The International Coach Federation UAE Chapter By-Laws
Article I – Organization Name
Section 1. The name of this non-profit organization shall be the International Coach Federation – UAE Chapter.
Section 2. Members in good standing of the organization are defined as members of the International Coach Federation whose membership is current and who have designated the UAE Chapter as their home chapter.
Article II – Organization Strategic Promises
Section 1. To create an attractive and credible presence and voice for professional coaches in UAE.
Section 2. To facilitate the growth of the regional coaching community.
Section 3. Create strategic alliances for the benefit of members.
Section 4. To always be connected to and supporting the community with Collaboration and Integrity.
Section 5. To increase the skills and effectiveness of its members.
Article III – Organization and Governance
Section 1. Governing Body
- The operations of the UAE Chapter shall be governed by a President, Past President, Vice President, and no more than eight members elected as Board of Directors. These Directors shall be elected by a vote of qualified members. The Chapter and its Board of Directors shall abide by all applicable policies and guidelines of the International Coach Federation and serve until their successors have been duly elected and assume office.
- To achieve the objectives of the ICF UAE Chapter, the UAE Chapter at its discretion may establish organizational units such as advisory boards, councils, divisions, sub-chapters or committees including executives to support the Board of Directors.
- The UAE Chapter Board shall exercise authority over policies, services, programs, and budgets of all organizational units, including qualifications and criteria for membership or participation.
- The activities, policies and programs of organizational units shall not be in conflict with the Bylaws and established policies of ICF UAE Chapter and ICF Global.
- Any changes in organizational structure, including the appointment of executives, committees, advisory councils, special interest groups or divisions, shall first be approved by a majority vote of the UAE Chapter Board.
- The Chapter agrees to review and provide ICF, on an annual basis, with updated copies of Chapter’s articles of incorporation and bylaws, policies and procedures, and a list of the Chapter’s Board of Directors, officers, committee chairs and staff, including relevant contact information.
Section 2. Qualifications to be a Board Member
- A qualified member is a current member in good standing of the ICF at the time of nomination and must maintain membership during time of service and be affiliated to the UAE Chapter. To be a Director, one must be a qualified member and have served as a Board Executive for a minimum of 6 months and voted into office by a vote of the UAE Chapter members.
- The Board Members must be members of the ICF UAE Chapter and need to be ICF accredited or be able to show they are working towards attaining ICF accreditation within 6 months from joining the Board.
- Attendance to meetings are mandatory.
Section 3. Duties and Responsibilities of the Board of Directors
- The Board of Directors shall provide leadership in pursuit of the organization’s stated strategic promises and will operate in accordance with an activity plan and objectives that are reviewed regularly throughout the year.
- The Board shall determine fees at Chapter-sponsored events, and develop the policies and procedures necessary to conduct the business of the Chapter effectively. Directors agree to be bound by these policies and procedures.
- Directors shall be aware of and agree to comply with the ICF Chapter Leadership and ICF Global Ethical Guidelines.
- Board members and officers shall not receive compensation for their service to the ICF UAE Chapter or for their services related to ICF UAE Chapter in any other capacity or pursuant to any other contractual arrangement whatsoever, except as otherwise approved by the President.
- Every elected or appointed officer, director, or employee of ICF UAE Chapter and such others as specified from time to time by the ICF UAE Chapter Board shall be indemnified by the ICF against expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeded to which they were made a party, or in which they may become involved by reason of being, or having been an officer, a director or employee of the ICF, or any settlement thereof, whether the person is a director, officer, or employee at the time such expenses are incurred, except in such cause wherein the officer, director or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The forgoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
- A Board member may resign by giving written or verbal notice of his/her resignation to the President, with such resignation to be effective within two weeks or at such a subsequent date that is agreed upon with the President of the UAE Chapter.
Section 4. Ethical Violations
The Chapter, its leadership and members acknowledge and agree to abide and be bound by the ICF Code of Ethics and the policies and procedures determined by the ICF to uphold and enforce the same. In the event of an actual or alleged ethical violation of the ICF Code of Ethics by a Chapter member, any Chapter member or client may report such breach or alleged breach to the ICF in accordance with the ICF Ethical Conduct Review Process as determined by the ICF from time to time. Authority over the receipt, investigation and hearing of any complained violation of the ICF Code of Ethics rests solely with ICF and the ICF Independent Review Board (IRB). A Chapter shall have no authority to make a final determination as to a claimed violation of the ICF Code of Ethics, nor shall it be authorized to sanction the Global Member or remove or suspend a member’s Credential.
Section 5. Nominations and Elections
- The Past President or Vice President shall oversee the review of nominations from applicants who are qualified members and selected two candidates for each position by vote to stand for election.
- The Board is charged with informing all qualified members of the coming election, including the number of vacant roles, their job descriptions and invite qualified members to notify the Committee of their interest in serving on the Board.
- Existing board members that have been elected by the membership and completed their 1st year of service on the ICF UAE Board, may nominate themselves to move into another position on the board. In these special circumstances, the Board Members with the intention to move roles must make a statement to the existing Board about their suitability for the role. The Board will approve or reject this request dependent on a majority vote. If the move to another position is approved, the Board member will be able to serve their second year in term in their new position. In the event, that the request to move to another role is rejected by the majority vote, the Board Member may continue in their existing role until the end of their 2 year term. Board Members wishing to move positions must communicate in writing their intentions to the President and Vice President prior to initiation of the election process. After which, applications will be nullified.
- Voting will traditionally take place during the month of November and installation in the first week of January unless by Extraordinary Meeting, an election is called for with cause.
Section 6. Elections
- During the regular meeting, the Board of Directors will form an Election Committee that will communicate vacancies on the Board to all qualified members. This will describe the vacancies and a description of the roles open for election and the candidates running for those seats.
- Members who wish to be considered for a vacancy on the Board, will fill out a self-nomination form that will be distributed by the UAE Chapter via email and submit their self-nomination forms with all the relevant information by the stipulated deadline. Self-nomination forms that are submitted after this date will not be considered.
- The Elections Committee will then consider all applications from qualified and good standing members for the vacancies on the Board. If necessary, the Elections committee may choose to interview candidates.
- The candidates for each vacancy on the Board will then be narrowed down to 4 candidates for each role based on the criteria of personality fit, professional expertise and technical experience that is relevant to the role they have applied to nominate themselves for.
- The Elections Committee will then communicate the candidates that have been selected to stand for election for each of the relevant vacancies and administer the ballot through an online approved process, which has a vetting procedure.
- Members who are part of the UAE Chapter and live in a foreign country are allowed to vote for the vacancies through this process. All ballots will be sent to email addresses that are registered with the ICF Global and current members of the UAE Chapter. No exceptions will be made unless the member is able to contact, verify and correct their details with ICF Global before contacting the UAE Chapter.
- In the event there is only one candidate for any office and the position is uncontested, members may cast a unanimous ballot for the candidate or candidates. The details of these proceedings will be recorded in the minutes of the meeting.
- Immediately following elections, the President shall send a list of all current elected officers and members of the Board to the Director managing Finance and Administration. The ICF Global office should receive this at least two weeks before the end of quarter one.
- Voting rights of members shall not be delegated to another nor exercised by proxy.
Section 7. Removal of a Board Member
- Any member of the Board may be removed by a majority vote for cause or if they are in violation of the terms of the contract signed on their appointment to the Board. This may take place at a special meeting called for this purpose or at a regular meeting provided the Board Member in question is given notice in writing at least 30 days prior to the vote.
- A successor officer may serve in the vacancy by Presidential appointment with approval from the Board of Directors. The position will go for re-election at the end of term.
- This shall be recorded in the minutes of the Board meeting.
Section 8. Terms and Vacancies
- The term of any board member is two consecutive years. After two years each board member’s role will be put forward for election. The maximum time an individual can spend on the board is four years. The exception to this is if a board member is elected into the position of either Vice President or President where they will able to serve for a maximum elapsed time of six years on the board.
- Vice President and President Roles will last for a maximum of two years each. The role of the Vice President will be nominated by the retiring President.
- The role of President and Vice President requires a minimum of one year’s service on the ICF UAE Chapter Board as a pre-requisite.
- If uncontested by the board, the role of President will be filled by the Vice President after completion of two years of service on the board.
- In the event that the role of President is contested with due cause, then the position of President will be filled by an alternative board member and concluded by a simple majority vote.
- The Vice President will be nominated and voted by the existing Board members to take office by a simple majority vote.
- The outgoing President shall remain as an active participant within the ICF Board in support of the new President and board on an advisory basis. The Past President will have no voting rights in board decisions.
- Any out of term vacancy on the Board shall be filled by Presidential appointment. The appointment will pertain until the following December, when the seat will be filled by the normal election process.
- Any board member that has filled a vacancy during the term by Presidential Appointment and a majority board vote, will be obligated to stand for election by the membership, if they wish to continue in their position. They will be eligible to serve a full two terms (two years) after election onto the board.
Section 9. 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. The single exception is a Special Meeting in which the President, with unanimous consent of the Board, shall declare the meeting closed.
- Minutes will be made available to the membership for any open meetings held upon request.
Section 10. Committees and Executives
- The President may appoint committees and or executives, either standing or ad hoc, in order to effectively and efficiently further the stated purposes of the UAE Chapter. The establishment of any committee or executive must first receive the approval of the Board by way of a majority vote.
Section 11. Meeting Procedures
- Meetings will be chaired by either the President or Vice President and will follow an agenda circulated in advance.
- Members of the Board will have an opportunity to suggest agenda items in advance.
- Minutes of the previous meeting will be briefly reviewed and adopted at the start of each meeting. Minutes of Board meetings will be made available within ten days of the meeting.
- Each incoming Board of Directors will discuss and agree ground-rules in respect of its process to ensure productive, respectful and orderly meetings. These ground-rules should be reviewed at regular intervals to ensure relevance and compliance.
- Meetings may be by conference call or in person and adequate notice of meetings will be given to ensure optimum attendance.
- Officers will be expected to make every effort to attend meetings. Patterns of non-attendance lack of participation or any inappropriate participation by Board members should be promptly addressed by the President or resolved by Section 7 (A) if deemed necessary.
Section 12. Quorum
- A simple majority of Board members present at the meeting shall constitute a quorum for the purpose of transacting and approving the business of the UAE Chapter and making the necessary decisions to further initiatives and objectives.
Section 13. Financial Management
- The Fiscal Year of the ICF UAE Chapter shall begin on the first day of January and end on the last day of December. Changes to the fiscal year may be prescribed by the Director managing Finance and Administration subject to approval of the UAE Chapter Board.
- The UAE Chapter operates on a tight budget with main the source of income coming from events. When membership fees are available to the DUAE Chapter, once it is chartered, with recommendations from the Director managing Finance and Administration, the UAE Chapter Board shall adopt an annual operating budget covering all activities of ICF UAE Chapter. The Director managing Finance and Administration shall give regular reports to the UAE Chapter comparing actual revenue and expense to the projected budget.
- Officers will be expected to be cognisant of financial constraints in their decision-making and seek the necessary approvals from the delegated authorities in Section 12 (D) before embarking on any expenditure on behalf of the UAE Chapter.
- All expenditure must be estimated in advance and approved by the Director managing Finance and Administration and President in accordance with the table below:
Amount Delegated Authority for Approval Up to 500 AED Director managing Finance & Administration OR President Over 501 AED Director managing Finance/ Administration & President
- Events are expected to be self-financing and ideally net a small margin of profit. Modest travel expenses are payable to Directors to contribute to reasonable out of pocket expenses which are approved in advance. Any expenses must be claimed with approved documentation and passed by the Director of Finance and Administration and President prior to payment.
- Expenses are generally paid at the following board meeting.
- Directors may attend UAE Chapter events and the ICF Middle East Coaching Conference free of charge in recognition of their pro bono work on behalf of the UAE Chapter. Contribution to participation in ICF European and Global events by the President and Vice President will be considered on a case-by-case basis depending on costs and cash-flow – a level of participation is considered desirable. A written request should be made in advance to the Board for approval with an outline of costs and the contribution required.
- It is recommended that each Board should endeavor that there is a balance in the bank account of no less than 6,000 AED when handing over to the new Board. Any debt incurred will be the responsibility of the incumbent Board and may not be passed on to the new Board.
Section 14. Legal Purpose
- The Chapter is a voluntary body that operates within the framework and ethics of the International Coach Federation. It operates without any income surplus and therefore no taxable profit.
- All profits made by the ICF UAE Chapter are held by the Director managing Finance and Administration to be re-invested into UAE Chapter activities and developments on behalf of the membership.
- The Chapter further agrees that in the course of its existence and operation as an ICF chapter, it shall at all times comply in full with applicable national, including the General Data Protection Regulations of the European Union (GDPR), and local laws and regulations as they apply to and govern the Chapter’s collection, storage, security, use and dissemination of ICF and Chapter member personal information and data. Furthermore, the Chapter agrees to comply in full with any and all procedural measures and policies enacted by the ICF for the Chapter’s protection, storage, use, dissemination and security of ICF and Chapter member personal information and data.
Section 15. Dissolution
- In the event of the dissolution or final liquidation of the Chapter, its remaining net assets will be distributed to ICF for use consistent with its tax-exempt purpose and for the benefit of ICF Chapters or a local charitable foundation, thus no part of such net assets may inure to the benefit of any individual member or person.
Article IV – Duties of the UAE Chapter’s Board Members
Section 1. Responsibilities
- The Board of Directors shall provide leadership in the areas of strategy, policy and activities in pursuit of the UAE Chapter’s stated goals. It shall develop the policies and procedures necessary to conduct the business of the organization effectively.
- The Vice President reports to the President and the all other Directors report to the Vice President. In the event that the President cannot complete his/her term, the Vice President will step into fill the office for the remainder of the term and will then have the option to run for a complete term of office.
- Executives will be governed, managed and report to the Director relevant to their executive role. For example, the Communications Executive will report to the Director of Communications.
- Any committees, special interest groups, or other forms of structure to work towards the objectives of the UAE Chapter Board objectives, will be presided by a Director who will report to the Vice President on activities and progress.
- Any member of the board or executive who fails to adhere to the ethical standards as established by the ICF can be removed from office by a majority vote of the Board.
- The roles of the Officers are outlined below; specific job descriptions and objectives will be agreed at the inaugural meeting of each new Board.
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 that may lawfully be executed on behalf of the Board. The key role of the President is to provide strategic vision and direction for the Chapter and to lead the Board of Directors to fulfil this vision and meet the standards of the global body. The President will be visibly engaged in promoting the Chapter in UAE and the GCC providing a link to the global organization and leadership. The President will identify and attract future leadership talent into the ICF Chapter to support the development of a strong pipeline of future leaders.
Section 2. Immediate Past President
The immediate past President will coach and mentor the current President for 12 months and may attend Board meetings in a non-voting capacity. The Past President will serve on the Election Committee in the year following their retirement from office and will help to maintain and develop relations with the International Coach Federation Global.
Section 3. Vice President
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. The VP’s primary role is to ensure good governance of the Chapter and to monitor progress against agreed strategic goals. To this end the Directors are accountable to the VP who will support and encourage them to fulfil their roles with the resources available. The VP will chair the Nominations and Election Committee in the event that the Past President is not available to preside over the process and proceedings.
Section 4. Director of Finance and Administration
The Director of Finance and Administration shall perform all the organization’s financial transactions and keep accurate records of the organization’s accounts. They will submit financial reports at each board meeting for review and approval. The Director of Finance and Administration will ensure that all expenditure is properly documented, accounted for and that budgets are prepared and agreed in advance of any expenditure. The Director of Finance and Administration will also submit an annual Chapter financial report to the ICF within thirty (30) days of the Chapter’s designated end of the fiscal year. In addition, they will give a financial report no less than once every six (6) months.
As Director of Finance and Administration, she/he shall maintain official minutes, organize meetings and records of the proceedings of the Board and the Organization. The Director of Finance and Administration will also develop and maintain adequate knowledge management and record systems to include meeting agendas, minutes, policies, procedures, Board decisions, guidelines, Financial Reports and other proceedings of the Board and organization membership.
Section 5. Director of Development
The Director of Development is responsible for identifying the training, development and research needs of the Chapter. They will take responsibility for information gathering and assessing the development needs of the UAE Chapter members. They will lead on the Credentialing and Accreditation Programme for members and promoting ethical and professional standards within the Board, Chapter and wider coaching community. The Director of Development will work with other members of the Board to ensure that continuing professional development needs of all levels of coaches in the community are addressed and will share this with the Directors and Members. The Director of Development will also maintain an up to date list of ICF approved trainers and programmes and will oversee the application and granting of CCEUs. Duties will include identifying themes and speakers for events with the Director of Events.
Section 6. Director of Membership
The Director of Membership is responsible for growing and retaining membership. He/She will also be responsible for developing effective ways of connecting with, reaching out to members. The Director will promote ICF membership with new graduates of coach training and establish and maintain relationships with coach training schools. The Director of Membership will work alongside the Director of Marketing on developing growth and retention strategies for the Chapter. She/he will maintain up-to-date lists, conduct membership renewal calls and work with the Director of Communications for renewal and other campaigns throughout the year. They will be a point of contact for enquiries related to membership and will provide a welcome to new members. The Director of Membership will be responsible for leading research and intelligence into understanding members needs and wants.
Section 7. Director of Communications
The Director of Communications is responsible for building a strong media presence for ICF UAE Chapter through social media and the press. He/She will be responsible for developing effective and maintaining consistent communications for the Chapter and to the membership for the year through social media and public relations. She/he will undertake specific communication campaigns on behalf of the Chapter including renewals, events notices and regular notices from the Chapter while also developing the Chapter’s presence on social media. They will be responsible for developing media links and for identifying PR opportunities for the Chapter and Coaching profession. The Director of Communications will work closely with the Director of Marketing to ensure that communication campaigns are in line with strategies for the Chapter, trends identified by data and the objectives set out by the Board.
Section 8. Director of Events
The Director of Events is responsible for designing and organising training, development and networking events to appeal to the broad base of our membership, to support the strategic focus of the Chapter in accordance with continuing professional development needs of the membership. She/he will plan and organise these events to members and non-members to ensure maximum attendance; positive feedback and PR opportunities. Duties will include identifying themes; speakers with the Director of Development, venues, briefing speakers, promoting the event with the Director of Communications, preparing budgets with the Director of Finance and Administration, managing bookings and collecting feedback with the Director of Membership. They will be responsible for leading a team of Board Members and a committee for the organization of International Coaching Week.
Section 9. Director of Information Technology
The Director of Information Technology is responsible for establishing and maintaining a well-run infrastructure that includes website, email hosting and social media platforms. She/he will plan any future expansion of the above and will also assist the Director of Communications with presence on, and delivery to, social media platforms. The Director of Information Technology will look into establishing web-based continuing professional development tools for the UAE Chapter. While also looking to develop online tools or methods with the Director of Finance and Administration for the Chapter to work more efficiently and effectively with each other remotely. The Director of Information Technology will work with the Director of Marketing and Director of Communications on the design, development and maintenance of the website.
Section 10. Director of Marketing
The Director of Marketing will play a strategic role that will analyze the data created by the UAE Chapter and assist other Board Members with developing marketing strategies and for the Chapter at large. The Director of Marketing will provide assistance to any research projects, focus groups or surveys that will be conducted by the Chapter. The Director of Marketing will work to develop insights and trends of the membership through statistics from research, focus groups, growth, retention and loss rates while providing advisory to all other board members on strategic focus and insights. The Director of Marketing will be responsible for building the sponsorship structure and negotiation with potential advertisers or sponsors and will work with the Director of Communications on delivery. The Director of Marketing will work on strategies for the growth of the Chapter and satisfaction of members on a customer and service level.
Article V – Organization Membership
Section 1. Membership
- UAE Chapter Membership shall be comprised of ICF UAE Chapter members who are registered as part of the UAE Chapter with ICF Global.
- Members can apply via the registration form on the ICF Global website – www.coachfederation.org and selecting the ‘UAE Chapter’.
- Director of Membership and the UAE Chapter Board will inform members that their membership fees are due for renewal.
- If members of UAE Chapter do not pay subscription fees and renewal fees past the due date, their membership privileges will lapse without notice.
- Any former member whose membership has lapsed due to non-payment of fees, can have their privileges reinstated immediately upon payment of fees through the ICF Global website.
- For immediate reinstatement, the member would need to send a receipt of the payment to the Director of Membership. Otherwise, the member will be reinstated by the first week of the month following payment.
Section 2. Voting
- All qualified members of the organization are eligible to vote on any issue presented to the membership for a vote provided they have affiliated to the UAE Chapter. Voting may be by ballot, electronic mail or any reasonable means determined by the Executive Board. At all business meetings of the Chapter, each regular member in good standing who is present shall have one vote. Unless otherwise specifically provided by these bylaws, a majority vote of those members present and voting shall govern.
Article VI – Amendments
Section 1. Recommendation for Amendment
- These Guidelines may be amended when considered necessary by a special meeting of the Board of Directors convened by the President to consider and debate any such changes 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 website or mailed to the membership. No amendment to this document shall conflict with the rules, guidelines, or bylaws of the International Coach Federation.
Section 2. Amendment Approval
- These by-laws may be amended or repealed by a vote of 6 or more of the ICF UAE Chapter Board of Directors. Notice of such proposed change(s) shall be sent in writing to Board members no less than thirty (30) days prior to the scheduled vote, which vote may be taken at any regular meeting of the Board, or at any special meeting of the Board called for the purpose of considering the bylaw amendment(s). Notice of such bylaws change(s) shall also be posted on the ICF website or made available to the ICF members (30) days prior to the meeting at which the Board vote is to be taken.
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