The bylaws are
how we bind ourselves.

The Board of Directors is the governing body of INC-USA. Each recognized Region in good standing shall seat its Regional President as a voting Director. Directors serve ex officio — their seat runs with their Regional office.

Directors approve the annual budget, confirm major programs, hire and remove the Executive Officers, ratify constitutional amendments, and exercise the Reserved Powers enumerated in Article 2.4 of the Constitution.

A Director may not simultaneously serve as a national Officer (President, Vice President, Secretary, Assistant Secretary, Treasurer, Financial Secretary, or Publicity Secretary). Dual national-vote authority is prohibited.

Quorum is a simple majority of Directors then in office. For Reserved Powers, a two-thirds supermajority of Directors in office is required.

The Board shall meet at minimum quarterly. Regular meeting dates are set by resolution at the first meeting of each fiscal year and posted to the members.

Written notice of every meeting — including date, time, place (or videoconference link), and agenda — shall be delivered to each Director not less than ten (10) days before a regular meeting and not less than three (3) days before a special meeting.

No secret meetings. Minutes are kept by the Secretary, reviewed at the next meeting, and made available to the membership within fourteen (14) days of approval.

The President chairs meetings of the Board. In absence, the Vice President chairs. In absence of both, the Board elects a chair pro tempore from among the Directors present.

The Executive Committee shall consist of seven Officers: President, Vice President, Secretary, Assistant Secretary, Treasurer, Financial Secretary, and Publicity Secretary. The Executive Committee carries day-to-day operations between Board meetings.

Officers are elected at the biennial National Convention by the credentialed Regions. Officer terms are two (2) years. No Officer may serve more than two (2) consecutive terms in the same office. A break in service resets the term count.

The President is the chief executive; the Vice President deputizes; the Secretary maintains records; the Assistant Secretary deputizes for the Secretary; the Treasurer has custody of funds; the Financial Secretary collects dues and issues receipts; the Publicity Secretary leads communications.

Officer vacancies are filled by Board appointment for the balance of the term. A vacancy in the Presidency elevates the Vice President automatically.

An Officer may be removed for cause — including neglect of duty, financial misconduct, or conduct unbecoming the office — by two-thirds vote of Directors in office, after written notice of the charges and an opportunity to respond.

A Director seats with their Regional office; removal as a Director follows removal or replacement of the Regional President by their own Region.

Removal proceedings must be initiated in writing by any two Directors, three Regional Presidents, or the Patrons Council. The target of removal receives all documents at least fourteen (14) days before the vote.

A removed Officer may not stand for re-election to any national office for four (4) years from the date of removal.

The Patrons Council is a non-voting advisory body. It counsels the Board and Officers, leads major fundraising, mediates disputes between Regions, and serves as Electoral Officers during biennial elections.

Patrons are nominated by the Board and confirmed by two-thirds of Directors. Criteria include distinguished service to the Itsekiri community, institutional integrity, and willingness to serve without compensation.

Patron terms are four (4) years and renew automatically unless the Patron declines or the Board votes non-renewal. No Patron may serve as an Officer or Director while seated on the Council.

The Patrons Council elects its own Chair from among its members. The Chair may be invited to address the Board but holds no vote.

Biennial elections are held at each National Convention. All national Officer seats stand for election or re-election at the same Convention.

Voting is open ballot. Each credentialed Region holds one (1) vote, cast by its delegation leader. Secret ballots are prohibited. Voice vote is permitted for uncontested offices.

A Region is credentialed if (a) it has paid current Regional dues, (b) it meets the minimum Region standard of five dues-paying members plus a President, Secretary, and Treasurer, and (c) its delegation leader is present or holds a written proxy.

Officers-elect take office at the conclusion of the Convention at which they are elected. The outgoing Secretary certifies the results in writing within thirty (30) days.

The fiscal year of INC-USA begins January 1 and ends December 31. The Treasurer presents a proposed annual budget to the Board no later than December 15 of each year for approval before January 1.

All disbursements above an amount set annually by the Board require counter-signature by the President and the Treasurer. Wire transfers and online payments require two-factor authorization by named Officers.

The Financial Secretary shall issue a numbered receipt for every dues payment and donation, retain a copy in the books, and reconcile with the Treasurer monthly.

An independent review or audit of the books is performed annually by a qualified external firm. The IRS Form 990 is filed no later than May 15 of the following fiscal year (or the extended deadline) and posted to the members upon filing.

Regional dues are five hundred dollars ($500) per Region per fiscal year, due no later than March 31. New Regions pay a one-time admission fee of two hundred dollars ($200) upon recognition.

A Region in good standing maintains at least five (5) dues-paying members and seats a President, Secretary, and Treasurer. Regions falling below the minimum have ninety (90) days to restore standing before seat credentialing lapses.

Individual members participate through their Region. Individual dues, if adopted, are set by the Region and remitted per Regional policy; a portion is forwarded to the national Treasury per the formula in Appendix C.

Dues and admission amounts may be amended by two-thirds of Directors on thirty (30) days written notice. Changes apply to the fiscal year following adoption.

Five standing committees carry operational work between Board meetings: (1) Projects and Programs, (2) Finance and Compliance, (3) Membership and Region Development, (4) Convention Planning, and (5) Scholarship and Education.

Committee Chairs are appointed by the President and confirmed by simple majority of Directors. Chairs serve one-year terms and may be reappointed. The Chair of Finance and Compliance must be independent of the Treasurer.

Every committee reports in writing to the Board quarterly and to the membership annually at the National Convention. Minutes of all committee meetings are open to any member on request.

The Board may create ad hoc committees by resolution for time-limited purposes. Ad hoc committees sunset at the close of the project or after one year, whichever is sooner.

All Directors, Officers, Committee Chairs, and employees shall sign an annual Conflict of Interest Disclosure (Appendix F). Any conflict must be disclosed at the start of any meeting where the matter is discussed, and the conflicted party shall recuse from vote and discussion.

Retaliation against any person who reports a good-faith concern about financial misconduct, abuse of office, or violation of the Constitution or Bylaws is prohibited. The Patrons Council serves as the confidential whistleblower channel (Appendix G).

INC-USA maintains a Document Retention Schedule (Appendix N). Governing documents, meeting minutes, tax filings, and financial records are retained permanently. Email and routine correspondence is retained seven (7) years.

On dissolution of the organization, any residual assets are distributed to a qualifying 501(c)(3) nonprofit whose mission is consistent with INC-USA's mission, as required by federal and DC law.