Bylaws of ICF Georgia Charter

ARTICLE 1. OFFICES

The Corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or outside the State of Georgia as the Board of Directors may determine.

ARTICLE 2. PURPOSE

The Corporation may engage in any activity consistent with its designation as a Georgia Non-Profit Corporation and a tax-exempt IRS 501(c)(6) organization. The purpose of the organization shall be to serve as the Georgia chapter of the International Coach Federation and to serve as an association for coaches and those who are interested in the coaching profession.

ARTICLE 3. DIRECTORS

Section 3.1. Management. Subject to these Bylaws of ICF Georgia Charter Chatper, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the Corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the Corporation.

Section 3.2. Number of Directors. The Board of Directors shall fix by resolution the precise number of members of the Board of Directors, provided that the Board of Directors shall consist of not fewer than three (3) nor more than fifteen (15) members. Directors shall be elected annually by the membership and shall serve for a minimum term of one (1) year and until their successors are elected. Any one or more board positions may be held by two individuals in a shared role; provided that having shared board seats shall not cause the total number of board members to exceed 15. A majority of said Directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting.

Section 3.3. Vacancies. The Directors may fill the place of any Director which may become vacant prior to the expiration of his or her term, such appointment by the Directors to continue until the expiration of the term of the Director whose place has become vacant, or may fill any vacant Director positions created by an increase in the number of Directors serving on the Board, such appointment by the Directors to continue for a term of office until the next election of Directors by the members and until the election of the successor.

Section 3.4. Qualifications. To qualify for election as a Director, an individual must be (a) a paid member in good standing of the International Coach Federation, (b) a paid member in good standing of the Corporation, and (c) actively engaged in the profession of coaching, in training as a coach, or directly serving the coaching profession.

Section 3.5. Nominations. A slate of nominees for the Board of Directors shall be created annually by a Nominating Committee consisting of (a) the Immediate Past President(s), (b) the current President(s), and (c) the President(s) elect. The Nominating Committee shall advise all members of the Corporation of the upcoming election and solicit nominations from qualified members. The Nominating Committee shall review all nominations for qualification to serve and then shall prepare a slate of nominees to be presented to the Board at its October meeting. The Board shall then vote to approve said slate of nominees for presentation to the membership for ratification. In the event that more than one person is nominated for a position, the board shall ratify a slate to include both the unopposed positions and the contested positions, in which two or more candidates are qualified for election.

Section 3.6. Elections. All individual members in good standing shall be eligible to vote via email or other electronic means as designated by the Board to ratify the slate and/or choose among candidates for any contested positions. Voting must be held open for at least ten (10) business days. Votes received after the deadline will not be counted toward the election. The slate must be ratified by a majority of qualified members casting their votes and any contested positions must be elected by a majority of qualified members voting.

Section 3.7. Meetings. The Directors shall meet on a schedule established by the President(s) at the beginning of each calendar year. Special meetings of the Directors may be called at any time by the President(s) or by any two Directors, on five (5) days’ written notice to each Director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof.

Section 3.8. Attendance. Directors shall consistently attend meetings of the Board of Directors. Missing more than three board meetings in a calendar year or more than two consecutive Board meetings constitutes grounds for removal from the Board, and the Board member may be dismissed at the discretion of the President(s).

Section 3.9. Action in Lieu of Meeting. Any action to be taken at a meeting of the Directors, or any action that may be taken at a meeting of the Directors, may be taken without a meeting by email consent if such action is agreed upon by majority vote of the Directors and is reflected in the minutes of the next meeting of the Board of Directors.

Section 3.10. Removal. Any Director may be removed from office, with or without cause, upon the majority vote of the Directors, at a meeting with respect to which notice of such purpose is given.

Section 3.11. Committees. The Board may create committees to effectively and efficiently further the goals of the Corporation and to assist any officer with his or her work. The creation of any standing committee must be approved by a majority of the Board. Ad hoc committees can be established by the office in need of such committee. Committee chairs may attend Board meetings at the discretion of the President(s) with no rights to vote.

ARTICLE 4. OFFICERS

Section 4.1. General Provisions. The officers of the Corporation shall consist at a minimum of a President or Co-Presidents, a Secretary and a Vice President of Finance who shall be elected by the members to serve in said roles at the time they are elected to the Board. The Corporation shall also have such other officers as may be designated by the Board of Directors and elected as provided in these Bylaws of ICF Georgia Charter Chatper. The Board of Directors shall redefine the job descriptions for each office from time to time at its discretion. Each officer shall be elected or appointed for a term of office running consecutively with his or her term as a Director and shall serve for the term of office for which he/she is elected or appointed and until his/her successor has been elected or appointed and has qualified, or until his/her earlier resignation, removal from office or death. Any two or more offices may be held by the same person with the exception of President, Secretary and Vice President of Finance.

Section 4.2. President(s). The President or Co-Presidents, guided by the Corporation’s strategic initiatives (updated every three years), sets the vision for the Corporation and oversees the day-to-day operation as that vision is carried out by all Board and committee members. The President(s) presides at all meetings of the Board and of the membership of the Corporation and is the official communication channel for the Corporation. The President(s) shall sign instruments or documents that are lawfully executed on behalf of the Corporation. The President(s) encourages coach training and credentialing to increase the professionalism of coaching, and promotes the benefits of membership to support membership growth. In case of the absence or disability of the President(s), or at the President’s or Board’s request, the President Elect or one of the Vice Presidents may be appointed to perform some or all of the President’s duties. The President must have served on the Board for one full year in the two years prior to his or her election.

Section 4.3. Secretary. The Secretary supports the President as requested with administrative leadership of the Corporation. The Secretary records the minutes of Board meetings and is responsible for keeping the official records of the Board and the Corporation. Official records include By-Laws, tax status records, incorporation papers, meeting agendas, minutes, policies, procedures, monthly program announcements, Board decisions, guidelines, financial reports and other proceedings of the Board and Corporation. The Secretary may be assigned responsibility for special projects (e.g., Regulatory Affairs Liaison, annual ICF reporting).

Section 4.4. Vice President of Finance. The Vice President of Finance shall oversee and perform the Corporation’s official financial transactions, including check signing, and keeping accurate records of the Corporation’s accounts in accordance with standard financial management practices, using such software and tools as may be necessary and appropriate. The Vice President of Finance shall take the lead in developing the Corporation’s annual budget, shall provide the Board an updated financial report each month and shall participate, with the President, in applying internal financial controls to help ensure the Corporation’s fiscal responsibility.

ARTICLE 5. MEMBERSHIP

Section 5.1. Categories. The Corporation shall have two categories of individual membership: (a) International Coach Federation Member – individuals who are currently dues paying members of the International Coach Federation and (b) Affiliate Member – individuals who are coaches or supporters of the coaching profession but are not members of the International Coach Federation. All individual members of the Corporation shall be eligible to vote provided their dues are fully paid at the time of the election. In addition, the Corporation may create and maintain categories of corporate membership from time to time. Corporate membership shall be open to any Corporation or organization interested in participating in the activities of the Corporation. Each corporate member shall be eligible to cast one vote in the elections of members of the Board of Directors.

Section 5.2. Membership Dues. Membership dues shall run annually from the date of membership. Such dues for each category of individual and corporate membership shall be established and updated from time to time by the Board of Directors in its discretion.

Section 5.3. Termination. A membership may be terminated for cause at the discretion of the Board of Directors, by a majority vote.

ARTICLE 6. GENERAL MEETINGS

Section 6.1. Annual Meeting. The annual meeting of the members shall be held at a time and date to be set by the Board. At the annual meeting the President(s) and Vice President of Finance shall report on the activities and financial condition of the Corporation. The failure to hold an annual or regular meeting at the time fixed herein does not affect the validity of any corporate action.

Section 6.2. Special Meetings. Special meetings of the members may be called and held in accordance with the provisions of Article 7 of the Georgia Non-Profit Corporation Code.

ARTICLE 7. SEAL

The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the Corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him or her or by his/her assistants on the certificates of stock and other appropriate papers.

ARTICLE 8. AMENDMENT

These Bylaws of ICF Georgia Charter Chatper may be amended by two-thirds (2/3) majority vote of the Board of Directors of the Corporation. New Bylaws of ICF Georgia Charter Chatper and amendments shall go into effect upon passing the required votes stated above, except in such case that the Board may request a delayed in-effect date and such delayed in-effect date is also approved by a 2/3 majority of all votes received.