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Chapter BylawsThe International Coach Federation Metro DC Chapter
BY-LAWS Revised, September, 2006
ARTICLE I: ORGANIZATION NAME AND MEMBER DEFINITION
Section 1. The name of this organization shall be the International Coach Federation Metro DC Chapter.
Section 2. “Members in good standing” of the organization are defined as members of the International Coach Federation whose membership is current and in good standing and who have designated the Metro DC Chapter as their home chapter.
ARTICLE II: ORGANIZATION GOALS
Section 1. To increase the success of its membership.
Section 2. To increase the skills and effectiveness of its members.
Section 3. To raise the awareness of the wider community about the coaching profession.
Section 4. To provide a network through which its members can learn of and share opportunities.
Section 5. To provide a forum wherein the members can discuss issues of professional concern.
Section 6. To provide the opportunity for its members to collaborate in providing resources and solutions for their clients.
ARTICLE III: ORGANIZATION GOVERNANCE
Section 1. Governing Body The operations of the organization shall be governed by an elected, eleven member Board of Directors (Board).
The Board will consist of a President, a President-Elect, a Treasurer, and a Secretary; six at-large directors; and the Past President.
The Board of Directors shall be elected as outlined in Sections 6 and 7 of this document.
Section 2. Officers The Officers of the Board of Directors shall include the President, President-Elect, Secretary, and Treasurer.
All Officers shall serve one-year terms in their respective positions. The President and President-Elect shall automatically become officers upon assumption of their respective duties. The Secretary and Treasurer shall be elected from among the members of the Board by a majority vote of the Board of Directors at its first meeting following the general election.
Section 3 Duties and Responsibilities of the Board of Directors The Board of Directors shall provide leadership in the areas of strategy, policy, and activities in pursuit of the Organization’s stated goals. It shall develop the policies and procedures necessary to conduct the business of the Organization effectively.
Section 4. Terms of Office The Presidential term shall be three years—the first year to be served as President-Elect, the second year as President, the third year as Past President. The term of office for all other Directors shall be two years, with one-half (four) of the Directors elected each year.
No individual will serve on the Board for more than six consecutive years.
Section 5. Qualifications for Board of Directors To be a member of the Board, one must be a member in good standing, nominated by the Nominating and Elections Committee, and be voted into office by a vote of the organization members. Officers must have coaching practice as their primary professional pursuit. All officers and directors must adhere to the ethical standards established by the International Coach Federation, as published on the ICF website and subject to occasional modifications by ICF.
Section 6. Nominations Nominations for election to the Board shall be made by the Nominations and Elections Committee, which will consist of three members in good standing not currently on the Board, plus the Past President, who shall serve as chairman. The committee will be appointed by the outgoing President and approved by a majority vote of the Board. Members of the Nominations and Elections Committee must have coaching practice as their primary professional pursuit.
The Nominations and Elections Committee will begin its work in September of the year before vacancies will appear on the Board. The Nominations and Elections Committee shall notify all members in good standing about the coming election, including the number of coming vacant seats and the qualifications for running for office, and invite members in good standing to contact the Nominations and Elections Committee of their interest in serving on the Board by September 30.
The Nominations and Elections Committee will identify potential candidates for each open Board seat and submit to the Board by October 31 a slate of candidates that includes one nominee for the Presidential term (a three-year term) and four nominees for the Board of Directors, each to serve a two-year term. The candidate for the Presidential term should have already been in positions of leadership in the chapter such as service as a member of the board or committee chair positions.
Section 7. Elections Following the regular November meeting of the Board, the Secretary will email a ballot to all members in good standings. The ballot will describe the seats open for election and present the slate of candidates prepared by the Nominations and Elections Committee. All votes must be received by November 30. A majority vote of those voting shall elect the slate. The results of the election shall be announced at the December meeting of the Organization. The Secretary will so note these proceedings and record them in the Minutes of the meeting.
Incoming officers and directors will be installed at the December monthly chapter meeting immediately following election.
Section 8. Removal and Vacancies Any officer or director who fails to adhere to the ethical standards established by the International Coach Federation can be removed from office by a 2/3 vote of the Board.
Any vacancy on the Board may be filled at the discretion of the President. The President may appoint a new member of the Board, subject to a majority vote of approval of the existing Board. The appointment so approved will pertain until the following December, when the seat will be filled by the normal election process. In the event that the President cannot complete his/her term, the President-Elect will step in to fill the office for the remainder of the term. The President-Elect will then have the option to run for a complete term of office.
Section 9. Board of Directors Meetings Meetings of the Board of Directors will be at the places and times decided by majority vote of the Board. The President may call a special meeting at any time. The President shall call a special meeting of the Board upon request of a Board member to do so.
All Board Meetings shall be open to all members in good standing. Exception to this rule arises when a Special Meeting is called, in which the President, with unanimous consent of the Board, shall declare the meeting closed or shall call for a truncated meeting, which will be partially closed. To call for a closed or truncated meeting, the President must notify the membership at least one week in advance of the scheduled Board meeting.
On matters that require a vote, the President will only vote in the event of a tie.
Section 9. Committees The President may appoint committees, either standing or ad hoc, in order to effectively and efficiently further the stated purposes of the organization. The establishment of any committee must first receive the approval of the Board by way of a majority vote.
Section 10. Meeting Procedures Questions about Board proceedings at meetings shall be determined by Robert’s Rules of Order (revised), except where such rules conflict with the laws of Washington, DC. The Secretary will maintain a copy of Robert’s Rules of Order (revised) and will act as parliamentarian as needed to establish parliamentary order. Robert’s Rules of Order (revised) may be suspended by a majority vote of the Board or members in good standing of the organization present at a meeting at which a quorum is present.
Section 11. Majority The Board will have a majority of members present in order to conduct official business.
Section 12. Legal Purpose Notwithstanding any other provision of these articles, the purposes for which the corporation is established are exclusively religious, charitable, scientific, literary, and educational within the meaning of Section 501 (c) (6) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Revenue laws.
Section 13. Excluded activities Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to an organization exempt from Federal Income Tax under Section 501 (c)(6) of the Internal Revenue Code or the corresponding provisions of any future United States revenue laws.
Section 14. Dissolution In the event of the dissolution or final liquidation of the Chapter, its remaining net assets will be distributed to ICF for use consistent with its tax-exempt purpose and for the benefit of ICF Chapters, thus no part of such net assets may inure to the benefit of any individual member or person.
ARTICLE IV: DUTIES OF THE BOARD OF DIRECTORS
Section 1. President The President shall preside at all meetings of the Board and of the organization. The President shall sign any instruments, contracts, or other documents which may lawfully be executed on behalf of the Board.
Section 2. President-Elect In case of the absence or disability of the President, or at his/her request, the President-Elect shall perform all of the duties of the President. The President-Elect shall perform such duties and have such authority as from time to time may be assigned by the President or the Board.
Section 3. Secretary The Secretary shall maintain official meeting minutes and proceedings of the Board and the Organization and will manage administrative responsibilities for the chapter. The secretary holds the policies and procedures, which will be published periodically on the Organization’s website. The Secretary shall also perform other duties and have such authority as assigned by the President or Board.
Immediately following elections, the Secretary shall send a list of all current elected officers and members of the Board to the Chapter Coordinator at chapters@coachfederation.org along with the current address of the Treasurer for receiving rebates. The ICF office should receive this at least two (2) weeks before the end of the quarter. Section 4. Treasurer The Treasurer shall perform the organization’s official financial transactions and keep accurate books of the organization’s accounts. The Treasurer will present for the Board a financial report at its meetings.
The Treasurer will also submit an annual Chapter financial report to the ICF within thirty (30) days of the Chapter’s designated end of the fiscal year. Section 5. Duties of At-Large Directors Directors will provide guidance to the Board in decision-making and will oversee fiscal responsibility and activities to ensure that the Board is fulfilling its mission and staying within the confines of its authority. Directors may also be assigned other responsibilities by the President.
Section 6. Delegation of Officers’ Duties The President or Board (by majority vote) may delegate any officer’s duties to any other member of the Board when they deem such action to be appropriate.
ARTICLE V: ORGANIZATION MEMBERSHIP
Section 1. QualificationIn order to qualify as a member of the Metro DC Chapter, an individual must:
(1) complete an application for membership and submit it to the International Coach Federation Office; and,
(2), upon acceptance, pay annual dues directly to the International Coach Federation as determined by the International Coach Federation Board of Directors . Section 2. Voting All members in good standing of the organization are eligible to vote on any issue presented to the membership for a vote. Non-members and members not in good standings may not vote on any issue presented to the membership.
Section 3. Eligibility for attending meetings Chapter programs and events are designed and intended for the benefit of chapter members. All members in good standing of the organization are eligible to attend any meetings of the membership. Some programs may be open to the public in order to increase the membership of the chapter or otherwise serve the mission of the Organization. Members responsible for holding events will determine whether they are to be open to members only or to the general public.
Section 4. Dues and Fees The Board has the discretion to determine membership dues, meeting fees, and other charges for chapter sponsored programs. For programs open to the public, a differential rate may be charged for members and non-members. Members not in good standings may participate in local activities at non-member rates.
Section 5. Budget The Board is responsible for creating and approving a budget for the chapter. After completion of the budget, it will be made available to the membership for their information on a quarterly basis. In the event that a significant shortfall requires a special assessment, membership will be notified and asked to approve a revised budget.
ARTICLE VI: AMENDMENTS TO THESE BY-LAWS
Section 1. Recommendation for AmendmentThese by-laws may be amended when recommended by a committee appointed by the President, or upon a written request from at least ten per cent of the members in good standings of the organization. The President shall have the recommended amendments posted on the Organization’s web site.
Section 2. Amendment Approval All members in good standings of the organization shall be invited to review the amended by-laws on the web site and prepare to vote on the amendments (yea or nay to the totality of amendments as presented) via email within two weeks of posting on the site. Votes received after that date are invalid. A vote of members in good standing shall decide the issue by a simple majority. A proposed amended set of by-laws shall be considered ratified and effective when carried by a majority vote. The President shall see that the official by-laws are so amended and posted on the organization’s web site. The Secretary will maintain a set of all by-laws, past and current.
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