ARTICLE I. Name & Location of Corporation
The name of this organization shall be the INTERNATIONAL COACH FEDERATION, INC., hereinafter referred to as ICF, a not-for-profit association incorporated in the State of Nevada on November 13, 1996.
The offices of ICF shall be established in localities as may be determined by the Board of Directors.
ARTICLE II. Purpose
ICF's core purpose is to lead global advancement of the coaching profession.
ICF is a non-profit individual membership organization formed by professionals worldwide who practice, teach or research coaching. Our envisioned future is that coaching is an integral part of society and ICF members represent the highest quality in professional coaching.
ARTICLE III. Membership
A. Membership Categories
ICF's membership shall be comprised of ICF Credentialed Members and ICF Coach Members.
1. ICF Credentialed Members
a. Any professional person actively engaged in coaching, defined from time to time by the Board of Directors, who holds an ICF credential established by the Board of Directors.
b. Each ICF Credentialed Member shall be entitled to one vote on any matter presented to the membership at any meeting of the members.
c. Any person eligible for ICF Credentialed membership may make application for such membership by filing a completed application with ICF accompanied by payment for the dues for the current fiscal year, and upon approval of the application by the ICF shall become an ICF Credentialed Member.
d. ICF Credentialed Members pay dues annually and their membership shall be renewed annually, provided they (i) abide by these Bylaws, ICF's Code of Ethics and any other rules or regulations adopted by the Board of Directors from time to time, (ii) subject themselves to the Ethical Conduct Review Process, as required, and (iii) pay all applicable membership dues, fees and other assessments as and when due.
2. ICF Coach Members:
a. Any professional person who is actively engaged in coaching, is not an ICF Credentialed Coach and meets the minimum membership requirements as established by the Board of Directors.
b. Any person eligible for ICF Coach Membership may make application for such membership by filing a completed application with ICF accompanied by payment for the dues for the current fiscal year, and upon approval of the application by the ICF shall become an ICF Coach Member.
c. ICF Coach Members pay dues annually and their membership shall be renewed annually, provided they (i) abide by these Bylaws, the Code of Ethics and any other rules or regulations adopted by the Board of Directors from time to time, (ii) subject themselves to the Ethical Conduct Review Process, as required, and (iii) pay all applicable membership dues, fees and other assessments as and when due.
B. Application for Membership
Application for ICF membership shall be made on a form prescribed by the Board of Directors, from time to time, and submitted to the ICF membership department.
Any member may resign his or her ICF membership by providing written notice thereof to ICF's membership department, provided that any resigning member shall remain liable for payment of any outstanding dues, fees or other assessments. Notwithstanding the foregoing, if such resignation notice is received within thirty (30) days following the mailing of the annual dues invoice, the resigning member will not be liable for the then current year's annual dues.
If any member who resigns his or her membership is currently undergoing investigation by the Independent Review Board, the Independent Review Board may complete its investigation and determination as to that member.
D. Suspension, Removal or Expulsion
Pursuant to the policy established by the Board of Directors and subject to the requirements of applicable law, any Member may be suspended, removed or expelled from ICF membership for cause by a majority vote of the Board of Directors. During any suspension period, a member shall not be entitled to exercise any of the rights and privileges of membership, including without limitation the right to vote. All rights and privileges of membership, including without limitation the right to vote, shall cease upon the expulsion or termination of a member.
Any former member who resigned or was terminated, may be reinstated to ICF membership in accordance with the policy established by the Board of Directors.
F. Membership Nontransferable
ICF membership is non-assignable and nontransferable. Members shall have no equitable or ownership right or interests of any kind in ICF's assets or property.
ARTICLE IV. Membership Dues
Annual Dues shall be established by the Board of Directors and shall be payable each year in advance.
Any member of ICF who shall be delinquent in dues for a period of sixty (60) days from the time dues become payable shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member, is waived by affirmative action of the CEO.
No dues shall be refunded to any member whose membership terminates for any reason.
ARTICLE V. Membership Meetings and Voting
A. Membership Meeting
A membership meeting of ICF may be held at a time and place as determined by the Board of Directors.
Publication of meeting notice, and reports from officers and committees must be distributed at least 10 working days prior to the membership meeting. Publication may be effected by postal service, electronic mail or posting to the corporate web site.
B. Special Meetings
Special meetings of ICF may be called by the Board of Directors at any time, or shall be called by the Chair upon receipt of a written request signed by at least 5% of ICF Members within thirty (30) days of filing such a request. The business to be transacted at any special meeting shall be stated in the notice, and no other business may be conducted at that time.
C. Notice of Meetings
Written or electronic notice of any membership meeting of ICF at which official business is to be transacted shall be transmitted to each ICF Member not less than ten (10) nor more than forty (40) days prior to the date of the meeting. The transmission of a notice in such manner shall be considered notice served.
D. Voting and Proxies
At all membership meetings of the ICF, each ICF Member in good standing who is present either in person or by proxy shall have one (1) vote. Unless otherwise specifically provided by these Bylaws, a majority vote of those members present and voting shall govern.
Voting by proxy shall be permitted at a membership meeting. Every proxy shall be either (1) in writing, signed and dated by the member, and shall specifically state the particular meeting to which it is applicable, but need not be sealed, witnessed or acknowledged, or (2) by electronic mail from the most recent electronic mail address listed with the ICF, and shall specifically state the particular membership meeting to which it is applicable, but need not be sealed, witnessed or acknowledged. Any proxy must be filed with the CEO or his or her designee at least seven days before the appointed date of each meeting.
E. Voting by Posted or Electronic Mail
Proposals to be offered to ICF Members for a vote, excepting election ballots, shall first be approved by the Board of Directors unless the proposal is endorsed by ten percent (10%) of ICF Members in which case Board approval shall not be necessary. On any vote, a majority of those voting shall determine the action.
F. Telephonic Meetings
Meetings held pursuant to these Bylaws shall be conducted in the manner required by applicable law, including telephonically or via other electronic means, so long as all person participating shall be able to hear each other. Such participation shall constitute presence in person at any such meeting.
At a membership meeting or special meeting of the members, a quorum shall consist of no less than ten percent (10%) of ICF Members. All actions taken by said members shall be implemented by the Board of Directors.
H. Rules of Order
At a membership meeting, special meeting, or meeting of the Board of Directors, the most current edition of Roberts' Rules of Order shall govern.
I. Cancellation of Meetings
The Board of Directors may cancel membership meeting for cause.
ARTICLE VI. Organization and Structure
A. Organizational Structure
To achieve the objectives of ICF, the Board of Directors at its discretion may establish organizational units such as advisory boards, councils, divisions, regions or chapters to serve special interests of the profession, including sections to provide educational opportunities in specialty areas of coaching. The Board of Directors shall exercise authority over policies, services, programs and budgets of all organizational units, including qualifications for membership and partnerships unless otherwise stated in these Bylaws. The activities, policies, and programs of organizational units shall not be in conflict with the Bylaws and established policies of ICF.
B. Allied Organizations
For the mutual benefit of all, for the advancement of the coaching profession, and to further the objectives of ICF, the Board of Directors may establish relationships with groups of coaching professionals that are formed on a local, regional (sub-state or multi-state) or state, national or multi-national basis, or with those that are formed on a counterpart or affinity basis. The Board of Directors may establish such terms and conditions for relating to recognized societies and groups as it considers desirable.
ARTICLE VII. Board of Directors
A. Authority and Responsibility
The governing body of ICF shall be the Board of Directors. The responsibility for strategic development, policy creation, fiscal oversight, management oversight, and property of the ICF shall be vested in its Board of Directors. The Board of Directors shall have full power and authority to put into effect the resolutions and decisions of the ICF and shall determine its policies and interpret these Bylaws.
The Board of Directors shall consist of no fewer than 7 and not more than 9, including the 3 officers. The chief executive officer and immediate past chair shall serve as an ex-officio members without the right to vote.
C. Term of Office and Manner of Election
Directors at large shall serve for a term of two (2) years or until their successors have been elected and assume office. Directors shall serve proportionately staggered terms as determined by Board policy.
Directors at large are eligible for election to a second two (2) year term. No member of the Board of Directors who has served two full two (2) years terms shall be eligible for re-election until at least two years have elapsed.
The Nominating Committee shall present at least one nominee for each seat on the Board that is vacant or about to expire. Election policy and procedure shall be established by the Board of Directors.
F. Regular Meetings of the Board
Regular meetings of the Board of Directors shall be held no less than three (3) times each calendar year at such time and such place as the Board may prescribe, including via teleconference, provided all parties can hear each other. Notice of regular meetings of the Board of Directors shall be given to each director, personally or by mail, telephone, E-mail or fax, at least seven (7) days prior to the day named for such meeting. Special meetings of the Board may be called by the chair of the board or at the request of at least two- thirds of the directors, by notice mailed, delivered, phoned, faxed or e-mailed to each member of the Board, not less than seven (7) days prior to the meeting.
G. Waiver of Notice
Before or at any meeting of the Board of Directors, any director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the board shall be a waiver of notice by such individual of the time and place thereof. If all the directors are present at any meeting of the board, no notice shall be required and any business may be transacted at such meeting.
H. Quorum of the Board
At any meeting of the Board of Directors, a majority of the voting members of the Board shall constitute a quorum for the transaction of the business of ICF, and any such business thus transacted shall be valid providing it is affirmatively passed by a majority of those present and voting.
Voting rights of a director shall not be delegated to another nor exercised by proxy.
J. Voting by Posted and Electronic Mail
Action taken by a mail (posted or electronic) ballot of the members of the Board of Directors shall be a valid action of the Board and shall be reported at the next regular meeting of such Board.
Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single calendar year shall automatically vacate the seat on the Board of Directors. However, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.
L. Removal from Office
An officer or director may be removed from office for cause, by a three-fourths vote of the Board of Directors present at a regular meeting or at a special meeting called for the purpose, provided that notice thereof shall be given in writing to the officer or director at least thirty days prior to said meeting. At any membership meeting or special duly constituted membership meeting, any one or more of the directors may be removed for cause by a vote of the majority of the entire membership in good standing. A successor director may then and there be elected to fill any vacancy thus created. Any directors whose removal has been proposed by the members shall be given an opportunity to be heard at such meeting.
Vacancies in any unexpired elective position may be filled for the balance of the term by a majority vote of the Board of Directors. If the balance of the term is greater than 6 months (out of one year), the service would count as a one full year out of the two- year term.
Directors and officers shall not receive compensation for their services as members of the Board of Directors, or for their services related to ICF in any other capacity or pursuant to any other contractual arrangement whatsoever, except as otherwise approved by the chair, and except with respect to the chief executive officer who shall be entitled to receive compensation for such services.
Notwithstanding the foregoing, upon approval of the Board of Directors, the chair and vice chair may be compensated in the amount and under such terms and conditions as approved by the Board of Directors. Directors may, upon resolution of the Board of Directors, be reimbursed for reasonable actual out-of-pocket expenses incurred by them in attending meetings of the Board of Directors and other meetings approved by the Board.
Every elected or appointed officer, director, or employee of ICF and such others as specified from time to time by the Board of Directors shall be indemnified by the ICF against expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved by reason of being, or having been an officer, a director or employee of ICF, or any settlement thereof, whether the person is a director, officer, or employee at the time such expenses are incurred, except in such cause wherein the officer, director or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The forgoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
ARTICLE VIII. Officers
The officers of ICF shall be a chair, vice chair, a secretary/treasurer and such other officers as determined by the board from time to time. The chair shall be elected by the ICF Members and serve until his or her successor has been duly elected and assumes office. The vice chair and secretary/treasurer are elected by the Board of Directors from among the eligible directors and shall serve until their successors have been duly elected and assume office.
B. Qualifications of Office
Any ICF Credentialed Member in good standing shall be eligible for nomination and election to any office of ICF if they meet criteria as set forth by the Board of Directors.
C. Nomination and Selection of Officers
The Nominating Committee shall prepare and submit to the membership a nomination for chair of ICF. Any person so nominated shall have given prior consent to nomination and election as an officer.
D. Term of Office
Each officer shall take office on the first date of the calendar year and shall serve for a term of one (1) year or until a successor is duly elected and qualified. Each officer shall serve concurrently as a member of the Board of Directors.
The officers shall be eligible for re-election to the same office for a second one -year term, provided that each person will be a member of the Board of Directors during such second term. Following the completion of the terms, no officer shall be eligible for re-election to the same office until at least one year has elapsed.
F. Appointed Officer
The Board of Directors shall appoint a chief executive officer. The chief executive officer shall be appointed by contract under terms and conditions negotiated with the Board of Directors. The chief executive officer may be an individual or other association management entity.
ARTICLE IX. Duties of Officers
A. Chair of the Board
The chair is the chief elected officer of ICF and shall serve as chair of the Board of Directors. The chair shall also serve as an ex-officio member of all committees and shall make all required appointments of standing and special committees. The chair shall perform such other duties as are necessarily incident to the office of chair of the board and as may be prescribed by the Board of Directors.
B. Vice Chair
The vice chair shall perform such duties as are delegated or assigned by the chair, and shall perform the duties of the chair in the event that individual is unable to serve.
The secretary shall oversee the proper recording of meetings and proceedings of ICF, and the Board of Directors; shall ensure that accurate records are kept of all members; and further shall supervise the preservation of historical records and documents. The secretary shall approve and promulgate all forms of balloting and shall review and maintain the voting integrity of all elections. The secretary shall perform the duties and exercise the powers of the chair or vice chair due to the absence or disability of those officers.
The treasurer shall oversee the ICF funds and financial records, the collection of members' dues and/or assignments, the establishment of proper accounting procedures for the handling of funds, the performance of an annual audit by a certified public accountant; and further, shall report on the financial condition of ICF at all meetings of the Board of Directors and at other times as called upon by the chair. The treasurer shall chair the Finance Committee.
D. Chief Executive Officer
The chief executive officer shall manage and direct all activities of ICF subject to the policies and procedures of the Board of Directors and shall be directly accountable to the chair of the board. The chief executive officer and the chair shall be the chief spokespersons for the ICF. Such individual shall also serve as an ex-officio non-voting member of the Board of Directors and all other committees of ICF.
The chief executive officer shall employ and may terminate the employment of members of the staff necessary to carry on the work of ICF and shall fix their compensation within the approved budget. The chief executive officer shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the ICF.
ARTICLE X. Committees
The chair unless otherwise specified in these Bylaws, shall be empowered to appoint the chairpersons of all committees, and the chairpersons and members of all special committees, subject to the approval of the Board of Directors. The chair shall be an ex-officio member of all committees. Committees shall be governed by applicable law.
B. Councils, Task Forces and Core Teams
The ICF Chair shall have the authority to appoint councils, task forces and core teams and shall be an ex-officio member of each of these bodies. These bodies shall be governed by policy established by the Board of Directors.
The ICF Chair shall monitor actions of the committees, councils, core teams and task forces of ICF and shall recommend to the Board of Directors on a regular basis the creation, dissolution, and consolidation of these bodies.
C. Nominating Committee
The Nominating Committee shall consist of at least five ICF Credentialed Members, but of whom not more than two shall be past chairs of ICF. At least one member shall have served on the previous year's committee to ensure continuity. No member of the Nominating Committee shall be eligible to be nominated for any position. The Nominating Committee shall be appointed by the Board of Directors upon the recommendation of the chair. The nominating process shall be conducted according to the policy established by the Board of Directors.
D. Creation and Dissolution of Committees
The Chair shall monitor actions of the committees, councils, and task forces of ICF and shall recommend to the Board of Directors on a regular basis the creation, dissolution, and consolidation of these bodies.
ARTICLE XI. Finance
A. Fiscal Year
The Fiscal Year of ICF shall begin on the first day of April and end on the last day of March. Changes to the fiscal year may be approved by the Board of Directors.
The Board shall adopt an annual operating budget covering all activities of the ICF. The chief executive officer shall make periodic reports to the board comparing actual revenue and expense to the projected budget.
The accounts of ICF shall be audited not less than annually by a certified public accountant who shall be recommended by the chief executive officer and approved by the Board. The report of the auditors shall be presented at the next meeting of the Board of Directors; within sixty days following completion of an audit, the chief executive officer shall furnish the membership with a financial report for the fiscal year just concluded.
ARTICLE XII. Amendments
These bylaws may be amended or repealed by a two-thirds (2/3) vote of the ICF Board of Directors. Notice of such proposed change(s) shall be sent in writing to Board members no less than thirty (30) days prior to the scheduled vote, which vote may be taken at any regular meeting of the Board, or at any special meeting of the Board called for the purpose of considering the bylaw amendment(s). Notice of such bylaws change(s) shall also be posted on the ICF website and broadcast to the ICF Members via electronic mail at least thirty (30) days prior to the meeting at which the Board vote is to be taken. The Board of Directors may propose amendment(s) on its own initiative or upon a request of ICF Members under Article V, Section B.
ARTICLE XIII. Dissolution
In case of dissolution, the ICF shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure or be distributed to the members of ICF. On dissolution of ICF, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.
ARTICLE XIV. Effective Date
These Bylaws shall take effect immediately upon their adoption. Notwithstanding the forgoing, any member elected to the board shall have the right to complete his or her term regardless of changes made herein.
Adopted November 13, 1996
Revisions adopted July 27, 1999
Revisions adopted June 18, 2001
Revisions adopted November 18, 2002
Revisions adopted June 24, 2003
Revisions adopted April 2004
Revisions adopted January 2006
Revisions adopted July 2006
Revisions adopted March 2008
Revisions adopted July 2012