North Bay Coaches ByLaws

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ARTICLES OF INCORPORATION OF
NORTH BAY COACHES
A NON-PROFIT CORPORATION

The undersigned incorporator, in order to form a non-profit corporation under the laws of the state of California, adopts the following Articles of Incorporation:

ONE: The name of this corporation is the North Bay Chapter of the International Coach Federation, also known as North Bay Coaches, hereafter referred to as "NBC";

TWO: The name and address of the registered agent of this corporation are:

THREE: The specific purposes for which this corporation is organized are

A. To increase the success of its membership.

B. To increase the skills and effectiveness of its members.

C. To provide a network through which its members can learn of and share opportunities.

D. To provide a forum wherein the members can discuss issues of professional concern.

E. To provide the opportunity for its members to collaborate in providing resources and solutions for their clients.

F. To raise the awareness of the wider community about the coaching profession.

G. To develop an organization which has at its heart a vigorous coaching culture, which is an incarnation of the values of the profession of coaching, which takes its inspiration and guidance from coaching, and which gives back to the profession of coaching.

H. To provide local representation of the International Coach Federation, its member services and programs.

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code.

FOUR: The number of initial directors of this corporation is nine. Their names and address are as follows:

FIVE: The name(s) and address(es) of the incorporator(s) of this corporation is (are):

SIX: The period of duration of this corporation is perpetual.

SEVEN: The classes, rights, privileges, qualifications, and obligations of members of this corporation are as follows:

This corporation shall have one class of membership. In order to qualify as a member of the organization, an individual must have paid annual dues directly to the NBC as determined by the NBC Board of Directors. The method and time of payment of dues shall be determined, and may be changed, from time to time, by the board of directors. Additional provisions specifying the rights and obligations of members shall be contained in the Bylaws of this corporation pursuant to, and in accordance with, the laws of this state.

EIGHT: Any additional provisions for the operation of the corporation are as follows:

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that this corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles.

Notwithstanding any other provision of these Articles, this corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

The undersigned incorporators hereby declare under penalty of perjury that the statements made in the foregoing Articles of Incorporation are true.
Dated: __________ Incorporator: ______________________

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BYLAWS OF THE NORTH BAY COACHES

ARTICLE I
ORGANIZATION NAME

Section 1. The name of this organization shall be the International Coach Federation North Bay Chapter, d/b/a North Bay Coaches, hereafter referred to as "NBC."

ARTICLE II
ORGANIZATION GOALS

Section 1.
To increase the success of its membership.

Section 2.
To increase the skills and effectiveness of its members.

Section 3.
To provide a network through which its members can learn of and share opportunities.

Section 4.
To provide a forum wherein the members can discuss issues of professional concern.

Section 5.
To provide the opportunity for its members to collaborate in providing resources and solutions for their clients.

Section 6.
To raise the awareness of the wider community about the coaching profession.

Section 7.
To develop an organization which has at its heart a vigorous coaching culture, which is an incarnation of the values of the profession of coaching, which takes its inspiration and guidance from coaching, and which gives back to the profession of coaching.

Section 8.
To provide local representation of the International Coach Federation ("ICF"), its member services and programs.

ARTICLE III
ORGANIZATION GOVERNANCE

Section 1. Governing Body

The operations of the organization shall be governed by an elected Board of Directors of no more than 12 members. These Directors shall be elected by a vote of qualified members.

Section 2. Director Qualifications

To be a Director, one must be a qualified member, nominated for office by the Nominating and Elections Committee, and be voted into office by a vote of the organization members.

Section 3. Duties and Responsibilities of the Board of Directors

The Board of Directors shall provide leadership in pursuit of the organization's stated goals. It shall approve the annual budget and any single capital expenditure over $2000.00. It shall determine fees at organization-sponsored events, and develop the policies and procedures necessary to conduct the business of the organization effectively.

Section 4. Nominations and Elections

Nominations to the Board

Nominations for election to the Board shall be made by the Nominations and Elections Committee consisting of three qualified members (except Board members) of the organization appointed by the President and approved by a majority vote of the Board. The President shall appoint, with the Board's approval, the Nominations and Elections Committee in October of the year in which vacancies will appear on the Board. The Secretary shall email all qualified members a notice of the coming election, including the number of coming vacant seats, and invite qualified members to notify the Nominations and Elections Committee of their interest in serving on the Board by October 31.

The Nominations and Elections Committee will in November submit to the Board the names of one or more candidates for each board seat for voting in December and installation in January.

Section 5. Elections

Before the regular December meeting of the Organization, the Secretary will email ballots to all qualified members. The ballots will describe the seats open for election and the candidates running for those seats. Members will fill out their ballots and email them to the Secretary no later than November 30th. The Secretary will count the ballots and announce the results at the December meeting.
The Secretary will so note these proceedings and record them in the Minutes of the meeting.

Section 6. Removal

Any member of the Board may be removed by a 2/3 vote of the Board. The Secretary shall record such events in the minutes of the Board meeting.

Section 7. Terms and Vacancies

Terms for all Board members will be one year, effective January 1st of the current fiscal year and ending on December 31st of that same year.

Any vacancy on the Board shall 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.

Section 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 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.

All Board Meetings shall be open to all qualified members of the Organization. Notice of scheduled Board meetings shall be posted via email by the Secretary to the membership. The single exception is Special Meeting in which the President, with unanimous consent of the Board, shall declare the meeting closed.

Section 9. Committees

The President may appoint committees, either standing or ad hoc, in order to effectively and efficiently further the stated purposes of the organization. The establishment of any committee must first receive the approval of the Board by way of a majority vote.

Section 10. Meeting Procedures

Questions about Board proceedings at meetings shall be determined by Robert's Rules of Order (revised), except where such rules conflict with the laws of the State of California.

Robert's Rules of Order (revised) may be suspended by a majority vote of the Board or qualified members of the organization present at a meeting at which a quorum is present.

Section 11. Quorum

A majority of Board members shall constitute a quorum for the purpose of transacting the business of the organization. Meetings commencing with a quorum shall be empowered to conclude its business through the end of the meeting notwithstanding the loss of a quorum during such meetings.

Section 12. Legal Purpose

Notwithstanding any other provision of these articles, the purposes for which the corporation 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.

Section 13. Excluded activities

Notwithstanding any other provision of these articles, this organization 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.

Section 14 Dissolution

In the event of its dissolution, the residual assets of the organization will be turned over to one or more organizations which are themselves exempt as described in sections 501 (c)(6) and 170 (c)(2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future IRS codes, or to the Federal, State, or local government for exclusive public use.

ARTICLE IV
DUTIES OF THE ORGANIZATION OFFICERS

Section 1. President

The President shall preside at all meetings of the Board and of the organization. The President shall sign any instruments or documents which may lawfully be executed on behalf of the Board.

Section 2. President Elect

In case of the absence or disability of the President, or at his/her request, the President Elect shall perform all of the duties of the President. The President Elect shall perform such duties and have such authority as from time to time may be assigned by the President or the Board.

Section 3. Past President

The Past President serves a vital role in the chapter, knowing the history and development of policy and procedures. In addition the Past President shall serve as the Chair of the Nominating Committee, and perform such duties and have such authority as assigned by the President or the Board.

Section 4. Secretary

The Secretary shall maintain official minutes and records of the proceedings of the Board and the Organization. The Secretary shall arrange for mailings of official correspondence. The Secretary shall also perform other duties and have such authority as shall from time to time be assigned by the President or Board. The Secretary shall maintain a binder of the Proceedings of the International Coach Federation North Bay Chapter, d/b/a North Bay Coaches, and have the binder present at all meetings of the Board and membership. The binder shall include meeting agendas, minutes, policies, procedures, Board decisions, guidelines, Financial Reports and other proceedings of the Board and organization membership.

Section 5. Treasurer

The Treasurer shall perform the organization's official financial transactions and keep accurate books of the organization's accounts. The Treasurer will present to the Board a Financial Report for approval at its meetings.

ARTICLE V
ORGANIZATION MEMBERSHIP

Section 1. Qualification

In order to qualify as a member of the organization, an individual must:

(1) practice an identifiable form of coaching as part of his/her professional practice or occupation, or be enrolled as a student in a coach training organization;

(2) attend one (1) meeting of NBC prior to membership and as a member must attend four (4) meetings a year;

(3) complete an application for membership and submit it to the NBC Membership Chair along with annual dues as may be determined on an annual basis;

(4) within six (6) months of acceptance into NBC, take all necessary steps to obtain membership in the International Coach Federation;

(5) pay annual ICF dues directly to the ICF as determined by the International Federation Board of Directors;

(6) abide by the NBC Code of Ethics as specified in the ICF Code of Ethics; and

(7) substantially agree with and actively support the mission, direction, values, spirit and coaching culture of the organization.

Section 2. Voting

All qualified members of the organization are eligible to vote on any issue presented to the membership for a vote.

ARTICLE VI
AMENDMENTS TO THESE GUIDELINES

Section 1. Recommendation for Amendment

These Guidelines may be amended when recommended by a committee appointed by the President, or upon a written request from at least ten per cent of the qualified members of the organization. The President shall have the recommended amendments posted on the Organization's web site.

Section 2. Amendment Approval

All qualified members of the organization shall be invited to review the amended by-laws on the web site and prepare to vote on the amendments (yea or nay to the totality of amendments as presented) via email within two weeks of posting on the site. Votes received after that date are invalid. A vote of qualified members shall decide the issue by a simple majority. A proposed amended set of by-laws shall be considered ratified and effective when carried by a majority vote. The President shall see that the official guidelines are so amended and posted on the organization's web site. The Secretary will maintain a set of all by-laws, past and current.

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