Chapter Bylaws
The International Coach Federation
Metro DC Chapter
BYLAWS
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.
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