AMENDED AND RESTATED BYLAWS OF THE
THE INTERNATIONAL COACH FEDERATION—LONG ISLAND CHAPTER
(a/k/a ICF—LI and formerly known as LONG ISLAND COACHING ALLIANCE (LICA)).
Section 1. Name
The name of this organization shall be the International Coach Federation—Long Island Chapter, (a/k/a “ICF—LI” and formerly known as Long Island Coaching Alliance (“LICA”)), hereinafter referred to as “the Chapter”).
Section 2. Principal Offices
The principal office of the Chapter shall be located on Long Island, New York, at an address to be designated by the Board of Directors, as the same may be amended from time to time by the Board in its sole discretion.
The Chapter has been organized to:
Promote integrity among its membership and provide a professional community for the support and professional development of its members.
Increase the skills, effectiveness and success of its members.
Raise awareness in 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 concern.
Provide an opportunity for its members to collaborate in providing resources and solutions for their clients.
Provide appropriate charitable services and support for local communities.
Fulfill any other lawful purposes under the New York Not-For-Profit Law.
Section 1. Governing Body
The operations of the Chapter shall be governed by a Board of Directors of no fewer than three (3) nor more than ten (10) Voting Members of the Chapter (as the same is hereinafter defined). Voting Members are Chapter members who have selected ICF–Long Island as their chapter affiliation, are current in the payment of annual dues directly to the International Coach Federation (“ICF”) and have paid their annual Activity Fee to the Chapter (“Voting Members”). Only Voting Members may elect the Board of Directors or vote on issues that come before the Chapter.
Section 2. Board of Director Qualifications
To become a member of the Board of Directors, one must be a Voting Member for at least 6 months prior to his or her nomination to the Board and throughout the term of his or her service if elected; nominated for office by the Nominating and Elections Committee and voted into office by a majority of the Voting Members of the Chapter. To be eligible for nomination to the role of President, the Voting Member must currently be a member of the Board of Directors and must have served on the Board for at least one (1) year prior to his or her nomination.
Section 3. Nomination Process
In any year where there will be a vacancy on the Board of Directors, the President, with the approval of a majority of the then current Board, will appoint the Nominating and Elections Committee and its Chair before the September general meeting. The Committee will consist of not less than three (3) nor more than five (5) Voting Members of the Chapter who are not then eligible to run for election. No more than one (1) current Board member may serve on the Nominations and Elections Committee. The Nominating and Elections Committee will be responsible for preparing and submitting to the membership nominations to the Board of Directors as set forth in these Bylaws, explicitly stating all Officers standing for election and the role in which they have agreed to serve if elected.
At the September general meeting of the Chapter, the President will announce the upcoming election, explain the election process, introduce the Nominations and Election Committee and its Chair and request any Voting Member of the Chapter who is interested in running for election to the Board to notify the Chair of the Nominations and Elections Committee of their interest by October 15.
As soon after the September general meeting as possible, the Secretary will email all members of the Chapter a notice of the upcoming election. This notice will include the number of upcoming vacant seats, the names of the Nominations and Elections Committee and contact information for the Chair of Committee. The notice will invite Voting Members of the Chapter to notify the Chair of the Nominations and Elections Committee by October 15 of either their interest in serving on the Board or their identification of other Chapter Members for consideration by the Nominations and Elections Committee.
The Nominations and Elections Committee will review all qualified nominees proposed by the Voting Members and any qualified candidate they deem appropriate. At least 5 days prior to the November general meeting, the Nominations and Elections Committee will submit to the President, in writing, the names of one or more candidates for each Board seat to be elected. The President will announce the slate proposed by the Nominations and Elections Committee at the November general meeting. Election results will be announced in December. Installation will take place in January.
Section 4. Elections
As soon after the November general meeting as possible, the Secretary will email ballots to all Voting Members in good standing. The ballots will include the positions open for election, the candidates running for those positions and the date by which ballots must be received by the Secretary in order to be counted in the election.
After that date, the Secretary will count the ballots, advise the current President of the outcome and announce the results at the December Annual Meeting. In the event there is only one (1) candidate for each office, the Secretary may cast a unanimous ballot for all candidates nominated by the Nominations and Elections Committee.
The Secretary will so note these proceedings and record them in the Minutes of the Annual Meeting.
Section 5. Terms, Re-election and Vacancies
Each Officer and Director shall take office on the first date of the calendar year and shall serve until his or her successor is duly elected or, in the case of a vacancy, appointed. Terms for all Board members are two years.
All Officers (other than the President who automatically will serve on the Board as immediate Past President without standing for election) will be eligible for re-election to the same office for a total of two (2) two year terms or to such other office as he or she so seeks, provided that such current Officer remains qualified to be a member of the Board of Directors and receives a vote of confidence from a majority of the then current Board. The Nominations and Elections Committee will include any current Board member meeting these criteria as a candidate nominated to stand for election or re-election to the position sought. More than one candidate may be nominated by the Nominations and Elections Committee for each vacant position.
Any vacancy on the Board may be filled by Presidential appointment, subject to a majority vote of approval by the Board. The appointment as so approved will be effective until the next Board election, when the seat will be filled by the election process set forth in these Bylaws. The appointment period will not count toward the term limit for membership on the Board or service as an Officer.
Section 6. Removal
Any Officer or Director may be removed for cause or no cause by the vote of a two-thirds (2/3) of the Board then in office at a regular or Special meeting called for that purpose. Any such Officer or Director proposed to be removed shall be entitled to at least five days’ prior written notice by mail of the proposed removal and the meeting time and place at which such removal is to be voted upon. Such Officer or Director shall be entitled to appear before and be heard at such meeting.
In addition to reasons that constitute “cause” under New York law, missing fifty-one percent (51%) or more of the total meetings of the Board of Directors held in a given year, without reasonable cause, or breaching the confidentiality of Board businesscan be determined by the Board of Directors, in its sole discretion, to constitute cause for removal under this section. The Secretary shall record such events in the Minutes of the Board meeting.
Section 7. Resignation
Any Officer, Director or Board-Appointed Advisor may resign at any time by giving 60 days’ prior written notice to the President. The Board of Directors, in its sole discretion, may accept the resignation as effective upon an earlier date than is stated in such notice.
Section 8. Board of Directors Meetings
Meetings of the Board of Directors will be at the places and times decided by a majority vote of the Board. A quorum of the entire Board of Directors must meet at least 6 (six) times per year either in person or by conference telephone.
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. The Secretary shall provide at least 10 days’ notice of such meeting and record the events of such meeting in the Minutes of the Board Meeting.
Questions about Board proceedings at meetings shall be determined by good judgment and consensus on the part of the President and other Board members. If consensus cannot be reached, Robert’s Rules of Order (as revised) will be used unless such rules conflict with the laws of the State of New York.
All Board business conducted under the name of the Chapter is confidential unless otherwise stated. All Board Meetings shall be open to all Voting Members of the Chapter. The single exceptions are Executive Sessions or a Special Meeting in which the President, with the unanimous consent of the Board, shall declare the meeting closed.
Section 9. Action by the Board of Directors Without a Meeting
Any action required or permitted to be taken by the Board of Directors (or any committee thereof) may be taken without a meeting if all members of the Board of Directors (or any committee thereof) consent in writing to the adoption of a resolution authorizing the action. The resolution and the written authorization shall be filed with the Minutes of the proceedings of the Board of Directors (or any committee thereof).
Section 10. Quorum
A majority of Board members shall constitute a quorum for the purpose of transacting the business of the Chapter. All actions of the Board of Directors shall be taken by consensus, or if a consensus cannot be achieved, by a simple majority vote.
DUTIES OF BOARD OF DIRECTORS AND APPOINTEES
Section 1. Responsibilities of the Board of Directors
The Board of Directors shall provide leadership and oversight in pursuit of the Chapter’s stated goals. It shall determine fees at organization-sponsored events, keep the members informed of all activities of the Chapter, plan and support programs and activities consistent with the Chapter’s purposes and develop the policies and procedures necessary to conduct the business of the Chapter effectively. The Chapter’s Officers lead the Board of Directors and include a President, the immediate Past President, if available or another Past President, a Secretary, a Treasurer and any other Officers as the Voting Members of the Chapter may elect. One person may hold more than one office in the Chapter, except that one person may not hold both the office of President and Treasurer. An instrument that is required to be signed by more than one Officer may not be signed by one person in more than one capacity. All Officers shall serve until their successors assume office.
Section 2. President
The President will be the chief executive officer of the Board of Directors and an ex-officio member of all committees. The President shall provide general supervision of the affairs of the Chapter, shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the Chapter. He/she will preside at all meetings of the Board and of the Chapter and shall appoint another Officer to conduct any meeting at which he or she will not be present. The President shall sign any instruments or documents that may lawfully be executed on behalf of the Board and shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.
Section 3. Immediate Past President (Past President)
The Immediate Past President (or another Past President if the Immediate Past President is unavailable) shall be a full voting member of the Board and shall provide guidance and support to the Board regarding activities of the Chapter and ensure that the policies and practices established by the ICF and the Chapter are followed.
Section 4. Secretary
The Secretary will maintain the official minutes and records of the proceedings of the Board and the Chapter. The Secretary shall arrange for mailing or emailing of official correspondence and shall conduct the Chapter’s elections as set forth in Article III, Sections 3-5 of these Bylaws. The Secretary also will maintain a corporate binder of the Proceedings of the Chapter and shall have the corporate binder present at all meetings of the Board and Chapter membership. The corporate binder shall include meeting agendas, Minutes, policies, procedures, Board decisions, guidelines, financial reports and other proceedings of the Board and Chapter membership. The Secretary will perform such other duties or execute such documents as assigned to him or her by the President or the Board of Directors.
Section 5. Treasurer
The Treasurer shall perform all the Chapter’s financial transactions and keep accurate records of the Chapter’s accounts. The Treasurer will submit a financial accounting at each Board meeting, file an annual report to the ICF in a format consistent with ICF requirements and cause the preparation and filing of any documents required under state or federal law. The Treasurer shall be authorized to sign routine financial documents and any instruments or documents that may lawfully be executed on behalf of the Board. The Treasurer also shall perform such other duties as shall from time to time be assigned to him or her by the President or the Board of Directors.
Section 6. Director
The Director role is a flexible position that allows for creative responsibility. Elected Directors will consult with the Board and determine how they will contribute to the Chapter during their term in office, i.e.: as Director of Programming, Director of Membership, Director of Regulatory Affairs, etc.
Section 7. Board-Appointed Advisors
From time to time, the President may appoint any number of persons as advisors to the Board to act either singly or as part of a committee or committees. Each such Board-Appointed Advisor shall hold office at the pleasure of the Board of Directors and shall have only such authority or obligations as the Board of Directors may determine from time to time. The appointment of any Board-Appointed Advisor must first be recommended by the President and receive the approval a majority of the Board. Board-Appointed Advisors shall conform to the same confidentiality understandings as do members of the Board of Directors.
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 Chapter. Each committee will serve at the pleasure of the President and will have only such authority or obligations as the President may determine from time to time. The establishment or dissolution of any committee must first be recommended by the President and receive the approval of the majority of the Board.
Section 1. Qualification
The Chapter will be comprised of Voting Members (as defined in Article III, Section 1 of these Bylaws) and non-Voting Members. Non-members may attend monthly meetings upon payment of applicable fees but are entitled to no benefits of membership whatsoever. ICF members in good standing may attend the meetings of more than one ICF Chapter or Charter Chapter but may be an affiliate of only one chapter. The Board, from time to time, may create non-voting classes of affiliation with the Chapter.
Section 2. Activity Fee-Paid Members
Members of the Chapter who pay an annual Activity Fee to the Chapter but either have not selected ICF–Long Island as their ICF chapter affiliation or are not current in the payment of their annual ICF membership dues shall be entitled to those benefits and services as determined by the Board of Directors from time to time; provided, however, they shall not be eligible to vote on matters that come before the Chapter. The Board of Directors shall determine the Activity Fee amount annually.
Section 3. Voting
All Voting Members of the Chapter are eligible to cast one vote on any issue presented to the membership for a vote. Voting may be by ballot, electronic mail or any reasonable means as determined by the Board. Unless otherwise specifically provided by these Bylaws, the vote by a majority of Voting Members shall govern on any matter presented to the membership for approval.
Section 4. Termination of Membership
The Board of Directors by an affirmative two-thirds vote may expel any member for cause.
Section 5. Transfer of Membership
Membership in the Chapter is not transferable or assignable.
Section 6. Annual Meeting
The Annual Meeting of the members of the Chapter shall be held in the month of December for the purpose of announcing the results of the election of Officers and Directors and transacting any such other business as may properly come before the meeting.
Section 7. Special Meetings
Special Meetings of Chapter members may be called at any time by the President, and shall be called by the President or Secretary at the written request of a majority of the Board of Directors or upon the written request of one-tenth of the Voting Members of the Chapter.
Section 8. Notice of Meetings
Notice of the Annual or any Special Meeting of the members shall state the purpose or purposes of the meeting and the time and place where it is to be held. Such Notices shall be mailed, personally delivered, e-mailed or faxed to each Voting Member, not less than ten (10) days or more than thirty (30) days prior to the meeting.
Section 9. Quorum
At any meeting of Chapter members, the presence in person or by conference call or other electronic means of ten per cent (10%) of the Voting Members shall constitute a quorum for all purposes except as otherwise provided by law. The act of a majority of the Voting Members present at any meeting at which there is a quorum present shall be the act of the full membership except as may be otherwise specifically provided by statute or by these Bylaws. A meeting may be adjourned, without further notice to any absent member, by a vote of a majority of the Voting Members present.
Section 1. Bank Account
The funds of the Chapter shall be deposited or kept with a bank or trust company selected by the Board of Directors. Such funds shall be disbursed upon the order or orders of such Officers as may be prescribed by the Board of Directors.
Section 2. Fiscal Year
The fiscal year of the Chapter shall be January 1 through December 31.
Section 3. Compensation
All members of the Board of Directors (Officers and Directors) and Board-Appointed Advisors shall serve without compensation but may be reimbursed for the reasonable expenses incurred in the operation of the Chapter and approved by the President or the Treasurer in the case of expenses incurred by the President.
Section 4. Conflicts of Interest
All Officers, Directors, Board-Appointed Advisors, and committee members shall comply with the Chapter’s Conflict of Interest Policy.
Section 5. Legal Purpose
The Chapter has been organized as a not-for-profit corporation under the New York State Not-For Profit Corporation Law and no part of the net earnings of the Chapter shall inure to the benefit of any member or any Board-Appointed Advisor. In addition,the purposes for which the Chapter 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. Notwithstanding any other provision of these Bylaws, this Chapter will not carry on any activities, which would disallow its non-profit status within the State of New York or under federal law.
Section 7. Dissolution
Upon cessation of operations of the Chapter for whatever reason, the Board of Directors shall promptly proceed to gather the assets, collect any money owed to the Chapter and pay the debts of the Chapter (including amounts owed to members). At such time as the Chapter has paid its debts and settled it obligations or established reserves to pay such debts and obligations, the assets of the Chapter shall be distributed equally to charities or services chosen by the Board of Directors.
Section 8. Indemnification and Insurance
The Chapter shall indemnify such persons as it may indemnify under the New York Not-for- Profit Law, subject to the provisions of such law. The Chapter shall also indemnify any representative against expenses actually and reasonably incurred by such representative in the successful defense of any suit, to the extent required or permitted by such law.
The Board of Directors, by majority vote, may authorize the Chapter to purchase and maintain insurance on behalf of any person who is or was a representative of the Chapter, or is or was serving at the request of the Chapter as a representative of another Chapter, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such.
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 (10%) of the Voting Members of the Chapter. The President shall have the recommended amendments posted on the Chapter’s website for no less than two (2) weeks prior to a vote on the proposed amendments. In addition, the amendments will be emailed 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 Voting Members of the Chapter shall be invited to review the proposed amended Bylaws on the website and vote on the amendments (yea or nay to the totality of amendments as presented) via email by the date set forth in the invitation. Votes received after that date will be deemed invalid and not counted. A proposed amended set of Bylaws shall be considered ratified and effective when affirmatively carried by a simple majority of Voting Members. The President shall see that the official Bylaws, as so amended, are posted on the Chapter’s website. The Secretary will maintain a set of all Bylaws, past and current, in the Chapter’s corporate binder.
(end of Bylaws)
Amended as of ________________