By-Laws

Revised 1/21/05

ARTICLE I

ORGANIZATION NAME

Section 1.

The name of this organization shall be the Chicago Coach Federation

ARTICLE II

ORGANIZATION GOALS

Section 1.

To Foster a community of Chicagoland coaches committed to learning and collaboration through powerful programs and community involvement, resulting in the success of its members.

Section 2.

To provide opportunities for the members to grow through:

• Education
• Networking
• Sharing resources and expertise
• Business development
• Community building

Section 3.

To raise the awareness of the wider community about the coaching profession.

Section 4.

To provide a network through which its members can learn of and share opportunities.

Section 5.

To provide a forum wherein the members can discuss issues of professional concern.

Section 6.

To provide the opportunity for its members to collaborate in providing resources and solutions for their clients.

ARTICLE III

GENERAL PROVISIONS

Section 1. Legal Purpose

Notwithstanding any other provision of these articles, the purposes for which the corporation is established are exclusively charitable, 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 2. Business to be conducted without profit

Chicago Coach Federation shall conduct and carry out its business without profit to itself or its members. No member of the organization shall, by reason of membership in this organization, be or become entitled at any time to receive any assets, property income, or earnings from Chicago Coach Federation, or to profit from the organization in any way.

Section 3. 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 4. Use of Income

All of the income, revenue, and earnings of Chicago Coach Federation shall be held, used, managed, devoted, expanded and applied at the discretion of the Board of Directors, to carry out the objectives and purposes of Chicago Coach Federation, and without profit, direct or indirect, to any member of Chicago Coach Federation.

Section 5. Vendor Member Consideration

By majority vote of the Board of Directors, if a vendor is needed for a service to the Chicago Coach Federation, a member can serve as that vendor, provided bids are taken by other members who could render the same service equally effectively.

Section 6. 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

ORGANIZATION GOVERNANCE

Section 1. Governing Body

All powers of managing the business, property and affairs of the Chicago Coach Federation shall be vested in the Board of Directors, which shall consist of not more than sixteen (16) members, including officers duly elected by the membership for the office of President, President-Elect, Vice-President of Finance, Vice-President of Communications, and Immediate Past President. With the approval of the elected Board members, the President may appoint, at his or her discretion, additional Directors up to the maximum of sixteen.

Section 2. Officer/Director Qualifications

An Officer must be a qualified member, nominated for office by the Nomination and Elections Committee, and be voted into office by a vote of the qualified organization members. A Director must be a qualified member, approved by a majority of the Board of Directors.

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. It shall:

• Maintain the fiscal integrity of the organization.
• Establish and maintain the policies and procedures necessary to conduct the business of the organization effectively.
• Support the ethical practices established by the coaching profession.
• Develop and maintain an ongoing strategic plan that forwards the vision and goals of the organization.

Section 4. Nominations

Nominations for election of Officers to the Board shall be made by the Nominations and Elections Committee appointed by the chairperson and approved by a majority vote of the Board. The Nominations and Elections Committee will consist of a minimum of three qualified members including the chair of the committee, appointed by the Board of Directors yearly. The committee will maintain an odd number of members for voting purposes. In case of a tie vote, the Chair will cast the tie-breaking vote. All members of the organization are qualified for said committee except current Board members (with the exception of the President-Elect) and/or anyone wishing to run for office. The Nominations Chair shall appoint, with the Board’s approval, the Nominations and Elections Committee by April 1st of the year before vacancies will appear on the Board. The Vice-President of Communications shall direct that all qualified Chicago Coach Federation members receive a notice of the coming election, including the number and description of coming vacant seats, and invite qualified members to notify the Nominations and Elections Committee of their interest in serving on the Board by October 31st.

The Nominations and Elections Committee will in November submit to the Board for approval the names and applications of one or more candidates for each open officer position including the names of all qualified candidates who requested to be candidates.

Section 5. Elections

5.a. The Vice-President of Communications will direct that ballots be sent to all qualified members of the organization by mid-June. The ballots will describe the seats open for election and the candidates running for those seats. Members will fill out their ballots and return them to the Nomination and Elections Committee, who will count the ballots and announce the results at the July meeting of the organization. If there is a tie, the election will be decided by lot. The Nominations and Elections Committee shall be responsible for maintaining the confidentiality of each member’s vote.

5.b. The Vice-President of Communications will so note these proceedings and record them in the Minutes of the meeting.

5.c. The newly elected officers and Board members will be installed in September of each year.

Section 6. Removal

Any member of the Board may be removed by a two-thirds (2/3) vote of the Board. The Vice-President of Communications shall record such events in the minutes of the Board meeting.

Section 7. Terms and Vacancies

7.a. Officers shall serve a one-year term in their elected positions. No Director or Officer shall serve more than two (2) consecutive full terms in the same office. The only exception is if there are no interested parties for the position, and it would otherwise remain empty. In this case a current Board member, completing their second year term, may agree to continue until a replacement is secured.

7.b. Any vacancy on the Board shall be filled by Presidential appointment, subject to a majority vote of approval of the Board. The appointment so approved will pertain until the following August. If the President-elect is unable to move into the President’s position, the Board will hold a special election to fill the vacancy for the unexpired term.

Section 8. Board of Directors Meetings

8.a Meetings of the Board of Directors will be at the places and times decided by majority vote of the Board. The President may call a special meeting at any time with not less than 24-hour notice to all Board members. 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.

8.b. The Board may conduct its meetings by telephone. Any votes taken concerning financial matters of the organization must be ratified by the Board at a duly called meeting of the Board where members are present and in person.

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

8.d At any meeting of the Board the President may declare an executive session for the purpose of discussing any matter that the President deems appropriately confidential. Any individual not a member of the Board will be excluded from such executive session. Any action taken by the Board during such executive session will be recorded in the minutes of the Board.

Section 9. Minutes

The minutes of any duly called meeting of the Board of Directors shall be made available to any qualified member of the organization on written request from that member.

Section 10. Committees

10.a. Executive Committee

The Executive Committee of the Board shall include the President, President-Elect, Vice-President of Finance, Vice-President of Communications, and the Immediate Past President (if he/she so chooses).

The Executive Committee may act on behalf of the Board when the President deems it necessary, and shall report any such action to the Board for ratification. The Executive Committee shall not act on any financial matters of the organization without prior authorization of the Board.

10 b: Committees of the Board

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 11. Meeting Procedures

11.a 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 the State of Illinois.

11.b A majority vote of the qualified members of the organization present at a meeting at which a quorum is present may suspend Robert’s Rules of Order (revised).

Section 12. Quorum

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

12.b. A quorum for a duly called meeting of the members shall consist of five percent (5%) of the qualified members of the organization.

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, which may lawfully be executed on behalf of the Board, and any other duties as set forth in the Policies and Procedures of the organization.

Section 2. President Elect

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 perform such duties and have such authority as from time to time may be assigned by the President or the Board or set forth in the Policies and Procedures of the organization.

Section 3. Vice-President of Communications

3.a. The Vice-President of Communications shall maintain official minutes and records of the proceedings of the Board and the Organization. The Vice-President of Communications shall arrange for mailings of official correspondence. The Vice-President of Communications shall also perform other duties and have such authority as shall from time to time be assigned by the President or Board or set forth in the Policies and Procedures of the organization.

3.b. The Vice-President of Communications shall maintain a binder or diskette of the Proceedings of the Chicago Coach Federation, and have the binder present at all meetings of the membership. The binder shall include meeting agendas, minutes, policies, procedures, Board decisions, guidelines, Financial Reports and other proceedings of the Board and organization membership.

Section 4. Vice-President of Finance

The Vice-President of Finance shall perform the organization's official financial transactions and keep accurate books of the organization's accounts. The Vice-President of Finance will present for the Board a Financial Report at its meetings.

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

1.a Practice an identifiable form of coaching as part of his/her professional practice or occupation, or be enrolled as a student in a coach training organization recognized by the Board.

1.b. Complete an application for membership and submit it to the International Coach Federation.

1.c. Upon acceptance, pay annual dues directly to the International Coach Federation as determined by the International Coach Federation Board of Directors

1.d A "qualified member" shall be an individual who meets the qualifications for membership in and is a fully paid (current) member of the International Coach Federation.

Section 1a. Regular Voting Membership

Regular voting membership in the Chicago Coach Federation shall be limited to qualified members as defined in Article V, Section 1.d of this document. Voting membership is personal and non transferable. No voting member may vote in any election of the Chicago Coach Federation who is not in good standing prior to such election.

Section 1b. Non Voting Associate Membership

Non voting membership in the Chicago Coach Federation is open to professionals engaged in business or personal coaching or similar occupations who agree to be bound by the requirements of these Bylaws, and any rules and regulations which the Board of Directors may from time to time adopt. Associate membership shall have no vote nor be eligible to hold office in the Chicago Coach Federation. Associate members may serve on committees other than the Nominating or Executive Committee.

Section 2. Suspension of Membership

2.a A member shall be suspended from the organization for non-payment of dues if that member’s dues are not paid by the close of the first quarter of the fiscal year in which those dues became due.

2.b A member may be suspended from the organization for breach of the ethical principles of the ICF and following due process which shall include the right of the member so questioned to appear before the Executive Committee to appeal the suspension. The Executive Committee shall act on the appeal within 30 days following the appeal proceedings.

Section 3. Voting

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

ARTICLE VI

AMENDMENTS

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 (10%) of the qualified members of the organization. The President shall have the recommended amendments posted on the Organization’s web site.

Section 2. Amendment Approval

These by by-laws may be amended by a majority vote of the qualified members of the organization present and voting at a duly called meeting of the members.

All qualified members of the organization shall be invited to review the amended by-laws on the web site and prepare to vote on the amendments (yea or nay for each amendment as presented) at the next called meeting of the members. 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 bylaws are so amended and posted on the organization’s web site. The Vice-President of Communications will maintain a set of all by-laws, past and current.