Preamble

These Bylaws (the “Charter”) establish the legal framework, governance structure, operational principles, and internal regulations of the International Beauty & Fitness Association (IBFA).
The Association is established as a non-profit professional organization dedicated to the development, promotion, and support of standards of excellence within the beauty and fitness industries at an international level.

Membership of the Association is a form of professional recognition. It is conferred on the basis of demonstrated merit, assessed under the procedures set out in Section 2, and it is not available for purchase.

1. General Provisions, Mission and Purpose

1.1. Name
1.1.1. The name of the organization is International Beauty & Fitness Association, hereinafter referred to as the “Association” or “IBFA”.
1.1.2. The Association may use the abbreviation “IBFA” and its registered marks and emblems in all official communications.

1.2. Legal Status
1.2.1. The Association is a nonprofit corporation organized and existing under the laws of the State of its incorporation, in the United States of America.
1.2.2. The Association is organized and shall be operated exclusively for the purposes set out in Section 1.7, and intends to qualify as an organization described in section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future federal tax law.
1.2.3. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, any member, director, officer, or other private person, except that the Association may pay reasonable compensation for services actually rendered and make payments and distributions in furtherance of its purposes.
1.2.4. No substantial part of the activities of the Association shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

1.3. Office, Contact Details and Records
1.3.1. The principal office of the Association is located at the address determined by resolution of the Board of Directors.
1.3.2. The official electronic address of the Association is info@beautyfitnessassociation.org. Notices, applications, and other communications addressed to the Association may be sent to that address unless another address is specified for a particular purpose.
1.3.3. The Association shall continuously maintain a registered office and a registered agent in the State of incorporation.
1.3.4. The Association shall keep at its principal office: these Bylaws as amended, the Articles of Incorporation, the Register of Members, minutes of all meetings of the General Assembly and of the Board of Directors, and accounting records, for the periods prescribed by applicable law and by Section 8.7.

1.4. Fiscal Year
1.4.1. The fiscal year of the Association is the calendar year, unless otherwise determined by resolution of the Board of Directors.

1.5. Official Language
1.5.1. The official language of the Association is English.
1.5.2. Translations of these Bylaws into other languages may be issued for convenience. In case of any discrepancy, the English text prevails.

1.6. Definitions
In these Bylaws:

• “Association” means the International Beauty & Fitness Association;
• “Bylaws” or “Charter” means this document, as amended from time to time; the two terms are used interchangeably and refer to one and the same instrument;
• “Articles of Incorporation” means the certificate of incorporation filed with the State of incorporation;
• “Board” means the Board of Directors constituted under Section 3.2;
• “Director” means a member of the Board;
• “Member” means a person admitted to membership under Section 2 whose membership is in good standing;
• “Voting Member” means a Professional Member or a Fellow Member (see Section 2.10.2);
• “General Assembly” means the assembly of Voting Members constituted under Section 3.1;
• “Panel” means the Membership Review Panel constituted under Section 3.5;
• “Schedule of Dues” means the separate schedule adopted by the Board under Section 2.8.

1.7. Mission
1.7.1. The mission of the Association is to identify, unite, and support talented and extraordinary professionals who have made significant contributions to the development of the beauty, salon business, and fitness industries.
1.7.2. The main purpose of the Association is to promote excellence and sustainable development in the beauty, fitness, wellness, and related industries at the international level, supporting professional growth, ethical conduct, education, certification, cooperation, and the organization of industry events and initiatives that contribute to the advancement of the sector.

1.8. Goals
The goals of the Association are:

• identifying outstanding experts in the beauty, salon business, and fitness fields;
• forming a world-class professional community;
• promoting the achievements of Association members on the international stage;
• supporting professional growth and implementing high-quality standards.

1.9. Objectives
The main objectives of the Association are:

• to elevate global standards in the beauty and fitness industries;
• to shape the future of excellence in beauty and fitness;
• to promote both the recognition of professional talent and the development of leadership;
• to empower leading beauty and fitness professionals to redefine professional boundaries, drive innovation, and establish benchmarks for quality, ethics, and global impact;
• to unite top-tier experts across disciplines and countries;
• to create a professional environment that encourages bold ideas, upholds the highest standards of excellence, and ensures the continuous advancement of international standards.

1.10. Principal Areas of Activity
To fulfill its purpose, the Association may engage in the following activities:
1.10.1. Development and promotion of professional standards and best practices.
1.10.2. Organization of international competitions, conferences, seminars, workshops, and other professional events.
1.10.3. Implementation of educational and certification programs.
1.10.4. Facilitation of networking, collaboration, and partnerships among members.
1.10.5. Cooperation with national and international organizations and industry stakeholders.
1.10.6. Promotion of professional ethics, quality standards, and healthy lifestyle principles.
1.10.7. Any other lawful activities necessary to achieve the objectives of the Association, in accordance with applicable legislation and internal regulations.

2. Membership

2.1. Principles of Admission
2.1.1. Membership in the Association is selective and merit-based.
2.1.2. Membership is not granted through open enrollment. Admission follows the procedure set out in Sections 2.4 to 2.7 and requires a resolution of the Board of Directors.
2.1.3. Admission is determined exclusively on the basis of professional merit as assessed under these Bylaws. Membership may not be purchased. No payment, donation, sponsorship, or other financial contribution, whether made by a candidate or on a candidate’s behalf, confers, implies, or accelerates any entitlement to admission or to any membership category.
2.1.4. No fee of any kind is charged for the submission, review, or evaluation of a candidacy, and no payment is requested or accepted from a candidate before the Board has taken and recorded its decision (Section 2.8.1).
2.1.5. The Association applies a multi-stage vetting procedure designed to ensure that membership reflects genuine professional distinction.
2.1.6. Admission is granted without discrimination on the basis of race, color, national origin, religion, sex, gender identity, sexual orientation, age, disability, or any other characteristic protected by applicable law.

2.2. Categories of Membership
2.2.1. The Association maintains the following categories of membership:
a) Associate Member — emerging professionals in the beauty and fitness industries who demonstrate foundational qualifications, professional commitment, and potential for advancement within their respective field.
b) Professional Member — established practitioners who possess substantial industry experience, recognized credentials, and a proven record of professional achievement and ethical conduct.
c) Fellow Member — the highest level of recognition within the Association, reserved for distinguished professionals who have demonstrated exceptional leadership, innovation, impact, and sustained excellence within the industry, including recognition beyond their home market.
d) Honorary Member — individuals who have rendered outstanding service to the industry or to the Association. Honorary Membership is conferred by the Board on its own initiative, carries no dues, and carries no voting rights unless the person also holds another category of membership.
2.2.2. The Board may establish additional membership categories, sub-classifications, or honorary distinctions as deemed necessary to support the mission and objectives of the Association. Any such category shall be defined in writing, with its criteria, rights, and obligations, before the first admission to it.
2.2.3. A member may apply for advancement to a higher category. An application for advancement is assessed under the same procedure as an initial application.

2.3. Eligibility Criteria
2.3.1. Every candidate, in any category, shall demonstrate:

• verified professional experience in the beauty, salon business, wellness, and/or fitness industries;
• recognized qualifications, certifications, or licenses, where applicable to the candidate’s field and jurisdiction;
• a record of ethical practice and professional integrity;
• alignment with the mission, values, and standards of the Association.

2.3.2. In addition to Section 2.3.1, the following category-specific criteria apply:
a) Associate Member: foundational qualifications and demonstrable professional commitment.
b) Professional Member: substantial industry experience, recognized credentials, and a documented record of professional achievement.
c) Fellow Member: a proven high level of professional expertise; recognition in the beauty, salon business, wellness, or fitness industries extending beyond the candidate’s home market; and standing among leading experts in the field.
2.3.3. Evidence of professional recognition may include, without limitation: leadership positions in companies or institutions; industry awards or other forms of professional recognition; specialized publications, research, or expert commentary; media interviews; conference participation or speaking engagements; participation in international projects; and advisory or consulting activity.
2.3.4. Meeting the eligibility criteria does not automatically guarantee admission. Membership is granted only following the evaluation and approval procedures set out below.

2.4. Nomination and Application
2.4.1. A candidacy may be initiated by:

• nomination by a Member in good standing;
• nomination by a recognized industry stakeholder;
• invitation issued by resolution of the Board;
• a formal application submitted by the candidate.

2.4.2. Each candidacy shall be submitted in writing on the form prescribed by the Association and shall include the supporting evidence relied upon.
2.4.3. All information provided by or on behalf of a candidate shall be verifiable. The Association may request additional documentation and may verify any statement with third parties.
2.4.4. A candidate shall disclose any relationship with a Director, officer, or Panel member. Such a relationship does not disqualify the candidate but triggers recusal under Section 3.7.

2.5. Review Procedure
2.5.1. The admission procedure consists of the following stages:
Stage 1 — Nomination, invitation, or application;
Stage 2 — Administrative review of completeness and verification of documents;
Stage 3 — Expert evaluation by the Membership Review Panel;
Stage 4 — Decision of the Board of Directors.
2.5.2. During the evaluation the Association reviews the candidate’s professional background, documented achievements, the strategic impact of the candidate’s work, and compliance with ethical standards.
2.5.3. Administrative review shall be completed within thirty (30) days of receipt of a complete file. Expert evaluation shall be completed within a further forty-five (45) days. The Board shall decide at its next scheduled meeting following receipt of the Panel’s report, and in any event within ninety (90) days of that report.
2.5.4. Where a file is incomplete, the Association shall notify the candidate and specify what is missing. Time limits run from receipt of the completed file.
2.5.5. The evaluation procedure shall be conducted in a confidential manner. Information obtained during evaluation is subject to Section 2.9.4.

2.6. Decision of the Board
2.6.1. Admission to membership is granted only by resolution of the Board of Directors. No other body, officer, or employee of the Association may admit a member.
2.6.2. The Board decides on the basis of the Panel’s report. The report is advisory and does not bind the Board; where the Board departs from the Panel’s recommendation, the reasons shall be recorded in the minutes.
2.6.3. A decision requires the quorum specified in Section 3.2.7 and the affirmative vote of a majority of the Directors present and voting. In the event of a tie, the motion is not carried and the candidacy is not approved.
2.6.4. The vote and the resulting resolution shall be recorded in the minutes of the meeting, including the number of votes for, against, and abstaining, and any recusals.
2.6.5. The Association may decline a candidacy that does not meet the criteria of these Bylaws. A decision to decline shall state the criterion or criteria not met.

2.7. Notification and Reconsideration
2.7.1. The candidate shall be notified of the decision in writing within fifteen (15) days of the resolution.
2.7.2. A candidate whose application has been declined may request reconsideration within thirty (30) days of notification, where the candidate can show that material evidence was not considered or that the procedure was not followed.
2.7.3. A request for reconsideration is decided by the Board. Directors who took part in the original decision may participate; the Board may refer the matter for a fresh evaluation by a differently constituted Panel. The decision on reconsideration is final.
2.7.4. A candidate who has been declined may submit a new candidacy after twelve (12) months, or earlier where new material evidence becomes available.

2.8. Dues and Financial Obligations
2.8.1. Membership dues become payable only after admission has been granted by resolution of the Board. No invoice, request for payment, or reference to any amount payable shall be issued to a candidate before that resolution has been adopted and recorded.
2.8.2. The amount, frequency, and payment terms of dues are set by the Board in a separate Schedule of Dues. The Schedule applies uniformly to all members within a category, is furnished to every candidate upon admission, and is available to every member on request.
2.8.3. Neither the Board nor the Panel shall take into account, as a factor in any decision on admission, advancement, or category, a candidate’s ability or willingness to pay dues, or any donation, sponsorship, or contribution made by or on behalf of the candidate. A Director or Panel member who becomes aware that such a consideration has been raised shall report it, and the fact shall be recorded in the minutes.
2.8.4. Dues are consideration for the services, resources, and programs made available to members. They are not consideration for the grant of membership itself and do not affect the standing of a member once admitted, save as provided in Section 2.8.5.
2.8.5. Where dues remain unpaid sixty (60) days after the due date, and after written notice and a further thirty (30) days to remedy, the Board may suspend the member’s access to member services. Membership itself may be terminated for non-payment only after a further ninety (90) days, by resolution of the Board.
2.8.6. The Board may waive or reduce dues in cases of hardship or in recognition of service to the Association. Waivers shall be recorded and shall not depend on any factor bearing on merit.

2.9. Register of Members
2.9.1. The Association maintains a Register of Members containing, for each member: full name, membership category, date of admission, the reference of the resolution granting admission, and current standing.
2.9.2. The Register is maintained by the Secretary and updated within fifteen (15) days of any change.
2.9.3. Upon admission the Association issues a certificate of membership and, on request, a letter confirming category and standing.
2.9.4. Personal and professional data provided by candidates and members shall be processed only for the purposes of the Association, shall not be disclosed to third parties without the person’s consent or a legal basis, and shall be handled in accordance with applicable data protection law. Access to evaluation files is limited to authorized persons.

2.10. Rights of Members
2.10.1. Members in good standing have the right to:
a) participate in Association programs, events, and professional initiatives;
b) access member-exclusive resources, educational materials, and industry insights;
c) use the designated membership titles and designations in accordance with Section 2.12;
d) participate in networking opportunities within the international professional community of the Association;
e) receive recognition for professional achievements within the Association;
f) access information about the Association in accordance with Section 5.7.
2.10.2. Professional Members and Fellow Members are Voting Members. They have the right to attend, speak, and vote at the General Assembly, to stand for election to the Board, and to nominate candidates for membership. Associate Members and Honorary Members may attend and speak at the General Assembly but do not vote and are not eligible for election to the Board.

2.11. Obligations of Members
Members shall:
a) uphold the highest standards of professional ethics, integrity, and excellence;
b) maintain an accurate and truthful representation of their qualifications and credentials;
c) comply with these Bylaws and any policies, codes of conduct, or regulations adopted by the Association;
d) act in a manner that supports and advances the mission and reputation of the Association;
e) pay the dues applicable to their category in accordance with the Schedule of Dues;
f) notify the Association of any material change in their professional standing, and of any conviction or professional sanction bearing on their fitness for membership.

2.12. Use of Titles and Designations
2.12.1. Members may describe themselves by reference to their category, in the form prescribed by the Association, for so long as their membership is in good standing.
2.12.2. Members shall not represent themselves as officers, Directors, or spokespersons of the Association unless holding that office, and shall not use the marks of the Association to endorse a product or service without the prior written consent of the Board.
2.12.3. The right to use titles and designations ceases immediately upon suspension or termination of membership.

2.13. Suspension and Termination of Membership
2.13.1. Membership terminates upon:
a) voluntary resignation submitted in writing to the Association;
b) expiration or non-renewal of membership, where applicable;
c) death or legal incapacity of the member;
d) removal for cause.
2.13.2. Cause includes, without limitation:

• violation of the Association’s ethical standards or policies;
• conduct detrimental to the reputation or interests of the Association;
• misrepresentation of credentials or professional standing;
• material false statement made in the course of a candidacy;
• sustained non-payment of dues, in accordance with Section 2.8.5.

2.13.3. Before a decision to suspend or terminate for cause, the member shall be given written notice of the grounds and not fewer than thirty (30) days to respond in writing and, if requested, to be heard by the Board.
2.13.4. Suspension and termination for cause require a resolution of the Board adopted by a two-thirds majority of the Directors present and voting.
2.13.5. A member whose membership has been terminated for cause may request reconsideration once, within thirty (30) days, on the grounds set out in Section 2.7.2.
2.13.6. Termination does not entitle the member to a refund of dues already paid and does not release the member from obligations accrued before termination.

3. Governing Bodies

3.1. General Assembly
3.1.1. The General Assembly is the supreme governing body of the Association. It comprises all Voting Members as defined in Section 2.10.2.
3.1.2. The General Assembly:
a) determines the strategic direction and broad policies of the Association;
b) approves amendments to these Bylaws, in accordance with Section 6;
c) elects and removes the Directors;
d) reviews and endorses major programmatic and financial decisions;
e) receives the annual report and the annual financial statements;
f) decides on reorganization and dissolution, in accordance with Section 7.
3.1.3. The General Assembly meets at least once annually and may meet at other times in accordance with Section 4.
3.1.4. Decisions of the General Assembly are adopted by a majority of the votes cast by Voting Members present or represented, unless a higher threshold is specified in these Bylaws.

3.2. Board of Directors
3.2.1. The Board of Directors is the principal governing body of the Association between meetings of the General Assembly and is responsible for oversight, governance, and implementation of the strategic decisions adopted by the General Assembly.
3.2.2. The Board consists of not fewer than five (5) and not more than eleven (11) Directors. The number of Directors within that range is fixed by resolution of the General Assembly. An odd number is preferred.
3.2.3. Directors are elected by the General Assembly from among the Voting Members for a term of three (3) years. Terms are staggered so that approximately one-third of the Board is elected each year. A Director may serve no more than three (3) consecutive terms.
3.2.4. A majority of the Directors shall be persons who are not employees or paid contractors of the Association and who receive no compensation from the Association other than reimbursement of expenses.
3.2.5. A vacancy arising between annual meetings may be filled by the Board for the remainder of the term. A Director may resign by written notice, and may be removed by the General Assembly by a two-thirds majority of the votes cast.
3.2.6. The Board:
a) decides on admission, advancement, suspension, and termination of membership under Section 2;
b) appoints and supervises the Executive Director;
c) approves annual budgets, financial reports, and operational plans;
d) adopts the Schedule of Dues and internal policies;
e) ensures compliance with applicable laws, policies, and the mission of the Association;
f) establishes committees, task forces, advisory councils, and the Membership Review Panel.
3.2.7. A quorum of the Board is a majority of the Directors then in office. Decisions are adopted by a majority of the Directors present and voting, except where these Bylaws require a two-thirds majority. In the event of a tie, the motion is not carried.
3.2.8. The Board meets at least four (4) times per year.
3.2.9. The composition of the Board, including the full name and principal professional affiliation of each Director and the date of election, shall be recorded in the minutes and made available to any member on request.

3.3. Officers
3.3.1. The Board elects from among the Directors a Chairperson and a Vice-Chairperson, and appoints a Secretary and a Treasurer. The Secretary and the Treasurer need not be Directors; the same person may not hold both offices.
3.3.2. The Chairperson presides at meetings of the Board and of the General Assembly, and signs the minutes together with the Secretary.
3.3.3. The Secretary is responsible for notices, minutes, the Register of Members, and the custody of the records of the Association.
3.3.4. The Treasurer oversees the financial records and reports to the Board on financial matters.
3.3.5. Officers serve for a term of two (2) years and may be re-elected. An officer may be removed by the Board at any time.

3.4. Executive Director
3.4.1. The Executive Director is the chief executive officer of the Association, responsible for day-to-day operations and for execution of the strategy set by the Board.
3.4.2. The Executive Director:
a) implements policies, initiatives, and programs approved by the Board;
b) manages staff, contractors, and volunteers;
c) prepares annual budgets, financial reports, and operational plans for Board approval;
d) represents the Association in external relations, partnerships, and stakeholder engagement;
e) reports regularly to the Board and to the General Assembly.
3.4.3. The Executive Director is appointed by, and serves at the discretion of, the Board.
3.4.4. The Executive Director shall not be a Director and shall not participate in, advise on, or vote on any decision concerning the admission, advancement, suspension, or termination of membership. The Executive Director may attend meetings of the Board ex officio, without the right to vote, and shall withdraw when a membership matter is considered.
3.4.5. Correspondence signed by the Executive Director in relation to membership communicates a decision of the Board; it does not constitute a decision.

3.5. Membership Review Panel
3.5.1. The Board constitutes a Membership Review Panel to carry out the expert evaluation stage under Section 2.5.
3.5.2. The Panel consists of not fewer than three (3) persons appointed by the Board from among Fellow Members and independent experts of standing in the relevant field. Directors may serve on the Panel.
3.5.3. The Panel assesses each candidacy against the criteria in Section 2.3 and submits a written, reasoned recommendation to the Board. The recommendation is advisory.
3.5.4. Panel members serve without compensation other than reimbursement of expenses, and are bound by the confidentiality obligations in Section 2.9.4.

3.6. Committees
3.6.1. The Board may establish standing or ad hoc committees and delegate to them such powers as are permitted by applicable law and by these Bylaws.
3.6.2. No committee, and no individual officer, may admit, advance, suspend, or terminate a member. That power rests exclusively with the Board and may not be delegated.
3.6.3. Each committee reports to the Board and keeps a record of its proceedings.

3.7. Conflicts of Interest
3.7.1. A Director, officer, or Panel member who has a personal, professional, or financial interest in a matter before the Board or the Panel shall disclose that interest before the matter is considered.
3.7.2. The interested person shall not vote on the matter and shall withdraw from the deliberation, unless the remaining Directors resolve that participation without a vote would assist the decision. The disclosure, the recusal, and any such resolution shall be recorded in the minutes.
3.7.3. A person who nominated a candidate shall not vote on that candidacy.
3.7.4. The Board shall adopt a written conflict of interest policy consistent with this Section and shall obtain an annual written declaration from each Director, officer, and Panel member.

3.8. Standard of Conduct and Indemnification
3.8.1. Each Director and officer shall discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise, and in a manner reasonably believed to be in the best interests of the Association.
3.8.2. The Association shall indemnify its Directors, officers, and Panel members against expenses and liabilities incurred in connection with proceedings arising from service to the Association, to the fullest extent permitted by the law of the State of incorporation, except in cases of willful misconduct, bad faith, or knowing violation of law.
3.8.3. The Association may purchase and maintain insurance on behalf of any person entitled to indemnification under this Section.

4. Meetings and Decision-Making Procedures

4.1. General Provisions
4.1.1. Meetings of the governing bodies shall be conducted in accordance with these Bylaws and applicable law. Meetings may be held in person, virtually by electronic means, or in hybrid format, provided that all participants can communicate simultaneously and effectively.
4.1.2. All meetings shall be convened in a transparent manner, ensuring equal participation rights for those entitled to attend.

4.2. Types of Meetings
4.2.1. Annual General Meeting — held at least once per year to receive reports, approve the annual accounts, elect Directors, and decide matters reserved to the General Assembly.
4.2.2. Ordinary Meetings — held regularly in accordance with the schedule established by the governing body concerned.
4.2.3. Extraordinary Meetings — convened to address urgent matters, at the initiative of the Chairperson, by resolution of the Board, or upon the written request of not fewer than ten percent (10%) of the Voting Members or of one-third of the Directors.

4.3. Convocation and Notice
4.3.1. Meetings are convened by the Chairperson or by the body or person authorized under these Bylaws.
4.3.2. Notice of a General Assembly shall be given not fewer than twenty-one (21) days before the meeting. Notice of a Board meeting shall be given not fewer than seven (7) days before the meeting. Notice of an extraordinary meeting shall be given not fewer than five (5) days before the meeting.
4.3.3. Notice shall be sent to all entitled participants at the address or electronic address recorded by the Association and shall specify the date, time, and format of the meeting; the agenda; supporting documents and materials; and the voting procedures, where applicable.
4.3.4. Only matters included in the agenda may be decided upon, unless all persons entitled to vote are present and consent to the addition.
4.3.5. A defect in notice is cured in respect of any person who attends the meeting without objecting to the notice, or who waives notice in writing.

4.4. Quorum
4.4.1. A meeting of the General Assembly is valid if more than half of the Voting Members are present or represented.
4.4.2. A meeting of the Board is valid if a majority of the Directors then in office is present, as provided in Section 3.2.7.
4.4.3. If a quorum is not achieved, the meeting may be adjourned and reconvened on not fewer than seven (7) days’ notice. At the reconvened meeting, the Voting Members present constitute a quorum for the items on the original agenda, provided that this consequence was stated in the notice.

4.5. Decision-Making and Voting
4.5.1. Decisions are adopted by a majority of the votes cast by those present and entitled to vote, unless a higher threshold is required by these Bylaws or by applicable law.
4.5.2. In the event of an equality of votes, the motion is not carried. No person holds a casting vote.
4.5.3. Voting may be conducted in open form by show of hands or roll-call; by secret ballot, where required by law or requested by not fewer than ten percent (10%) of those entitled to vote; or electronically, where the technical means used ensure reliability, transparency, and verification of results.
4.5.4. A Voting Member may be represented at the General Assembly by another Voting Member holding a written proxy. No person may hold more than three (3) proxies. Directors may not vote by proxy.

4.6. Minutes
4.6.1. All meetings shall be documented in written minutes, which shall record the date and place or platform of the meeting; the list of participants; the agenda items; a summary of the discussion; the resolutions adopted; the voting results, including votes for, against, and abstaining; and any disclosures and recusals under Section 3.7.
4.6.2. Minutes shall be signed by the Chairperson and the Secretary, or by other authorized persons, and stored in the official records of the Association.
4.6.3. Draft minutes shall be circulated to participants within thirty (30) days of the meeting and approved at the next meeting of the same body.

4.7. Action Without a Meeting
4.7.1. Any action required or permitted to be taken by the Board may be taken without a meeting if all Directors then in office consent in writing, including by electronic means. Such consent has the effect of a unanimous vote and shall be filed with the minutes.
4.7.2. Decisions on admission, advancement, suspension, or termination of membership may be taken under this Section only where the file has been circulated to all Directors and no Director requests a meeting within seven (7) days.

4.8. Validity and Implementation of Decisions
4.8.1. Decisions adopted in accordance with these Bylaws are binding on all members and governing bodies of the Association.
4.8.2. The responsible governing body or officer shall ensure the implementation of adopted resolutions within the established timeframe.

5. Finances and Assets

5.1. General Principles
5.1.1. The Association manages its finances and assets in accordance with these Bylaws, its internal regulations, and applicable law.
5.1.2. Financial activities are conducted on the principles of transparency, accountability, lawful use of funds, and consistency with the objectives of the Association.
5.1.3. The Association is a non-profit entity. Any income generated shall be used exclusively to achieve its purposes and objectives and shall not be distributed among members, founders, Directors, or officers as profit.

5.2. Sources of Funding
5.2.1. The financial resources of the Association may consist of:
a) membership dues, in accordance with Section 2.8 and the Schedule of Dues;
b) grants, donations, sponsorships, and voluntary contributions from individuals and legal entities;
c) income derived from events, programs, educational activities, certifications, and other lawful activities;
d) funds received under partnership agreements or cooperation arrangements;
e) other lawful sources not prohibited by applicable law.
5.2.2. All contributions shall be accepted in accordance with internal financial policies and legal requirements.
5.2.3. The Association shall not solicit or accept a donation, sponsorship, or contribution from a candidate, or from any person acting on a candidate’s behalf, while that candidacy is under review. A contribution received in these circumstances shall be returned.

5.3. Assets of the Association
5.3.1. The assets of the Association may include monetary funds in national and foreign currencies; movable and immovable property; intellectual property rights; and equipment, materials, and other property acquired or received in accordance with law.
5.3.2. All assets shall be used solely for the implementation of the mission, goals, and objectives of the Association.

5.4. Financial Management
5.4.1. The management of financial resources is carried out by the authorized governing bodies within their respective competencies.
5.4.2. The Board approves the annual budget; oversees financial planning and reporting; ensures proper accounting and financial control; and approves expenditures above the threshold set in the internal financial policy.
5.4.3. The Executive Director manages day-to-day financial operations within the approved budget; ensures proper record-keeping and documentation; and reports regularly to the Board on financial matters.
5.4.4. No single officer may authorize a payment to themselves. Payments above the threshold set by the Board require two signatures.

5.5. Accounting and Reporting
5.5.1. The Association maintains proper accounting records in accordance with applicable law and generally accepted accounting principles.
5.5.2. Annual financial statements shall be prepared within one hundred and twenty (120) days of the end of the fiscal year and submitted to the Board and thereafter to the General Assembly for approval.
5.5.3. Where required by law, or where the Board so resolves, the Association shall obtain an independent audit or review.
5.5.4. The Association shall file all returns required by federal and state law, including the annual information return required of tax-exempt organizations.

5.6. Use of Funds
5.6.1. Funds and assets shall be used exclusively for the implementation of programs and activities; administrative and operational expenses; the organization of events and educational initiatives; the development of the Association’s infrastructure and international cooperation; and other lawful purposes consistent with these Bylaws.
5.6.2. No part of the income or assets shall be distributed to members, Directors, or officers as dividends or profit.

5.7. Financial Transparency and Control
5.7.1. The Association shall maintain internal financial control mechanisms to safeguard assets and prevent misuse of funds.
5.7.2. Any member may inspect, at the principal office and upon reasonable written notice, these Bylaws, the approved annual financial statements, the Schedule of Dues, and the minutes of the General Assembly.
5.7.3. Access to minutes of the Board is at the discretion of the Board, save that any member is entitled to the record of the composition of the Board under Section 3.2.9 and to the resolution concerning that member’s own membership.

6. Amendments to the Bylaws

6.1. General Provisions
6.1.1. These Bylaws may be amended to ensure the effective functioning of the Association and compliance with applicable law.
6.1.2. All amendments shall be made in accordance with the procedures established in this Section and shall not contradict the fundamental mission, objectives, and principles of the Association, nor the Articles of Incorporation.

6.2. Right to Propose Amendments
6.2.1. Proposals for amendments may be submitted by the Board; by the Executive Director, through the Board; or by not fewer than ten percent (10%) of the Voting Members.
6.2.2. All proposed amendments shall be submitted in writing and include the full text of the proposed change and its justification.

6.3. Procedure for Adoption
6.3.1. Amendments are considered and approved by the General Assembly.
6.3.2. Adoption requires the quorum specified in Section 4.4.1 and the affirmative vote of two-thirds (2/3) of the votes cast.
6.3.3. Amendments to Sections 1.2, 2.1, 2.6.1, 2.8, 3.4.4, and 7 require the affirmative vote of three-quarters (3/4) of the votes cast.

6.4. Notice and Review
6.4.1. Members shall be informed of proposed amendments not fewer than twenty-one (21) days before the meeting at which they will be considered.
6.4.2. The notice shall include the full text of the proposed amendments; the current version of the relevant provisions; the date and format of the meeting; and the voting procedures.

6.5. Entry into Force
6.5.1. Unless otherwise specified in the resolution adopting them, amendments enter into force immediately upon approval.
6.5.2. Where required by law, amendments become effective only upon filing with or registration by the relevant authorities.
6.5.3. All governing bodies and members shall comply with the amended provisions from the date they enter into force.
6.5.4. The Secretary shall maintain a consolidated text of these Bylaws showing the date of each amendment.

6.6. Consistency with Applicable Law
6.6.1. Amendments shall comply with applicable federal and state law. In the event of inconsistency between these Bylaws and mandatory legal provisions, the latter prevail.

7. Reorganization and Dissolution

7.1. General Provisions
7.1.1. Reorganization or dissolution shall be carried out in accordance with these Bylaws and applicable law.
7.1.2. Any decision relating to reorganization or dissolution shall be made in a transparent manner by the competent governing body, in compliance with the required quorum and voting procedures.

7.2. Reorganization
7.2.1. Reorganization may include merger with another organization; consolidation; division; separation; or conversion into another legal form, where permitted by law.
7.2.2. A decision on reorganization is adopted by the General Assembly by a three-quarters (3/4) majority of the votes cast.
7.2.3. The reorganization procedure includes the preparation and approval of a reorganization plan; notification of members and, where required, creditors and relevant authorities; settlement of financial obligations; transfer of rights and obligations in accordance with applicable law; and filing of the changes with the competent authorities, where required.
7.2.4. Reorganization shall not affect the rights of members unless otherwise provided by law or by the approved reorganization plan.

7.3. Grounds for Dissolution
7.3.1. The Association may be dissolved by decision of the General Assembly; by order of a court of competent jurisdiction, in the cases provided by law; or in other cases stipulated by applicable law.
7.3.2. A voluntary decision to dissolve requires a three-quarters (3/4) majority of the votes cast at a General Assembly convened for that purpose.

7.4. Dissolution Procedure
7.4.1. Upon dissolution, the Board shall appoint a liquidation committee or liquidator responsible for managing the liquidation process; notifying relevant authorities and stakeholders; identifying and settling debts and obligations; collecting receivables; preparing a final financial report; and distributing the remaining assets in accordance with Section 7.5.
7.4.2. During liquidation, the Association shall cease all activities except those necessary to complete the dissolution.

7.5. Distribution of Remaining Assets
7.5.1. After settlement of all liabilities, the remaining assets shall be distributed to one or more organizations then exempt from federal income tax under section 501(c)(3) or 501(c)(6) of the Internal Revenue Code, having purposes similar to those of the Association, as determined by the General Assembly or, failing that, by a court of competent jurisdiction.
7.5.2. Under no circumstances shall the remaining assets be distributed to members, founders, Directors, or officers as personal profit.

7.6. Completion of Liquidation
7.6.1. Liquidation is complete upon full settlement of financial and legal obligations; approval of the final liquidation balance; and filing of the dissolution with the competent authorities, where required.
7.6.2. Upon completion, the Association ceases to exist as a legal entity.

8. Final Provisions

8.1. Entry into Force
8.1.1. These Bylaws and any amendments enter into force in accordance with the resolution of the competent governing body and, where required, upon filing with the relevant authorities.
8.1.2. From the date of entry into force, all governing bodies, members, and representatives of the Association are bound by these provisions.

8.2. Relationship to the Articles of Incorporation
8.2.1. In the event of conflict between these Bylaws and the Articles of Incorporation, the Articles of Incorporation prevail.

8.3. Interpretation
8.3.1. These Bylaws shall be interpreted in accordance with their objectives, principles, and applicable law.
8.3.2. In case of ambiguity, the interpretation that best ensures compliance with the law and the fulfillment of the mission of the Association prevails.
8.3.3. Matters not expressly regulated by these Bylaws are governed by applicable law and by internal regulations adopted by the Association.
8.3.4. Headings are for convenience only and do not affect interpretation. The singular includes the plural. References to days are to calendar days unless otherwise stated.

8.4. Internal Regulations and Policies
8.4.1. The Association may adopt internal regulations, policies, and procedural documents to ensure the effective implementation of these Bylaws, including the Schedule of Dues, the conflict of interest policy, the code of conduct, and the data protection policy.
8.4.2. Such documents shall not contradict these Bylaws and shall be approved by the Board in accordance with established procedures.

8.5. Legal Compliance
8.5.1. The Association shall conduct its activities in full compliance with applicable federal, state, and international law.
8.5.2. Where any provision conflicts with a mandatory legal requirement, the legal provision prevails without invalidating the remaining provisions.

8.6. Severability
8.6.1. If any provision is declared invalid or unenforceable by a competent authority or court, the invalidity shall not affect the validity of the remaining provisions.
8.6.2. The invalid provision shall be replaced by a lawful provision that most closely reflects the original intent and purpose.

8.7. Records Retention
8.7.1. Minutes, resolutions, the Register of Members, and evaluation files shall be retained for not less than seven (7) years, and the Articles of Incorporation, these Bylaws, and tax filings permanently, unless a longer period is required by law.

8.8. Transitional Provisions
8.8.1. Until permanent governing bodies are constituted, temporary management procedures may be applied in accordance with the founding resolution.
8.8.2. All actions taken prior to the adoption of these Bylaws, if consistent with their principles, are deemed valid.
8.8.3. The first Directors shall be appointed by the founding resolution and shall serve until the first Annual General Meeting, at which the staggered terms under Section 3.2.3 shall be established by lot.

The undersigned certifies that these Bylaws were adopted by resolution of the Board of Directors of the International Beauty & Fitness Association on the date first written above, and that they constitute the Bylaws of the Association currently in force.

Rebecca Thompson

Executive Director

International Beauty & Fitness Association (IBFA)