Approved 08/07/2020 

Chapter By-Laws 

International Coaching Federation – Indiana Chapter 

By-Laws 

ARTICLE I 

ORGANIZATION NAME 

Section 1.01 – Name 

The name of this organization shall be the International Coaching Federation (ICF) – Indiana  Chapter, or ICF-IN, also formerly known as the Greater Indianapolis International Coach  Federation Chapter or the International Coach Federation Greater Indianapolis Chapter. 

ARTICLE II 

ORGANIZATION PURPOSE AND GOALS 

Section 2.01 – Purpose 

We exist to create a community for all coaches in the crossroads of Indiana to gather for  support, to grow through educational opportunities, and to give back to our local communities.  

Section 2.02 – Goals 

  • Create a dynamic community that enables professional coaches to realize their full  potential through learning, mentoring, and celebrating the transformative power of  coaching. 
  • Increase the coaching skills and effectiveness of its members. 
  • Raise the awareness of the wider community about the coaching profession. Provide a network through which its members can learn of and share opportunities. Provide a forum wherein the members can discuss issues of professional interest. Provide the opportunity for its members to collaborate in providing resources and  solutions for their clients.

ARTICLE III 

ORGANIZATION GOVERNANCE 

Section 3.01 – Governing Body 

The operations of the organization shall be governed by an elected Board of Directors (a.k.a.  the Board) of no fewer than four (4) and no more than twelve (12) members. These Directors  shall be elected by a vote of the qualified members. 

Qualified members are those members who have paid annual dues directly to the International  Coaching Federation, are members in good standing as determined by the International  Coaching Federation Board of Directors found at www.coachfederation.org, and have  designated the Indiana Chapter. 

The Chapter and its Board of Directors shall abide by all applicable policies and guidelines of the  ICF. 

Section 3.02 – Board Authority and Responsibility 

The Board is vested with the responsibility for overseeing the management of the affairs, funds,  and property of the ICF-IN. The Board shall have full power and authority to put into effect the  resolutions and decisions of ICF-IN and shall determine its policies and interpret these By-laws.  

The Board shall supervise the direction and control of ICF-IN and its committees and  publications and may adopt such rules and regulations for the conduct of its business as shall be deemed advisable. 

Section 3.03 – Duties and Responsibilities of the Board of Directors 

The Board shall provide leadership in pursuit of the organization’s stated purpose and goals. It  may further set and collect membership dues, determine fees at organization-sponsored  events, and develop and administer policies and procedures necessary to conduct the business  of the organization effectively. 

All Board members are required to attend at least three-quarters (3/4) of the regularly  scheduled Board meetings and may not miss two consecutive Board meetings; except for  extenuating circumstances as approved by the President. 

For more detail as to the roles and responsibilities of each Board member, refer to the ICF-IN  Board Roles and Responsibilities, a separate document maintained by the Board Secretary or  other designee of the Board. 

Section 3.04 – Committees

The Board may approve the formation or dissolution of other standing or ad hoc committees as  needed. At the time such committees are formed, the Board must approve a written statement  of their purpose, authority, responsibility, composition, and leadership. The President can  make recommendations for the chairs of such committees. The Board will approve the  appointment of these chairs with a two-thirds (2/3) majority vote. The work of such  committees shall be reported in a mutually agreed upon time frame. 

ARTICLE IV 

BOARD OF DIRECTORS OPERATING PROCEDURES 

Section 4.01 – Board of Directors Meetings 

At minimum, the Board shall meet six (6) times during the calendar year or as deemed  appropriate by a vote of the majority of the Board. Meeting of the Board will be at the place  and time decided by general consent of the Board. The President may call a special meeting  within five (5) days of the proposed meeting. The President may call a special meeting upon  written request of two-thirds (2/3) of the Board members. The written request shall contain  the agenda for the special meeting. 

Meetings may be held in-person, video and/or via telecommunication. All Board meetings shall  be open only to current members of the Board. Non-Board members can be invited to  meetings at the discretion of the President and are permitted to address the Board if called  upon to do so. Non-board members would not be permitted to vote on Board decisions. 

Section 4.02 – Meeting Procedures 

Robert’s Rules of Order shall guide the proceedings of all Board meetings, except where such  rules conflict with the laws of the state of Indiana. The President, or whomever the President  assigns, shall serve as parliamentarian at Board meetings and any official meeting of the Board  and its members. A majority vote of the Board or qualified members of the organization  present at a meeting at which a quorum is present may suspend Robert’s Rules of Order. 

Voting right of a Board member shall not be delegated to another but can be exercised by  proxy. If a board role is shared between two people, each individual will have the right to cast a  single vote. 

Section 4.03 – Quorum 

A simple majority of Board Directors shall constitute a quorum for the purpose of transacting  the business of the organization at Board meetings.

Section 4.04 – Legal Purpose 

The purposes for which the organization is established are exclusively educational within  Section 501 (c) (6) of the Internal Revenue Code of 1954 or the corresponding provisions of any  future United States Revenue laws. Initially, the organization shall function as an unincorporated professional association. The Board may or may not take action at a later date  to incorporate. 

Section 4.05 – Excluded Activities 

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 4.06 – Dissolution 

In the event of its dissolution, the residual assets of the organization will be turned over to one  or more organizations, which are themselves exempt as described in sections 501 (c) (6) and  170 (c) (2) of the Internal Revenue Code of 1954 or corresponding section of any prior or future  IRS codes, or to the Federal, State, or local government for exclusive public use. Such transfer  of assets will be approved by the Board. 

ARTICLE V 

BOARD OF DIRECTORS ROLES AND FUNCTIONS 

Section 5.01 – Officer & Director Qualifications 

To be an Officer or Director of the organization, one must be a qualified member in good  standing of both ICF Global and the local chapter in which they may serve. Officers and  Directors must be nominated for office by the Nominations and Elections Committee or by  petition and be voted into office by a vote of the organization’s qualified members. 

Section 5.02 – Nominations and Elections 

Nominations for election to the Board shall be made by the Nominations and Elections Chair. 

Nominations and Elections Chair: 

  • The Immediate Past-President of the Board will assume the responsibilities of  the Nominations and Elections Chair. 
  • In the event that the Immediate Past-President is unwilling or unable to assume  this role, the President may appoint any individual who is deemed to have the skills and capabilities to seek, qualify, and nominate candidates to the Board.  This individual shall be appointed annually by the Board President and shall serve  a one-year term. 
  • In order to serve as the Nominations and Elections Chair the candidate cannot be  running for office in the current election. 
  • Refer to the ICF-IN Nominations and Elections Committee Chair Roles and  Responsibilities document for complete details regarding the duties of that  position. 

Nominations and Elections Committee: 

  • They will be nominated by the President and approved by a two-thirds (2/3)  majority vote of the Board. 
  • Appointment will come no later than three (3) months before an election process begins (see Section 5.03). 
  • The committee should have no fewer than three (3) and not exceed five (5) in  number. 
  • The committee will consist of the Immediate Past-President (when possible), the  current Board President (in a non-voting advisory role), and no more than three  (3) additional members. They will be selected from the current or previous  board members, if possible. Members at large could be considered in absence of  available board members. 

Section 5.03 – Elections Timeline 

  • By September 15th of each year: the Nominations and Elections Chair is required to  notify membership that the process to fill Board seats for the coming year has begun  and to solicit declarations of interest from the membership. 
  • By October 7th of each year: all declarations of interest must be submitted to the  Nominations and Elections Chair by the membership. Candidates may not seek more  than one office. 
  • By October 31st of each year: the Nominations and Elections Committee shall submit a  communication to membership that includes: 

o Biographical information for each nominee AND, 

o Access to an electronic ballot that maps each candidate to the Board Director  role for which he or she is running. 

  • By November 15th of each year: votes shall be tabulated by the Nominations and  Elections Chair. 
  • By December 1st of each year: the results shall be communicated to the membership by  the Nominations and Elections Chair. 

The Nominations and Elections Chair and the current Board President shall have access to vote  tabulations. All Board Director and Officer positions shall be determined by a general election  by qualified members. Positions will be awarded by the highest number of votes, unless there is a tie, in which case there will be a run-off election. If necessary, the outgoing President, who  does not vote in the general election, can vote to break a tie vote in the run-off election. 

Section 5.04 – Scope of Purpose and Duties of Board Roles 

President 

The President shall preside at all meetings of the Board and of the members. The  President shall sign any instrument or document that may lawfully be executed on  behalf of the Board. The President shall be one of the official agents of the organization,  which enables them to sign legal and binding agreements on behalf of the organization.  The President, or their signee, shall serve as the chief spokesperson for the organization.  The President shall also act as liaison between the chapter, the Regional Advisory  Council, and the ICF Global. This will maintain three-way communication that ensures  that ICF guidelines, reporting procedures, and policies are communicated and adhered  to. The President, or whomever the President assigns, shall serve as Parliamentarian at  meetings of the Board and membership. The President shall perform other duties as  defined in the ICF-IN Board Rules and Responsibilities and/or assigned by the Board. 

Vice President – President-Elect 

In the absence or disability of the President, or at their request, the President-Elect shall  perform all of the duties of the President. The President-Elect shall be one of the official  agents of the organization, which enables them to sign legal and binding agreements on  behalf of the organization. The President-Elect may be appointed by the President to  

serve as chair of a committee. The President-Elect shall perform other duties as defined  in the ICF-IN Board Roles and Responsibilities and/or assigned by the President or the  Board. 

Secretary 

The Secretary shall maintain official minutes, agendas and records of the proceedings of  the Board and the organization. The Secretary shall arrange for mailings of official  correspondence. The Secretary shall perform other duties as defined in the ICF-IN Roles  and Responsibilities and/or assigned by the President or requested by the Board. 

Treasurer 

The Treasurer shall perform the organization’s official financial transactions and keep  accurate records of the organization’s accounts. The Treasurer will present a financial  report to the Board on a quarterly basis or as requested by the President. The Treasurer  will file appropriate reports and other documents as may be required by vendors,  customers, or by law to maintain the charter status of the chapter. The Treasurer shall  perform other duties as defined in the ICF-IN Roles and Responsibilities and/or assigned  by the President or requested by the Board. 

Immediate Past-President 

The Immediate Past-President chairs the Nominations and Elections Committee and acts  as Board liaison for those committees assigned by the President. They represent a  voting seat on the board. In the event of the absence or disability of the President-Elect,  the Immediate Past-President shall perform the duties and exercise the powers of the 

President-Elect as defined in the ICF-IN Roles and Responsibilities and/or assigned by the  President or requested by the Board. 

Section 5.05 – Terms and Vacancies 

Role Terms of Board Officers: 

  • The President, President-Elect, Secretary, and Treasurer are elected by membership  and, along with the Immediate Past President, are the “Officers” of the Board.  Ideally, the same individual will serve successively in each of the three roles  beginning as the President-Elect (one or two years), then the President (two years), and  then the Immediate Past-President (two years or shorter, in the event of resignation or  dismissal). 
  • If the President-Elect is unable or unwilling to serve for four (4) successive years, then  the role(s) left vacant by his/her departure from the Board will be filled by the election  process or the Board will assign roles and responsibilities of the vacated role to other  current members of the Board. 
  • In year one (1) of a President’s term, a Vice President can be elected who is not  considered President-Elect. That individual would have the choice, in year two (2) to  declare interest in the Vice President/President-Elect role. They and other interested  candidates for the President-Elect role would be reviewed and voted on through the  Nominations and Elections process as described in Section 5.03. 
  • Secretary and Treasurer roles will be a two (2) year term.   

Role Terms of Directors 

  • Directors are elected and/or re-appointed for two-year terms by a majority vote of the  chapter members. 
  • Once elected, they are voting members of the Board. 
  • Directors will be expected to chair a committee of the Board or take the lead on a  significant organizational initiative. 
  • It will be possible for an individual to chair a committee and chose not to serve on the  board. With regards to Board meetings, they would be subject to non-board member  rules as outlined in Article 4, Section 1. 

Directors and Officers 

  • No Board Director or Officer shall serve more than two (2) consecutive full terms in the  same role (four (4) years in total). 
  • Board members may be asked to serve an additional term in the absence of other  nominees who qualify for the position. As a temporary measure, incumbent board  members may continue to serve until a suitable and qualified replacement can serve in  that role. The current Board President may initiate a vote by the board to approve, by a  two-thirds (2/3) majority, the exception on a case-by-case basis.   

Section 5.06 – Delegation of Duties

When they deem such action to be appropriate, the President or Board (by majority vote) may  delegate the duties and responsibilities of a Board member to any other member of the Board. 

Section 5.07 – Absence Policy 

Any elected Officer or Director who shall have two (2) consecutive unexcused absences from  regular meetings of the Executive Board during a single calendar year shall be subject to being  removed from their position by a two-thirds (2/3) majority vote of the Board. Separate from  these by-laws, the Board will establish and communicate to its members the expectations for  attendance as well as guidelines for defining absences as excused or unexcused. 

Section 5.08 – Removal from Office 

A Board Officer or Director may be removed from office for cause by a two-thirds (2/3) vote of  the Board present at a regular meeting or at a special meeting called for the purpose, provided  that notice thereof is given in writing to the Officer or Director at least thirty (30) days prior to  

said meeting. Any Officer or Director whose removal has been proposed by the Board or the  members of the organization shall be given an opportunity to be heard at such a meeting. At  any duly constituted Board meeting, a successor for any removed members can be elected by a  two-thirds (2/3) majority vote of the Board members present. This successor would serve out  the remainder of the term of their predecessor. 

Section 5.09 – Non-Compensation 

Officers and Directors shall not receive compensation for their services as members of the  Board, or for their services related to ICF-IN in any other capacity or pursuant to any other  contractual arrangement whatsoever, except as otherwise approved by a two-thirds (2/3)  majority vote of the Board. 

ARTICLE VI 

ORGANIZATION MEMBERSHIP 

Section 6.01 – Membership Qualification 

In order to qualify as a member of the organization, an individual must: 

(a) Practice, or have retired from the practice of, an identifiable form of coaching as  part of his/her professional practice or occupation or be enrolled as a student in a  coach training or credentialing program; 

(b) Submit a membership application along with the appropriate annual membership  fees to the ICF Global as specified by the current membership enrollment processes.  They should select ICF-IN as their “home” chapter.

Section 6.02 – Membership Voting 

All qualified members of the organization are eligible to vote on any issue presented to the  membership for a vote. 

Voting by proxy will be permitted. A proxy form, provided by the Secretary authorizing another  member present at the meeting to cast votes for a member absent from the meeting must be  signed and dated by the absent member. 

Each qualified member in good standing shall have one (1) vote. Unless otherwise specifically  provided by these by-laws or future decisions approved by a majority vote of the board, a  simple majority vote of those qualified members voting shall govern. 

Section 6.03 – Membership Involvement and Participation 

Members are encouraged to actively participate in organization-sponsored activities and to  regularly attend meetings. 

While regular attendance and active participation are encouraged, they are not required for  membership. 

Section 6.04 – Guests 

Non-members interested in the coaching profession as well as program guests and other  interested parties may attend regular meetings and events of the organization. They would not  be permitted to attend meetings of the Board; recurring or special. 

ARTICLE VII 

CONTRACTS 

Section 7.01 – Authority and Execution of Contracts 

Unless otherwise provided by law, these By-Laws, or by resolution of the Board of Directors, no  member, officer, agent, or employee has any power or authority: to bind ICF-IN by any contract  or engagement; to pledge ICF-IN’s credit; or to render it financially liable for any purpose or in  any amount. Any contract or instrument entered into by ICF-IN must first be approved by the  Board of Directors and executed by the President. However, the Board of Directors by  resolution may authorize any other officer or officers, agent or agents in the name of and on  behalf of ICF-IN to enter into any contract or to execute and deliver any instrument. 

Section 7.02 – Indebtedness

No loans may be contracted on behalf of ICF-IN and no negotiable paper may be issued in ICF IN’s name unless authorized by resolution of the Board of Directors. 

Section 7.03 – Checks, Drafts, Similar Payment Orders, and Notes 

All checks, drafts, and other orders for the payment of monies out of the funds of ICF-IN and all  notes or other evidences of indebtedness of ICF-IN must contain two authorized signatures, one  of which must be the President or the Treasurer.  

Section 7.04 – Deposits 

All funds of ICF-IN shall be deposited from time to time in such financial institutions selected by  the Board of Directors. For the purpose of such deposit, the President or the Treasurer, may  endorse, assign, and deliver checks, drafts, and other orders for the payment of monies which  are payable to the order of ICF-IN. 

ARTICLE VIII 

APPROVAL AND AMENDMENTS TO BY-LAWS 

Section 8.01 – Recommendation for Amendment 

Amendments to these By-laws may be considered when recommended by a committee  appointed by the President or upon a written request from at least twenty-five (25) percent of  the qualified members of the organization. The President shall ensure that recommended  amendments are distributed to members at least 30 days prior to any vote for approval.  

No amendment to this document shall conflict with the rules, guidelines, or By-laws of the ICF. 

The President shall appoint a committee for the purpose of reviewing the By-laws no less  frequently than every three (3) years. 

Section 8.02 – Amendment Approval 

All qualified members of the organization shall receive notice of the proposed amendment(s) at  least 30 days prior to any vote for approval. A reasonable attempt to satisfy all member  questions should be made prior to a vote on the proposed amendment(s). Amendments shall  be approved based upon a two-thirds (2/3) vote of the Board members present.  

ARTICLE IX 

HISTORIC ADOPTION RECORD OF BY-LAWS

Section 9.01 – By-laws Effective Date 

These By-laws shall take effect immediately upon their adoption. 

Section 9.02 – By-laws Adoption, Revision, and Approved Dates 

  • Original – Adopted August 7, 2020 

(end of By-laws)