Bylaws

The International Coach Federation,
New York City Chapter BYLAWS

ARTICLE I ORGANIZATION NAME

Section 1

The name of this organization shall be the NYC Chapter of the International Coach Federation Inc.

ARTICLE II ORGANIZATION GOALS

Section 1

To increase the success of its coaching membership. To aid our coaching members to be more successful in their practice.

Section 2

To increase the skills and effectiveness of its members by holding periodic meetings and events where knowledge is shared.

Section 3

To raise the awareness of the wider community about the coaching profession by holding community events, publicity, public relations and general outreach.

Section 4

To provide a network through which its members can learn of and share opportunities; including a website, referrals of opportunities to coaches, and establishment of special interest groups.

Section 5

To provide a forum wherein the members can discuss issues of professional concern; including the future of coaching, insurance, ethics, coaching practices.

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 a Board of Directors, elected by a vote of Qualified Members*. The Board shall consist of no more than eleven members, as follows:

  • Up to Seven (7) Officers: elected officials whose roles are non-discretionary. These positions must exist and their stated roles fulfilled on the Board.

Officers shall consist of**:  President, Immediate Past President, President-Elect, one (1) or two (2) Vice Presidents,  Secretary, and Treasurer.

  • Directors: elected officials whose titles and roles are discretionary. These positions are not mandated; rather, they are flexible, so that they may be deployed in service of the membership’s immediate and changing needs. The total number of Directors will vary, based on needs in a given term.

Each of the eleven (11) Board positions shall represent one vote for Board decisions. In the event of a tie, the President may place a casting vote to arrive at a timely decision.

The Board’s Executive Committee shall consist of a subset of Board members, including Officers and/or Directors, as determined by the President, during each term. The Executive Committee, whose purpose is to oversee the strategic direction of the chapter, will meet regularly, outside of Board meetings, while also keeping the Board apprised of key discussions and bringing key issues to a vote at Board meetings. The President may also consult with any other Board members, at any time, in order to facilitate the chapter’s business.

* Qualified Members: see Bylaws, Article V, Section I.

**Clarification of Officer Roles: The Immediate Past President qualifies as an “elected” official in that he/ she was elected one or two terms earlier. The President will determine the need for either one or two Vice Presidents, as well as whether to combine the Secretary and Treasurer roles, each term, and prepare the slate accordingly.

Section 2: Board of Directors Qualifications

To serve on the Board of Directors, individuals must meet the following criteria:

1) An ICF-credentialed member, or a member who commits to qualifying for a credential, within one year from his/her appointment date

2) A member of ICF-NYC in good standing*

3) Able to attend a majority of Chapter meetings each term year

4) Able to participate in a majority of Board meetings each term year.

5) Has served successfully as a volunteer in a manner that is consistent with the objectives of the Executive Committee.

*Member in Good Standing:  A member of the Chapter for at least 6 months who has attended at least three Chapter meetings during that period, who has complied with all of his/her explicit membership obligations, i.e., has paid dues, complies in practice with the ICF code of ethics, conducts him/herself in an honorable and professional manner, and who can demonstrate an understanding of the fiduciary responsibilities associated with a role on the Board.

Section 3. Duties and Responsibilities of the Board of Directors

The Board of Directors shall provide leadership in pursuit of the organization’s stated goals. A quorum of the entire Board of Directors must meet at least 6 (six) times per year, in person, by telephone, or virtually.

Section 4: Nominations and Elections

Requirements

To be nominated to run for the Board, whether other-nominated or self-nominated, an individual needs to meet the “member in good standing” criteria set out in Bylaws, Article III. Section 2.

  • If an otherwise-qualified ICF member has not met the meeting and/or time pre-requirements, an exception may be made to allow the individual to run with a majority vote of the current Board.
  • Self-nominated candidates must present their professional Bios along with a petition signed by a minimum of six (6) Chapter members.
  • Candidacy for nomination to the President-Elect’s and Vice-President’s positions shall be restricted to existing Board members.
  • Candidacy for nomination to the President’s position shall be restricted to existing Board members who possess immediate experience as a member of the Board’s Executive Committee.
  • The Immediate Past-President will not need to be nominated for this role.

To be nominated for re-election, for a particular role or for a second year term in his/her current role, a Board member must:

  • have attended the majority of Chapter meetings and Board meetings within the present year.
  • obtain a majority vote of confidence from the Board prior to nomination

Process

Nominations for election to the Board shall be made through a Nominations and Elections Committee consisting of three (3) Qualified Members (except Board members) of the organization, appointed by the President, and approved by a minimum of six (6) votes of the Board.

The President shall appoint, with the Board’s approval, the Nominations and Elections Committee each June.

The Board will submit to the Nominations and Elections Committee, its own Slate of names, indicating which ones are being put forward as candidates for positions that are open for election and which ones are there to serve for a further period of their term (or as Immediate Past President).

The Committee shall:

  • Email all qualified members a notice of the coming election, including the number of coming vacant seats
  • Invite qualified members to notify the Nominations and Elections Committee of their interest in serving on the Board, by September 30th and present to the Committee a professional Bio
  • Submit to the Board the names and professional Bios of all qualified candidates for each coming Board seat by the end of September

Where there are no competing nominations, the ICF-NYC Secretary or Treasurer, after consulting with the Board, shall cast a unanimous ballot on behalf of the Membership for the qualifying Candidates.

Otherwise, voting by organization members will occur in November. Members will fill out their ballots and email them to the Nominations and Elections Committee. The ballots will also be available at the November meeting. At the end of the November meeting the Nominations and Elections Committee will count the ballots and announce the results. The Secretary will so note these proceedings and record them in the Minutes of the subsequent Board meeting. New Board members will begin their terms in January.

Section 5: Removal

Any member of the Board and/or elected officer may be removed by six (6) Board Members voting for their removal.

Anyone found breaching confidentiality of the Board’s business will automatically be asked to leave the Board.

The Secretary shall record such events in the minutes of the Board meeting.

Section 6: Terms and Vacancies

The rationale for term limits is the belief that leadership ought to be rotated and shared among the Qualified Membership.

Terms for all Board roles will not exceed two (2) years unless six (6) of the remaining Board members vote to declare a special circumstance and allow an existing Board member to extend his or her term for one (1) additional year in that role. For example, a Board member may run for Secretary and win election for two years; in the third year she/he may run either for another elected official role such as Vice-President or Treasurer, or, with the Board’s affirming vote of at least six (6) members, the Secretary may run for one (1) additional year in that same role.

Upon the President’s completion of his or her two (2) year term in office, the exiting President will automatically become the Immediate Past President for a term of one (1) year in the succeeding term or, at the current President’s request, for an additional year.

Any vacancy on the Board shall be filled by Presidential appointment, subject to a majority vote of approval of the Board. The appointee so approved will serve for the remaining period of the current Board term, when the seat will be filled by the normal election process.

Section 7: Board of Directors Meetings

The Board of Directors will meet 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 the written request of a Board member to do so. The written request should contain the agenda for the special meeting. All Board business conducted under the name of the NYC Chapter of the International Coach Federation Inc. is confidential unless otherwise stated.

Section 8: 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 9: Meeting Procedures

Questions about Board proceedings at meetings shall be determined by good judgment on the part of the President and other Board members. Robert’s Rules of Order (revised) may be used at meetings except where such rules conflict with the laws of the State of New York. Robert’s Rules of Order (revised) may be suspended by a majority vote of the Board or qualified members of the organization present at a meeting at which a quorum is present.

In the event a vote is required by the Board with regards to a board member, it will be done by a secret ballot unless the Board votes otherwise.

General membership meetings will be held regularly; between 10-12 monthly meetings per year. The Board may decide to charge a fee for attendance to the meetings both for ICF members as well as guests. In addition, a yearly activity fee may be voted by the Board. Both the attendance fee and activities fees will be used to raise funds to afford the following: a rental space for monthly meetings, activities for the Chapter, as well as payment for the hosting and associated charges of maintaining a website, hiring a public relations person, and other functions that are decided by the Board.

Section 10: Quorum

A majority of Board members shall constitute a quorum for the purpose of transacting the business of the organization.

Section 11: 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 12: 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 13: 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 sections of any prior or future IRS codes, or to the Federal, State, or local government for exclusive public use.

ARTICLE IV DUTIES OF THE ORGANIZATION OFFICERS

Section 1. President

The President shall preside at all meetings of the Board and of the organization. The President shall sign any instruments or documents that may lawfully be executed on behalf of the Board. The President shall chair the chapter and Board of Directors meetings. The president, if unavailable, may turn the presiding of a meeting over to another Board Member. The President has overall responsibility for leadership in developing programs, for ensuring that plans and assignments are carried out, and for seeing that the chartered chapter fulfills its obligations to the ICF. The President should be familiar with the policies and procedures of the ICF, with the chapter’s Bylaws, and with the duties of all the other Officers, Directors, and committee chairpersons.

Section 2. President-Elect

The President-Elect fully supports the President in all aspects of leading the Board and carrying out its initiatives. 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 serve the membership in dealings with outside individuals and organizations in the promotion of membership enrollment; the planning and execution of special activities to increase awareness of ICF-NYC Chapter and coaching; and following-up on these approved initiatives, projects, and other programs begun by the President and/or the Board. The President-Elect may participate in action learning activities, as requested by the President, as a means of preparing to assume the role of President, if a vote of confidence and Board majority vote should be granted. The President-Elect should also be familiar with the policies and procedures of the ICF, with the chapter’s Bylaws, and with the duties of all the other Officers, Directors, and committee chairpersons.

Section 3. Vice President(s)

The Vice President(s) fully supports the President and President-Elect in all aspects of leading the Board and carrying out its initiatives. In case of the absence or disability of the President or President-Elect, the Vice President(s) shall be prepared to perform all of the duties of the President or President-Elect. The Vice President(s) shall perform such duties and have such authority as from time to time may be assigned by the President or the Board. In general, the Vice President(s) will be primarily responsible for serving the critical needs of the membership and working closely with Directors whose roles may support such needs. The Vice-President(s) should be familiar with the policies and procedures of the ICF, with the chapter’s Bylaws, and with the duties of all the other officers, Directors, and committee chairpersons.

Section 4. Secretary

The Secretary shall support the President in the smooth and orderly conduct of the proceedings of the Board including maintaining the integrity of the chapter’s Bylaws; taking attendance; loosely following Robert’s Rules of Order; managing the agenda, and recording and distributing the minutes of Board meetings.

The Secretary shall maintain a binder and/or e-manual (“the binder”) of the official proceedings of the NYC Chapter of the International Coach Federation, and shall have the binder accessible at all meetings of the Board and membership. The binder shall include the chapter’s Articles of Incorporation; Bylaws; Board Meeting agendas and minutes; policies; procedures; Board decisions; guidelines; Financial Reports; passwords; Directors’ role descriptions, and other proceedings of the Board and organization membership.

The Secretary shall: maintain a record of the number of terms served by each Board member in a particular role, as well as a record of their attendance. The Secretary also shall maintain a current record of motions made and passed by the Board; facilitate the preparation for and conduct of special events, and perform other duties and have such authority as shall from time to time be assigned by the President.

Section 5. Treasurer

The ICF-NYC Chapter was established as a cash-based entity. The Treasurer shall execute the organization’s official financial transactions and keep accurate books of the organization’s accounts on a cash basis. The Treasurer will present a brief Financial Report at each Board meeting. The Treasurer will also prepare a final financial report each year that will be submitted to ICF Global, the chapter’s accountant, and/or any taxing authorities. The Treasurer will have authority to sign checks for reimbursements approved by the President and may also use the organization’s credit card when pre-approved by the President.

No single Board member may request that the Treasurer remit monies to him or herself, any other Board member, or vendor.

Structure on Expenses:

  • Expenses from $1.00-$99.00 must be pre-approved by the President
  • Expenses from $100-$499 must be pre-approved by President plus the Executive Vice President

Expenses over $500 must be pre-approved by a majority vote of the Board.

Section 6. Immediate Past-President

The Immediate Past President plays an important role in the transition from the previous term of the Board of Directors. She/He shall advise the Board of Directors on NYC Chapter decisions as well as having a vote on the Board.

Section 7. Director(s)

The Director role is a flexible position that allows for creative responsibility. Elected Directors will consult with the President to determine how they will contribute to the Chapter during their term in office.  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.

 

Section 7a. Director – Marketing and Communications

The Director – Marketing and Communications shall oversee Chapter communications systems and processes; establish a marketing plan; manage Chapter Public Relations efforts (Media/Press releases to raise profile in the community); guide the Corporate Sponsorship Program (develop sponsorship dollar levels, source and confirm sponsors); follow up on sponsorships in collaboration with Director of Strategic Alliances, and manage advertising for Chapter.  Directs the volunteer efforts to provide pro bono coaching for non-profits within our community.

 

Section 7b. Director- Membership

The Director—Membership shall encourage and support a community of collaborative coaches who—together–uphold and elevate the profession of coaching.  Responds to member and new member inquires and comments in a timely manner.  Manages welcome table at all Chapter events, preparing nametags and ensuring sufficient support to manage the table.  Maintains the Welcome Package for new members, with support and approval from the Board.   Contacts members whose membership has expired to determine reasons for not renewing.  Sets up, oversees, and manages a Welcome Committee, including meet-and-greet at Chapter events and calling each new member to welcome him or her to the Chapter.  Works in conjunction with the Board to promote annual membership renewals.

 

Section 7c. Director – Strategy

The Director – Strategy shall work with the Board to shape the strategic direction for the Chapter.  The Director looks at trends, changing demographics, chapter market research, global activity and opportunities for advancing the coaching profession within the Chapter’s community-served area.   Builds relationships with like-minded organizations serving the New York area communities.  Obtains input from multiple sources to understand the future directions and potential needs for the profession. Keeps the Board informed of relevant strategic insights and information, and leads the Board in an annual strategic planning process.

 

Section 7d. Director – Strategic Alliances

The Director of Strategic Alliances shall connect with, present at, and build relationships with outside organizations, business leaders and associations in NYC to bring greater attention to the work of the Chapter, and to coaching as a profession.  Represents the Chapter for connections and contact with coaching schools.  This involves sharing information about the Chapter with the students and graduates in a timely fashion.  Maintains contact with ICF Global and keeps members informed about issues regarding training requirements and other events and issues.  Connects with other ICF Chapters to share ideas and resources and engage them in Chapter activities (e.g., regional conferences or virtual events).

Secures sponsorship and with Dir. Of Marketing and Communications supports efforts to solicit sponsorship for chapter events.  Supports coordination efforts and/or writes communication pieces for audiences external to the organization, Keeps abreast of ideas and opportunities and brings them to the attention of the members and the Board.

 

Section 7e. Director – Professional Development

With support and agreement of the Board, the Director of Professional Development shall plan frequent member events and manage budget for break-even or profitability on each event.

Plans a professional, engaging and balanced program of events, designed to provide personal and professional development opportunities for members.   Sources guest speakers according to Chapter needs and interests and ensures that speakers deliver value and uphold the profession of coaching.  Coordinates event publication, promotion and coordination with Virtual Assistant and other Board Members.  Applies to ICF for CCEUs. Coordinates logistical site information with the venue.  Supports the speaker – audio and visual needs, handouts.

Section 8. 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. Qualification

In order to qualify as a member of the organization, an individual must be a member of the International Coach Federation Global organization who has specified ICF-NYC as their chapter affiliation.

Section 2. Voting

All qualified members of the organization are eligible to vote on any issue presented to the membership for a vote including election of Directors and Officers.

ARTICLE VI AMENDMENTS TO THESE GUIDELINES

Section 1. Recommendation for Amendment

These Guidelines 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 qualified members of the organization. The President shall have the recommended amendments posted on the Organization’s web site. In addition, the amendments will be broadcast to the membership.

Section 2. Amendment Approval

A vote of qualified members shall decide the issue by a simple majority. A proposed amended set of Bylaws shall be considered ratified and effective when carried by a majority vote. The official guidelines will be so amended and posted on the organization’s web site. The Secretary will maintain a set of all by-laws, past and current. All the material changes to the Bylaws proposed by the board will be posted on ICF-NYC website at least two weeks prior to the membership’s vote deadline. The board will determine a deadline after which votes received will be invalid. Upon the majority vote of the board, the voting deadline may be extended.