CHAPTER BY-LAWS OF THE INTERNATIONAL COACHING FEDERATION - INDIANA CHAPTER

As of August 7, 2020

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.

• 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.

• 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.

Section 5.05 – Terms and Vacancies.

• 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.

• 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.

• 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:

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 Date. Original, Adopted August 7, 2020.