Chapter Bylaws

The following bylaws were adopted unanimously on November 18, 2012:

The International Coach Federation Greater Indianapolis Chapter

BY-LAWS

ARTICLE I
ORGANIZATION NAME

Section 1.
The name of this organization shall be the International Coach Federation Greater Indianapolis Chapter, also formerly known as the Greater Indianapolis International Coach Federation Chapter.

ARTICLE II
ORGANIZATION GOALS

Section 1.
Create a dynamic community that enables professional coaches to realize their full potential through learning, mentoring and celebrating the transformative power of coaching.

Section 2.
Increase the coaching skills and effectiveness of its members.

Section 3.
Raise the awareness of the wider community about the coaching profession.

Section 4.
Provide a network through which its members can learn of and share opportunities.

Section 5.
Provide a forum wherein the members can discuss issues of professional interest.

Section 6.
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 Board of Directors of no more than twelve (12) members. These Directors shall be elected by a vote of qualified members.

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

As used herein throughout this document, the term ‘Board’ refers to the Board of Directors unless otherwise stated.

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

Section 2. Director (Officer) Qualifications
To be a Director, one must be a qualified member (a member in good standing of the ICF at the time of nomination and maintain membership during time of service), nominated for office by the Nominating and Elections Committee or by petition, and be voted into office by a vote of the organization’s qualified members.

All Officers must be current ICF members in good standing.

Section 3. Duties and Responsibilities of the Board of Directors
The Board of Directors shall provide leadership in pursuit of the organizations’ stated goals. It shall determine fees at organization-sponsored events, and develop the policies and procedures necessary to conduct the business of the organization effectively.

Section 4. Nominations and Elections

Nominations for election to the Board of Directors shall be made by the Nominations and
Elections Committee consisting of three (3) qualified members of the organization appointed by the President and approved by a majority vote of the Board. The President shall appoint, with the Board’s approval, the Nominations and Elections Committee not later than 3 months before an election. The Secretary shall send to all qualified members a notice of the coming election, including the number of coming vacant seats, and invite qualified members to notify the Nominations and Elections Committee of their interest in serving on the Board by September 30.

The Nominations and Elections Committee will submit to the qualified membership, electronically, in writing or by any method approved by the Board, the names of one or more candidates for each board seat at least 30 days prior to the election date. The floor will be open for nomination by petition for thirty days from the presentation of the slate. Voting will take place in November and new officers will be effective January 1.

Section 5. Elections
Prior to November 15th, the Secretary will send ballots electronically, in writing or by any method approved by the Board of Directors, to all qualified members. The ballots will describe the seats open for election and the candidates running for those seats. Qualified members will fill out their ballots and send them to the Secretary as directed. The Secretary will count the ballots and announce the results electronically, in writing or by any method approved by the Board by December 1. In the event there is only one (1) candidate for each office, the Secretary may cast a unanimous ballot for the candidates of the Nominating and Election Committee.

The Secretary will also note these proceedings and record them in the Minutes of the next Board meeting.

Section 6. Removal
Any member of the Board may be removed by a 2/3 vote of the Board. The Secretary shall record such events in the minutes of the Board meeting.

Section 7. Terms and Vacancies
Terms for all Board members are for 2 years. Board members may be re-elected.
Any out of term vacancy on the Board shall be filled by Presidential appointment, subject to approval by a majority of the Board. The appointment approved will remain until the next normal election process.

Section 8. Board of Directors Meetings
Meetings of the Board 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 the written request of a Board member to do so. The written request shall contain the agenda for the special meeting.

All Board Meetings shall be open to all qualified members of the organization. The single exception is a Special Meeting in which the President, with unanimous consent of the Board, shall declare the meeting closed.

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 Indiana.

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.

Section 11. Quorum
A majority of Board members shall constitute a quorum for the purpose of transacting the business of the organization.

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 ORGANIZATION’S 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.

Section 2. Vice President
In case of the absence or disability of the President, or at his/her request, the Vice President shall perform all of the duties of the President. The Vice President 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 minutes and records of the proceedings of the Board and the Organization. The Secretary shall arrange for communications of official correspondence. The Secretary shall also perform other duties and have such authority as shall from time to time be assigned by the President or Board. The Secretary shall maintain a binder of the Proceedings of the Chapter. The binder shall include meeting agendas, minutes, policies, procedures, Board decisions, guidelines, Financial Reports and other proceedings of the Board and organization membership.

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. This should be received by the ICF office at least two (2) weeks before the end of the first quarter.

Section 4. Treasurer
The Treasurer shall perform all the organization’s financial transactions and keep accurate records of the organization’s accounts. The Treasurer will submit financial reports at each Board Meeting for review and approval by the voting majority of the Board. 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. In addition, the Treasurer will give a financial report at least once every six (6) months.

Section 5. 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 be a qualified member of the organization, an individual must have paid annual dues directly to the International Coach Federation as determined by the International Coach Federation Board of Directors found at http://www.coachfederation.org and designated the Greater Indianapolis Chapter as their home Chapter. (thought we would keep it here to for emphasis)

In addition to qualified members, the Board of Directors may designate additional membership levels for those who wish to be a member of the Greater Indianapolis Chapter, but who are not members of the global International Coach Federation.. To be clear, members who are not qualified members do not have voting privileges within the Greater Indianapolis Chapter.

Section 2. Voting
All qualified members of the organization are eligible to vote on any issue presented to the membership for a vote. Voting may be by ballot, electronic mail or any reasonable means determined by the Board . Each qualified member in good standing shall have one (1) vote. Unless otherwise specifically provided by these bylaws, a majority vote of those qualified members voting shall govern.

ARTICLE VI
AMENDMENTS TO THESE BYLAWS

Section 1. Recommendation for Amendment
These bylaws 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, e-mailed, mailed, or communicated in any method approved by the to the membership. No amendment to this document shall conflict with the rules, guidelines, or bylaws of the International Coach Federation.

Section 2. Amendment Approval
All qualified members of the organization shall be invited to review the amended by-laws and prepare to vote on the amendments (yea or nay to the totality of amendments as presented) via email, mail or any method approved by the Board of Directors, within two weeks of of the date of the initial communication concerning the amendment to the qualified members. Votes received after that date are invalid. A vote of qualified members 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 bylaws are so amended and made available to the qualified membership. The Secretary will maintain a set of all by-laws, past and current.

(end of bylaws)