Bylaws

Section 1.1. Name. The name of the corporation is the International Cardistry Association, Inc. (the "Association" or "ICA").

Section 1.2. Mission. The mission of the International Cardistry Association is to preserve and further the art of cardistry.

Section 1.3. Principal Office. The principal office of the Association is located at 50-35 70th Avenue, Ridgewood, NY 11385, or at such other place as the Board of Directors may determine from time to time.

Section 2.1. Fellows. The Association may recognize individuals as Fellows of the International Cardistry Association. Fellowship is a voluntary relationship with the Association that supports its mission and may confer certain benefits, privileges, and participation opportunities as determined by the Board of Directors from time to time. Fellows are not members of the corporation for purposes of governance, and Fellowship does not create any right to elect directors, approve amendments to these Bylaws, approve dissolution, or otherwise control the governance of the Association.

Section 2.2. Participation Rights. Fellows may be invited to participate in certain community-facing matters designated by the Board, including but not limited to the selection of convention dates, convention locations, community recognition programs, awards, programming input, and other mission-related matters. The Board may establish procedures, eligibility rules, voting methods, and limits for such participation from time to time. Participation by Fellows in such matters shall not constitute corporate governance authority.

Section 2.3. Fellowship Numbers. Each Fellow may be assigned a unique sequential fellowship number beginning at 0001. Fellowship numbers are permanent and shall not be reassigned.

Section 2.4. Fellowship Dues. The Board of Directors may establish fellowship dues and may offer sliding scale pricing or other accessibility accommodations. Dues, if any, shall be reviewed by the Board at least annually.

Section 2.5. Good Standing. The Board may establish standards for Fellow good standing, including payment of dues if applicable, compliance with the Code of Conduct, and adherence to participation rules established by the Association.

Section 2.6. No Governance Rights. Except as expressly provided by the Board in connection with a limited participation program, Fellows shall have no voting rights with respect to the Board of Directors, officers, amendment of these Bylaws, dissolution, merger, sale of substantially all assets, or any other corporate governance matter.

Section 3.1. General Powers. The affairs of the Association shall be managed by its Board of Directors. The Board shall have all powers necessary to carry out the purposes of the Association consistent with applicable law, the Certificate of Incorporation, and these Bylaws.

Section 3.2. Number of Directors. The Board shall consist of a minimum of three (3) and a maximum of twelve (12) directors. The general target size of the Board is approximately six (6) directors. The exact number within this range shall be determined by the Board by resolution.

Section 3.3. Founding Board. The initial Board of Directors consists of three directors: Stephen Simalchik (Chair), Michael Stern (Treasurer), and Kyle Tran (Co-Chair).

Section 3.4. Self-Perpetuating Board. The Board of Directors shall be self-perpetuating. Directors shall serve until they resign, are removed, or their seats are otherwise vacated in accordance with these Bylaws. New directors shall be elected by the affirmative vote of all then-serving directors present at a duly called meeting at which a quorum is present, unless otherwise required by law or these Bylaws.

Section 3.5. Qualifications. Directors shall be natural persons of at least eighteen (18) years of age. The Executive Director shall not serve as a member of the Board of Directors. The Board may include directors who do not serve as officers, and such directors shall have the same voting rights and fiduciary duties as all other directors.

Section 3.6. Resignation. Any director may resign by delivering written notice to the Chair or the Secretary of the Association. A resignation shall not become effective until a successor has been identified and approved by the Board, unless the Board expressly waives that requirement in writing.

Section 3.7. Election of New Directors. New directors shall be elected by the affirmative vote of all then-serving directors present at a duly called meeting at which a quorum is present. A candidate may be nominated by any director and shall be considered based on the candidate’s ability to advance the mission of the Association.

Section 3.8. Removal of Directors. A director may be removed for cause only by the unanimous vote of all other directors then in office, excluding the director whose removal is under consideration. Cause shall include, without limitation, conduct materially adverse to the Association, material breach of fiduciary duty, fraud, theft, harassment, serious misconduct, repeated failure to fulfill board responsibilities, or violation of the Association’s governing documents or Code of Conduct.

Section 3.9. Vacancies. Vacancies on the Board shall be filled by election of the remaining directors in accordance with Section 3.7. A director elected to fill a vacancy serves until replaced or removed in accordance with these Bylaws.

Section 3.10. Compensation. Directors shall serve without compensation for service on the Board. Directors may be reimbursed for reasonable expenses incurred in connection with their service on the Board, as approved by the Board.

Section 3.11. Conflicts of Interest. Each director owes the Association a fiduciary duty and shall act in the best interests of the Association. A director shall promptly disclose to the Board any actual, potential, or apparent conflict of interest, including any personal, financial, business, family, or other interest that could reasonably be expected to influence the director’s independent judgment on a matter before the Board. The Board shall determine, by vote of the disinterested directors, whether a conflict of interest exists. Any director with a conflict of interest shall not be present for deliberation on the matter except to provide requested factual information, shall not attempt to influence the deliberation or vote, and shall not vote on the matter. The minutes shall reflect the disclosure, the determination of whether a conflict exists, the names of the disinterested directors participating in the decision, and the final action taken. The Board shall adopt and maintain a written conflict of interest policy consistent with applicable law and Section 501(c)(3) requirements, and each director shall comply with that policy and complete any annual disclosure required by the Board.

Section 4.1. Annual Meeting. The Board shall hold at least one (1) annual meeting each calendar year for the purpose of reviewing the Association’s activities, finances, and strategic direction, and conducting any other business that properly comes before the Board.

Section 4.2. Special Meetings. Special meetings of the Board may be called at any time by the Chair or by any two (2) directors. Notice of a special meeting shall state the purpose of the meeting and shall be given at least five (5) days in advance.

Section 4.3. Remote Meetings. Meetings of the Board may be held by telephone, video conference, or other remote communication technology by which all directors participating can hear and communicate with each other. Participation in a remote meeting constitutes presence at the meeting.

Section 4.4. Notice. Notice of all Board meetings shall be given to each director at least seven (7) days in advance, except in cases of emergency. Notice may be given by email, text message, or other electronic means.

Section 4.5. Quorum. A majority of the current directors in office shall constitute a quorum for the transaction of business. If a quorum is not present, no business shall be transacted.

Section 4.6. Voting. Each director shall have one vote. Except as otherwise provided in these Bylaws, decisions of the Board shall be made by a majority vote of directors present at a meeting at which a quorum exists.

Section 4.7. Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing to the action. Written consent may be given by email or other electronic means and shall be documented in the records of the Association.

Section 4.8. Minutes. The Secretary or a designee shall keep minutes of all Board meetings. Minutes shall be distributed to all directors within thirty (30) days of each meeting and shall be maintained in the permanent records of the Association.

Section 5.1. Officers. The officers of the Association shall be a Chair, a Co-Chair, and a Treasurer. The Board may designate additional officers as needed. All officers shall be directors of the Association. Directors who do not hold officer positions shall remain full voting members of the Board with the same fiduciary duties as officer-directors.

Section 5.2. Chair. The Chair shall preside at all meetings of the Board, serve as the primary liaison between the Board and the Executive Director, and perform such other duties as the Board may assign. The Chair is the principal governance officer of the Association. Stephen Simalchik serves as the founding Chair.

Section 5.3. Co-Chair. The Co-Chair shall assist the Chair and assume the duties of the Chair in the Chair’s absence or incapacity. The Co-Chair shall perform such other duties as the Board may assign. Kyle Tran serves as the founding Co-Chair.

Section 5.4. Treasurer. The Treasurer shall have oversight of the financial affairs of the Association, review financial reports, and ensure that proper financial records and controls are maintained. The Treasurer shall report to the Board on the financial condition of the Association at each annual meeting and as otherwise requested. Michael Stern serves as the founding Treasurer.

Section 5.5. Election of Officers. Officers shall be elected by the Board by majority vote. Officers serve at the pleasure of the Board and may be removed and replaced by majority vote of the Board at any time.

Section 5.6. Officer Vacancies. Vacancies in any officer position shall be filled by majority vote of the Board at the next meeting or by written consent.

Section 6.1. Executive Director. The Board shall appoint an Executive Director who shall be the chief operational officer of the Association. The Executive Director is an employee or contractor of the Association, as determined by the Board, and shall not be a member of the Board of Directors.

Section 6.2. Role and Authority. The Executive Director is the creator and primary driver of the Association’s mission and vision. The Executive Director shall have full authority over the day-to-day operations of the Association, including hiring and supervision of staff, program implementation, platform development, community relations, and execution of the strategic plan adopted by the Board. The Executive Director shall have the authority to execute contracts and agreements within limits established by the Board.

Section 6.3. Reporting. The Executive Director reports to the full Board of Directors. The Chair of the Board serves as the primary communication point between the Board and the Executive Director. The Executive Director shall provide the Board with regular updates on organizational activities, finances, and progress toward strategic goals.

Section 6.4. Compensation. The Executive Director shall be compensated in an amount determined by the Board of Directors. Compensation shall be set at a level commensurate with the Executive Director’s responsibilities and consistent with compensation paid to executives of comparable organizations. The Board shall conduct a formal compensation review annually and shall document the basis for its determination.

Section 6.5. Founding Executive Director. Adam Kerchman serves as the founding Executive Director of the International Cardistry Association.

Section 7.1. Advisory Council. The Executive Director, in consultation with the Board, may maintain an Advisory Council consisting of community practitioners, subject matter experts, and other individuals whose knowledge and relationships advance the Association’s mission. Advisory Council members serve at the invitation of the Executive Director or Board, as applicable, and have no governance authority over the Association.

Section 7.2. Other Committees. The Board may establish such committees as it deems necessary. Committees shall operate under charters approved by the Board and shall report to the Board. No committee shall have authority to bind the Association except to the extent expressly delegated by the Board and permitted by law.

Section 8.1. Fiscal Year. The fiscal year of the Association shall begin on January 1 and end on December 31 of each year.

Section 8.2. Bank Accounts. The Association shall maintain one or more bank accounts in its name. Checks, drafts, or other withdrawals of funds shall require the signature of the Executive Director or such other persons as the Board may designate.

Section 8.3. Financial Controls. The Board shall establish appropriate financial controls including authorization levels for expenditures, review of financial statements, and oversight of the annual budget.

Section 8.4. Budget. The Executive Director shall prepare an annual budget for approval by the Board. The Board shall review and approve the budget at or before the start of each fiscal year.

Section 8.5. Prohibited Transactions. No part of the net earnings of the Association shall inure to the benefit of any director, officer, employee, or private individual, except that the Association may pay reasonable compensation for services rendered and may reimburse reasonable expenses incurred on behalf of the Association. The Association shall not engage in any transaction that constitutes private inurement or private benefit within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Section 8.6. Indemnification. The Association shall indemnify its directors, officers, and the Executive Director against claims arising from their service to the Association to the fullest extent permitted by New York law, provided such persons acted in good faith and in a manner reasonably believed to be in the best interests of the Association.

Section 8.7. Insurance. The Association shall maintain Directors and Officers liability insurance and such other insurance as the Board deems appropriate to protect the Association and its directors, officers, employees, and agents.

Section 9.1. Amendment of Bylaws. These Bylaws may be amended, restated, or repealed only by the unanimous consent of all directors then in office. Proposed amendments shall be distributed to all directors at least fourteen (14) days before the meeting at which they will be considered.

Section 9.2. Certificate of Incorporation. Nothing in these Bylaws shall be construed to conflict with the Certificate of Incorporation of the Association. In the event of any conflict, the Certificate of Incorporation shall control.

Section 10.1. Dissolution. The Association may be dissolved only by unanimous consent of all directors then in office, subject to compliance with applicable New York law. Upon dissolution, after payment of all liabilities, all remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to one or more organizations organized and operated exclusively for such purposes, as determined by the Board and as permitted by law.

Section 11.1. Governing Law. These Bylaws shall be governed by and construed in accordance with the Not-for-Profit Corporation Law of the State of New York.

Section 11.2. Parliamentary Authority. In all matters not covered by these Bylaws or the Certificate of Incorporation, the Association shall be governed by Robert’s Rules of Order, Newly Revised, to the extent applicable to a nonprofit corporation.

Section 11.3. Code of Conduct. The Association shall maintain a Code of Conduct applicable to all Fellows, chapters, Advisory Council members, directors, officers, employees, contractors, and other persons participating in Association programs. The Code of Conduct shall be adopted and may be amended by the Board.

Section 11.4. Records. The Association shall maintain permanent records including the Certificate of Incorporation, these Bylaws, minutes of all Board meetings, and financial records. Records shall be available for inspection by directors at reasonable times and in accordance with applicable law and board policy.