Bylaws of IVSA

1. Name and nature

The name of the organisation is the Indian Venture Studio Association (IVSA). IVSA is a non-profit, member-driven industry organisation established to advance responsible venture building and the venture studio ecosystem in India. It will operate under applicable law, its constitutional documents, and these Bylaws.

IVSA may operate nationally, establish chapters or offices, and conduct activities in India or internationally when approved by the Board.

2. Purpose and objectives

IVSA exists to strengthen the venture studio ecosystem and improve the quality, transparency, and effectiveness of institutional venture building. Its objectives are to:

1. promote understanding and responsible adoption of venture studio models;
2. develop voluntary standards, governance frameworks, operating playbooks, and disclosure practices;
3. enable collaboration among venture studios, founders, investors, corporates, universities, research institutions, and ecosystem partners;
4. undertake research, publish insights, and build a credible evidence base;
5. support education, peer learning, talent development, and professional capacity building;
6. convene events, councils, committees, and working groups;
7. represent common Member interests through evidence-led, non-partisan engagement;
8. encourage ethical, inclusive, transparent, sustainable, and founder-respecting venture creation; and
9. build constructive relationships with relevant Indian and international organisations.

IVSA will not favour the private commercial interests of a particular Member except where incidental to a program serving its wider objects.

3. Guiding principles

IVSA is guided by integrity, accountability, fair member participation, proportionate transparency, political non-partisanship, respect for stakeholders, responsible innovation, evidence before advocacy, and compliance with competition law and all other applicable law.

4. Definitions

• Act: the Companies Act, 2013 and applicable rules, as amended or replaced.
• Board: IVSA's statutory Board of Directors, constituted and continuing under the Act and IVSA's Memorandum and Articles of Association.
• Chairperson: the Chairperson of the Executive Committee. This office is distinct from the chair of the statutory Board unless the same person is separately appointed to both offices.
• Executive Committee: IVSA's member-governance and operating committee responsible for member representation, ecosystem strategy, programs, councils, and implementation, subject to the statutory authority of the Board.
• Founding Executive Committee: the first Executive Committee, including its Chairperson, appointed for the single founding term described in Article 13.
• Council or Committee: a body created under these Bylaws for a defined purpose.
• Full Member: a Member granted voting rights under Article 5.
• General Body: all Full Members entitled to vote.
• Good Standing: compliance with applicable dues, conduct, disclosure, and eligibility requirements.
• Member: an organisation or individual formally admitted to an IVSA membership category.
• Officer: the Chairperson, Vice-Chairperson, Secretary, Treasurer, or another Executive Committee office created under these Bylaws.
• Secretariat: IVSA's employees, officers, or contracted administrative support.
• Special Resolution: a resolution approved by at least two-thirds of votes cast by eligible Full Members at a duly convened meeting, unless law requires a higher threshold.

5. Membership categories

The Board may approve and publish detailed criteria, benefits, dues, and conditions for:

1. Full Member – Venture Studio: an eligible organisation with a sustained and verifiable venture-building model. Full Members have General Body voting rights and may nominate eligible representatives for elected office.
2. Corporate Innovation Member: an eligible corporate venture-building, innovation, or venture-client organisation. This category is non-voting unless these Bylaws are amended.
3. Investor Member: an eligible fund, family office, angel network, or capital provider engaged with venture building. This category is non-voting unless these Bylaws provide otherwise.
4. Ecosystem Partner Member: an eligible academic, professional-services, technology, research, or ecosystem organisation. This category is non-voting.
5. Individual or Observer Member: an eligible individual admitted for learning or contribution. This category is non-voting and ineligible for elected office.
6. Honorary Member: a person recognised for distinguished contribution. Honorary membership carries no vote or governance entitlement.

Membership does not guarantee investment, introductions, deal flow, commercial outcomes, government access, certification, endorsement, or participation in every activity.

6. Admission and renewal

Applications will be assessed under published eligibility and verification criteria. The Board may delegate application review to a Membership Committee while retaining oversight. IVSA may request supporting information and may approve, defer, or decline an application in good faith and consistently with its objects.

Membership is personal to the admitted Member and may not be transferred without approval. It will be reviewed or renewed at intervals determined by the Board. Members must promptly disclose material changes affecting eligibility or conflicts.

7. Member rights and responsibilities

Full Members in Good Standing may attend and vote at General Body meetings, nominate eligible representatives for elected office, propose agenda items under published procedures, and receive governance and financial information made available to the General Body.

All Members must provide accurate information, comply with these Bylaws and policies, disclose conflicts, protect confidential and personal information, use the IVSA name accurately, pay approved dues, and comply with applicable law.

No Member may imply that IVSA endorsed, accredited, certified, funded, or approved the Member, its ventures, investments, products, services, or claims without express written authorisation.

8. Competition-law safeguards

IVSA activities must not be used to coordinate prices or commercial terms, allocate customers or markets, restrict hiring, organise boycotts, exchange competitively sensitive non-public information, or otherwise limit lawful competition.

Meeting chairs and the Secretariat may stop a discussion, withhold material, seek legal advice, or exclude a participant where reasonably necessary. Members remain independently responsible for commercial decisions.

9. Dues, suspension, and cessation

Membership dues and payment dates will be approved by the Board and disclosed before becoming payable. Different categories may have different dues where objectively justified. Refund and cancellation rules will be disclosed before payment.

Membership may end through resignation, non-renewal, loss of eligibility, prolonged non-payment, dissolution, or termination for cause. Grounds include material misrepresentation, misuse of the IVSA name, serious or repeated policy breach, unlawful conduct, or conduct creating material legal or reputational harm.

Except where urgent protection is required, the Member must receive notice and a reasonable opportunity to respond. One appeal may be requested under the grievance procedure. A former Member has no claim over IVSA assets and remains responsible for accrued obligations.

10. General Body

The General Body will elect the Chairperson and elected members of the Executive Committee after completion of the Founding Term, receive annual activity and financial reports, appoint or ratify auditors where required, approve reserved amendments, consider matters referred by the Board or Executive Committee, and exercise powers given by law or constitutional documents.

Each Full Member in Good Standing has one vote through its authorised representative. Appointment or election to the Executive Committee does not by itself appoint that person as a statutory Director.

11. Board of Directors

The Board is IVSA's statutory corporate governing body. It will be constituted, appointed, continued, and changed only in accordance with the Companies Act, 2013 and IVSA's Memorandum and Articles of Association. The Board remains in existence independently of changes to the Executive Committee or Chairperson.

The Board is responsible for statutory compliance, fiduciary oversight, finances, risk, corporate records, legal approvals, safeguarding assets, and matters reserved to directors by law. It may approve delegations to the Executive Committee, Officers, or Secretariat but retains responsibilities that cannot lawfully be delegated.

An Executive Committee member is not automatically a Director, and a Director is not automatically an Executive Committee member. The same person may hold both positions only through separate valid appointments. No individual Director, Executive Committee member, or Officer may bind IVSA without authority.

12. Executive Committee, Chairperson, and Secretariat

The Executive Committee is responsible for member representation, ecosystem strategy, annual work plans, membership recommendations, programs, events, research priorities, councils, advocacy processes, and implementation of General Body decisions. Its work remains subject to the Board's statutory duties, approved budget, constitutional documents, and delegations.

The Executive Committee should comprise 7 to 11 members, including the Chairperson. It may include a Vice-Chairperson, Secretary, Treasurer, and portfolio or regional representatives. A majority should represent Full Members.

The Chairperson leads the Executive Committee and ordinarily presides over General Body meetings. The Vice-Chairperson supports or acts for the Chairperson when authorised. The Treasurer supports financial oversight. The Secretary supports notices, minutes, registers, elections, and governance records.

The Board may appoint a chief executive, Executive Director, or Secretariat lead. Unless separately elected or appointed, that person may attend Executive Committee or Board meetings but has no vote. The Secretariat implements authorised decisions and has no independent power to bind IVSA.

13. Founding term, subsequent elections, vacancies, and removal

13.1 First Executive Committee

Notwithstanding the ordinary election provisions, the first Executive Committee, including the first Chairperson and all founding committee members, will be appointed through a written founding resolution and will not be selected by a General Body vote.

The entire Founding Executive Committee will serve one fixed three-year term beginning on the effective appointment date stated in that resolution. Every founding office, including Chairperson, Vice-Chairperson, Secretary, Treasurer, and committee membership, ends automatically when the three-year term expires unless it ends earlier through resignation, incapacity, removal for cause, or loss of eligibility.

The Founding Executive Committee has no right to extend its own term. Its appointment authority lapses permanently at the end of the Founding Term and cannot be revived except through a Special Resolution amending these Bylaws.

13.2 First election and later terms

The first General Body election must be completed before the Founding Term expires so elected successors can assume office immediately afterward. The election timetable, electoral roll, nomination process, candidate eligibility, voting method, conflicts safeguards, and vote-supervision arrangements must ordinarily be published at least 21 days before voting.

After the Founding Term, the Chairperson and every Executive Committee member will be chosen solely by voting of eligible Full Members. The Chairperson will be elected specifically to that office; election as a committee member alone does not make a person Chairperson.

Every subsequent Chairperson and Executive Committee member serves a two-year term. No appointment continues automatically after expiry. An eligible founding office-holder may contest the first election but can continue only by winning the relevant vote. A founding term is not an elected term. Thereafter, no person may serve more than two consecutive elected terms in the same office without a break of one full term.

13.3 Vacancies and removal

If the Chairperson's office becomes vacant, the Vice-Chairperson will act temporarily until a successor is elected under the approved rules. A casual Executive Committee vacancy may be filled temporarily until the next General Body meeting or election, and the replacement serves only the remainder of the original term.

An Executive Committee member or Officer may resign in writing or be removed through due process for serious misconduct, persistent non-participation, loss of eligibility, breach of duty, conflict violations, or material breach of these Bylaws. Removal must not be used to circumvent the fixed founding or elected term rules.

14. Meetings, notice, quorum, and decisions

An Annual General Meeting will be held once each financial year. The Executive Committee will meet at least quarterly. The Board will meet as often as required by law, its Articles, and effective oversight. Additional meetings may be called when required.

At least 21 days' notice should be given for a General Body meeting unless a shorter period is lawfully consented to. Seven days' notice should ordinarily be given for a Board meeting except in urgency.

General Body quorum is one-third of eligible voting Members, subject to a minimum of three; if fewer than three exist, all must be present. Board quorum is a majority of serving Directors. Decisions are by simple majority unless a higher threshold applies. The chair has no casting vote unless expressly authorised. Participation and voting may occur electronically where lawful.

Minutes and material resolutions will be maintained, with confidential, personal, commercially sensitive, and privileged information protected.

15. Councils, committees, and working groups

The Executive Committee may, subject to Board-approved authority and budget, establish standing or time-bound Councils, Committees, panels, and working groups. Each must have a written charter covering purpose, duration, membership, reporting, deliverables, confidentiality, conflicts, and authority limits.

Such bodies are advisory unless authority is expressly delegated. They may not make commitments, incur expenditure, issue an IVSA position, or represent IVSA externally without authorisation.

16. Conflicts and ethical conduct

Directors, Officers, staff, advisors, and committee participants must disclose actual, potential, or perceived conflicts. A conflicted person may be required to leave discussion, abstain, or follow recorded safeguards.

Related-party arrangements must be fair, aligned with IVSA's objects, and approved under law and policy. All participants must comply with the Code of Conduct. No person may use an IVSA position or confidential information for undisclosed advantage.

17. Finance, audit, and use of funds

IVSA will maintain bank accounts, accounting records, statutory registers, budgets, controls, and audits or reviews as required. The Board will approve the annual budget and signatories. Material payments should have appropriate segregation and approvals.

Funds and property must be used only for IVSA objects. No income or surplus may be distributed to Members as profit, dividend, or bonus. Reasonable payment may be made for approved services, employment, expenses, grants, or obligations subject to conflicts safeguards.

An annual financial summary will be presented to the General Body and required filings completed.

18. Research, advocacy, and public positions

Research and communications must distinguish evidence, opinion, consultation drafts, and adopted positions. Material limitations, sponsorships, and conflicts should be disclosed.

A policy position or submission may be issued in IVSA's name only through a Board-approved process with appropriate evidence, proportionate Member consultation, conflicts review, and designated spokesperson authority.

IVSA is non-partisan and will not support or oppose a political party or candidate.

19. Intellectual property, data, confidentiality, and records

IVSA owns or lawfully licenses its name, logo, publications, databases, templates, recordings, and materials. Members retain ownership of submitted materials subject to expressly agreed permissions.

Personal data will be handled under the Privacy Policy and law. Confidential information may be used only for its stated purpose and disclosed only as authorised or required.

IVSA will maintain proportionate records of Members, decisions, meetings, finances, conflicts, consents, policies, and activities under Board-approved retention rules.

20. Complaints, grievances, and appeals

IVSA will maintain a published process for governance, conduct, membership, conflict, discrimination, harassment, confidentiality, and whistleblowing concerns.

Complaints should be acknowledged within 10 business days where practicable. The reviewer must be sufficiently independent. Outcomes may include no action, guidance, corrective action, warning, suspension, termination, removal from an activity, or referral to an appropriate authority.

Urgent protective measures may be taken while a matter is reviewed. A materially affected Member may request one appeal under the applicable policy.

21. Indemnity and limitation

To the extent permitted by law, IVSA may indemnify Directors, Officers, employees, and authorised volunteers for liabilities properly incurred while acting honestly, in good faith, within authority, and in IVSA's interests. No indemnity applies to fraud, wilful misconduct, gross negligence, unlawful personal benefit, or a matter that cannot lawfully be indemnified.

IVSA may maintain appropriate insurance. Membership and participation do not make IVSA responsible for a Member's commercial, investment, employment, tax, regulatory, or legal decisions.

22. Amendments

The Board or Executive Committee may propose amendments. A material amendment must be circulated to Full Members at least 21 days before voting and requires a Special Resolution of the General Body.

The Board may approve non-material administrative or compliance corrections that do not materially reduce Member rights, provided they are reported to the General Body. Applicable law and IVSA's Memorandum and Articles prevail where legally required.

23. Dissolution

IVSA may be dissolved only under applicable law and its constitutional documents. After liabilities are settled, remaining assets will not be distributed to Members and will be transferred or applied to another eligible non-profit organisation with similar objects as approved by the competent authority.

24. Governing law and jurisdiction

These Bylaws and IVSA's affairs are governed by the laws of India. Subject to mandatory legal requirements and any dispute-resolution process expressly agreed in an applicable contract, the courts and tribunals at New Delhi, India have exclusive jurisdiction.

25. Interpretation and adoption

Headings do not limit interpretation. Singular words include the plural and vice versa where context permits. Writing includes legally recognised electronic communication.

The Board may resolve interpretation questions in good faith, subject to law and General Body powers. These Bylaws take effect when formally adopted by the competent governing body. The adoption date and approved version will be recorded in IVSA's governance records.