IBFA Regulations

BYLAWS (CHARTER)

INTERNATIONAL BEAUTY & FITNESS ASSOCIATION (IBFA)

Preamble

These Bylaws (the “Charter”) establish the legal framework, governance structure, operational principles, and internal regulations of the International Beauty & Fitness Association (IBFA) (hereinafter referred to as the “Association”).

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.

General Provisions

Name: The name of the organization shall be International Beauty & Fitness Association, hereinafter referred to as the “Association” or “IBFA”.

Legal Status: The Association is established as a non-profit professional organization operating under the laws of the jurisdiction in which it is duly registered.

1. Mission, Goals, and Objectives
1.1. Mission of the Association
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.
1.2. Goals of the Association:

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.
1.3. Objectives of the Association
The main objectives of the Association are:

To elevate global standards in the beauty and fitness industry.
To shape the future of excellence in beauty and fitness.
To promote not only the recognition of professional talent but also 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.

1.4. Main Purpose
The main purpose of the International Beauty & Fitness Association (the “Association”) is to promote excellence and sustainable development in the beauty, fitness, wellness, and related industries at the international level.
The Association supports professional growth, ethical conduct, education, certification, cooperation, and the organization of industry events and initiatives that contribute to the advancement of the sector.
1.5. Principal Areas of Activity
To fulfill its purpose, the Association may engage in the following activities:

Development and promotion of professional standards and best practices.
Organization of international competitions, conferences, seminars, workshops, and other professional events.
Implementation of educational and certification programs.
Facilitation of networking, collaboration, and partnerships among members.
Cooperation with national and international organizations and industry stakeholders.
Promotion of professional ethics, quality standards, and healthy lifestyle principles.
Any other lawful activities necessary to achieve the objectives of the Association in accordance with applicable legislation and internal regulations.

2. Membership
2.1 Membership Criteria
The Association accepts members who meet the following criteria:

Proven high level of professional expertise and talent.
International recognition in the beauty, salon business, or fitness industries.
Availability of specialized publications, media interviews, or other evidence of professional significance.
Inclusion among leading experts who have achieved significant success on a global level.

2.2 Categories of Membership
The Association shall maintain the following categories of membership:
a) Associate Member
Associate Membership may be granted to 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
Professional Membership shall be granted to established practitioners who possess substantial industry experience, recognized credentials, and a proven record of professional achievement and ethical conduct.
c) Fellow Member
Fellow Membership represents the highest level of recognition within the Association and shall be reserved for distinguished professionals who have demonstrated exceptional leadership, innovation, impact, and sustained excellence within the industry.
The Board of Directors may establish additional membership categories, sub-classifications, or honorary distinctions as deemed necessary to support the mission and objectives of the Association.
2.3 Admission and Termination of Membership
2.3.1. Admission

Membership in the Association shall be selective and merit-based.
Admission may occur by invitation or through formal application subject to review and approval by the Executive Committee or Board of Directors.
Applicants must demonstrate:

Verified professional experience in the beauty and/or fitness industry;
Recognized qualifications, certifications, or licenses (where applicable);
A record of ethical practice and professional integrity;
Alignment with the mission, values, and standards of the Association.

The Association reserves the right to approve or decline any application at its sole discretion.

2.3.2. Termination
Membership may be terminated by:
a) Voluntary resignation submitted in writing to the Association;
b) Expiration or non-renewal of membership (if applicable);
c) Removal for cause, including but not limited to:

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.

Termination for cause shall be subject to review and approval by the Board of Directors in accordance with internal procedures.
2.4 Rights and Obligations of Members
2.4.1. Rights of Members
Members in good standing shall have the right to:

Participate in Association programs, events, and professional initiatives;
Access member-exclusive resources, educational materials, and industry insights;
Use designated membership titles and credentials in accordance with Association guidelines;
Participate in networking opportunities within the international professional community of the Association;
Exercise voting rights where such rights are granted under these Bylaws (if applicable to membership category).

2.4.2. Obligations of Members
Members shall:

Uphold the highest standards of professional ethics, integrity, and excellence;
Maintain accurate and truthful representation of their qualifications and credentials;
Comply with these Bylaws and any policies, codes of conduct, or regulations adopted by the Association;
Act in a manner that supports and advances the mission and reputation of the Association;
Fulfill any applicable membership dues or financial obligations, if established.

3. Governing Bodies
3.1. General Assembly
The General Assembly is the supreme governing body of the International Beauty & Fitness Association (the “Association”). It comprises all full members in good standing. The General Assembly:

Determines the strategic direction and broad policies of the Association.
Approves amendments to the Articles of Association or Bylaws.
Elects the Board of Directors.
Reviews and endorses major programmatic and financial decisions.
Meets at least once annually or as otherwise required.

Decisions of the General Assembly shall be adopted by a majority vote of the members present or represented, unless higher thresholds are specified in the Association’s governing documents.
3.2. Board of Directors / Management Board
The Board of Directors (alternatively referred to as the Management Board) is responsible for oversight, governance, and implementation of strategic decisions adopted by the General Assembly. The Board:

Acts as the principal governing body between General Assembly meetings.
Appoints and supervises the Executive Director.
Approves annual budgets, financial reports, and operational plans.
Ensures compliance with applicable laws, policies, and the Association’s mission.
Establishes committees, task forces, or advisory councils as needed.

Board members serve for a specified term (e.g., two to four years) and are elected by the General Assembly. The Board meets regularly, with a quorum defined in the Association’s bylaws.
3.3. Executive Director
The Executive Director is the chief executive officer of the Association responsible for day-to-day operations and execution of the strategy set by the Board of Directors. The Executive Director:

Implements policies, initiatives, and programs approved by the Board.
Manages staff, contractors, and volunteers.
Prepares annual budgets, financial reports, and operational plans for Board approval.
Represents the Association in external relations, partnerships, and stakeholder engagement.
Reports regularly to the Board of Directors and the General Assembly.

The Executive Director is appointed by the Board and serves at the discretion of the Board, in accordance with the Association’s governance framework.

4. Regulation of Meetings and Decision-Making Procedures
4.1. General Provisions
Meetings of the governing bodies of the Association shall be conducted in accordance with this Charter/Bylaws and applicable legislation. Meetings may be held in person, virtually (via electronic communication means), or in a hybrid format, provided that all participants are able to communicate simultaneously and effectively.
All meetings shall be convened in a transparent manner, ensuring equal participation rights for members or authorized representatives, as applicable.
4.2. Types of Meetings
The Association may hold the following types of meetings:

Ordinary Meetings – held regularly in accordance with the schedule established by the governing body.
Extraordinary Meetings – convened when necessary to address urgent matters or upon request of the authorized number of members or governing body members, as defined in this Charter.
Annual General Meeting (if applicable) – held at least once per year to review reports, approve key decisions, and elect governing bodies.

4.3. Convocation of Meetings
Meetings shall be convened by the authorized governing body (e.g., the Board of Directors) or by another body/person as specified in this Charter.
Notice of a meeting shall be sent to all entitled participants within a reasonable period prior to the meeting date, specifying:

Date, time, and format of the meeting;
Agenda;
Supporting documents and materials;
Voting procedures, if applicable.

Only matters included in the agenda may be decided upon, unless otherwise permitted by the governing regulations.
4.4. Quorum
A meeting shall be considered valid if the required quorum is present. The quorum shall be defined as more than half of the entitled voting members, unless otherwise specified in this Charter.
If the quorum is not achieved, the meeting may be rescheduled in accordance with the established procedures.
4.5. Decision-Making Procedures
Decisions shall be adopted by a majority of votes of the members present and entitled to vote, unless a higher voting threshold is required by this Charter or applicable law.
In cases of equal votes, the procedure for resolving a tie shall be determined by the chairperson’s casting vote.
Voting may be conducted:

In open form (by show of hands or roll-call);
By secret ballot (if required by law or requested by members);
Electronically, if technical means ensure reliability, transparency, and verification of results.

4.6. Minutes of Meetings
All meetings shall be documented in written minutes. The minutes shall include:

Date and place (or platform) of the meeting;
List of participants;
Agenda items;
Summary of discussions;
Resolutions adopted;
Voting results.

Minutes shall be signed by the chairperson and the secretary (or other authorized persons) and stored in the official records of the Association.
4.7. Validity and Implementation of Decisions
Decisions adopted in accordance with this Charter shall be binding on all members and governing bodies of the Association.
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
The Association shall manage its finances and assets in accordance with this Charter, internal regulations, and applicable legislation.
The financial activities of the Association shall be conducted on the principles of transparency, accountability, lawful use of funds, and compliance with the objectives of the Association.
The Association is a non-profit entity. Any income generated shall be used exclusively to achieve the purposes and objectives of the Association and shall not be distributed among members, founders, or governing body members as profit.
5.2. Sources of Funding
The financial resources of the Association may consist of, but are not limited to:

Membership fees (if applicable).
Grants, donations, sponsorships, and voluntary contributions from individuals and legal entities.
Income derived from events, programs, educational activities, certifications, and other lawful activities.
Funds received under partnership agreements or cooperation arrangements.
Other lawful sources not prohibited by applicable legislation.

All contributions shall be accepted in accordance with internal financial policies and legal requirements.
5.3. Assets of the Association
The assets of the Association may include:

Monetary funds in national and foreign currencies;
Movable and immovable property;
Intellectual property rights;
Equipment, materials, and other property acquired or received in accordance with the law.

All assets shall be used solely for the implementation of the Association’s mission, goals, and objectives.
5.4. Financial Management
The management of financial resources shall be carried out by the authorized governing bodies in accordance with their respective competencies.
The Board of Directors:

Approves the annual budget;
Oversees financial planning and reporting;
Ensures proper accounting and financial control;
Approves major expenditures in accordance with internal regulations.

The Executive Director:

Manages day-to-day financial operations within the approved budget;
Ensures proper record-keeping and documentation;
Reports regularly to the Board on financial matters.

5.5. Accounting and Reporting
The Association shall maintain proper accounting records in accordance with applicable law.
Annual financial statements shall be prepared and submitted to the relevant governing body for approval.
Where required by law, the Association shall conduct independent audits to ensure transparency and compliance.
Financial documents shall be retained for the period prescribed by applicable legislation.
5.6. Use of Funds
Funds and assets of the Association shall be used exclusively for:

Implementation of programs and activities;
Administrative and operational expenses;
Organization of events and educational initiatives;
Development of the Association’s infrastructure and international cooperation;
Other lawful purposes consistent with the Charter.

No part of the income or assets shall be distributed to members or governing body members as dividends or profit.
5.7. Financial Transparency and Control
The Association shall ensure internal financial control mechanisms to safeguard assets and prevent misuse of funds.
Members may access financial information in accordance with procedures established by internal regulations and applicable law.

6. Amendments to the Bylaws
6.1. General Provisions
These Bylaws may be amended in order to ensure the effective functioning of the Association and compliance with applicable legislation.
All amendments shall be made in accordance with the procedures established in this Charter and shall not contradict the fundamental mission, objectives, and principles of the Association.
6.2. Right to Propose Amendments
Proposals for amendments to the Bylaws may be submitted by:

The Board of Directors (or equivalent governing body);
The Executive Director (if applicable);
A specified number or percentage of members, as defined in this Charter.

All proposed amendments must be submitted in writing and include a clear description of the suggested changes and their justification.
6.3. Procedure for Adoption
Amendments to the Bylaws shall be considered and approved by the General Assembly (or the highest governing body of the Association), unless otherwise specified in this Charter.
The decision to amend the Bylaws shall require:

A quorum in accordance with the established rules; and
A qualified majority vote (if required), or a simple majority, as determined by this Charter.

The exact voting threshold may be increased for amendments affecting the core structure, purpose, or governance of the Association.
6.4. Notice and Review
Members shall be informed of proposed amendments within a reasonable period prior to the meeting at which they will be considered.
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;
Voting procedures.

This ensures transparency and allows members sufficient time to review the proposed changes.
6.5. Entry into Force
Unless otherwise specified in the resolution adopting the amendments, changes to the Bylaws shall enter into force immediately upon approval.
Where required by law, amendments shall become effective only after registration with the relevant authorities.
All governing bodies and members shall comply with the amended provisions from the date they enter into force.
6.6. Consistency with Applicable Law
Amendments to the Bylaws must comply with applicable national and international laws. In the event of inconsistency between the Bylaws and mandatory legal provisions, the latter shall prevail.

7. Reorganization and Dissolution
7.1. General Provisions
The reorganization or dissolution of the Association shall be carried out in accordance with this Charter and applicable legislation.
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
Reorganization of the Association may include, but is not limited to:

Merger with another organization;
Consolidation;
Division;
Separation;
Transformation into another legal form, where permitted by law.

A decision on reorganization shall be adopted by the General Assembly (or the highest governing body), by the required qualified majority vote, as specified in this Charter.
The reorganization procedure shall include:

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.
Registration of changes with the competent authorities, if required.

Reorganization shall not affect the rights of members unless otherwise provided by law or by the approved reorganization plan.
7.3. Grounds for Dissolution
The Association may be dissolved:

By decision of the General Assembly (or highest governing body);
By court decision, in cases предусмотренных законом;
In other cases stipulated by applicable legislation.

Dissolution shall be considered only upon compliance with the procedures and voting thresholds established in this Charter.
7.4. Dissolution Procedure
In the event of dissolution, the competent governing body shall appoint a liquidation commission (liquidator), which shall be responsible for:

Managing the liquidation process;
Notifying relevant authorities and stakeholders;
Identifying and settling debts and obligations;
Collecting receivables;
Preparing a final financial report;
Distributing remaining assets in accordance with this Charter and applicable law.

During liquidation, the Association shall cease to carry out activities except those necessary for completing the dissolution process.
7.5. Distribution of Remaining Assets
After settlement of all obligations, any remaining assets shall be used exclusively in accordance with applicable law governing non-profit organizations.
Under no circumstances shall the remaining assets be distributed among members, founders, or governing body members as personal profit.
The distribution of assets, if permitted by law, shall be directed to another non-profit organization with similar objectives, or as otherwise required by law.
7.6. Completion of Liquidation
The liquidation process shall be considered completed upon:

Full settlement of financial and legal obligations;
Approval of the final liquidation balance;
Registration of the dissolution with the competent authorities, where required.

Upon completion, the Association shall cease to exist as a legal entity.

8. Final Provisions
8.1. Entry into Force
This Charter and any amendments thereto shall enter into force in accordance with the decision of the competent governing body and, where required, upon registration with the relevant state authorities.
From the date of entry into force, all governing bodies, members, and representatives of the Association shall be bound by its provisions.
8.2. Interpretation of the Charter
The interpretation of this Charter shall be carried out in accordance with its objectives, principles, and applicable legislation.
In case of ambiguity or inconsistency between provisions, the interpretation that best ensures compliance with the law and the fulfillment of the Association’s mission shall prevail.
Matters not expressly regulated by this Charter shall be governed by applicable legislation and internal regulations adopted by the Association.
8.3. Internal Regulations and Policies
The Association may adopt internal regulations, policies, and procedural documents to ensure the effective implementation of this Charter.
Such internal documents shall not contradict this Charter and shall be approved by the competent governing body in accordance with established procedures.
8.4. Legal Compliance
The Association shall conduct its activities in full compliance with applicable national and international laws.
In the event that any provision of this Charter conflicts with mandatory legal requirements, the relevant legal provisions shall prevail without invalidating the remaining provisions of the Charter.
8.5. Severability
If any provision of this Charter is declared invalid or unenforceable by a competent authority or court, such invalidity shall not affect the validity of the remaining provisions.
The invalid provision shall be replaced by a lawful provision that most closely reflects the original intent and purpose.
8.6. Official Language
The official language(s) of the Association shall be determined by decision of the governing body.
In case of discrepancies between different language versions of this Charter, the version designated as official shall prevail.
8.7. Transitional Provisions
Until the formation of permanent governing bodies, temporary management procedures may be applied in accordance with the founding resolution.

All actions taken prior to the adoption of this Charter, if consistent with its principles, shall be deemed valid.