Bylaws of the San Antonio Chapter ICF Professional Coaches

Article I. Name of Chapter 

The name of the Chapter shall be the ICF San Antonio Chapter, hereinafter referred to as the  “Chapter.” The Chapter is organized and will operate under the laws of the State of Texas and is  authorized to operate as an ICF Chapter pursuant to the Chapter Agreement issued by ICF  Professional Coaches (ICF-PC), dated January 26, 2024, or any subsequent chapter agreements.  

The legal name of this organization is San Antonio Professional Coaches Association of the  International Coach Federation (SAPCA-ICF); however, the public name of the association shall  be ICF San Antonio (ICF-SA). Further, it is understood throughout the rest of this document that  ICF San Antonio, ICF-SA, or “the Chapter” refers to the legal entity SAPCA-ICF.  

The purposes for which the SAPCA-ICF is established are exclusively educational within the  meaning of Section 501c (6) of the Internal Revenue Code of 1954, or the corresponding  provisions of any future U.S. Revenue laws. 

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 International Coaching  Federation and the Chapter. The Chapter shall be governed in its operations and activities by a  written statement of mission, vision and values, and strategy. The Chapter and its members  shall conduct themselves in accordance with the ICF Code of Ethics and other guidelines  established and approved by the Chapter.  

Who We Are 

A community where coaches connect to develop skills and businesses. 

Values (What We Believe) 

a. People First - People are the most important asset 

b. Perspective - The world is full of good 

c. Curiosity - The journey begins with a question 

d. Authenticity - Be your real self 

e. Generosity - Give freely 

Vision  

ICF San Antonio is the voice of professional coaching in metro San Antonio. 

Mission 

Empower coaches to develop their skills and business. 

Coaching Philosophy 

• Coaching is a thought-provoking and creative process that inspires clients to maximize their  personal and professional potential. 

• Empower Through Discovery: Partner with clients to cultivate self-awareness and unlock  their potential through powerful questioning and a safe space for exploration. • Be a Catalyst for Actionable Transformation: Co-create clear goals and design strategies  that bridge the gap between aspiration and achievement. 

• Lifelong Growth: Partner with clients to cultivate a continuous learning environment,  supporting their journey towards personal and professional mastery. 

Article III. Authorized Jurisdiction of the Chapter 

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 the San Antonio metropolitan area, 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.  

a. Member: 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. 

b. Associate: Individuals who join only the Chapter (ICF-SA) but do not join ICF-PC, or  who are ICF-PC members but not in good standing, are referred to as Associates of  the Chapter. 

c. A Member or Associate in good standing is one whose annual ICF-PC (as applicable)  and Chapter dues are paid in full.

Section 2. Rights, Privileges and Duties of Membership 

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 Chair and its Board of Directors. Each Member in good standing shall also  be eligible to serve as an officer or director of the Chapter. Members and Associates  shall be eligible to serve on the Chapter’s various committees, subject to such  qualifications and/or limitations as may be set forth in these Bylaws.  

b. Duties of Members: Each approved Member of the Chapter shall be required to: (1) 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 the  Chapter’s Board of Directors and documented in the Chapter Policy and  Procedures Handbook;  

(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. 

c. Duties of Associates: Each approved Associate of the Chapter shall be required to: (1) 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 Chapter’s Board of  

Directors and documented in the Chapter Policy and Procedures Handbook;  (2) Timely pay all dues, fees and other assessments as may be required as a  condition of membership in the Chapter. 

Section 3. Resignation.

Any Chapter Member/Associate may resign his or her Chapter  membership or associate status by providing written notice to his or her Chapter President or  such other designee as the Chapter may select, provided that any resigning member/associate 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 as a Chapter Member, but the individual may remain as an Associate of the  Chapter. Annual dues previously paid by the Member/Associate are forfeited (non-refundable) when a Member/Associate resigns 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/Associate may be suspended, removed or expelled from Chapter  membership arising out of his or her violation of the ICF-PC or Chapter 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 or, in the case of  Associates, as determined under the review of the Chapter Board, a failure to pay required  dues, fees and/or assessments, conduct in violation of the mission and/or purposes of the ICF PC and/or the Chapter, and 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 (full membership or associate) shall immediately cease upon the  expulsion, removal or termination of membership. Annual dues previously paid by the  Member/Associate are forfeited (non-refundable) when a Member/Associate is suspended,  removed, or expelled from the Chapter.  

Section 5. Transferability of Membership.

Membership in the ICF-PC and/or the Chapter, as  well as Associate status in the Chapter, shall be personal to the Member/Associate and is both  non-assignable and non-transferable to another person or entity. No Member of the ICF-PC or  Member/Associate of 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. 

a. Regular Meetings/Notice: There shall be an Annual General Meeting of the Chapter’s  membership. Other regular and scheduled meetings of the Chapter’s membership may  be held at such time(s) and place(s) as determined by the Chapter’s Board of Directors.  

Written notice of the Annual General Meeting and such other regular membership  meeting(s) will be issued by the Chapter to each member/associate in good standing not  less than fourteen (14) days and not more than sixty (60) days prior to the date of the  scheduled meeting. Such notice may be sent by electronic mail or by posting the notice  on the Chapter website. Such notice shall include, where possible, an agenda for the  scheduled meeting as well as any officer or committee reports. Business to be  transacted at the meeting may not be limited to those items identified on the agenda. b. Special Meetings/Notice: Special General Meetings of the Chapter membership may  be called by the Chapter’s Board of Directors at any time or may be called by the  Chapter President or President-Elect upon receipt of written request signed by at least  20% of the Chapter’s voting membership within thirty (30) days of the filing of such  request. Notice may be sent by e-mail or by posting the notice on the Chapter website.  The business to be conducted at such special meeting shall be stated in the notice, and  no other business may be conducted at that meeting.  

c. Eligibility for Attendance: Chapter Members/Associates in good standing may attend meetings of the membership, whether regular or special. At the sole discretion of the  Chapter Board of Directors, additional non-member guests may be invited to attend.  d. Voting: Each member of the Chapter in good standing, present and otherwise eligible  to vote on matters placed before the membership may cast a single (1) vote on each  such matter. Voting by eligible members may be in person, by written ballot or by  electronic mail ballot where appropriate. Eligible voting members/associates may vote  by proxy executed in writing by the member using a form of proxy prescribed by the  Chapter Board of Directors. Such proxy forms shall be retained with the minutes of the  meeting.  

e. Voting by Post or Electronic Mail: Except where otherwise prohibited by applicable  law, voting by members may be conducted by postal service, electronic mail ballot, or  by the use of an online survey tool.

f. Voting Results: Chapter voting events require a quorum of the Chapter’s voting eligible membership to produce a binding result. A quorum for purposes of undertaking  binding membership action shall consist of not less than ten percent (10%) of the  Chapter’s members or ten (10) people, whichever is less, who are in good standing and  eligible to vote. 

g. Telephonic or Electronic Meetings: Except as otherwise prohibited by applicable law,  meetings of Chapter membership may be conducted by telephone, video conference, or  other electronic means so long as all members participating may hear each other  simultaneously. Participation by electronic, video or telephone conference shall  conclusively constitute presence in person for the purposes of determining a quorum of  membership at such meeting. 

h. Rules of Order: The Chapter’s Board of Directors shall determine the rules of order  and procedure to be applied at meetings of the Chapter’s membership. The Board of  Directors’ decision will be codified in the Chapter Policies and Procedures Handbook. 

Article V. Dues, Fees and Assessments 

Section 1. Chapter Membership fees.

The Chapter Board of Directors will from time to time determine the amount and collection method of Chapter membership fees. The fee structure will be documented in the Chapter Policies and Procedures Handbook. 

Section 2. Meeting Fees/Registration. 

The Chapter’s Board of Directors shall have discretion as to the fees for registration or attendance at Chapter meetings of membership or events.  

Article VI. Board of Directors 

Section 1. Authority and Responsibility.

The business and affairs of the Chapter shall be  managed by and under the direction of a Board of Directors (the Board), subject to the terms  and conditions of the Chapter Agreement between the Chapter and ICF-PC.  

Section 2. Board Composition.  

a. The Board will be comprised of (1) Officers, who provide executive direction and  oversight of the Chapter, and (2) Directors, who oversee the daily execution of key  Chapter activities and functions. 

b. The Board will be comprised of not less than three (3) and not more than twelve (12) officers and directors who are eligible to vote. The number of directors who may  serve on the Board may be increased or decreased by amendment of these Bylaws.  

Section 3. Nominations to the Board of Directors.

The Board shall solicit interest among  qualified Members/Associates and provide an application process. Associates must join ICF-PC  as a precondition to application. Submitted applications shall be reviewed by the Board and a  slate of candidates submitted to the members. The voting should occur by the end of October.  Installation will take effect on January 1^st of the subsequent year.

Section 4. Election Procedures.

All Board members shall be directly elected by a vote of  qualified members/associates no later than 7 calendar days prior to the Annual General  Meeting. If the election of the officers is not held at the time specified herein, such election  shall be held as soon thereafter as may be practical, with the officers continuing to serve until  such election is held and the officers qualified. Vacancies in any officer position, including  President, may be filled by the majority vote of the voting members of the Board at any  meeting of the Board. 

Section 5. Term of Office.

The term year of officers of the Chapter Board shall be from January  1^st to December 31^st,, which is also the Chapter’s fiscal year. Elected Board members shall serve  a two-year (2) term. No Board member may serve more than two (2) consecutive terms  without a one-year break in service. When possible, officer terms shall be staggered to ensure  leadership continuity. 

Section 6. Resignation.

Except as otherwise required by law, a Board member may resign from  the Board at any time by giving notice in writing to the Chapter 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.  

Section 7. Removal.

Any Board member may be removed by the remaining Board members for  cause and where the best interests of the Chapter will be served. The Board member will be  provided with prior written notice of such removal action and be afforded the opportunity to  appear before the Board to respond to the removal action. Such removal shall require a  majority vote of the voting members of the Board.  

Section 8. Vacancies.

A vacancy in any Board position because of death, resignation, removal,  disqualification or otherwise may be filled by the majority vote of the Board for the balance of  the unexpired term.  

Section 9. Quorum and Action by the Board.

Unless a greater proportion or number is  required by applicable law, a majority of the Board members then in office and eligible to vote  shall constitute a quorum for the transaction of Chapter business. If a quorum is present at the  commencement of a meeting, a quorum shall be deemed present throughout such meeting.  

Section 10. Voting.

Each Board member shall have one (1) vote on matters properly submitted  to the Board for a vote. Proxy voting by Board members is prohibited. 

Section 11. Meetings of the Board.

The Board shall meet not less than four (4) times per fiscal  year of the Chapter. Regular meetings shall be held at such time, place and location as may be  determined by the Board. Special meetings of the Board may also be called by the Chapter  President or any three (3) voting members of the Board.  

Section 12. Notice.

Notice of regular meetings of the Board shall be given by the President or  the Secretary of the Chapter to each member of the Board either personally, by postal service, telephone or electronic communication not less than fourteen (14) days prior to the date of the  scheduled meeting. The matters to be discussed and voted upon at any duly called meeting of  the Board shall not be limited to those set forth in the notice. Notice of specially called  meetings of the Board shall be provided to each Board member either personally, by postal  service, telephone or electronic communication not less than five (5) days prior to the date of  the specially called meeting. Matters placed before the Board for discussion and vote shall be  limited to those set forth in the notice.  

Section 13. Telephone/Electronic Meetings.

Except where otherwise prohibited by law,  members of the Board may participate in any meeting by means of an online conferencing tool,  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.  

Section 14. Waiver.

A Board member’s attendance at any meeting of the Chapter Board shall  constitute a waiver of notice of such meeting, except where attendance at the meeting by the  Board member is for the purpose of objecting to the called or convened meeting.  

Section 15. 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 (hard copy or electronic) 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.  

Section 16. Compensation:

Board members will not receive compensation for their services  but may be reimbursed for reasonable and documented out-of-pocket costs and expenses  according to an established Chapter reimbursement policy.  

Article VII. Officers 

Section 1. Officers. The Officers of the Chapter will be comprised of a President, President Elect, Secretary, and Treasurer. The offices of Secretary and Treasurer may be held by the same  person. In addition to the generalized duties and responsibilities detailed below, Officers may  be tasked to assume responsibilities and complete duties as detailed in job descriptions approved by the Board and published separately from these Bylaws.  

Section 2. Eligibility. Subject to the provisions of Article IV, as it relates to defining membership  in the Chapter and ICF-PC, individuals eligible to serve as an Officer shall be members in good  standing of the ICF-PC and the Chapter.  

Section 3. President: The President is the chief elected officer of Chapter and shall preside at all  meetings of the Chapter membership and Board of Directors and shall perform all duties  assigned under these Bylaws, specified in the Chapter Policies and Procedures Handbook, or  assigned to this person by the Board of Directors. 

Section 4. President-Elect: In the absence of the President, the President Elect shall preside at  meetings of the Chapter membership and Board. The President Elect shall perform all duties  assigned under these Bylaws, specified in the Chapter Policies and Procedures Handbook, or  assigned to this person by the Board of Directors. 

Section 5. Secretary: The Secretary shall keep the minutes of the Chapter’s Board of Directors  meetings; see that all notices are duly given in accordance with the provisions of these Bylaws  or as required by law; and in general, shall perform all duties assigned under these Bylaws,  specified in the Chapter Policies and Procedures Handbook, or assigned to this person by the  Board of Directors. The Secretary may be assisted by an Assistant Secretary assigned by the  Board. 

Section 6. Treasurer: The Treasurer shall submit all annual financial statements, audits, and  reports to the Board of Directors and in general perform all duties incident to the office of  Treasurer and shall perform all duties assigned under these Bylaws, specified in the Chapter  Policies and Procedures Handbook, or assigned to this person by the Board of Directors. The  Treasurer may be assisted by an Assistant Treasurer assigned by the Board. 

Section 7. Executive Director: The Board of Directors may choose to appoint or retain the  services of an Executive Director, who shall serve at the approval of the Board. The Executive  Director shall hire, direct, and discharge all other agents and employees and manage and  administer the day-to-day operations of the Chapter. The Chapter may pay compensation to  the Executive Director and to agents and employees for services rendered in reasonable  amounts. The Executive Director shall serve as an ex-officio, non-voting member of the  Chapter’s Board and Executive Committee, where applicable. The Executive Director many not  concurrently serve as an elected member of the Board.  

Article VIII. Directors 

Section 1. Directors. The Directors of the Chapter will be comprised of one or more of the  Director positions detailed below or as determined by a vote of the Board, based on the  Chapter’s needs at any given time. The Board may authorize, by vote, a single person to hold  no more than two Director positions at any given time. In addition to the generalized duties  and responsibilities detailed below, Directors may be tasked to assume responsibilities and  complete duties as detailed in job descriptions approved by the Board and published separately  from these Bylaws. The President may delegate any officer’s duties to any other member of the  Board when deemed such action is appropriate. 

Section 2. Eligibility. Subject to the provisions of Article IV, as it relates to defining membership  in the Chapter and ICF-PC, individuals eligible to serve as a Director shall be members in good  standing of the ICF-PC and the Chapter.  

Section 3. Director of Partnerships: The Director of Partnerships is responsible for developing  and implementing an external relations strategy that meets the needs of the Chapter and aligns  with the ICF mission. The Director of Partnerships connects with, presents at, and builds relationships with outside organizations, business leaders, and associations to bring greater  attention to the work of the chapter and to the coaching profession.  

Section 4. Director of Development. The Director of Development is responsible for developing  an annual education plan for the Chapter as well as overseeing the researching and booking of  speakers for meetings based on topics that satisfy ICF guidelines related to developing coaching  competencies or other topics deemed by the Board to be in the interests of Members. The  Director of Development is also responsible for overseeing the conceiving, securing and  executing of special events including networking events and conferences for the Chapter that  are beyond the regular meetings.  

Section 5. Director of Marketing: The Director of Marketing is responsible for maintaining an  overall marketing and communications plan for the Chapter and identifying key messages and  strategies and delivering those messages to members, the business community, and the  general public. The Director of Marketing is responsible for managing the publications,  marketing, advertising, public relations and advocacy efforts. 

Section 6. Director of Membership: The Director of Membership provides direction and  leadership for the Chapter’s membership program to maintain and increase ICF membership.  The Director of Membership manages and supervises chapter membership efforts including  recruitment, member retention, and member recognition and scholarship programs.  

Section 7. Director of Credentialing. The Director of Credentialing Support is responsible for  creating and administering a credential awareness campaign for the chapter, supporting new  candidates through the credentialing process, and recruiting students through coaching  education providers.  

Section 8. Past Presidents. Individuals who previously served as the Chapter’s president may,  with the concurrence of a quorum of Board members, remain as ex-officio, non-voting  Executive Advisors to the Board.  

ARTICLE IX– Committees 

Section 1. Committees: The Board of Directors shall determine what standing and special  committees it deems reasonable and necessary to the efficient and effective operation of the  Chapter. The Board shall appoint such committees and their chairs by approval of a Committee  Charter that details the Committee’s purpose and reporting requirements to the Board. The  Board may also dissolve such committees in its discretion by a majority vote of the Board.  

Section 2. Telephone/Electronic Meetings: Except where otherwise prohibited by law, the  members of any committee may participate in any meeting by means of an online conferencing  tool, conference telephone call or similar electronic or video communications equipment by  means of which all members participating in the meeting may hear each other simultaneously,  and participation by such means shall be conclusively deemed to constitute presence in person  at such meeting.

Section 3. Compensation: Committee members will not receive compensation for their  services but may be reimbursed for reasonable and documented out-of-pocket costs and  expenses according to an established Chapter reimbursement policy.  

ARTICLE X – Miscellaneous 

Section 1. Rules: The Board may establish such rules as are consistent with these Bylaws for the  policies, procedures and programs of the Chapter and which are not inconsistent or in conflict  with the Bylaws, policies, procedures and programs of the Chapter or ICF-PC. Chapter policies  and procedures will be codified in a Chapter Policies and Procedures Handbook that will be  reviewed and revised as needed but, as a minimum, in conjunction with each revalidation of  the Chapter bylaws. 

Section 2. Fiscal Year: The fiscal year of the Chapter shall be from January 1^st to December 31^st.  

Section 3. Amendments: These Bylaws may be amended by majority vote of the Board  members then in office and attending a meeting at which a quorum is present, or by majority  vote of the Board then in office voting by mail or electronic mail ballot, provided that the votes  are received within thirty (30) days of the original mailing or notice of the proposed  amendment. Any amendments to the Chapter’s Bylaws must first be submitted to, and  approved by, the ICF-PC. 

Section 4. Dissolution: In the case of dissolution of the Chapter or the winding up of its affairs,  the remaining assets of the Chaptershall be distributed to the ICF-PCA or in compliance with local  laws, provided however that in no way shall such distribution be to the financial benefit of any  officer, director, committee member, or any Chapter member or contributor.