Bylaws

DOCUMENT 2: BYLAWS (REVISED)

BYLAWS OF THE SUSTAINABLE INTEGRITY CERTIFICATION ASSOCIATION

ARTICLE I: OFFICES

Section 1.1 - Principal Office

The principal office of the Association shall be located at [ADDRESS], or such other location as the Board of Directors may designate.

Section 1.2 - Regional Offices

The Association may establish regional offices in any jurisdiction where it conducts operations.

ARTICLE II: BOARD OF DIRECTORS

Section 2.1 - Powers and Duties

The Board of Directors shall:

(a) Set policy direction and strategic priorities;

(b) Approve annual budgets and major expenditures over $100,000;

(c) Appoint and evaluate the Executive Director;

(d) Approve new or revised certification standards upon recommendation of the Standards Committee;

(e) Ensure compliance with legal and fiduciary obligations;

(f) Establish committees as necessary;

(g) NOT make individual certification decisions (reserved to technical staff).

Section 2.2 - Number and Term

(a) The Board shall consist of 15-21 Directors;

(b) Directors serve four-year staggered terms;

(c) Directors may serve no more than two consecutive terms;

(d) After a minimum two-year gap, former Directors may be re-elected.

Section 2.3 - Nomination and Election

(a) A Nominating Committee shall propose candidates for Board vacancies;

(b) The Committee shall actively recruit to maintain compositional balance;

(c) Directors are elected by majority vote of existing Directors;

(d) Elections occur at the annual meeting.

Section 2.4 - Removal

A Director may be removed:

(a) For cause by a two-thirds vote of the remaining Board;

(b) For missing three consecutive meetings without excuse;

(c) For violations of conflict of interest policy;

(d) For actions materially contrary to the Association's mission.

Section 2.5 - Meetings

(a) The Board shall meet at least quarterly;

(b) Annual meeting held within 120 days of fiscal year-end;

(c) Special meetings may be called by the Chair or any five Directors;

(d) Notice of meetings required at least 21 days in advance;

(e) Quorum is a majority of seated Directors;

(f) Decisions by majority vote except where supermajority specified.

Section 2.6 - Committees

The Board shall establish the following standing committees:

(a) Executive Committee: Acts between Board meetings on urgent matters;

(b) Audit and Finance Committee: Oversees financial management and audits;

(c) Nominating and Governance Committee: Recruits Directors and ensures good governance;

(d) Scientific Advisory Council: Reviews material classifications and standards;

(e) Standards Committee: Develops and updates certification criteria.

ARTICLE III: OFFICERS

Section 3.1 - Officers

The officers of the Association shall be:

(a) Chair of the Board;

(b) Vice Chair;

(c) Secretary;

(d) Treasurer;

(e) Executive Director (staff position, ex-officio non-voting Board member).

Section 3.2 - Election and Term

(a) Officers elected annually by the Board;

(b) Chair and Vice Chair must be Independent Directors;

(c) Officers serve one-year terms, renewable;

(d) No officer may serve more than four consecutive terms in the same position.

Section 3.3 - Chair

The Chair shall:

(a) Preside over Board meetings;

(b) Serve as primary spokesperson;

(c) Work closely with Executive Director;

(d) Ensure Board effectiveness.

Section 3.4 - Executive Director

The Executive Director shall:

(a) Serve as chief executive officer;

(b) Manage day-to-day operations;

(c) Hire and supervise staff;

(d) Implement Board policies;

(e) Prepare annual budgets;

(f) Report regularly to the Board;

(g) NOT make certification decisions (delegated to technical staff).

ARTICLE IV: SCIENTIFIC ADVISORY COUNCIL

Section 4.1 - Composition

The Scientific Advisory Council shall consist of 9-15 members with expertise in:

(a) Toxicology and human health;

(b) Environmental science;

(c) Materials science and engineering;

(d) Epidemiology;

(e) Endocrinology;

(f) Industrial ecology;

(g) Other relevant scientific disciplines.

Section 4.2 - Appointment

(a) Council members appointed by the Board upon recommendation of the Executive Director;

(b) Three-year staggered terms;

(c) No term limits, but regular rotation encouraged;

(d) Members must have no financial conflicts of interest.

Section 4.3 - Duties

(a) Review and recommend material tier classifications;

(b) Advise on updates to certification standards;

(c) Evaluate emerging scientific evidence;

(d) Recommend research priorities;

(e) Provide expert testimony in appeals.

Section 4.4 - Independence

Council members shall:

(a) Disclose all potential conflicts of interest;

(b) Recuse themselves from matters involving financial conflicts;

(c) Not consult for companies seeking certification;

(d) Receive only reasonable expense reimbursement (no fees from certified companies).

ARTICLE V: STANDARDS COMMITTEE

Section 5.1 - Composition

The Standards Committee shall consist of 11-17 members including:

(a) 4-6 technical experts;

(b) Industry representatives, whose total number shall not exceed twenty percent (20%) of the committee's seated members at any time;

(c) 2-3 environmental/consumer advocates;

(d) 2-3 regional representatives;

(e) 1-2 Board liaisons.

Section 5.2 - Duties

(a) Develop detailed criteria for each certification pillar;

(b) Create and update testing protocols;

(c) Review and rule on appeals;

(d) Recommend standards updates to Board;

(e) Ensure international consistency.

Section 5.3 - Standards Development Process

(a) Proposed standards published for public comment (60 days);

(b) Committee reviews comments and revises;

(c) Final standards require two-thirds Committee approval;

(d) Board approval required for major changes;

(e) Standards reviewed and updated every three years minimum.

ARTICLE VI: CERTIFICATION PROCESS

Section 6.1 - Application

Any manufacturer may apply for certification by:

(a) Completing application form;

(b) Paying application fee;

(c) Submitting complete bill of materials;

(d) Disclosing manufacturing processes;

(e) Providing supply chain information.

Section 6.2 - Review Process

(a) Technical staff conduct documentation review;

(b) On-site inspections performed as needed;

(c) Independent laboratory testing arranged;

(d) Staff issue certification determination;

(e) Typical timeline: 3-9 months depending on complexity.

Section 6.3 - Certification Levels

Products may be certified at five levels based on pillars achieved:

(a) Platinum: 5/5 pillars (all Tier 1 materials);

(b) Gold: 5/5 pillars;

(c) Silver: 4/5 pillars;

(d) Bronze: 3/5 pillars;

(e) Copper: 2/5 or 1/5 pillars.

Section 6.4 - Certification Term

(a) Certifications valid for three years;

(b) Annual compliance reporting required;

(c) Random audits conducted;

(d) Re-certification required before expiration.

Section 6.5 - Appeals

(a) Denied applicants may appeal within 60 days;

(b) Appeals heard by independent panel (not original reviewers);

(c) New evidence may be submitted;

(d) Final decisions issued within 90 days;

(e) Further appeal to the Board is limited exclusively to procedural grounds. "Procedural grounds" are defined as a demonstrable failure of the appeals panel to follow a prescribed step in the appeals process (e.g., failure to review submitted evidence, not holding a required hearing). This definition explicitly excludes any disagreement with the panel's scientific judgment, technical conclusions, or final determination.

ARTICLE VII: ENFORCEMENT

Section 7.1 - Violations

Violations include:

(a) Materially false information in application;

(b) Changes to product that affect certification without notification;

(c) Misuse of certification marks;

(d) Failure to cooperate with audits;

(e) Violations of labor or environmental laws related to certified products.

Section 7.2 - Sanctions

(a) Warning: Written notice with corrective action deadline;

(b) Suspension: Temporary loss of certification (30-180 days);

(c) Revocation: Immediate permanent loss of certification;

(d) Ban: Prohibition on re-applying (2-10 years or permanent).

Section 7.3 - Due Process

(a) Notice of alleged violation provided in writing;

(b) Opportunity to respond (30 days);

(c) Hearing if requested;

(d) Written decision with reasoning;

(e) Right to appeal.

Section 7.4 - Public Disclosure

(a) All violations and sanctions published on Association website;

(b) Revocations announced via press release;

(c) Consumer protection justifies transparency.

ARTICLE VIII: FINANCIAL MANAGEMENT

Section 8.1 - Fiscal Year

The fiscal year shall be [January 1 - December 31] or as determined by the Board.

Section 8.2 - Budget

(a) Executive Director prepares annual budget;

(b) Finance Committee reviews and recommends;

(c) Board approves before fiscal year start;

(d) Quarterly financial reports provided to Board.

Section 8.3 - Audit

(a) Independent audit conducted annually;

(b) Auditor selected by Audit Committee;

(c) Audit report reviewed by full Board;

(d) Audit made publicly available.

Section 8.4 - Revenue Diversification

(a) No single revenue source shall exceed 5% of annual revenue (subject to start-up provisions);

(b) Executive Director monitors concentration quarterly;

(c) Strategic plan shall include diversification goals.

Section 8.5 - Fee Schedule

The Board shall approve a fee schedule covering:

(a) Application fees (scaled by company size);

(b) Annual certification fees (scaled by complexity and tier);

(c) Logo licensing fees;

(d) Training and education fees;

(e) Fees reviewed annually and adjusted for inflation and costs.

Section 8.6 - Reserves

(a) Association shall maintain operating reserve of 6-12 months expenses;

(b) Endowment fund to be established once reserves are adequate;

(c) Reserve use requires Board approval.

ARTICLE IX: CONFLICT OF INTEREST

Section 9.1 - Policy

All Directors, Officers, Committee members, and senior staff must:

(a) Complete annual conflict of interest disclosure;

(b) Disclose any new conflicts immediately;

(c) Recuse themselves from decisions involving conflicts;

(d) Not use position for personal gain.

Section 9.2 - Prohibited Conflicts

No Director, Officer, or Committee member may:

(a) Have financial interest in a company seeking certification;

(b) Serve on the board of a certified company;

(c) Consult for companies in certification process;

(d) Accept gifts or hospitality from applicants exceeding $100 annually.

Section 9.3 - Disclosure and Review

(a) All disclosures reviewed by Governance Committee;

(b) Conflicts addressed through recusal, divestment, or resignation;

(c) Undisclosed conflicts may result in removal.

ARTICLE X: TRANSPARENCY

Section 10.1 - Public Information

The Association shall publish on its website:

(a) All certification standards and testing protocols;

(b) Material tier classifications with scientific rationale;

(c) List of all certified products with tier levels;

(d) Names of Directors and key staff;

(e) Annual financial statements;

(f) Annual impact reports;

(g) Meeting minutes (excluding executive sessions).

Section 10.2 - Proprietary Information

The Association may keep confidential:

(a) Proprietary manufacturing processes (unless required for verification);

(b) Pending applications (until decision);

(c) Test data subject to trade secret claims (summary results published);

(d) Attorney-client privileged communications.

Section 10.3 - Consumer Access

(a) Online database of certified products, searchable and free;

(b) QR codes on products link to certification details;

(c) Consumer complaint mechanism;

(d) Plain-language explanations of standards.

ARTICLE XI: INDEMNIFICATION

The Association shall indemnify Directors, Officers, and employees to the fullest extent permitted by law for acts taken in good faith within the scope of their duties.

ARTICLE XII: AMENDMENT

These Bylaws may be amended by:

(a) Two-thirds (2/3) vote of the Board of Directors;

(b) Sixty (60) days advance notice to all Directors;

(c) A three-quarters (3/4) supermajority vote is required for any amendments to Article VI (Certification Process), Article VII (Enforcement), Article VIII (Financial Management), or Article IX (Conflict of Interest), as these are core to the Association's independent function.

ARTICLE XIII: DISSOLUTION

Upon dissolution, all assets shall be distributed to:

(a) Organizations with similar charitable and educational purposes;

(b) Organizations qualifying under Section 501(c)(3);

(c) As determined by a court of competent jurisdiction.

*ADOPTED by the Board of Directors on ____, 20___.*