BY-LAWS OF THE NEW JERSEY PROFESSIONAL COACHES ASSOCIATION, INC.
Amended and Approved as of September 24, 2025
Article 1: General
1.1 Name
The name of the Corporation is NEW JERSEY PROFESSIONAL COACHES ASSOCIATION, INC. (NJPCA), a Charter Chapter of the International Coaching Federation (ICF), hereinafter referred to as the Corporation. With effect from October 2014, the Corporation adopted ICF New Jersey as a “Doing Business As” (DBA) name in order to rebrand and more closely affiliate with ICF Professional Coaches (ICF-PC) as a Charter Chapter under the terms of the Charter Chapter Agreement mutually executed by both parties.
For purposes of clarity, the International Coaching Federation Professional Coaches shall be identified as “ICF-PC”, is a 501(c)(6) tax-exempt non-profit organization incorporated under the laws of the State of Nevada, USA, and is separate legal entity from New Jersey Professional Coaches Association, Inc.
1.2 Seal
The Board of Directors may designate and change the form of the seal or the inscription thereon at its pleasure.
1.3 Principal offices
The principal office of the Corporation is located in New Jersey at an address to be designated by the Board of Directors. The Corporation may also maintain offices at such other places as the Board of Directors may from time to time determine.
Article 2: Nonprofit purposes
2.1 Incorporation for nonprofit purposes
The Corporation shall not be organized for profit and no part of the net earnings of the Corporation shall inure to the benefit of any member or individual.
2.2 Specific nonprofit objectives and purposes
The specific objectives and purposes of the Corporation, consistent with the Charter Chapter Agreement, shall be:
(a) to provide a forum for the development and preservation of professional coaching in New Jersey, the Chapter’s assigned territory, and promote integrity among New Jersey professional coaches,
(b) to broaden public awareness and understanding of the capabilities and competencies of professional coaching,
(c) to maintain a professional community which supports its members in creating a high-quality life and a successful coaching practice, and
(d) to provide appropriate charitable services and support for local communities.
Article 3: Membership
3.1 Qualification for Chapter Membership
As a Charter Chapter of the ICF-PC, any individual may become a member of the Corporation by joining the ICF-PC, paying ICF-PC dues and selecting New Jersey as his/ her or their chapter affiliation. Except as otherwise provided herein, a member shall continue to be in good standing as long as his/ her or their ICF-PC membership and chapter affiliation remain unchanged. Eligible member representatives of ICF Coaching in Organizations who have joined ICF-CIO may also become a member of the Corporation by selecting New Jersey as their Chapter affiliation.
The Board may, from time to time, create other non-voting classes of affiliation with the Corporation.
3.2 Activity Fee
Members of the Corporation paying an annual activity fee to the Corporation, in addition to ICF-PC dues, shall be entitled to additional benefits and services as determined by the Board of Directors. The Board of Directors determines the Activity Fee amount annually.
The Board of Directors shall have discretion as to the fees for registration or attendance at meetings of membership or events.
3.3 Rights of members
Each member of the Corporation in good standing shall have the right to cast one vote on all actions for which members have the right to vote. The right of a member to vote and all his/ her or their rights, title and interest in and to the Corporation shall cease on the termination of his/her or their membership. 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. No member shall be entitled to share in the distribution of the Corporation assets upon the dissolution of the Corporation.
3.4 Duties of members
Each member of the Corporation in good standing shall be required to comply with these By-Laws 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; 2) agree to be subject to and bound by the Ethical Conduct Review Process of the ICF, as may be amended from time to time; and 3) timely pay all dues, fees and other assessments as may be required as a condition of membership in the ICF-PC and the Chapter.
3.5 Termination of membership
The Board of Directors, in accordance with our Charter Chapter Agreement, by affirmative vote of two-thirds of all of the members of the Board may expel a member for cause.
3.6 Resignation of members
Any member may resign from the Corporation by delivering a written resignation to the President or Secretary of the Corporation or through resignation or non-renewal of membership with ICF-PC or ICF Coaching In Organizations. Any resigning member shall remain liable for payment of any outstanding dues, fees or other assessments of the ICF-PC and the Chapter.
3.7 Transfer of membership
Membership in the Corporation or ICF-PC is not transferable or assignable.
3.8 Annual meetings
At a minimum, the Corporation shall host one annual meeting {date and time to be determined by the Board}. This meeting can be held in person or virtually using technology, as determined by the Board. The purpose of the meeting is to announce the incoming Board; provide a financial update; and transact such other business as may properly come before the meeting.
3.9 Special meetings
Special meetings of the 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 by the written request of one-tenth of the members of the Corporation.
3.10 Place of meetings
All meetings will be held in the State of New Jersey or utilizing distance-based technology that allows communities of members to gather regardless of where they are at the time of the meeting.
3.11 Notice of meetings
Notice of the annual or any special meeting of the members stating the purpose or purposes of the meeting and the time and place where it is to be held shall be e-mailed, not less than ten days nor more than thirty days before the meeting, to each member entitled to vote at such meeting.
3.12 Eligibility for Attendance
Members of the Corporation in good standing may attend meetings of the membership, whether regular or special. At the sole discretion of the Corporation’s Board of Directors, additional non-member guests may be invited to attend.
3.13 Rules of Order
The Corporation’s Board of Directors shall determine the rules of order and procedure to be applied at meetings of the membership.
3.14 Quorum
At any meeting of the members of the Corporation, the presence in person of five per cent (5%) of the members entitled to vote at such meeting shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the full membership except as may be otherwise specifically provided by statute or by these By-Laws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by a vote of a majority of the members present in person without notice other than by announcement at the meeting and without further notice to any absent member.
3.15 Manner of acting
A simple majority (i.e., 51%) of the votes entitled to be cast on a matter to be voted upon by the members present at a meeting at which a quorum is present shall be necessary for the adoption of the matter thereof unless a greater proportion is required by law or by these By-Laws.
Article 4: Corporation Governance
4.1 Governing Body
The operations of the Corporation shall be governed by an elected Board of Directors of no less than three (3) and no more than sixteen (16) members. These Directors shall be elected by a vote of members in good standing.
4.2 Director Qualifications
To be a Director, one must be a member in good standing of the Corporation, nominated for office by the Nominating and Elections Committee, preferably hold an ICF credential and be voted into office by a vote of members of the Corporation.
4.3 Duties, powers and committees
(a) The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, for keeping the organization informed of all activities of the Corporation, and for planning and supporting programs and activities consistent with the Corporation's purposes and in accordance with the terms and conditions of the Charter Chapter Agreement between the Corporation and ICF-PC.
(b) The Board of Directors may create and appoint committees to assist the Directors in the conduct of the Corporation's affairs.
4.4 Nominations and Elections
The Board of Directors shall select a Nominations and Elections Committee Chair from among the Board members, typically the President Elect. This Chair will establish a committee of at least three (3) and no more than five (5) members, the majority of which will be non-Board members. The Nominations and Elections Committee shall make nominations for election to the Board of Directors.
The Nominations and Elections Committee shall ensure all members in good standing who are eligible to vote receive a notice of the coming election including the number of coming vacant positions, and invite these members to notify the Nominations and Elections Committee of their interest in serving on the Board by the deadline specified in the notice.
The Nominations and Elections Committee will, in third quarter, submit to the Board the names of one or more candidates for each open board position, for voting and installation in January.
4.5 Elections
No later than 30 days after the candidates have been placed onto the slate, the Nominations and Elections Committee will ensure an election ballot survey is sent to all members in good standing who are eligible to vote to their email on file with ICF-PC which is considered the official email for electronic notifications. The ballot survey will describe the positions open for election and the candidates running for those positions. Members will fill out their ballot survey and submit their vote. The results will be sent to the Nominations and Elections chairperson who will summarize the results and announce them to the Board and, subsequently, to the full membership. The new Board members will be announced at the annual meeting and a record of the proceeding with be captured in the meeting minutes.
4.6 Removal
Any member of the Board may be removed by a 2/3 vote of the Board for a legitimate reason with justification. Any Board member shall call a special meeting for this purpose by informing the President and / or Secretary of the Corporation, including providing the reason for removal. At least 10 days’ notice of such meeting will be provided and record of such events in the Minutes of the Board Meeting.
4.7 Terms and Vacancies
Terms for all Board members are two years. With the exception of the first election under these By-Laws, approximately one-half of the Board positions will be vacated annually.
No Director may serve more than three (3) consecutive terms in the same role on the Board without a one year break in service.
A Director may resign from the Board at any time by giving notice in writing to the President or Secretary. Such resignation shall take effect at the time specified in the notice or upon receipt by the President or Secretary where no effective date is specified. Any vacancy on the Board may be filled by Presidential appointment, subject to a majority vote of approval of the Board. The appointment so approved will pertain until the following December, when the seat will be filled by the normal election process.
4.8 Board of Directors Meetings
Meetings of the Board of Directors will be at the places and times decided by majority vote of the Board. Except where otherwise prohibited by law, members of the Board of Directors may participate in any meeting by means of a conference telephone call or similar electronic or video communications equipment by means of which all participating members may hear each other simultaneously, and participation by such means shall be conclusively deemed to constitute presence in person at such meeting. The Board of Directors shall meet at least annually (4 times per year). The schedule of such meetings will be shared at the beginning of the calendar year for the year which will service as notice of the meetings. 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. At least 10 days’ notice of such meeting will be provided and such events recorded in the Minutes of the Board Meeting.
All Board Meetings shall be open to all qualified members of the Board and invited guests. Minutes of all Board Meetings shall be made available to all qualified members.
4.9 Waiver of Notice for Special Meeting
A Director’s attendance at any Special meeting of the Corporation shall constitute a waiver of notice of such meeting, except where attendance at the meeting by the Director is for the purpose of objecting to the called or convened meeting.
4.10 Action by Unanimous Consent.
Where permitted by applicable law, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent to such action is signed by all members of the Board and such unanimous written consent is filed with the minutes of the Board’s meeting. Written consent may be provided electronically.
4.11 Quorum
A majority (51%) of the directors shall constitute a quorum for the transaction of business, and all actions of the Board of Directors shall be taken by consensus, or if a consensus cannot be achieved, by a majority vote. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such meeting.
4.12 Chair
At all meetings of the Board of Directors, the President, or in his/her/their absence, a chair chosen by the directors present, shall preside.
4.13 Conflict of interest
The Corporation recognizes that, from time to time, Directors may have a Conflict of Interest. These circumstances are addressed in the Corporation's Conflict of Interest Policy and procedures.
4.14 Confidentiality
Directors shall regard the business of the Corporation as confidential and not for disclosure with outside parties.
4.15 Compensation
Directors shall not receive any stated salary or financial compensation for their services but may be reimbursed for documented out-of-pocket costs and expenses as budgeted and approved by the Board.
4.16 Legal Purpose
Not withstanding any other provision of these articles, the purposes for which the Corporation is established are exclusively as a business league to promote the business of coaching 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.
4.17 Excluded activities
Notwithstanding any other provision of these articles, this Corporation 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.
Article 5: Officers
5.1 General Provisions
(a) The officers of the Corporation shall be President, Immediate Past President, Secretary and Treasurer. The Secretary and Treasurer will be elected by the membership. All officers will serve until their successors have been duly elected and assume office.
(b) Any two offices, except those of President and Treasurer, may be held by the same person.
5.2 Qualifications of Office
Any member in good standing of the Corporation shall be eligible for nomination and election to any office of the Corporation, provided the member is a member of ICF-PC and must have, maintain, or obtain an ICF credential within one year and will be a member of the Board of Directors during his/her/their term in office.
5.3 Nomination and Selection of Officers
In accordance with the procedure specified in the Corporation's Policy and Procedures manual, the Nominations and Election Committee shall prepare and submit to the membership a nomination for any officer positions coming open in the following year.
5.4 Term of Office
Each officer shall take office on the first date of the calendar year and shall serve for a term of two (2) years or until a successor is duly elected and qualified.
5.5 Re-election
The Secretary and Treasurer shall be eligible for re-election to the same office for subsequent terms, provided that each such person will be a member of the Board of Directors during such subsequent terms.
5.6 President
The President shall be the elected chief executive officer of the Corporation and shall preside at all meetings of the Board of Directors and of the members of the Corporation, shall have general charge of the business, affairs and property of the Corporation in its general operation, shall do and perform such other duties as may be assigned to him/her or them by the Board of Directors, and shall be an ex-officio member of all committees.
5.7 Chair of the Past President’s Advisory Council
The Immediate Past President is named to this position and shall provide guidance and support to the Board regarding activities of the Corporation, as needed.
5.8 Secretary
The Secretary will:
(a) keep or cause to be kept a record of all the proceedings of the meetings of members and of the Board of Directors, or request another Board member to do so;
(b) cause all notices to be duly given in accordance with the provisions of the By-Laws;
(c) support the duties necessary for nominations and elections as noted in Sections 4.4 and 4.5 of these By-Laws.
(d) oversee the individual who manages the email lists for the Board and Members, as owner of the lists, with authority to approve or reject postings.
(e) in general, perform all duties incident to the office of the Secretary.
5.9 Treasurer
The Treasurer will:
(a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation;
(b) render to the President, or the Board of Directors, and to the members, whenever requested, a statement of the financial condition of the Corporation and of all his/her/their transactions as Treasurer, and render a full financial report, based on the books and accounts subject to an independent review at the annual meeting of the Board of Directors, and
(c) file an annual report to the ICF-PC in a format consistent with ICF-PC requirements.
(d) in general, perform all duties incident to the office of the Treasurer.
5.10 Removal of officers
An officer, including the President, may be removed from office by the affirmative vote of two-thirds of the Board of Directors at a regular or special meeting called for that purpose, for cause and where the best interests of the Corporation will be served. Any such officer proposed to be removed shall be entitled to at least ten days’ notice of the proposed removal and the meeting time and place at which such removal is to be voted upon and will be entitled to appear before and be heard at such meeting.
5.11 Checks and bonds
The President and Treasurer shall be authorized to sign checks and approve the release of electronic payments of the Corporation. A third officer, with board approval, can be named as an additional authorized signatory to perform these duties in the event the president or treasurer are not available. Any check or electronic payment that exceeds the amount of $1,000 must have the authorization of at least two of the above officers. No officers or Directors shall legally obligate (verbally or by written contract) the Corporation for any financial obligation in excess of $1,000 without the approval of the Board of Directors.
Article 6: Committees
6.1 Appointment
The Board of Directors shall appoint all committees except the Nominations and Elections committee, which shall be established as described in Section 4.4 of these By-Laws.
6.2 Standing committees
There shall be the following standing committees: (1) Nominations and Elections Committee.
6.3 Special committees
Special committees may be appointed from time to time by the Board of Directors. Committees can be comprised of members in good standing and / or non-members. Regardless of membership status, all committee members must adhere to the ICF Code of Conduct and Ethical Standards. Further, to chair a committee one must be a member of the Corporation.
The Board may establish by a vote of the full Board an Executive Committee to act on behalf of the Board, where necessary, between regular Board meetings. The Executive Committee may not amend the By-Laws, elect, appoint or terminate Board members, commit the Corporation to financial obligations beyond provisions in Section 5.12 or dissolve the Corporation. Minutes of an Executive Committee meeting should be prepared and distributed within a week of such meeting. Such minutes should be confirmed by a vote of the full Board at the next Board meeting.
6.4 Special interest groups
Groups of members formed to pursue common interests may be recognized from time to time by the Board of Directors.
Article 7: Amendments
7.1 By Board of Directors
Except as noted in Section 7.2, the Board of Directors shall have the power to amend or alter the By-Laws by an affirmative vote of two-thirds of the Board of Directors, at any regular or special meeting called for the purpose. Any member of the Corporation shall be entitled to at least five business days’ notice of the proposed amendment and of the meeting time at which such amendment is to be voted upon, and shall be entitled to appear before and be heard at such meeting.
7.2 By members
Individual members shall have the power to amend or alter the By-Laws, if the proposed amendment or alteration is approved by the affirmative vote of two-thirds of the individual members in good standing of the Corporation at a special meeting called for the purpose upon not less than fourteen (14) business days prior notice.
Article 8: Indemnification and Insurance
8.1 Scope of indemnification
The Corporation shall indemnify such persons as it may indemnify under the New Jersey Nonprofit Corporate Law at N.J.S.A. 15A:3-4, subject to the provisions of such law. The Corporation shall also indemnify any representative against expenses actually and reasonably incurred by such representative in the successful defense in any suit, to the extent required by law.
8.2 Insurance
The Board of Directors may authorize, by a vote of a majority of the whole Board of Directors, the Corporation to purchase and maintain insurance on behalf of any person who is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her or they her and incurred by him/her or them in any such capacity, or arising out of his/her or their status as such, whether or not the Corporation would have the power to indemnify him/her or them against such liability under the provision of N.J.S.A. 15A3-4i.
Article 9: Rules
9.1 Procedures
The Board of Directors of the Corporation may establish rules of procedure, policies and programs for conducting the business of the Corporation which shall not be inconsistent with these By-Laws or its Charter Chapter Agreement. The rules of procedure may be suspended by majority vote of those present and voting at any meeting.
Article 10: Miscellaneous
10.1 Bank account
The funds of the Corporation 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.
10.2 Fiscal year
The fiscal year of the Corporation shall be January 1 through December 31.
10.3 Distribution of assets
Upon cessation of operations of the Corporation that results in a dissolution of the Corporation, the Board of Directors shall promptly proceed to gather the assets, collect any amount owed to the Corporation, and pay the debts of the Corporation (including amounts owed to members). At such time as the Corporation has paid its debts and settled its obligations or established reserves for or otherwise made provision to pay such debts and obligations, in accordance with IRS requirements, the assets of the Corporation shall be distributed to a qualified 501c(x) designated organization, which should be ICF-PC if ICF-PC is in existence at the time. In the event that the Corporation’s relationship with ICF-PC is either revoked or surrendered, thus ending the relationship between the two parties, the Board of Directors shall promptly proceed to distribute to ICF-PC, unless otherwise agreed between the Corporation and ICF-PC, those funds associated with the member rebate or marketing funds provided by ICF-PC to the Corporation. The balance of the Corporation’s assets shall remain with the Corporation. Notwithstanding any other provision in the paragraph, in no way shall such distribution be to the financial benefit of any individual officer, director, committee member, or any individual contributor to, or member of, the Corporation.
(last revision September 24, 2025)
