ICF-NJ By-Laws

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PLEASE NOTE:  The ICF-NJ is incorporated with the State of New Jersey as the New Jersey Professional Coaches Association (NJPCA).  In order to more closely identify ourselves as a charter chapter of the International Coach Federation (ICF), we began branding ourselves as ICF-NJ in October 2012.  This was in conjunction with an ICF initiative to have all its member chapters be branded in similar fashion.

By-laws of The New Jersey Professional Coaches Association, Inc.

Amended and Approved as of October 14, 2010

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 Coach Federation (ICF), hereinafter referred to as the Corporation.

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 corporate objectives and purposes
The specific objectives and purposes of the Corporation shall be:

(a) to provide a forum for the development and preservation of professional coaching in New Jersey 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 Membership criteria
As a Charter Chapter of the ICF, any individual may become a member of the Corporation by joining the ICF, paying ICF dues and selecting New Jersey as his or her chapter affiliation.  Except as otherwise provided herein, a member shall continue to be in good standing as long as his or her ICF membership and chapter affiliation remain unchanged.

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 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.

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 or her rights, title and interest in and to the Corporation shall cease on the termination of his or her membership. No member shall be entitled to share in the distribution of the Corporation assets upon the dissolution of the Corporation.

3.4 Termination of membership
The Board of Directors by affirmative vote of two-thirds of all of the members of the Board may expel a member for cause.

3.5 Resignation of members
Any member may resign from the Corporation by delivering a written resignation to the President or Secretary of the Corporation.

3.6 Transfer of membership
Membership in the Corporation is not transferable or assignable.

3.7 Annual meetings
The annual meeting of the members of the Corporation shall be held in the month of October for the purpose of announcing election of directors and transacting such other business as may properly come before the meeting.

3.8 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.

3.9 Place of meetings
The Board of Directors may designate any place, either within or without the State of New Jersey, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting were otherwise called, the place of meeting shall be the registered office of the Corporation in the State of New Jersey.

3.10 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 mailed, personally delivered, e-mailed or faxed, not less than ten days nor more than thirty days before the meeting, to each member entitled to vote at such meeting.

3.11 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 bylaws. 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.

3.12 Manner of acting
A majority 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 bylaws.

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 four and no more than 18 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, 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.
(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, at its annual meeting.  This Chair will establish a committee of at least three (3) and no more than seven (7) 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 Secretary shall email all members in good standing who are eligible to vote 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 September 10.

The Nominations and Elections Committee will, in September, submit to the Board the names of one or more candidates for each board position, for voting in October and installation in January.

4.5 Elections
Before the regular October meeting of the Corporation, the Secretary will email ballots to all members in good standing who are eligible to vote.  The ballots will describe the positions open for election and the candidates running for those positions.  Members will fill out their ballots and email them to the Secretary, who will count the ballots and announce the results at the October meeting.

The Secretary will so note these proceedings and record them in the Minutes of the meeting.

4.6 Removal
Any member of the Board may be removed by a 2/3 vote of the Board.  Any Board member shall call a special meeting for this purpose by informing the Secretary of the Corporation, including providing the reason for removal.  The Secretary shall provide at least 10 days notice of such meeting and record such events in the Minutes of the Board Meeting.

4.7 Terms and Vacancies
Terms for all Board members are two years, except for the President-elect whose term shall be three years; the first year as President-elect, the second year as President, and the third year as Immediate Past President. With the exception of the first election under these bylaws, approximately one-half of the Board positions will be vacated annually.

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.  The President may call a special meeting at any time.  The Board of Directors shall meet at least annually.  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 such events 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 Quorum
A majority 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.

4.10 Chair
At all meetings of the Board of Directors, the President, or in his or her absence, a chair chosen by the directors present, shall preside.

4.11 Conflict of interest
It is recognized that occasions may arise when a member of the Board of Directors or an Officer of the Corporation has a financial interest in a contract or transaction upon which action is to be taken or withheld by such Board of Directors or a committee thereof. It is the policy of the Corporation and of its Board of Directors that:
(a) Any material facts as to such financial interest shall be disclosed by such member or officer to the members of such Board of Directors or committee. Such disclosure shall be recorded in an annual conflict of interest statement signed by such member and officer or, if not previously disclosed in such statement, when the matter at interest comes up for action by such Board of Directors or committee.
(b) The member or officer having such financial interest on any matter shall not vote or use any personal influence in regard to that matter (except that the member may state a position on the matter and respond to questions about it); however, such member or officer may be counted in determining the quorum for the meeting at which the matter is voted upon. The minutes of the meeting shall reflect that the disclosure was made and the abstention from voting occurred.
(c) The Board of Directors or committee may authorize any contract or transaction between the Corporation and any such member or officer, or between the Corporation and any Corporation, association, or other organization in which such member or officer is a Director or officer or has a financial interest, unless such contract or transaction would be in violation of applicable law.

4.12 Compensation
Directors shall not receive any stated salary for their services.

4.13 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.

4.14 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
The officers of the NJPCA shall be President, President-Elect (Vice President), Immediate Past President, Secretary and Treasurer.  The Board of Directors will elect the Secretary and Treasurer.  The President-Elect will be elected by the membership.  All officers will serve until their successors have been duly elected and assume office, except that the President-Elect shall automatically succeed to President and the President shall automatically succeed to the Immediate Past President.

Any two offices, except those of President and Treasurer, may be held by the same person.

5.2  Qualifications of Office
Any NJPCA member in good standing shall be eligible for nomination and election to any office of the NJPCA, provided the member shall have served at least one (1) year as a member of the Board of Directors at any time prior to an elective term of office and will be a member of the Board of Directors during his or her term in office.

5.3   Nomination and Selection of Officers
In accordance with the procedure specified in NJPCA Policy and Procedures manual, the Nominations and Election Committee shall prepare and submit to the membership a nomination for President-Elect of the NJPCA.  Any person so nominated shall have given prior consent to nomination and election as an officer.  The Board of Directors elected for a given year shall select the Secretary and Treasurer from within the Directors elected and serving in that given 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 one (1) year 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 one year terms, provided that each such person will be a member of the Board of Directors during such subsequent terms.  The President-Elect, President and Immediate Past President shall be limited to a one-year term.  The President-Elect succeeds to the office of President automatically and does not stand for re-election.  A President-Elect who fills an unexpired term as President shall be eligible to serve a full one-year term the succeeding year.  The President succeeds to the office of Immediate Past President automatically and does not stand for re-election.

5.6 President
The President shall be the chief executive officer of the Board of Directors, 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 or her by the Board of Directors, and shall be an ex-officio member of all committees.

5.7 President-Elect/Vice-President
During the absence or disability of the President, the President-Elect/Vice-President shall exercise all the functions of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. If the office of the President should become vacant, the President-Elect/Vice-President shall assume such office for the unexpired term. The President-Elect/Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.

5.8 Immediate Past President
The Immediate Past President shall provide guidance and support to the Board regarding activities of the Corporation, and ensure that the policies and procedures established by the ICF and the NJPCA are followed.

5.9 Secretary
The Secretary shall:
(a) keep or cause to be kept a record of all the proceedings of the meetings of members and of the Board of Directors;
(b) cause all notices to be duly given in accordance with the provisions of the by-laws;
(c) perform the duties necessary for nominations and elections as noted in Sections 4.4 and 4.5 of these by-laws.
(d) manage 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.

5.10 Treasurer
The Treasurer shall:
(a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation;
(b) keep or cause to be kept all the books of account of all the business and transactions of the Corporation;
(c) 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 or her transactions as Treasurer, and render a full financial report, based on the books and accounts audited annually by a certified or other public Corporation accountant, or an auditing committee, at the annual meeting of the Board of Directors, and
(d) file an annual report to the ICF in a format consistent with ICF requirements.
(e) in general, perform all duties incident to the office of the Treasurer.

5.11 Removal of officers
Any officer 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, with or without cause. Any such officer proposed to be removed shall be entitled to at least five days notice in writing by mail of the proposed removal and the meeting time and place at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

5.12 Checks and bonds
The President, Treasurer or any other officer designated the Board of Directors shall be authorized to sign checks and drafts and approve the release of electronic payments of the Corporation. Any check, draft or electronic payment that exceeds the amount of $500 must have the signatures or 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 $2,000 without the approval of the Board of Directors.   At the discretion of the Board of Directors, the above officers may also be required to give bond for the faithful discharge of their duties in such sum and with such surety as the Board of Directors may determine, the expense of such bonding to be paid by the Corporation, provided that a bond may be dispensed by the Board of Directors if the monthly average of funds on hand does not exceed $5000.00

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.

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 provided 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 days notice in writing by email 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) 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 or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provision of N.J.S.A. 15A3-4i.

Article 9: Rules of Procedure

The Board of Directors of the Corporation may establish rules of procedure for its meetings, which shall not be inconsistent with these by-laws.  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 liquidation
Upon cessation of operations of the Corporation for whatever reason, 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, the assets of the Corporation shall be distributed equally to selected charities or services chosen by the Board of Directors.

(last revision 10/10)