The bylaws are
how we bind ourselves.

Eligible Board Members are the Exco officers, the Directors (Regional Presidents), and the Patrons. Directors are the Regional Presidents of recognized Regions and hold voting rights on Board actions.

Good Standing means a Region is current on national dues and obligations and is not under sanction. A Simple Majority is more than half of votes cast by Directors present and voting. A Supermajority is two-thirds (2/3) of all Directors then in office, unless otherwise stated.

Authority runs in this order: the Constitution (the highest internal authority), then the Bylaws, then Board Policies and Appendices, then Committee Procedures.

If any provision is found invalid under law, the remaining provisions remain in effect. Where interpretation is required, the plain meaning controls, with reference to the mission and governance principles in Article II.

The Board meets at least once per quarter. Meetings may be in-person, virtual, or hybrid, and virtual participation counts for attendance and quorum. Every Convention weekend also includes a Pre-Convention and a Post-Convention Board Meeting.

Every Board meeting requires written notice to all Directors and Patrons through the official distribution list, stating the date and time, the format or link, and the agenda. Secret Board meetings are prohibited, and a meeting not properly noticed is invalid for Board voting.

Quorum for Board voting is a simple majority of all Directors then in office. If quorum is not reached within thirty (30) minutes of the start time, the meeting may proceed for reports and discussion only, with no votes.

A Special Board meeting needs at least seven (7) days written notice, and an Emergency meeting at least forty-eight (48) hours; minutes of both are distributed within ten (10) days. If the President or Secretary fails to call a needed meeting, a petition signed by two-thirds of Directors and two-thirds of Patrons may compel a Special meeting.

Directors represent their Regions in national deliberations and voting, vote on reserved powers and oversight matters, ensure their Regions meet national obligations (dues, credentialing accuracy, and discipline enforcement), and give strategic guidance to the Exco.

Each Region credentials one (1) voting delegate and one (1) alternate delegate for Convention. The voting delegate casts the Region's vote. Credentialing rules and forms are in Appendix G.

A Director may not hold a national Exco office while remaining a voting Director. A Regional President elected to the Exco must resign as Regional President before taking the national Oath of Office, and an Exco officer who becomes a Regional President must resign the Exco office within thirty (30) days.

Because individuals participate through Regions, accountability is enforced through Regions. Regions must investigate and discipline their members when national misconduct occurs; failure to act may result in fines or sanctions under Article XIV.

The Exco is the executive branch responsible for day-to-day management and execution of Board-approved priorities. It acts within approved budgets, delegated spending limits, and adopted policies. Directors provide oversight through reserved powers and reporting requirements.

The officers are the President, Vice President, Secretary, Assistant Secretary, Treasurer, Financial Secretary, and Publicity/Communications Secretary. Each serves a two (2) year term, with a maximum of two (2) consecutive terms in the same office, after which a one-term break is required before serving again in that office.

The President is chief executive officer and chief spokesperson and presides over Board and Exco meetings. The Vice President assists the President and acts for the President during temporary absence or incapacity. The Secretary is the chief governance and records officer, the Treasurer the chief financial officer, the Financial Secretary receives dues and deposits funds promptly, and the Publicity/Communications Secretary manages official communications.

INC-USA may engage staff or independent contractors to support continuity, recognizing that Exco roles are voluntary. All staffing and contracting must be approved in the annual budget or by Director vote, documented in writing, and subject to conflict-of-interest rules.

Patrons serve as senior advisors, goodwill ambassadors, and guardians of institutional integrity. They lead fundraising, serve as Electoral Officers wherever practicable, act as the dispute-resolution and mediation panel, and attend Board meetings to give counsel without voting.

Patrons serve a four (4) year term that renews automatically for another four years unless the Patron declines or renewal is challenged and denied. Denial of renewal requires a two-thirds (2/3) vote of all Directors then in office, recorded by roll call. Directors fill a Patron vacancy by simple majority.

Disputes follow six steps: a written complaint, a preliminary review by a three-member Patrons panel, written notice with at least seven (7) days to respond, mediation first, a hearing if needed, and enforcement by Director vote where required.

In a constitutional crisis the Patrons Council may act as Interim Caretaker Authority solely to stabilize governance: no new spending beyond approved budgets, no new contracts, borrowing, hiring, or programs, a report to Directors within fourteen (14) days, and automatic expiry when a duly elected Exco is sworn in.

National elections are held at Convention on a biennial cycle (every two years), unless a vacancy requires a special election. A candidate must be a member in good standing of a recognized Region, with at least one (1) year of regional officer or committee leadership within the past five (5) years, a written endorsement from their Region, and a signed eligibility and conflict-of-interest declaration (Appendix N).

Electoral Officers are Patrons wherever practicable, proposed by the Exco at least ninety (90) days before Convention and approved by Directors. Candidates apply at least six (6) months before Convention, or are nominated from the floor by a credentialed delegate and seconded by another Region. A Town Hall candidate forum must be held before any vote is cast.

Voting is open ballot. Contested races are decided by open roll call by Region, with Electoral Officers tallying and announcing totals. Voice vote alone is not sufficient for a contested race unless the outcome is unanimously clear.

In election years, Directors adopt a Term-End Resolution at the Pre-Convention Board Meeting, and the outgoing Exco term concludes at the opening of the Election Session. Electoral Officers certify results as soon as counting is complete; the new Exco takes the Oath of Office and receives the handover at the Post-Convention Board Meeting.

Directors approve an annual operating and program budget. The Exco may spend within the approved budget and within the delegated authority thresholds, dual-approval rules, and procurement requirements in Appendix B.

Cash transactions are discouraged. Where unavoidable, cash payments are capped at $200 per transaction and require receipts. Payments above the Appendix B threshold require two approvals.

The Treasurer produces quarterly financial reports (P&L, balance sheet, budget vs actual) and distributes them to Directors and Regions.

An annual independent audit is encouraged but not mandatory. Directors may commission an audit or independent review when a donor requires it, when revenue or assets exceed a threshold, or when a risk trigger occurs. Travel support follows Appendix J, which prioritizes virtual participation.

Due process applies to every sanction: a written complaint and notice, an opportunity to respond and be heard, a written decision with reasons, and one appeal.

Election misconduct includes attempted rigging, intimidation, or disruption of credentialing, nomination, voting, counting, or certification; falsifying delegate status or Region credentials; misuse of INC-USA funds or platforms to influence an election; and failure to follow lawful Electoral Officer instructions during the Election Session.

Where an individual commits misconduct, Directors may require the person's Region to take corrective action and may fine the Region after due process. The fine schedule, subject to Director policy adoption, is $500 for a first violation, $1,000 for a second within 24 months, and $1,500 plus possible suspension of voting privileges for repeated violations.

Removal or suspension of a national officer for cause requires a two-thirds (2/3) vote of all Directors then in office (not merely those present), recorded by roll call. A sanctioned party may appeal once, in writing, within fourteen (14) days; a Patrons panel recommends and Directors decide.

The recommended standing committees are (1) Projects and Programs (healthcare, education, community development), (2) Finance and Compliance, (3) Membership and Region Development, (4) Convention Planning, and (5) Scholarship and Education.

Committee chairs are appointed by the President, subject to Board confirmation where required. Committees operate under written charters and report quarterly.

Meetings are governed by Robert's Rules of Order Newly Revised (most current edition), except where inconsistent with the Constitution and Bylaws. The presiding officer states the parliamentary authority at the start of each meeting.

Official notices and communications are issued by the Secretariat through the official distribution lists. Regions must keep contact emails current; only notices issued through official channels constitute official notice.

The Secretary is custodian of governance records (constitution, bylaws, minutes, policies) and the Treasurer is custodian of financial records. INC-USA shall adopt a document retention policy and maintain secure archives.