NLG Constitution (Revised List Format)

Ratified January 1, 2023

Mission

“To improve the operations of member information technology companies through peer-to-peer sharing and educational programs.”

I. Confidentiality

Confidentiality is the cornerstone of the peer-to-peer experience. It provides the foundation for the openness, trust, and respect which are necessary for the group to promote growth in accordance with its mission statement. All members are required to sign the NLG Non-disclosure Agreement. These agreements are stored in NLG Cloud Storage.

  1. Never share anything noted as confidential with anyone outside of the group (including spouses unless they are active in the business).
  2. If you accidentally breach confidentiality, it is your responsibility to tell the group and the affected member before the next meeting. The group will help to assess the damage. You and the affected member will work together to resolve the breach.
  3. A deliberate (or repeated) breach will be brought to the group during a meeting. The group will need to decide the appropriate next steps.
  4. The penalty for a breach of confidentiality may result in resignation from the group.
  5. For members who resign, confidentiality continues per the terms of the NDA.

II. Attendance and Punctuality

The time of all members is extremely valuable. In order to make the most of the time set aside for the meetings, prompt and complete attendance is necessary at each meeting.

A. Complete attendance at scheduled meetings is a requirement of this group.

1.  If you need to miss a meeting, notify the group as soon as possible. Absence due to a family emergency or health reasons is excused and will not be counted as an unexcused absence.

2.  If you want to send an alternate to a meeting, the group must approve of the alternate by a unanimous vote.

3.  A Member Company missing more than one meeting in a two-year period is grounds for dismissal from the group, and you must request to rejoin the group and be voted in again. The vote is done without the applicant present.

4.  Regardless of attendance, financial reporting and QBR documents should be completed for all meetings. Feedback to other members should also be provided. These requirements may be waived in extreme circumstances as determined by the group and approved by a two-thirds majority vote.

B. Arriving and Departing On Time

It is expected that you will arrive on time and stay through the duration of all regular meetings. This does not include social activities after the meetings.1.  If you arrive late you will be fined $100. There is NO grace period.2.  If you need to leave the meeting before the scheduled end time, as stated on the agenda, you will be fined $100.3.  Funds from fines will be applied to the cost of the meeting in which the fine occurred.

C. Financial reporting and QBR documents

Financial reporting and QBR documents must be submitted by EOD seven calendar days before the meeting. Failure to complete this on time will result in a fine of $200.

D. Emergency or Interim Virtual Meetings

Attendance at emergency or interim virtual meetings is not mandatory.

III. Meetings and Hotel

  1. Two-day in-person summit meetings are held at a member's office or local venue four times per year. Meeting schedules will be determined on a rolling basis throughout the year.
  2. Meetings will include some fun and social time, but most of the time will be devoted to improving members' lives and businesses.
  3. The host member will handle meeting meals, and hotel logistics and activities.
  4. If necessary and to ensure the best rate, a block of rooms at a discounted rate will be reserved.
  5. All costs are split evenly between the members based on the number of people attending the meeting and at each social event. Costs may be adjusted for those members who choose not to drink alcohol.
  6. Costs should be divided based on persons in attendance at each activity (e.g. if a spouse attends a dinner, they must pay a share of the costs of that meal). A spreadsheet must be maintained in NLG Cloud Storage by the host to track all costs.
  7. Housing and venue details must be shared at least 60 days in advance to allow adequate time to book travel.
  8. The previous meeting host will act as the facilitator for the following meeting unless they defer to another member who chooses to facilitate.
  9. Informal check-ins will be held on an as-needed basis throughout the year.
  10. Emergency meetings are optional but should be considered a priority for all members and should have a meeting date, time and place that are convenient for maximum attendance and the most help to the member in need.

IV. Quarterly Meeting Format – Guidelines and the Order of Events

  1. Meetings will span two days and will begin and end promptly based on the agenda (Day 2 may end earlier, depending on content).
  2. Our guiding principle is that we want to stick to the rules, have fun and create an atmosphere that provides trust and structure to allow members to “go deeper” and learn more.
  3. The facilitator will prepare and send a meeting agenda at least one week before the meeting. See Exhibit A for Agenda ideas/format.
  4. Each member company will provide feedback electronically on all member company QBRs at the latest 24 hours before the meeting starts.
  5. The facilitator is responsible for keeping the group on task and ensuring an effective meeting. All members are encouraged to submit topics for the meeting.
  6. Members will willingly volunteer to present or find SMEs/Vendors to present on topics that will help both the member and the group advance the group's commitment.
  7. A Parking Lot Attendant will take notes to keep track of topics that could be future presentations. The Parking Lot is kept from meeting to meeting and reviewed yearly.
  8. A Timer will keep whoever is speaking to the time allowed.
  9. There will be a Best Practice Sharing Contest during each quarter where each member will put in $20 (members with no idea will put in $40), present their idea, and then the members will vote on the one they liked best. The facilitator will add the votes and distribute the money to the winner.
  10. A member has the right to request that all non-members leave the room to discuss a private topic or matter.

V. Member Guidelines

  1. The group will never exceed 12 member companies.
  2. Members are expected to show respect to other group members.
  3. A request to remove a member can be initiated by any member. A simple majority by member companies is required to remove that member from the group.
  4. Members have an ongoing commitment not to infringe on the territory of other members.
  5. If two members have a conflict of interest, they should work to resolve it amicably. If they cannot, the group will intervene and make a final decision.
  6. Members must treat a call, email, or other outreach from another member as a top priority. These should be returned within one business day.
  7. Each Member Company is entitled to bring up to two members per quarterly meeting. Additional meeting attendees from that company must be approved by the host.
  8. Members who have exited the group may be invited to continue to participate in the NLG Messaging Platform and may be invited to attend future meetings in a social capacity. A two-thirds majority member company vote is required to allow this access.
  9. If a member exiting the group (likely due to acquisition) is infringing on any remaining member of the group, the member being infringed upon has a veto right over whether the infringing member is allowed to maintain any access to group resources.

VI. New Member Recruitment and Onboarding

A. Active Recruitment

If the group has below ten members, all members have the responsibility to actively recruit new members.

B. Qualifications to join NLG:

1.  A minimum of **$3 million** in annual revenue

2.  The predominant business model is IT Services

3.  Ability to generate reliable financial statements that align with NLG financial reporting standards by the second meeting

4.  Must not operate in a conflicting marketplace with an existing member

5.  Willing and able to commit to active participation in all aspects of the group, including attendance at quarterly meetings

6.  Focus on both providing and receiving value from the group

C. Vetting Process

A potential new member will be vetted by an existing member, and if they pass this, then they will be interviewed by a membership committee, typically via virtual call.

D. Trial Meeting

Assuming the new member passes all previous steps, they will be invited to a trial quarterly meeting and assigned a mentor to help set expectations and prepare for the meeting.

E. Membership Vote

New members must obtain a two-thirds majority vote from the group to join after attending their first quarterly meeting.

VII. Exceptions

  1. Any exceptions to the rules stated above require a unanimous vote by member companies.

VIII. Definitions and Resources

  1. Member: A member is an active owner of a business with equity in the business and is in a senior management or C-Level role.
  2. Member Company: A member company is a company that meets the qualifications to join NLG and continues to meet the requirements to remain a member.
  3. NLG Cloud Storage: NLG documents are stored in a designated storage location, which will be communicated to new members during onboarding.
  4. NLG Financial Spreadsheet: Members report their company's financial performance quarterly and input this into the supplied NLG Financial Spreadsheet stored in NLG Cloud Storage.
  5. QBR: Member companies are to submit their quarterly business reports (QBR) and store this in their company's NLG Cloud Storage folder. A recommended PowerPoint template will be supplied to new members.
  6. NLG Messaging Platform: NLG may choose different tools to facilitate member communication. The constitution may reference such a platform that is used at the time (i.e., Teams, Slack).

ACKNOWLEDGEMENT

This document will be appended to NLG documents requiring Member signatures. Acknowledgement of this NLG Constitution is inherited. Constitution amendment and revisions will be announced at Weekly Owner Calls or Quarterly In-Person Meetings. Acknowledgment of future revisions is implied.

Exhibit A: Agenda Suggested Ideas/Format

This section retains the bullet point format as it functions as an unstructured list of topics, not a numbered constitution section.

QBR from each peer (between 15 - 25 minutes) – Dashboard Format

  • What's your Ask?
  • Executive summary – the good, the bad, the ugly
  • What have you accomplished? Wins for the quarter? What are you proud of?
  • Personal Health report – what have you done since the last quarter to improve your health and/or do something good for yourself – this topic is just as important (if not more) than everything else.

Financial Discussion

Note: We will enter our numbers in NLG’s SLI Online Portal. H16 Slide should also be provided for each QBR

  • The numbers - overall review of the quarter
    • Good quarter – what did you do better or different?
    • Not so good quarter – anything significant happened or major client loss
  • Deep dive into Accounting Platform (ERP) or PSA for a member that needs it or needs help understanding something (i.e., if a question is asked and a peer does not know, we'll go through their ERP or pull up a PSA report to help them understand)
  • Financial goals for next Q

Tools, Technology, New Lines of Business and service offerings

  • PSA/RMM discussion on how you have streamlined your network operations
  • Migration of new tools
  • Compliancy, Security, StratOps
  • Other new lines of business or service offerings
  • How are we adding more value?

Sales/Marketing Discussion

  • Report from each member on what their sales team is doing right.
    • What do they need work on?
  • Learning and role play - Role play with peer company sales person/people by “monkey” group members – evaluate how they “sell” – we can Video Conference in members from other companies so all can be part of the learning
  • Social media update from each – go through metrics spreadsheet
    • Ideas to share on what’s working and what’s not
  • Networking events – who is attending what? Any success?
  • Events or lunch and learns to report on – were they successful?
    • Discuss details of event – what would you do differently? What would you repeat?
  • Sales goals for next Q

Service and Operations Discussion

  • The Metrics – review key metrics for each member and dive deeper if needed
  • Any service issues that you need help with? what’s working – ideas to share?
  • Discuss/review/go over any spreadsheets or reports that can help us manage the metrics better
  • Service managers can Video Conference in for this portion of the agenda

HR and Recruiting Discussion

  • Market update - Recruiting report from everyone's market
  • If we decide to share a position, use this time to invite candidates to meet with us and we interview them face to face or via Video Conference
  • Culture review/ideas – any fun sunshine committee events/ideas?
  • Discuss any concerns we have with members of our current team or culture issues – work together to resolve

Education

  • Discuss any good books, Ted Talks, Podcasts, etc. you want to share

Time for planning

  • Review/update your plan – you pick which plan is most important to review or we can review as a group.