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BY-LAWS
Adopted April 25, 2003
ARTICLE I
ORGANIZATION NAME
Section 1.
The name of this organization shall be North Carolina Association of Personal and Business Coaches.
ARTICLE II
LOCATION
Section 1.
This organization shall be headquartered in North Carolina’s Capital, Raleigh, NC.
ARTICLE III
PURPOSE
Section 1.
The purpose of the North Carolina Association of Personal and Business Coaches is to improve and further the coaching profession and its practitioners as it contributes to the betterment of the community, the nation, and the planet by responsibly promoting coaching and developing personal and business coaches.
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ARTICLE IV
ORGANIZATION GOALS
Section 1.
To increase the success of its membership.
Section 2.
To improve the skills and effectiveness of its members.
Section 3.
To raise the awareness of the wider community about the coaching profession.
Section 4.
To provide a network through which its members can learn of and share opportunities.
Section 5.
To provide a forum wherein the members can discuss issues of professional concern
Section 6.
To provide the opportunity for its members to collaborate in providing resources and solutions for their clients.
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ARTICLE V
ORGANIZATION GOVERNANCE
Section 1.
Governing Body
The operations of the organization shall be governed by an elected seven-person Board of Directors. 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 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 further set and collect membership dues, determine fees at organization-sponsored events, and develop the policies and procedures necessary to conduct the business of the organization effectively.
Section 4.
Nominations
Nominations for election to the Board shall be made by a Nominating 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 Nominating Committee in October of the year before 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 Nominating Committee of their interest in serving on the Board by October 31.
The Nominating 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, who 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 5/7 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 are two years. With the exception of the first election under these by-laws, seats will vacate at four per year and three per year, alternately.
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. The single exception is Special Meetings 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 North Carolina.
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 (4/7) of Board members shall constitute a quorum for the purpose of transacting the business of the organization.
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) (3) 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)(3) of the Internal Revenue Code of a954 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)(3) 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.
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ARTICLE VI
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.
Vice President/President Elect
In case of the absence or disability of the President, or at his/her request, the Vice President shall perform all of the duties of the President. The Vice President shall perform such duties and have such authority as from time to time may be assigned by the President or the Board.
Section 3.
Secretary/Archivist
The Secretary/Archivist 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/Archivist shall maintain a binder of the Proceedings of the North Carolina Association of Personal and Business 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 4.
Treasurer
The Treasurer shall perform the organization’s official financial transactions and keep accurate books of the organization’s accounts. The Treasurer will present for the Board a Financial Report at its meetings. The Treasurer will file appropriate tax and other documents to the NC Department of Revenue and the IRS, on time, as required by law.
Section 5.
Delegation of Officers’ Duties
The President or Board (by majority vote) may delegate any officer’s duties to any other member of the Board when they deem such action to be appropriate.
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ARTICLE VII
ORGANIZATION MEMBERSHIP
Section 1.
Qualification
In order to qualify as a voting member of the organization and/or serve as a Member of the Board , an individual must:
(1) agree to be bound by the Articles of Incorporation, these By-laws, and any rules, regulations
and policies which the Board of Directors may from time to time adopt,
(2) must be a member of the International Coach Federation (ie, continue to pay annual dues
directly to the International Coach Federation as determined by the International Coach
Federation Board of Directors), and
(3) complete an application for NCAPBC membership and submit it to the NCAPBC Board member of
Directors, and
(4) upon acceptance pay participation fees to the North Carolina Association of Personal and
Business Coaches as determined by the Board.
Section 2.
Voting
All qualified members of the organization are eligible to vote on any issue presented to the membership for a vote. Voting membership in the organization is personal and is not transferable. No voting member may vote in any election of the organization who is not in good standing thirty days prior to such election.
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ARTICLE VIII
AMENDMENTS TO THESE BY-LAWS
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/Archivist will maintain a set of all by-laws, past and current.
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