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IAE-GOV-001-v1.0

Bylaws of
International Association of Experts

Adopted: July 2, 2026

Aventura, Florida, USA

IAE-GOV-001-v1.0 · 17 Articles

Jurisdiction: State of Florida

International Association of Experts, Inc. · A Florida Not-For-Profit Corporation
Florida Not-For-Profit Corporation Act, Chapter 617

IAE-GOV-001-v1.0

Document

1.0

Version

July 2, 2026

Adopted

17

Articles

Florida Statutes, Ch. 617

Governing Law

The full legal name is International Association of Experts, Inc. The abbreviated name is “IAE” or “the Association.” The Association is a nonprofit corporation organized under the laws of the State of Florida, USA.

Section 1.1 — Full Name

The Association is organized as a Florida nonprofit corporation pursuant to Chapter 617 of the Florida Statutes and intends to apply for exemption from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as a business league. No part of the net earnings of the Association shall inure to the benefit of its members, directors, officers, or other private persons, except that reasonable compensation may be paid for services actually rendered.

Section 1.2 — Legal Status

The Association is organized and operates pursuant to Chapter 617 of the Florida Statutes and these Bylaws. In the event of a conflict between these Bylaws and applicable law, the provisions of law shall govern.

Section 1.3 — Governing Law

The Association may adopt a corporate seal and official insignia. The membership designations of IAE (SM, CIE, F.IAE, Prof.IAE, h.c.) are the intellectual property of the Association and may be used only by active members in accordance with the IAE Membership and Style Guide.

Section 1.4 — Corporate Marks

Art. I

The Association is a business league organized to promote and improve the common professional, business, and ethical conditions of persons and firms engaged in expert evidence, forensic analysis, technical expert opinions, professional evaluation, and expert consulting for courts, arbitral tribunals, regulators, businesses, and public institutions (the “Field”), considered as a profession and industry as a whole. The Association does not provide legal services, does not regulate attorneys, and does not act as a bar association. The Association is not organized to engage in a regular business of a kind ordinarily carried on for profit, and it does not perform particular services for individual persons as its primary activity. Member dues and fees are intended to defray the administrative and program costs of the Association and not to generate private benefit for any person.

Section 2.1 — Primary Purpose

In furtherance of its primary purpose, the Association may, as instruments of standard-setting, professional self-regulation, and advancement of the Field as a whole:

Section 2.2 — Specific Activities

Establish, maintain, and promote voluntary professional standards and a peer-review-based credentialing framework for specialists across expert disciplines, without limitation as to jurisdiction and open to qualified professionals worldwide, as a tool of professional self-regulation rather than as a commercial product;

(a)

Adopt and maintain policies governing the IAE Global Register, the public verification portal, and related privacy and data practices, including member and applicant consent, categories of data displayed, data retention, public verification procedures, and the rights of members and applicants;

(b)

Publish IAE Review — a peer-reviewed periodic scientific journal with DOI indexing where available and maintained through appropriate indexing arrangements — for the advancement of knowledge in the Field;

(c)

Maintain the IAE Global Register as a public credential-verification register and directory of credentialed members. The Register is maintained solely to allow courts, arbitral tribunals, governmental bodies, institutions, businesses, and the public to verify a member’s credential status and to review objective, uniformly displayed credential information.

(d)

Maintain, if implemented, a voluntary internal professional records registry for documenting and timestamping member-submitted methodologies for Association records only. The registry shall not verify, certify, or determine originality, authorship, ownership, priority, validity, enforceability, novelty, or legal protectability of any submitted methodology, work, process, text, system, or other material.

(e)

Confer the IAE Distinguished Award and other honors recognizing contributions that advance the profession and the Field;

(f)

Promote international collaboration among professionals and the harmonization of professional standards across jurisdictions, including efforts designed to align with the principles of EQF Level 7 and ISO/IEC 17024;

(g)

Serve, where appropriate, as a professional reference on standards within the Field for academic and other authorities.

(h)

The Association shall not operate a referral service, expert agency, expert-witness agency, placement service, lead-generation service, client-matching platform, or expert-witness brokerage service. The Association shall not recommend, rank, shortlist, select, endorse, or match particular members for particular matters; shall not negotiate fees or engagement terms for members; shall not participate in engagements between listed members and third parties; and shall not receive any commission, success fee, referral fee, transaction-based fee, or other compensation based on any engagement of a listed member.

Each listed expert acts independently and not as an agent, employee, representative, or endorsed expert of the Association. Listings shall be made on objective, nondiscriminatory, uniformly applied criteria and shall further the Association’s industry-wide purposes of transparency, verifiability, professional standards, and public confidence in the Field as a whole.

Any certificate or record issued by the Association in connection with the registry evidences only that a submission was received or recorded by the Association as of a stated date and, where applicable, that the submission was internally recognized for professional-record purposes. No such certificate or record confers any statutory intellectual-property right, creates legal priority, provides legal protection, constitutes a legal opinion, or replaces copyright, patent, trademark, trade-secret, contractual, or other legal protection.

The registry shall operate under separate written IAE-IPR Terms adopted by the Board, which shall address, at a minimum: applicant warranties of authorship and right to submit; confidential and public submission modes; data retention; dispute and takedown procedures; limitation of liability; the absence of legal or intellectual-property advice; and a clear statement of what a certificate or record does and does not prove. The registry shall not be marketed or operated as an intellectual-property protection service.

No formal accreditation, equivalence, or governmental recognition is claimed by the Association unless expressly obtained and publicly documented.

Art. II

The schedule of member benefits, dues, and fees shall be set out in a separate policy adopted by the Board of Directors, structured so that fees reasonably correspond to the administrative and program costs of the Association and do not operate to confer private benefit. Member benefits, including post-nominal designations, credential-status verification, access to publications, educational programs, and participation in advisory member processes, shall be incidental to and in furtherance of the Association’s purpose of improving conditions in the Field as a whole. The Association shall not structure member benefits as client leads, referrals, preferential rankings, case placements, transaction-based opportunities, or other particular services for individual members.

Section 2.3 — Member Benefits and Fees

The Association shall continuously maintain a registered office in the State of Florida. The Board of Directors may change the registered office to any other address within the State of Florida by filing the appropriate documents with the Florida Department of State, Division of Corporations.

Section 3.1 — Registered Office

The Association shall continuously maintain a registered agent in the State of Florida pursuant to § 617.0501 of the Florida Statutes. The business address of the registered agent shall be identical to the address of the registered office. The registered agent shall accept the appointment in writing. The full name and Florida street address of the current registered agent are as set forth in the Articles of Incorporation and the corporate records, and any change shall be made by filing the appropriate documents with the Florida Department of State.

Section 3.2 — Registered Agent

The principal office of the Association is located at such place within or outside the State of Florida as the Board of Directors may determine from time to time. The initial principal office of the Association is located in Hallandale Beach, Florida, as reflected in the corporate records. The Association may establish additional offices within or outside the United States by resolution of the Board of Directors.

Section 3.3 — Principal Office

Art. III

An application-based category for professionals with documented professional experience in a recognized field, endorsed by two (2) active IAE members and approved by the Credentialing Council. Inaugural transitional rule: until the Association has a sufficient base of active members to provide endorsements, the Credentialing Council (or, pending its formation, the Board of Directors) may admit Senior Members on the basis of heightened documentary review without the two-endorsement requirement.

Senior Member (SM)

The Association shall have the following categories of membership:

Section 4.1 — Membership Categories

The highest elective form of membership, conferred by the Credentialing Council upon members who have demonstrated outstanding achievements in the Field, as evidenced by cumulative professional contributions that have received broad national or international recognition. Fellow status is not subject to personal application and cannot be purchased or requested.

Fellow of the Association (F.IAE)

Written charges. Proceedings shall be commenced by written charges specifying the conduct alleged and the provisions said to be violated.

(a)

Notice. The member shall receive written notice of the charges not fewer than fifteen (15) days before any hearing, together with copies of the materials relied upon. If notice is given by mail, it shall be sent by certified mail or first-class mail to the member’s last address shown in the Association’s records.

(b)

Response and evidence. The member shall have the right to submit a written response and supporting evidence and to be heard, in person or by remote means, before the Credentialing Council or a panel designated by it.

(c)

Recusal. Any Council member with a conflict of interest in the matter shall recuse and shall not participate in deliberations or vote.

(d)

Standard of proof. Findings shall be based on a preponderance of the evidence.

(e)

An honorary designation conferred by the Credentialing Council upon F.IAE members of not less than five (5) years’ standing who have documented mentorship of not less than ten (10) certified IAE specialists.

Professor of the Association, h.c. (Prof.IAE, h.c.)

Membership is open to qualified professionals regardless of citizenship, country of residence, race, color, creed, sex, gender identity, age, or disability. The Association does not discriminate in the administration of its membership programs.

Section 4.2 — Eligibility

Applications for Senior Member and Certified International Expert status shall be submitted through the official IAE portal. The Credentialing Council shall adopt written procedures for reviewing applications, including documentary review by the Secretariat; for CIE, independent review by two Council members, blinded from each other’s recommendations to the extent practicable; a collegial vote with a written statement of reasons; and notification of the applicant. The Association shall endeavor to complete the credentialing cycle ordinarily within thirty (30) calendar days of receipt of a complete application; this is a target timeline and not a guarantee, and the period shall be tolled where records are incomplete or where additional time is required for complex review, external verification of credentials, conflict-of-interest screening, disciplinary-history review, or appeals. All decisions shall be documented and maintained in the Secretariat’s archive.

Section 4.3 — Application and Credentialing Process

Each member in good standing shall have the right to: (a) use the post-nominal designations corresponding to their membership category (SM, CIE, F.IAE, or Prof.IAE, h.c.); (b) maintain a verified record in the IAE Global Register, accessible to third parties through the public verification portal, subject to the Privacy and Data Policy and applicable law; (c) receive a digital certificate with a unique verification URL and QR code; (d) access membership resources, publications, and IAE programs; and (e) participate in the annual meeting of members in an advisory capacity. No member has any right to receive client referrals, case referrals, leads, rankings, recommendations, shortlisting, placement, engagement opportunities, or endorsement by the Association for any particular matter.

Section 4.4 — Rights of Members

Each member shall: (a) comply with these Bylaws, the IAE Code of Ethics, and all applicable internal documents; (b) pay dues and fees in a timely manner; (c) keep contact information current with the Secretariat; (d) promptly notify the Secretariat of any criminal conviction or material change in professional status; and (e) refrain from actions that may harm the reputation of the Association.

Section 4.5 — Obligations of Members

Interim suspension. Where necessary to protect the public or the integrity of the Association, the Council may impose an interim suspension pending final decision, with prompt written notice and an expedited opportunity to be heard.

(f)

Decision. Decisions shall be in writing and shall state the findings and the sanction, if any.

(g)

Appeal. The member may appeal to an appeal panel of the Board of Directors (excluding any conflicted member) within thirty (30) days. If fewer than two unconflicted directors are available to hear the appeal, the Board shall appoint one or more independent appeal officers or advisors who are not directors, officers, employees, Council members, or related persons. The appeal panel’s decision is final.

(h)

Reinstatement. A person whose membership was terminated may apply for reinstatement under criteria adopted by the Council.

(i)

Confidentiality and publication. Disciplinary files are confidential. The Association may publish only the fact and nature of a final sanction to the extent reasonably necessary to protect the public and the integrity of the credential, consistent with applicable law.

(j)

Any member may resign by written notice to the Secretariat, effective upon receipt. A resigning member shall immediately cease using all IAE post-nominal designations. Paid dues shall not be refunded unless otherwise determined by the Board of Directors.

Section 4.7 — Voluntary Resignation

All IAE membership categories, credentials, certificates, post-nominal designations, honors, and verification records are voluntary private association credentials or designations. They do not constitute a governmental license, academic degree, professional license, bar admission, court appointment, immigration determination, governmental accreditation, ISO/IEC 17024 accreditation, EQF equivalence, or legal authorization to practice any profession.

References to EQF Level 7 or ISO/IEC 17024 are used only as private benchmarking or alignment references for internal standards-development purposes, unless formal accreditation, equivalence, or recognition is expressly obtained and publicly documented by the Association. The Association shall not represent that any IAE credential is formally accredited, governmentally recognized, equivalent to a governmental qualification framework, or accepted by any court, tribunal, agency, immigration authority, or governmental body unless such recognition has been expressly obtained and publicly documented.

Professor of the Association, h.c. is an honorary internal association designation only. It is not an academic degree, faculty appointment, teaching license, professional license, governmental credential, or authorization to teach or practice, and it is not available for purchase or personal application.

No IAE credential, certificate, listing, verification record, honor, or post-nominal designation shall be represented as a recommendation, endorsement, ranking, shortlisting, selection, or approval of a member for any particular matter, case, engagement, court, tribunal, agency, client, employer, or jurisdiction.

Section 4.8 — Credential and Designation Disclaimers

Discipline, suspension, and termination of membership shall be conducted through fair and reasonable procedures and in good faith, as follows:

Section 4.6 — Disciplinary Procedure

An application-based category requiring successful completion of IAE’s multi-stage credentialing process based on peer review, including documentary examination, independent review by two Council members (blinded from each other’s recommendations to the extent practicable), and approval by collegial vote. CIE status uses internal competency standards developed with reference to EQF Level 7 descriptors and the principles of ISO/IEC 17024 for private benchmarking and standards-development purposes only.

Certified International Expert (CIE)

Art. IV

The Board of Directors shall adopt and may periodically revise a fee schedule establishing application fees, credentialing fees, annual membership dues, and special fees for each category, set so as to reasonably correspond to the administrative and program costs of the Association.

Section 5.1 — Fee Schedule

A member shall be in good standing if all dues and fees have been paid within thirty (30) days of the due date. If arrears are not cleared within sixty (60) days after notice of delinquency, the member’s good standing and membership shall lapse automatically as an administrative matter (an “administrative lapse”). An administrative lapse is not a disciplinary action under Section 4.6 and does not require disciplinary process. A person whose membership lapsed for nonpayment shall be reinstated upon payment of the arrears and any reinstatement fee set by the Board, subject to the Association’s then-current standards.

Section 5.2 — Good Standing; Administrative Lapse

Art. V

The affairs of the Association shall be managed by the Board of Directors at the governance level. The Board shall define policy, oversee the Executive Director, approve the budget, and authorize material transactions. The Board shall not conduct day-to-day operational activities, which are delegated to the Executive Director pursuant to Section 7.3 and Article XVII.

Section 6.1 — Powers and Functions

The Board of Directors shall consist of not fewer than three (3) and not more than nine (9) directors. The exact number of directors within this range may be fixed, increased, or decreased from time to time by Board resolution, provided that the Board shall never have fewer than three (3) directors. The initial directors shall be recorded in the Resolution of Initial Directors, which forms part of the corporate records. Except for the Founder-Director seat, directors shall be elected by the Board annually by simple majority for one-year terms and may be re-elected without limitation. Vacancies shall be filled by a simple majority of the remaining directors. No single person shall have the unilateral right to appoint or remove directors. Ordinary members shall not participate in the nomination or election of directors.

One seat on the Board is designated as the Founder-Director seat. The Founder shall serve in the Founder-Director seat for so long as the Founder is willing and legally eligible to serve, unless the Founder is removed for cause pursuant to Section 6.4, or unless the Founder resigns, dies, or becomes legally incapacitated. The Founder-Director seat is not subject to annual reelection, and the annual election of directors shall not operate to remove the Founder from, or to fill, the Founder-Director seat. Upon the Founder ceasing to hold the Founder-Director seat (by removal, resignation, death, or incapacity), the seat shall convert into an ordinary elective director seat, subject to election and removal like any other director seat, and the special protections of this Section and of Section 6.4 shall thereafter no longer apply to that seat.

Section 6.2 — Composition and the Founder-Director Seat

Each director must be at least eighteen (18) years of age and may not be a person convicted of a felony involving fraud, dishonesty, or breach of fiduciary duty. Possession of U.S. work authorization is not a requirement for serving as a director.

Section 6.3 — Qualifications

Any director other than the Founder-Director may be removed for cause by the affirmative vote of a majority of all directors then in office, and without cause by the affirmative vote of two-thirds (2/3) of all directors then in office, or such greater vote as may be required by applicable law. Removal of any director shall occur only at a meeting called for that purpose, and the notice of that meeting shall identify the director whose removal is proposed and whether removal is sought for cause or without cause. Protection of the Founder-Director: notwithstanding the foregoing, a director who holds Honorary Founder status (Article XVI) may be removed only for cause and only by the unanimous vote of all other directors then in office, provided that removal of the Founder-Director shall in no event be effected by fewer than two other directors. For this purpose, “cause” means any of the following: (i) fraud; (ii) a felony or a crime involving dishonesty; (iii) a material breach of fiduciary duty that, if curable, remains uncured after notice; (iv) legal incapacity; (v) repeated, unexcused failure to attend meetings of the Board; (vi) willful violation of the Association’s conflict-of-interest or confidentiality policies; (vii) conduct creating a substantial risk to the Association’s tax-exempt status; (viii) final professional discipline by a competent authority that materially affects the Founder’s credibility; or (ix) misuse of the Association’s assets, marks, or credentials. For the avoidance of doubt, the Founder’s lawful outside professional or commercial activities, if disclosed in accordance with the conflict-of-interest policy, shall not by themselves constitute cause under clause (vi) or (vii); and any determination under clause (vi) or (vii) shall require a material, demonstrated, and (where curable) uncured violation or risk, and not a speculative one.

Removal of the Founder-Director for cause requires each of the following: (1) written notice to the Founder specifying the alleged cause in reasonable detail; (2) for any curable cause, a reasonable opportunity to cure of not fewer than thirty (30) days; (3) a meaningful opportunity for the Founder to be heard before the other directors; and (4) a written finding, supported by clear and convincing evidence, that cause exists and, where applicable, has not been timely cured. Vacancies shall be filled as provided in Section 6.2, except the Founder-Director seat, which is governed by Section 6.2 and this Section.

Section 6.4 — Removal and Vacancies

A majority of the directors then in office shall constitute a quorum. Decisions shall be made by a simple majority of directors present at a meeting at which a quorum exists, except where these Bylaws require a higher vote. Each director shall have one vote.

Directors may not vote by proxy. A director may participate in any meeting by conference call or video conference, and such participation shall be deemed presence in person. The exclusive authority of the Board includes: adoption and amendment of the annual budget; hiring, supervision, and removal of the Executive Director; approval of transactions above the threshold set by the Board; amendment of these Bylaws; decisions on dissolution, merger, or reorganization; appointment and removal of Credentialing Council members; and adoption of Association policies.

Section 6.5 — Quorum, Voting, and Participation

Any action required or permitted at a meeting of the Board may be taken without a meeting if all directors consent in writing (including electronically). Such written consent has the same effect as a unanimous vote. Related-party transactions and disciplinary appeals involving conflicts should ordinarily be approved at a meeting with the recusal recorded in the minutes, unless counsel determines that action by written consent is lawful and the consent properly documents the recusal.

Section 6.6 — Action Without a Meeting

Directors shall not perform day-to-day operational management. Operational functions that require U.S. work authorization are governed exclusively by Article XVII.

Section 6.7 — Non-Operational Role of Directors

Art. VI

The officers shall be a President, an Executive Director, a Secretary-General, and a Treasurer, and such other officers as the Board may establish. Except for the Executive Director, all officers shall be elected by the Board at its first meeting following each annual meeting of members.

Section 7.1 — List of Officers

The President shall be the principal supervisory officer of the Association at the board-governance level. The President shall preside at meetings of the Board and of members, shall be an ex officio advisory member of all committees, and shall exercise strategic oversight within the authority delegated by the Board. The President shall not perform day-to-day operational management. In the absence of a President, the presiding functions shall be performed by a director designated by the Board.

Section 7.2 — President

The Executive Director shall be the principal operating officer, responsible for all day-to-day management and accountable to the Board. The Executive Director is an employee of the Association and is not a member of the Board of Directors. The Executive Director shall be appointed and may be removed by simple majority vote of the Board. The duties and authority of the Executive Director, subject to Article XVII, include: (a) day-to-day operational management; (b) execution of contracts within the authority established by the Board; (c) hiring, supervision, and termination of employees and contractors; (d) management of bank accounts and financial operations within the approved budget, subject to the controls in Sections 7.5 and 10.3; (e) interaction with authorities, regulators, partners, and counterparties; and (f) preparation of operational reports and budget proposals.

Section 7.3 — Executive Director

The Secretary-General shall keep the records and minutes of meetings of the Board and of members, act as custodian of the corporate seal, send notices, and maintain the IAE Global Register and official correspondence. While the position is unfilled, these duties shall be performed by the Executive Director or a designee. This position is subject to the work-authorization requirements of Article XVII.

Section 7.4 — Secretary-General

The Treasurer shall have custody of all funds and financial records, maintain complete and accurate accounts, deposit funds in accounts designated by the Board, present financial reports at each regular Board meeting and at the annual meeting, and ensure compliance with tax-reporting obligations. This position is subject to the work-authorization requirements of Article XVII. During any period in which the Treasurer position is vacant and the Executive Director performs its duties, the following financial controls apply: (a) any single payment or commitment exceeding one thousand U.S. dollars ($1,000) requires the prior approval of a director who has no personal interest in that particular payment (for an ordinary payment to an unrelated vendor, any director qualifies); (b) a bank reconciliation shall be provided to the Board monthly and a financial report quarterly; (c) no person may approve his or her own compensation, reimbursement, or expense; and (d) any payment to, or transaction with, a director, officer, the Founder, or a related person requires dual approval, including approval by a director who is not interested in and not related to the transaction. Any such related-party payment or transaction remains subject to Section 12.4.

Section 7.5 — Treasurer

Directors shall receive no compensation for board service. This does not prohibit reasonable compensation for separately approved employment, contractor, emergency operational, intellectual-property, software, lease, or professional services, if approved under this Section 7.6 and Section 12.4 and permitted by applicable law. Compensation for employment or for services performed in the United States, or that otherwise requires U.S. work authorization under applicable law, may be paid only to persons possessing valid U.S. work authorization, pursuant to a written agreement approved by a disinterested majority of the Board and reflected in the minutes. This restriction does not prohibit the Association from engaging and paying independent contractors or professional service providers located outside the United States for services performed outside the United States, where lawful and properly documented. All compensation shall be reasonable and commensurate with services actually rendered. No person shall participate in the determination of his or her own compensation.

Section 7.6 — Compensation

Art. VII

There is established the IAE Superior Credentialing Council, a collegial body responsible for membership credentialing, certification decisions, disciplinary proceedings, and conferral of honorary designations. In its quasi-judicial functions, the Council shall act independently of the Board of Directors, subject to the appeal provisions of these Bylaws.

Section 8.1 — Establishment

The Council shall consist of not fewer than three (3) members and, where practicable, members drawn from more than one jurisdiction. Each member shall hold a doctoral degree (Ph.D., D.Sc., Candidate of Sciences, or equivalent) or possess equivalent professional qualifications or recognized standing in the relevant field. The Council should, where practicable, include legal, natural-sciences, and applied professional expertise. A quorum is a majority of the Council members then in office. Council members shall collectively represent recognized national or international expertise in the Field, as evidenced by doctoral degrees, significant publications, recognition by courts or arbitral tribunals, professional awards, or other objective indicators of standing in the relevant discipline.

Section 8.2 — Composition and Qualifications

Council members shall be appointed by the Board for terms of four (4) years, renewable. To stagger terms, the initial Council members shall be appointed for terms of two (2), three (3), and four (4) years respectively (and, where there are more than three initial members, for terms allocated by the Board to achieve staggering), after which all terms shall be four (4) years. No Council member may simultaneously be a director. The Chair shall be elected by the Council from among its members for a two-year term.

Section 8.3 — Appointment and Terms

Art. VIII

No Council member may review or vote on any application or disciplinary matter in which the member has a direct or indirect personal, financial, or professional relationship with the applicant or respondent. Conflicts must be disclosed and the member must recuse.

Section 8.4 — Conflicts of Interest

The Council shall develop, maintain, and publish the IAE Criteria Matrix of objective weighted criteria for each category, reviewed not less than every two (2) years and effective upon approval by two-thirds (2/3) of the Council. The Criteria Matrix shall specify, for the F.IAE category, that conferral requires documented evidence of outstanding achievements in the Field, such as: peer-reviewed publications of significance, recognition by courts, arbitral tribunals, or governmental authorities as an expert of distinction, significant awards or honors conferred by recognized professional bodies, or other objective evidence of extraordinary professional contribution that places the member among a small percentage at the very top of the Field. No numerical quota shall be set for F.IAE conferrals, but the Council shall ensure that the standard applied in practice reflects the exceptional nature of the designation.

Section 8.5 — IAE Criteria Matrix

To protect the independence of the credentialing function, Council members serve fixed terms and may be removed before the end of a term only for cause (including material breach of the Council’s rules, misconduct, or incapacity) and not for the outcome of any good-faith credentialing or disciplinary decision. Removal of a Council member requires the affirmative vote of two-thirds (2/3) of the disinterested directors after written notice to the member and an opportunity to respond.

Section 8.6 — Tenure and Removal (Independence)

Section 8.7 — Decision Integrity and Audit

The Board may establish an external advisory committee, composed in whole or in part of persons who are not directors, officers, or employees, to advise on professional standards and ethics. The committee is advisory and does not exercise governance authority.

Section 8.8 — External Standards and Ethics Advisory Committee

Credentialing and disciplinary decisions shall be in writing and reasoned.

(a)

Appeals from Council decisions are heard by an appeal panel from which any conflicted person is recused.

(b)

The Council shall publish anonymized standards and criteria.

(c)

No member, officer, director, or Council member shall be subject to, or shall impose, revenue-based or quota-based credentialing targets, and credentialing decisions shall not be conditioned on revenue.

(d)

An annual credentialing review (which may be internal) shall review the integrity and consistency of credentialing decisions and report to the Board. Once annual gross revenue from credentialing, membership, registry, directory, and related programs exceeds five hundred thousand U.S. dollars ($500,000), or such lower threshold as the Board may set, the Board shall obtain, not less than once every two (2) years, an independent external review of the credentialing function, which may take the form of an independent audit or a proportionate agreed-upon-procedures or independent-review engagement appropriate to the size and budget of the Association. If the Association processes more than two hundred fifty (250) credentialing applications in a year, the Board shall document whether an external review is necessary, considering volume, complaint rate, appeal rate, and budget.

(e)

An annual meeting of members shall be held once per year at a date, time, and place (including virtual format) determined by the Board. The meeting is informational and advisory.

Section 9.1 — Annual Meeting

Written notice of each meeting, including place, date, time, and agenda, shall be provided to each registered member not fewer than ten (10) nor more than sixty (60) days before the meeting, by mail, email, or posting on the official IAE website.

Section 9.2 — Notice

The presence of not fewer than ten percent (10%) of members in good standing constitutes a quorum for the advisory meeting. Members have no right to vote on matters of governance, including the composition of the Board, the appointment or removal of officers, amendment of these Bylaws, or dissolution or reorganization, all of which are reserved exclusively to the Board of Directors.

Section 9.3 — Quorum and Governance Authority

Any member may participate by conference call or video conference, which shall be deemed presence in person.

Section 9.4 — Remote Participation

The members may elect, in a manner adopted by the Board, an Advisory Member Council to convey member views to the Board and the Credentialing Council. The Advisory Member Council is advisory only and does not exercise governance authority.

Section 9.5 — Advisory Member Council

Members in good standing may submit petitions to the Board and may adopt nonbinding resolutions at the annual meeting. A petition supported by the lesser of ten percent (10%) of members in good standing or twenty-five (25) members shall receive a written response from the Board within sixty (60) days; the Board may set a lower threshold by policy. Such petitions and resolutions are advisory and not binding.

Section 9.6 — Petitions and Nonbinding Resolutions

The Association shall publish annually a credentialing transparency report containing aggregate, anonymized information on applications, decisions, timelines, and disciplinary outcomes, to the extent consistent with confidentiality and applicable law.

Section 9.7 — Annual Transparency Report

Art. IX

The fiscal year shall begin on January 1 and end on December 31, unless otherwise determined by the Board.

Section 10.1 — Fiscal Year

The Board shall adopt an annual operating budget before the start of each fiscal year. Material deviations require Board approval.

Section 10.2 — Budget

All checks, payment orders, and other financial instruments shall be signed by the Executive Director and the Treasurer (or acting Treasurer), unless otherwise established by written resolution of the Board. Contracts involving expenditures in excess of ten thousand U.S. dollars ($10,000) require prior Board approval. The financial controls in Section 7.5 apply whenever the Executive Director performs the duties of the Treasurer. No person may approve his or her own compensation, reimbursement, or expense, and any related-party payment requires dual approval, including a disinterested director. Any related-party payment or transaction remains subject to Section 12.4. Where the Executive Director and the Treasurer functions are performed by the same person, that person may execute a payment only after any approval required by Sections 7.5 and 10.3 has been obtained and documented, and two different persons shall approve any related-party payment. When the Executive Director performs the Treasurer’s duties, all payments made on a single signature, including routine payments below the threshold, shall be itemized in the monthly reconciliation provided to the Board for review by a director, and the Board may set a lower single-signature ceiling.

Section 10.3 — Checks, Contracts, and Financial Controls

The Association shall maintain complete and accurate accounting records, minutes, and a membership register. Directors may inspect records relating to their duties at any reasonable time. Members’ inspection rights are governed by Chapter 617 of the Florida Statutes: records described in § 617.1601(5) shall be available as required by § 617.1602(1), and other records shall be available only upon compliance with § 617.1602(2)–(3), including good faith, a proper purpose, reasonable particularity, and a direct connection between the purpose and the records sought. Nothing in these Bylaws is intended to narrow any inspection right granted by statute. The following categories are confidential and are not subject to general inspection except as required by law or court order: (a) confidential credentialing files; (b) disciplinary files; (c) personal data of members and applicants; (d) legally privileged materials; (e) trade secrets and proprietary methodologies submitted to the Association; and (f) documents whose disclosure is restricted by law or contract.

Section 10.4 — Records and Inspection

The Association shall operate consistently with the requirements for exemption under Section 501(c)(6) of the Internal Revenue Code, and the Board shall ensure timely filing of all required information returns (including IRS Form 990).

Section 10.5 — Tax-Exempt Compliance

Art. X

To the fullest extent permitted by Chapter 617 of the Florida Statutes (including § 617.0831) and other applicable law, the Association shall indemnify each director, officer, employee, and authorized agent against liabilities and expenses (including reasonable attorneys’ fees) actually and reasonably incurred in connection with any proceeding arising by reason of such person’s service to the Association, provided the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Association.

No indemnification shall be made, and no limitation of liability shall apply, with respect to any matter as to which the person is finally adjudged to have: (a) violated criminal law (unless the person had no reasonable cause to believe the conduct was unlawful); (b) derived an improper personal benefit; (c) engaged in willful misconduct or a conscious disregard for the best interests of the Association (recklessness); or (d) acted in bad faith, with malicious purpose, or in a manner exhibiting wanton and willful disregard of human rights, safety, or property, or as otherwise excepted by applicable law.

Section 11.1 — Indemnification

The Association may purchase and maintain directors’ and officers’ liability insurance for any person who is or was a director, officer, employee, or agent.

Section 11.2 — Insurance

Art. XI

The Association shall maintain a written conflict-of-interest policy applicable to all directors, officers, Credentialing Council members, and key employees, requiring annual disclosure of material interests consistent with IRS recommendations for Section 501(c)(6) organizations.

Section 12.1 — Policy

When a director, officer, or Council member has a financial or personal interest in any matter before the Board or the Council: (a) the interested person must fully disclose the interest and all material facts; (b) the interested person may not vote on, deliberate on (except to answer questions), or be present during the vote on the matter; and (c) the remaining disinterested directors or Council members, as applicable, shall determine by majority vote whether the transaction or decision is fair, reasonable, and in the best interests of the Association.

Section 12.2 — Procedure

A director who is also the Founder is subject to the same conflict-of-interest procedures as any other director and receives no special exception with respect to interested transactions or compensation. Such director must disclose any conflict and must not vote on, deliberate on (except to answer questions), or be present during the vote on, any matter in which the director has a financial interest, including the director’s own compensation or any transaction between the director (or a related person or entity) and the Association.

Section 12.3 — Founder Treated as Any Other Director

For purposes of these Bylaws, including Sections 7.5, 10.3, and 12.4: a “Related person” includes a spouse, domestic partner, parent, child, sibling, in-law, member of the same household, an entity controlled by the person, and any entity in which the person or related persons have a material financial interest. A “Disinterested director” means a director who has no financial interest, family relationship, employment relationship, control relationship, or other material personal interest in the transaction or matter under consideration.

Section 12.5 — Definitions

The Association may enter into a transaction with a director, officer, the Founder, or a related person or entity — including the licensing, assignment, contribution, hosting, maintenance, or use of intellectual property, software, domain names, websites, online platforms, databases, digital assets, trademarks, service marks, content, methodologies, or other intangible assets; the provision of services; or the lease or provision of office space or other resources to the Association — provided that: (a) the material facts of the transaction and of the person’s interest are fully disclosed to the Board; (b) the interested person recuses as required by Section 12.2; (c) the disinterested directors determine in good faith, on the basis of appropriate information (and, where reasonably available, comparability data or an independent appraisal), that the transaction is fair and reasonable to the Association and on terms no less favorable than could be obtained from an unrelated party; (d) the transaction and the basis for its approval are documented in the minutes; and (e) any consideration is reasonable.

Any such transaction shall be documented by an appropriate written agreement (such as an intellectual-property license, domain-name or website license, assignment or use agreement, software agreement, hosting or platform agreement, services agreement, contribution agreement, or lease), together with a written conflict-of-interest disclosure, a written statement of reasonableness, and board minutes reflecting the recusal and the basis for approval.

No related-party transaction may be approved solely by a single disinterested director, and the Association shall not rely solely on approval by one disinterested director under § 617.0832(1)(a), Florida Statutes; where fewer than two disinterested directors are available, the Association shall proceed only on the basis of documented fairness and reasonableness supported by independent review and applicable legal advice. Where fewer than two disinterested directors are available to provide independent review (including because a director is related to the interested person), the Board shall either (i) appoint at least one additional independent director to review and approve the transaction, or appoint an independent special-committee member or reviewer to review and recommend whether the transaction is fair and reasonable, or (ii) obtain an independent appraisal or the written report, opinion, or recommendation of an independent reviewer, before proceeding, unless outside counsel determines in writing that proceeding under an independent fairness opinion is legally sufficient, and the disinterested directors or the Board determine that doing so is in the Association’s best interests. The independent appraiser, reviewer, or special-committee member shall be selected by the disinterested director(s); if there is no disinterested director, or the disinterested directors cannot agree, the appraiser or reviewer shall be the Association’s outside accountant or legal counsel, provided that such accountant or counsel is independent of the interested person and has no material conflict with respect to the transaction, and failing that, a qualified independent professional appointed, upon the request of any director, by a nationally recognized appraisal, accounting, or arbitration body. This Section is intended to permit legitimate founder and director support of the Association on arm’s-length terms while preventing private inurement and improper private benefit.

Any use by the Association of a domain name, website, online platform, database, software, digital asset, content, trademark, service mark, methodology, or other intangible asset owned or controlled by a director, officer, the Founder, or a related person or entity shall be treated as an interested transaction under this Section, whether provided for compensation, reimbursement, below-market consideration, or without charge. Such arrangement shall be documented in writing, shall identify the owner of the asset, the rights granted to the Association, the term, termination rights, any compensation or reimbursement, and the Association’s rights to preserve continuity of operations. No payment, reimbursement, renewal fee, license fee, hosting fee, development fee, or other consideration may be paid to the interested person or related person or entity unless approved under this Section.

Section 12.4 — Permitted Transactions with Interested Persons; Review Procedure

Art. XII

The Association may be dissolved by an affirmative vote of two-thirds (2/3) of all directors then in office at a meeting called for that purpose, provided that the agenda is sent to all directors not fewer than thirty (30) days before the meeting. Dissolution shall be carried out under Chapter 617 of the Florida Statutes. A new dissolution vote may not be taken earlier than one (1) year after a rejected dissolution resolution.

Section 13.1 — Procedure

Upon dissolution, after payment of all liabilities, remaining assets shall be transferred to one or more organizations exempt under Section 501(c)(3) or 501(c)(6) of the Internal Revenue Code, with purposes substantially similar to those of the Association, as selected by the Board. No assets shall pass to any member or private person.

Section 13.2 — Distribution of Assets

Dissolution

Art. XIII

These Bylaws may be amended by an affirmative vote of two-thirds (2/3) of all directors then in office at any regular or special meeting, provided that the proposed amendments are sent in writing to all directors not fewer than twenty (20) days before the meeting. Ratification by ordinary members is not required. A two-thirds vote of all directors then in office (rather than unanimity) is sufficient for any amendment, so that no single director may deadlock the governance of the Association.

Section 14.1 — Amendment Procedure

Notwithstanding Section 14.1, any amendment to this Section 14.2, or any amendment that would remove, impair, circumvent, or materially diminish the Honorary Founder status under Article XVI, the Founder-Director seat under Section 6.2, or the removal protection of the Founder-Director under Section 6.4, shall additionally require the written consent of the Founder for so long as the Founder serves as a director. This protection is limited to the Founder’s status and seat and confers no veto over other Board decisions.

Section 14.2 — Protection of Founder Provisions

Amendments take effect upon adoption unless the Board sets a later date, and shall be entered in the minutes and appended to the official copy of these Bylaws.

Section 14.3 — Effective Date

Art. XIV

The current edition of Robert’s Rules of Order Newly Revised shall govern meetings in all cases to which it applies and is not inconsistent with these Bylaws or Florida law.

Section 15.1 — Parliamentary Rules

Any notice shall be in writing and deemed delivered upon: (a) deposit in the U.S. mail, postage prepaid; (b) delivery to a nationally recognized overnight courier; or (c) email to the address last provided to the Secretariat, with confirmation of transmission.

Section 15.2 — Notices

The Association does not discriminate on the basis of race, color, national origin, creed, sex, gender identity or expression, sexual orientation, disability, age, or veteran status.

Section 15.3 — Nondiscrimination

If any provision is found invalid or unenforceable, it shall be ineffective only to that extent, without affecting the remaining provisions.

Section 15.4 — Severability

These Bylaws shall be governed by the laws of the State of Florida, and disputes shall be resolved exclusively in the state or federal courts located in Miami-Dade County, Florida.

Section 15.5 — Governing Law and Jurisdiction

Art. XV

There is established the status of Founder and Honorary Founder in recognition of the person who created the Association, developed its concept, and established its standards. This status is honorary and does not vest its holder with managerial, executive, or controlling authority beyond their role as a director. In particular, it does not include the right to unilaterally appoint or remove directors, a general right of veto over Board decisions, or the right to receive compensation by virtue of Founder status; compensation for any services requiring U.S. work authorization may be paid only as permitted by Article XVII.

Section 16.1 — Establishment of Honorary Status

The Honorary Founder status belongs for life to the founder of the Association. The Board shall reflect this recognition in official documents and public materials. The Founder may use the designation “Founder, IAE” in public and professional communications. The historical fact of founding is not revocable; however, the Board may suspend or restrict the public use of Association titles, marks, listings, or official recognition materials following removal of the Founder-Director for cause under Section 6.4, to the extent reasonably necessary to protect the Association and consistent with due process.

Section 16.2 — Holder of Status

For so long as the Founder serves as a director, the holder shall have the right: (a) to participate in meetings of the Board as a director with the same voting rights as any other director; (b) to receive full information about the Association’s activities as a director; (c) to nominate candidates for director positions for the Board’s consideration (without binding effect); and (d) to use the title “Founder” in official communications, subject to Section 16.2.

Section 16.3 — Rights While Serving as Director

Although the Founder holds no general veto and no authority beyond that of a director, the Founder’s position is protected as follows: (a) the Founder occupies the Founder-Director seat established in Section 6.2, which is not subject to annual reelection; (b) the Founder-Director may be removed only for cause and only by the unanimous vote of all other directors, following the procedure in Section 6.4; and (c) the provisions of this Article and of Sections 6.2 and 6.4 protecting the Founder may not be amended or repealed without the Founder’s written consent, as provided in Section 14.2, for so long as the Founder serves as a director. Except as so protected, all decisions of the Board are made by the applicable vote of the directors without veto by any single person.

Section 16.4 — Protection of the Founder’s Position

This Article XVI may be amended only in the manner provided by Article XIV, including Section 14.2.

Section 16.5 — Amendment

Art. XVI

The Association distinguishes between supervisory functions (governance), exercised by the Board, and operational functions (day-to-day operations), performed by the Executive Director and other employees. This Article is the single, controlling statement of the work-authorization requirement, and other provisions referring to it are cross-references only.

Section 17.1 — Principle of Separation of Functions

All operational activities that require U.S. work authorization under applicable law — including the execution of legally binding documents in ordinary operations, management of employees and contractors, management of bank accounts, and any activity constituting employment in the United States — shall be performed only by persons holding valid U.S. work authorization (the Executive Director or other authorized employees). A director or officer who does not hold valid U.S. work authorization shall not perform such functions and shall not receive compensation from the Association for any services that require U.S. work authorization. This Section does not restrict the Association from engaging and paying contractors or service providers outside the United States for services performed outside the United States, where lawful and properly documented.

Section 17.2 — Work-Authorization Requirement

The following are contingent and take effect upon Board resolution upon fulfillment of the condition: (a) President — the Board may elect a President from among eligible directors; if the President is expected to perform compensated services or operational functions requiring U.S. work authorization, that person must possess valid U.S. work authorization; pending election, presiding functions are performed by a director designated by the Board; (b) Secretary-General — upon availability of a candidate with valid U.S. work authorization, the Board may appoint such person; pending appointment, the functions are performed by the Executive Director. If any change in status results in the acquisition or loss of U.S. work authorization by an officer or director, that person shall promptly notify the Board, and the Board shall adopt an appropriate resolution within ten (10) business days.

Section 17.3 — Contingent Appointments

To prevent paralysis of operations, if the Executive Director position is vacant or the Executive Director is unavailable, incapacitated, or removed, the Board may, by simple majority: (a) appoint an interim Executive Director or “Emergency Operator” who possesses valid U.S. work authorization (who may be a director, a member, an employee, or a qualified third party) to perform essential operational functions on a temporary basis; and (b) engage licensed professionals or service providers (including a registered-agent service, bookkeeper, payroll provider, or attorney) to maintain continuity of essential financial, contractual, and compliance functions until a permanent Executive Director is appointed. Any such interim arrangement is temporary and subject to the work-authorization requirement of Section 17.2 and the financial controls of Sections 7.5 and 10.3.

Section 17.4 — Continuity and Emergency Operator

The Executive Director shall maintain Form I-9 records and other employment-eligibility records required by applicable law for employees and, where legally required, for persons with operational authority. The Board shall conduct an annual review of the Association’s governance structure for compliance with applicable law.

Section 17.5 — Documentation and Review

Art. XVII

The undersigned directors of International Association of Experts, Inc. certify that the foregoing Bylaws were adopted by the Board of Directors on July 02, 2026, and are in full force and effect as of that date.

Certification of Adoption

The undersigned, as Executive Director (an employee and not a member of the Board of Directors), acknowledges receipt of these Bylaws and agrees to perform the duties of the office in accordance with them.

International Association of Experts, Inc.

Founder · Director

International Association of Experts, Inc.

Director

International Association of Experts, Inc.

Director

International Association of Experts, Inc.

Executive Director

Document Ref.: IAE-GOV-001-v1.0 · Adopted: July 2, 2026 · Governing Law: Florida Statutes, Ch. 617 · Contact: info@iaexperts.com