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Bylaws

ICF Washington State Bylaws

Article I. Name of this Organization

The name of this organization is ICF WASHINGTON STATE (“ICF WA” or “the Chapter” or “the Organization”).

The Organization is the Washington State Chapter of the International Coach Federation (“ICF”). The Chapter is organized and will be operated under the laws of the State of Washington and is authorized to operate as an ICF Chapter pursuant to the Chapter Agreement issued by ICF Professional Coaches dated 1/1/1998.

The International Coaching Federation Professional Coaches shall hereinafter be identified as “ICF-PC” and is a 501(c)(6) tax-exempt non-profit organization incorporated under the laws of the State of Nevada, USA.

Article II. Purpose

The purpose of the Chapter is to engage in activities within its authorized Territory that are consistent with the policies of and advance the mission of the ICF-PC. The Chapter shall be governed in its operations and activities by a written statement of mission, vision and values, strategic plan and ethics consistent with those established and approved by the ICF-PC.

Article III. Authorized Jurisdiction of the Organization

At all times subject to the terms and conditions of the Chapter Agreement entered into by and between the Chapter and ICF-PC, as well as these Bylaws, the Chapter is authorized to conduct its business, activities and operations in Washington State, hereinafter referred to as “Territory.” The conduct of the authorized business and activities of the Chapter is limited to the above-identified Territory.

Article IV. Membership

Section 1. Qualification for Chapter Membership

Chapter membership shall be limited to ICF-PC Members and eligible member representatives of ICF Coaching in Organizations each of whom shall meet the minimum requirements of membership of the ICF-PC and who must be ICF-PC members in good standing.

The Chapter also has a designation status of Affiliate. Affiliates are not ICF-PC Members. To qualify as an ICF WA Affiliate an individual must support the vision, mission and goals of the Chapter and pay annual dues to the Chapter in the amount established by the Board.

Section 2. Rights, Privileges and Duties of Membership

  1. a. Rights and Privileges of Members: Each Member in good standing shall be entitled to cast one (1) vote on such matters as are properly placed before the Chapter’s voting membership for action, including, but not limited to, the election of the Chapter’s Vice-President/President Elect and its Board of Directors. Each Member in good standing shall also be eligible to serve as an officer or director of the Chapter and as a member of its various committees, subject to such qualifications and/or limitations as may be set forth in these Bylaws.
  2. b. Duties of Members: Each approved Member of the Chapter shall be required to:
    • Comply with these Bylaws and the ICF Code of Ethics and such other rules and requirements as may be adopted from time to time by the ICF-PC and/or Chapter Boards of Directors;
    • Agree to be subject to and bound by the Ethical Conduct Review Process of the ICF-PC, as may be amended from time to time; and
    • Timely pay all dues, fees and other assessments as may be required as a condition of membership in the ICF-PC and the Chapter.

Section 3. Resignation

Any Chapter member may resign his or her Chapter membership by providing written notice to the ICF-PC Membership Director and to his or her Chapter Chair or such other designee as the Chapter may select, provided that any resigning member shall remain liable for payment of any outstanding dues, fees or other assessments of the ICF-PC and the Chapter. Resignation from membership in the ICF-PC will represent a concurrent resignation of membership from the Chapter.

Section 4. Suspension, Removal or Expulsion

In conformity with such policies as may be established by the ICF-PC and/or the Chapter, and subject to the requirements of applicable law, a Chapter member may be suspended, removed or expelled from Chapter membership arising out of:

  • Violation of these or the ICF-PC Bylaws
  • Violation of the policies of the Chapter and/or ICF-PC
  • A violation of the ICF Code of Ethics as determined under the ICF Independent Review Board’s Ethical Conduct Review Process
  • Failure to pay required member dues, fees and/or assessments
  • Conduct in violation of the mission and/or purposes of the ICF-PC and/or the Chapter
  • Such other conduct as places the ICF-PC and/or Chapter in an unfavorable light or is contrary to the best interests of the ICF-PC or the Chapter

All rights and privileges of membership shall immediately cease upon the expulsion, removal or termination of membership.

Section 5. Transferability of Membership

Membership in the ICF-PC and/or the Chapter shall be personal to the member and is both non-assignable and non-transferable to another person or entity. No member of the ICF-PC or the Chapter shall have any equitable or ownership rights or interests in the ICF-PC or the Chapter or their respective properties, funds or assets.

Section 6. Membership Meetings

  1. a. Regular Meetings/Notice: There shall be an Annual General Meeting of the Chapter’s membership. Other regular and scheduled meetings may be held at such times and places as determined by the Board of Directors. Written notice shall be issued not less than thirty (30) days and not more than ninety (90) days prior to the meeting. Notice may be sent by postal service, overnight delivery, electronic mail or by posting on the Chapter website.
  2. b. Special Meetings/Notice: Special General Meetings may be called by the Board of Directors or by the President upon written request signed by at least 10% of the voting membership in good standing. Notice may be sent by email or website posting. Only the business stated in the notice may be conducted.
  3. c. Eligibility for Attendance: Members in good standing may attend meetings. Non-member guests may be invited at the discretion of the Board.
  4. d. Voting: Each member in good standing may cast one (1) vote. Voting may occur in person, by written ballot, electronic ballot, or proxy. A majority vote of eligible members present is required unless otherwise required by law.

  5. e. Voting by Post or Electronic Mail: Voting may be conducted by mail or electronic ballot.

    Quorum: A quorum consists of not less than ten (10%) of the Chapter’s members or 10 people, whichever is less, in good standing and eligible to vote.

  6. f. Telephonic or Electronic Meetings: Meetings may be conducted electronically so long as participants can hear each other simultaneously. Participation constitutes presence in person.
  7. g. Rules of Order: The Board determines rules of order and procedure.

Article V. Dues, Fees and Assessments

Section 1. Chapter Membership and Affiliate Fees

The Board determines the amount and collection method.

Section 2. Meeting Fees/Registration

The Board has discretion regarding meeting or event registration fees.

Article VI. Board of Directors

Section 1. Authority and Responsibility

The business and affairs of the Chapter are managed by the Board, subject to the Chapter Agreement.

Section 2. Board Composition

The Board will consist of not less than five (5) and not more than eighteen (18) voting directors, including Officers, all in good standing.

Section 3. Eligibility

Directors must be members in good standing and have served as ICF WA volunteers for 6 months or on a major initiative.

Section 4. Nominations

A Nominating Committee of three (3) members appointed by the President will create a list of nominees for Board vacancies. The Board reviews and approves the list before presenting to membership.

Section 5. Election

Nominee lists must be provided at least thirty (30) days before the Annual Meeting. Elections may be conducted at the meeting or by mail/electronic ballot.

Section 6. Term of Office

Directors serve two (2) year terms. No more than two consecutive terms without a one-year break. Terms are staggered.

Section 7. Vacancies

Vacancies may be filled by majority vote of the remaining Board members.

Section 8. Removal

A Director may be removed for cause by majority vote after notice and opportunity to respond. Absence from 3 consecutive regular meetings is grounds for removal.

Section 9. Resignation

Directors may resign in writing. Reasonable attempts should be made for succession.

Section 10. Quorum and Action

A majority of Directors in office constitutes a quorum.

Section 11. Voting

Each Director has one vote. Proxy voting is prohibited.

Section 12. Compensation

No compensation; reimbursement allowed per policy.

Section 13. Meetings

The Board meets at least four (4) times per fiscal year.

Section 14. Notice

Regular meetings require fourteen (14) days notice. Special meetings require five (5) days notice.

Section 15. Telephone/Electronic Meetings

Electronic participation counts as presence.

Section 16. Waiver

Attendance constitutes waiver of notice unless objecting.

Section 17. Action by Unanimous Consent

Actions may be taken without meeting if unanimous written consent is obtained.

Article VII. Officers

Section 1. Officers

President, Vice-President/President Elect, Past-President, Chief of Staff/Secretary, Treasurer, Director(s) of Coaching Equity.

Section 2. Eligibility

Ideally one year Board or leadership volunteer experience.

Section 3. Election and Term

Officers serve as outlined:

  • Vice-President/President Elect, President, Past-President: 1-year consecutive terms
  • Secretary/Chief of Staff, Treasurer, Director(s) of Coaching Equity: 2-year terms, maximum two consecutive terms

Vice President automatically succeeds to President.

Section 4. Term Year

January 1 – December 31.

Section 5. Removal

Officers may be removed for cause by majority vote.

Section 6. Vacancies

Filled by majority Board vote.

Section 7. President

Chief elected officer; presides over meetings.

Section 8. Vice President/President Elect

Presides in absence of President.

Section 9. Chief of Staff/Secretary

Keeps minutes and handles notices.

Section 10. Treasurer

Oversees financial statements and reporting.

Section 11. Director(s) of Coaching Equity

Performs duties assigned President or Board.

Section 12. Compensation

No compensation; reimbursement allowed.

Section 13. Executive Director

May be appointed by the Board. Serves as ex-officio non-voting member. May not serve as elected Board member concurrently.

Article VIII. Committees

Section 1. Executive Committee

Consists of President, Vice President/President Elect, Secretary, Treasurer, Director(s) of Coaching Equity, and Executive Director (ex-officio non-voting). Exercises Board powers between meetings.

Section 2. Other Committees

Established or dissolved by Board.

Section 3. Telephone Meetings

Electronic participation permitted.

Article IX. Miscellaneous

Section 1. Rules

Board may establish rules consistent with Bylaws and ICF-PC policies.

Section 2. Fiscal Year

January 1 – December 31.

Section 3. Amendments

May be amended by majority Board vote at meeting or by mail/electronic ballot.

Section 4. Dissolution

Upon dissolution, assets shall be distributed to the ICF-PC or in compliance with local laws. No financial benefit shall inure to officers, directors, committee members, or members.