Last Modified: 30 May 2025

1. Name and Purpose
   1. Name: The name of the organization is Collared Flamingo Society Inc.
   2. Purpose: This corporation is organized exclusively for charitable, educational, and cultural purposes pursuant to recognition under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The specific purposes include, but are not limited to: Promoting and supporting creative expression and personal development through contests, workshops, and events; Building an inclusive and empowered community of participants, educators, and supporters; Preserving the original spirit and intent of the Collared Flamingo Society Inc.
2. Mission Statement: To celebrate and promote safe, sane, and consensual kink education and exceptional community members through contests and events, while also supporting and elevating the voices of other community-oriented organizations.
3. Core Values
   1. Honor: Holding oneself and others to a high standard of integrity. Following through on commitments and taking personal responsibility. Treating others with respect, regardless of power dynamics.
   2. Integrity: Being truthful, authentic, and transparent. Owning your words, actions, and decisions. Maintaining personal ethics even when no one is watching.
   3. Respect: Valuing consent, boundaries, and individual identity. Listening and showing consideration for others’ needs and perspectives. Supporting diversity within the community.
   4. Communication: Open, honest, and ongoing dialogue in all relationships. Expressing desires, limits, and concerns clearly. Actively listening and checking in regularly.
   5. Responsibility: Being accountable for your actions and their effects. Taking care of your partners, community, and yourself. Understanding and educating about risks in kink/BDSM play.
4. Board of Directors
   1. Authority: The Board shall have full power to govern, manage and direct the affairs and property of the corporation.
   2. Number: The Board shall consist of no fewer than three (3) and no more than eleven (11) directors.
   3. Term: Directors shall serve one (1) year terms, beginning July 1st and ending June 30th of the following year, and may be re-elected for each office no more than four (4) times. The initial Board for year one (1) will consist of and be appointed by the founding volunteer Board Members, who are eligible to run for another term if they so choose.
   4. Elections: 
      1. Qualifications:
         1. Commitment to the Mission: Genuinely cares about the mission of the Collared Flamingo Society and the greater kink community.
         2. Willingness to Participate and Collaborate: Able to attend Board meetings and participate in votes while maintaining active communication with the Board, working well with others and respecting group decisions.
         3. Basic Financial & Legal Understanding: Understands the basics of a nonprofit, but doesn’t need to be a financial expert, but has established history of responsible and ethical decision-making.
         4. Availability: Must be able to contribute time beyond meetings for activities such as events, fundraising, planning, and more.
         5. Local Connection: Must reside within the State of Florida.
         6. Good Reputation: No major legal or ethical issues in the past, since they will be representing the organization, community, and potential donors.
      2. Nominations: Nominations will be open to the public and conducted via online forms, opening for fourteen (14) days on or around May 1st and closing on or around May 15th. Candidates may be nominated by others (with the candidate’s consent) or self-nominate. Existing Board Members that would like to run for an additional term, if eligible, must be nominated or self-nominate to be considered. Candidates must agree to uphold these Bylaws.
      3. Voting: Existing Board Members will evaluate nominations for a period of two (2) weeks after the nominations have closed. Nominations must be approved by 2/3 Board vote to be on the ballot. At the end of the evaluation period, the board will then vote. Board positions will be filled by popular vote, and an invitation to join the board will be extended to elected candidates.
      4. Onboarding: Elected Board Members will shadow existing Board Members between the time they are elected and the beginning of their term. Any access to documents or services will be provided during this time.
      5. Documentation: Election results will be recorded in meeting minutes, and Board Members agree that their legal name, address, and contact information may be shared with the State of Florida according to state laws.
   5. Meetings: Regular meetings shall be held quarterly. Special meetings may be called by the President or a majority of the Board.
   6. Vacancies: Vacancies on the Board of Directors, whether caused by resignation, removal, death, or an increase in the number of directors, may be filled by a majority vote of the remaining directors, even if less than a quorum. Each person so appointed shall serve for the remainder of the unexpired term or until a successor is elected and qualified. The Board may appoint an interim director to serve until the next annual meeting, at which time the vacancy will be filled by a formal election.
   7. Quorum: A majority of directors then in office shall constitute a quorum.
5. Officers
   1. Officers: The officers shall be President, Vice President, Secretary, and Treasurer.
   2. Appointments: Officers are appointed by the Board annually by popular vote.
   3. Duties:
      1. President: Presides over meetings and provides leadership.
      2. Vice President: Assists and acts in place of the President as needed.
      3. Secretary: Keeps minutes and maintains records.
      4. Treasurer: Oversees finances and prepares financial reports.
6. Committees: The Board may establish committees as needed.
7. Prohibition of Private Inurement: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
8. Conflict of Interest
   1. Purpose: To protect the interests of Collared Flamingo Society Inc. when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, or key employee of the Organization or might result in a possible excess benefit transaction.
   2. Definition: A conflict of interest arises when a person in a position of authority over Collared Flamingo Society Inc. may benefit—directly or indirectly—from a decision they could make in that capacity, including benefits to their family members, business associates, or affiliated organizations.
   3. Disclosure: Any director, officer, volunteer, or key employee must disclose the existence of any actual or potential conflict of interest to the Board of Directors. This disclosure should be made at the earliest possible time and in sufficient detail to allow the Board to make an informed decision.
   4. Determining Whether a Conflict of Interest Exists: After disclosure, the interested person shall leave the board or committee meeting while the remaining members discuss and vote on whether a conflict of interest exists.
   5. Addressing the Conflict of Interest: If a conflict is determined to exist, the Board shall decide how to proceed in a manner that is in the best interests of Collared Flamingo Society Inc. The interested person may make a presentation but must not attempt to influence or vote on the transaction.
   6. Records of Proceedings: The minutes of the board and any committees with board-delegated powers shall contain:
      1. The names of the persons who disclosed or were found to have a financial interest in connection with an actual or potential conflict,
      2. The nature of the conflict,
      3. Any action taken to determine whether a conflict of interest was present, and
      4. The Board’s decision regarding the conflict.
   7. Annual Disclosure: Each director, officer, and key employee shall annually sign a statement affirming that they:
      1. Have received a copy of the conflict of interest policy,
      2. Have read and understand the policy,
      3. Agree to comply with the policy, and
      4. Understand the Organization is a charitable organization and must engage primarily in activities that accomplish its tax-exempt purpose.
   8. Violations may result in disciplinary action or removal from the Board.
9. Confidentiality
   1. Purpose: To protect the integrity and privacy of Collared Flamingo Society Inc.’s operations and to ensure that sensitive information is not disclosed inappropriately or used for personal advantage.
   2. Scope: This policy applies to all members of the Board of Directors, officers, employees, volunteers, and committee members who may have access to confidential or proprietary information.
   3. Definition of Confidential Information: Confidential Information includes, but is not limited to:
      1. Donor and fundraising information
      2. Financial records and strategies
      3. Personnel records and information
      4. Legal matters
      5. Strategic plans and unpublished policies
      6. Any information designated as confidential by the Board
   4. Obligation of Confidentiality: All individuals subject to this policy must:
      1. Maintain the confidentiality of sensitive or proprietary information both during and after their service to Collared Flamingo Society Inc.
      2. Refrain from disclosing such information to any third party unless legally required or authorized by the Board of Directors
      3. Take reasonable steps to prevent unauthorized access to such information
   5. Board and Committee Deliberations: Discussions that occur in executive sessions or during confidential board or committee deliberations shall not be disclosed outside those meetings unless officially authorized.
   6. Return of Materials: Upon termination of relationship with Collared Flamingo Society Inc., individuals must return or destroy all confidential documents or records in their possession.
   7. Violation: Any violation of this confidentiality policy may result in disciplinary action, up to and including removal from the Board or termination of employment or volunteer position, subject to applicable law and Collared Flamingo Society Inc.’s governing documents.
10. Document Retention
    1. Collared Flamingo Society Inc. retains important records for legal, financial, and operational reasons.
    2. Retention periods:
       1. Tax records: 7 years
       2. Financial statements: 7 years
       3. Meeting minutes: Permanently
       4. Bylaws/Articles: Permanently
       5. Personnel records: 7 years.
    3. Documents may be destroyed after the retention period unless under legal hold.
11. Whistleblower
    1. Collared Flamingo Society Inc. encourages all employees, volunteers, and board members to report concerns regarding violations of law, organizational policies, or unethical behavior.
    2. Reports will be: Taken seriously, investigated promptly, and kept confidential to the extent possible.
    3. Retaliation against whistleblowers is strictly prohibited.
12. Code of Conduct: All members and event participants must abide by the Code of Conduct available at https://www.collaredflamingo.org/code-of-conduct/.
13. Diversity & Inclusion Policy: All members and event participants must abide by the Diversity & Inclusion Policy available at https://www.collaredflamingo.org/diversity-inclusion-policy/.
14. Photography & Media Release: All members and event participants must abide by the Photography & Media Release available at https://www.collaredflamingo.org/media-release/.
15. Release of Liability: All members and event participants must abide by the Release of Liability available at https://www.collaredflamingo.org/liability-release/.
16. Terms & Conditions and Privacy Policy: Collared Flamingo Society Inc. provides the following Terms & Conditions and Privacy Policy for all Sales, Website, and Materials use, available at https://www.collaredflamingo.org/website-terms/ and https://www.collaredflamingo.org/privacy-policy/, respectively.
17. Ethical Business Relationships: Collared Flamingo Society Inc. shall engage in business relationships only with individuals, vendors, contractors, and organizations that demonstrate ethical practices and whose values are consistent with the mission and principles of Collared Flamingo Society Inc. The Board of Directors shall have the authority to determine alignment with these values and may establish guidelines or criteria to evaluate prospective partnerships or transactions. Collared Flamingo Society Inc. shall avoid doing business with entities known to engage in discriminatory, exploitative, environmentally harmful, or otherwise unethical practices. The Board may periodically review business relationships to ensure continued alignment with Collared Flamingo Society Inc.’s ethical standards. In the event of a concern regarding the ethical conduct of a business partner, the Board shall investigate and may terminate the relationship if deemed necessary.
18. Dissolution: Upon dissolution, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government or to a state or local government, for a public purpose.
19. Fiscal Year: The fiscal year shall end on December 31 unless otherwise determined.
20. Amendments: These bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided notice is given.