American Restaurant Development Association

ARDA

Bylaws

ARDA Bylaws — Version 35, August 23, 2026. English rendering for reference; the Chinese original governs in case of any discrepancy.

Chapter 1 — General Provisions

Article 1 — Name

The Association is named the "American Restaurant Development Association" (ARDA).

Article 2 — Nature

The Association is registered under the laws of the State of New York as a nonprofit, nonpartisan, nonreligious organization.

Article 3 — Purpose

The Association's purpose is to advance the overall development of the U.S. restaurant industry and elevate the standing and international influence of the Chinese restaurant sector, specifically:

  • Unity — uniting Chinese restaurant professionals nationwide into a cross-regional, cross-ethnic industry community.
  • Business Support — helping members strengthen operations, open markets and build resilience.
  • Industry Connection — linking food supply, equipment, cold-chain logistics and related services into an efficient, mutually reinforcing chain.
  • Innovation — advancing "AI + Restaurant" applications in ordering, kitchen operations, marketing and management, supporting digital transformation.
  • Talent Development — cultivating management and innovation talent for the industry's sustained growth.
  • Capital Access — bringing capital to quality companies to help them scale from single stores to chains and toward capital markets.
  • Brand Promotion — helping strong brands grow from local communities to national and international markets.
  • Cultural Exchange — promoting Asian culinary culture and cross-ethnic exchange through food.

Article 4 — Positioning

ARDA is building the most influential Asian-American restaurant industry organization in the country. Phase One is rooted in the Chinese restaurant community, integrating brands, supply chains, technology, capital, media and community resources; Phase Two expands across the broader Asian-American restaurant sector into a cross-ethnic industry network; ultimately ARDA aims to become an international organization serving the U.S. restaurant industry and advancing global culinary exchange.

The Association serves restaurant operators, food and equipment suppliers, cold-chain logistics companies, restaurant technology and AI providers, restaurant investment firms, education and training institutions, and industry entrepreneurs and professionals.

Article 5 — Office and Fiscal Year

The Association's office is located in New York City, New York, and may be relocated by Board resolution. The fiscal year runs from January 1 to December 31.

Chapter 2 — Membership

Article 6 — Eligibility

Any enterprise, organization or individual engaged in, or providing services to, the restaurant industry who supports the Association's purpose may apply for membership; applications take effect upon approval by the Board of Directors or its authorized Secretariat.

Article 7 — Membership Categories

The Association recognizes Founding, Corporate, Individual, Professional, Partner and Honorary Members, with eligibility criteria set by the Board.

Article 8 — Dues

The Association does not currently charge dues. Any future introduction of dues, rates and payment methods will be decided by Board resolution and announced.

Article 9 — Members' Rights and Obligations

Members may participate in activities, forums, training and exchanges, take part in committees and chapters, and attend the annual General Assembly. Members shall observe these Bylaws, act with integrity, and uphold the Association's reputation. Governance authority rests with the Board; membership alone confers no management or property rights.

Article 10 — Withdrawal and Expulsion

A member may withdraw at any time by written notice. Membership may be terminated by a two-thirds vote of directors present where conduct damages the Association's reputation or violates these Bylaws or law, with an opportunity for written explanation beforehand.

Chapter 3 — Governance Structure

Article 11 — Structure

The governance structure is: General Assembly → Board of Directors → Executive Council → Secretariat, Office and departments, with an independent Supervisory Board; standing committees, local chapters and industry alliances operate beneath this structure. The Board is the highest decision-making body; the Executive Council implements Board decisions and coordinates daily affairs; the Secretariat, Office and departments handle administrative and professional matters.

Article 12 — General Assembly

The General Assembly comprises all members and convenes at least once annually, called by the Board with 14 days' notice. It hears annual work and financial reports, elects directors and the Chair of the Supervisory Board, and expresses views on major matters.

Chapter 4 — Board of Directors

Article 13 — Authority

The Board is the highest decision-making body, responsible for setting strategic direction, approving the annual plan and budget, approving major partnerships and contracts, overseeing financial operations, electing and removing officers, establishing or adjusting the Executive Council, committees, chapters and alliances, appointing and evaluating the Secretary General and department heads, and setting rules for admission and expulsion of members.

Article 14 — Composition and Term

The Board consists of a number of directors (no fewer than three) as the Board determines, elected by the General Assembly for three-year terms, renewable but not exceeding two consecutive terms. Holding a staff, advisory or membership role does not by itself confer director status.

Article 15 — Voting Rights

Each director has one vote, non-delegable. Staff, advisors and members invited to attend Board meetings have no vote.

Article 16 — Meetings

The Board meets at least four times annually, called by the Chair with 7 days' notice. A quorum requires a majority of all directors; resolutions require a majority of directors present, except where these Bylaws require a two-thirds vote. Minutes shall be kept on file.

Article 17 — Vacancies, Resignation and Removal

A director may resign in writing at any time. A seat is deemed vacant upon resignation, incapacity, or three consecutive unexcused absences; the Board fills the vacancy for the remainder of the term, subject to ratification at the next General Assembly. A director may be removed by a two-thirds vote of all directors for serious violations of these Bylaws or harm to the Association's interests, with an opportunity to be heard beforehand.

Chapter 5 — Officers and Appointments

Article 18 — Positions

The Association has a President, Co-Chairs, Executive Vice President, Vice Presidents, Chair of the Supervisory Board, Secretary General, Deputy Secretary General(s), Office Director, Assistant to the President, and Partnership Development Officer; and advisory positions of Honorary President, Chief Advisor, Honorary Advisor and Distinguished Advisor.

Article 19 — Appointment Procedures

  • Directors: elected by the General Assembly.
  • President: elected by the Board from among directors, three-year term, renewable once (maximum six consecutive years); transitions to Honorary President or an advisory role upon leaving office.
  • Co-Chairs, Executive Vice President, Vice Presidents: nominated by the President, appointed upon Board approval, three-year terms, renewable.
  • Chair of the Supervisory Board: elected by the General Assembly, three-year term.
  • Secretary General, Deputy Secretary General(s), Office Director, Assistant to the President, Partnership Development Officer: nominated by the President, appointed upon Board approval; multiple Deputy Secretaries General may be appointed.
  • Department heads: nominated by the Secretary General, appointed upon Board approval.
  • Committee conveners: nominated by the President, appointed upon Board approval, two-year terms, renewable.
  • Honorary President, Chief Advisor, Honorary Advisor, Distinguished Advisor: nominated by the President and engaged by Board resolution.

Article 20 — Removal

Officers and committee conveners found unfit for their roles may be removed at any time by a majority vote of directors present; vacancies are filled per Article 19.

Article 21 — Duties

The President represents the Association externally, chairs Board meetings, and coordinates the annual work plan. Co-Chairs assist in advancing operations, external partnerships and major projects. The Executive Vice President helps oversee daily operations and implementation of resolutions. Vice Presidents assist the President and may be assigned by the Board to specific states to lead local member development and liaison. The Chair of the Supervisory Board oversees implementation of resolutions, financial operations and compliance, reporting annually. The Secretary General oversees Secretariat administration, meeting minutes, membership management and department coordination; the Deputy Secretary/Secretaries General assist and may act in the Secretary General's absence. The Office Director handles daily administrative coordination. The Assistant to the President supports the President's affairs and external liaison. The Partnership Development Officer develops and maintains international partnerships.

Chapter 6 — Executive Council

Article 22 — Composition and Authority

The Executive Council comprises the President, Co-Chairs, Chair of the Supervisory Board, Executive Vice President, Secretary General, Deputy Secretary/Secretaries General, Office Director, Assistant to the President and Vice Presidents; the Honorary President and Advisory Committee members may attend without voting rights. The Council implements Board resolutions, coordinates the annual work plan, and oversees the Secretariat, Office, departments and committees.

Article 23 — Meetings

The Council meets at least four times annually, called by the President or Executive Vice President with 7 days' notice; a majority of members constitutes a quorum, and resolutions require a majority of those present, recorded in minutes. Council resolutions may not conflict with Board resolutions; major matters are reported to the Board for approval.

Chapter 7 — Supervisory Board

Article 24 — Composition and Authority

The Association has a Supervisory Board led by a Chair elected by the General Assembly, which may also elect additional supervisors. The Supervisory Board oversees implementation of Board resolutions, financial operations and regulatory compliance, reporting annually. Where it finds conduct harmful to the Association's interests or in violation of law or these Bylaws, it may require the Board to correct the matter within a set period, and may refer uncorrected matters to the General Assembly. On matters involving the Chair personally, the Chair shall disclose the conflict and recuse from that decision.

Chapter 8 — Secretariat, Office and Departments

Article 25 — Secretariat

The Secretariat, led by the Secretary General with one or more Deputy Secretaries General, handles the Association's daily administration.

Article 26 — Office and Department Functions

The Association maintains an Office and four departments: Finance & Fund, International Affairs & Strategic Partnership, Branding & Public Relations, and Legal. The Office handles general administration, document management and event support. Finance & Fund manages the annual budget, cash flow, accounts and financial reporting. International Affairs & Strategic Partnership handles international cooperation, overseas market engagement, international events and business delegations. Branding & Public Relations manages brand promotion, media relations, content production, community engagement and event publicity. Legal coordinates contract review, regulatory compliance and dispute handling.

Chapter 9 — Professional Committees

Article 27 — Standing Committees

The Association maintains six standing professional committees:

  • Branding & Franchise Committee — brand building, franchise operations, brand licensing, market promotion.
  • Supply Chain Committee — food sourcing, cold-chain logistics, food safety, raw material supply.
  • Technology & AI Committee — smart ordering, smart kitchens, intelligent marketing, data analytics, robotics applications.
  • Capital & Investment Committee — restaurant financing, equity investment, franchise expansion, listing advisory.
  • Legal & Policy Committee — food regulations, health standards, labor compliance, industry policy research.
  • Next-Generation Restaurateurs & Entrepreneurship Committee — mentoring new entrepreneurs, talent development, training, executive education.

Article 28 — Composition and Operation

Each committee has one convener, appointed per Article 19(7); members are nominated by the convener and appointed upon Board record. Committees report annual work plans and outcomes; their resolutions are advisory, with major matters reported to the Board for approval. The Board may establish, adjust or dissolve committees as needed.

Chapter 10 — Local Chapters and Industry Alliances

Article 29 — Local Chapters

The Board may establish local chapters by resolution, including in New York, California, Texas, Florida, New Jersey, Illinois, Washington State, Boston, Las Vegas, Hawaii, and overseas partner organizations. Chapters are subject to Board oversight; leadership appointments and annual plans are reported to the Board; chapters may not act, fundraise or contract beyond their authorized scope, and finances are consolidated under the Association's unified management.

Article 30 — Industry Alliances

The Association may form or join industry alliances with members and related enterprises. Alliances have no independent legal status; their operating rules are set separately by the Board, external actions must remain within authorized scope, and finances and major resolutions are reported to the Board.

Chapter 11 — Advisory Committee

Article 31 — Composition and Authority

The Association maintains an Advisory Committee, engaged by Board resolution, comprising a Chief Advisor, Distinguished Advisors and Honorary Advisors — potentially including restaurant entrepreneurs, business leaders, legal/accounting/financial professionals, academics, community leaders and media representatives. The Advisory Committee provides counsel on strategic direction and major matters, but does not participate in governance or daily management and holds no voting rights.

Chapter 12 — Finance

Article 32 — Funding and Management

Association funding comes from donations, sponsorships, grants, event revenue and other lawful income, used entirely to fulfill the Association's purpose. The Association maintains a dedicated account at a financial institution; expenditures follow Board-approved authorization procedures. Finance & Fund submits quarterly financial reports to the Board, prepares the annual budget and financial statements for Board approval, and discloses an annual financial report to members; independent audits may be commissioned as needed.

Article 33 — Conflicts of Interest

Directors, officers and committee members with a direct or indirect financial interest in a proposed transaction shall disclose it to the Board and recuse from discussion and voting on that matter; disinterested directors determine by majority vote whether the matter serves the Association's best interests, recorded in the minutes.

Chapter 13 — Supplementary Provisions

Article 34 — Amendment

Amendments to these Bylaws require the affirmative vote of at least two-thirds of all directors.

Article 35 — Effective Date

These Bylaws take effect upon adoption by the Board, and likewise upon any amendment. Matters not addressed herein are resolved by Board decision.

Appendix 1 — Organizational Structure Summary

1. Governance: General Assembly (all members) → Board of Directors (highest decision-making body) → Executive Council (implements Board resolutions, coordinates daily affairs) and Supervisory Board (Chair; oversees implementation, finances and compliance).

2. Secretariat, Office and Departments: Secretariat (Secretary General, Deputy Secretary/Secretaries General); Office (Office Director), overseeing Finance & Fund, International Affairs & Strategic Partnership, Branding & Public Relations, and Legal. A Partnership Development Officer develops and maintains international partnerships.

3. Six Standing Committees: Branding & Franchise, Supply Chain, Technology & AI, Capital & Investment, Legal & Policy, and Next-Generation Restaurateurs & Entrepreneurship.

4. Advisory Committee: Chief Advisor, Distinguished Advisors, Honorary Advisors; plus an Honorary President. Advisors do not participate in governance or daily management and hold no vote.

5. Local Chapters and Alliances: Chapters in New York, California, Texas, Florida, New Jersey, Illinois, Washington State, Boston, Las Vegas, Hawaii, and overseas partners; industry alliances formed or joined by the Association, with no independent legal status, operating rules set separately by the Board.

See the "Association Structure" page for a visual organization chart based on Appendix 1.