Practices and Beyond.” Mr. Robles personally advises a small number of global fam-ilies and SFO executives on achieving maximum effectiveness.

In 2018, Robles was named a Top 40 Family Office Advisor by Family Capital, and was called out for his ability to make valuable connections, as well as his thought leadership. Robles’s expertise is often sought by media outlets such as Bloomberg Television, the Wall Street Journal, and Institutional Investor, among others. Robles continues to lead in the SFO community with creative thinking on the future of the family office as demonstrated by his proprietary research, ‘best practices and beyond’ writing, master classes on family offices, global programming and podcasts.

Email: [email protected]: www.familyofficeassociation.comTwitter: @familyofficePhone: (203) 570.2898

SFO Toolkit: Family Charter 22

© 2018 Family Office Association, LLC and Angelo Robles. All Rights Reserved.

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Family Office Association is a global community of ultra-high net worth families and their single family offices. We are committed to creating value for each family that we serve; value that grows wealth, strengthens legacy, and unites multiple generations by speaking to shared interests and passions. FOA has the resources to solve your most difficult challenges and help you achieve your collective goals: to invest intelligently, give strategically, and learn exponentially.

FOA is the community leader in serving all the key imperatives for ultra-high net worth families, respecting your privacy but enabling an intimate community of global families like yours. Our organization delivers private education and networking opportunities, proprietary research, and access to salient thought leadership that will interest all generations of your family.

Contact Family Office Association500 West Putnam Ave, Suite 400Greenwich, CT 06830Email: [email protected]: www.familyofficeassociation.comTwitter: @familyofficePhone: (203) 570.2898

FAMILY OFFICE ASSOCIATIONA B O U T

SFO Toolkit: Family Charter 23

© 2018 Family Office Association, LLC and Angelo Robles. All Rights Reserved.