The name of the Chapter shall be the ICF Sacramento Chapter, hereinafter referred to as “Chapter.” The Chapter is organized and will operate under the laws of the State of California and is authorized to operate as an ICF Chapter pursuant to the Chapter Agreement issued by ICF Professional Coaches and dated 18 September 2018, or any subsequent chapter agreements.

This Corporation is a Nonprofit Mutual Benefit Corporation organized under the California Nonprofit Mutual Benefit Corporation Law and the general provisions of the California Corporations Code applicable to nonprofit mutual benefit corporations. The legal purpose of this corporation is to engage in any lawful act or activities, other than credit union business, for which a corporation may be organized under such law. No part of the net earnings of the corporation shall insure to the benefit of any member or private individual, as defined for purposes of Section 501(c) (6) of the Internal Revenue Code. The general purpose of the corporation is to provide support, education, training, and resources to practicing and aspiring professional coaches while actively promoting awareness of coaching to the community at large and building strategic alliances.

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.

Section 1. 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 ICF-PC.  The Chapter shall be governed in its operations and activities by a written statement of mission, vision and values, strategic plan and ethics consistent with those established and approved by the ICF-PC.

Section 2. Objectives of the Corporation.
The Objectives of ICF Sacramento, organized as a professional member organization, as a Charter Chapter of the International Coaching Federation (ICF) are:

1. To increase the success of its coaching membership. To aid our coaching members to be more successful in their practice.

2. To increase the skills and effectiveness of its members by holding periodic meetings, webinars/tele classes, and other events where knowledge is shared.

3. To raise the awareness of the wider community about coaching and its benefits by holding community events, publicity, public relations, and general outreach.

4. To provide a network through which its members can learn of and share experiences, including a website, referrals of opportunities to coaches, and establishment of special interest groups.

5. To provide a forum wherein the members can discuss issues of professional concern, including the future of coaching, insurance, ethics, and coaching practices.

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

7. To build strategic alliances with outside organizations, coaching schools, business leaders, associations and other allied professionals in the Sacramento Area and surrounding counties to bring greater attention to the work of the Chapter, and to coaching as a profession.

8. To partner with defined sponsors and companies that support the profession of coaching and provide membership value with the opportunity to advertise on our website and monthly newsletter for a fee. This will drive non-membership dues revenue for the chapter.

 

ARTICLE III

Authorized Jurisdiction of the Chapter

Section 1. Qualification for Chapter Membership. 
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.

Section 2. Rights, Privileges and Duties of Membership

1. 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 and as a member of its various committees, subject to such qualifications and/or limitations as may be set forth in these Bylaws. 

2. 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 Chapter Boards of Directors; 2) agree to be subject to and bound by the Ethical Conduct Review Process of the ICF-PC, 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.

Section 3. Resignation.
Any Chapter member may resign his or her Chapter membership by providing written notice to his or her Chapter Chair or such other designee as the Chapter may select, provided that any resigning member 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 of membership 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 may be suspended, removed or expelled from Chapter membership arising out of his or her violation of these or the ICF-PC 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, a failure to pay required member 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 shall immediately cease upon the expulsion, removal, or termination of membership. 

Section 5. Transferability of Membership. 
Membership in the ICF-PC and/or the Chapter shall be personal to the member and is both non-assignable and non-transferable to another person or entity. No member of the ICF-PC or 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.

1. Regular Meetings/Notice: There shall be an Annual 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 Meeting and such other regular membership meeting(s) will be issued by the Chapter to each member in good standing not less than thirty (30) days and not more than sixty (60) days prior to the date of the scheduled meeting. Such notice may be sent by postal service, overnight delivery, 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.

2. Special Meetings/Notice: Special 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 Chair upon receipt of written request signed by at least 20% of the Chapter’s voting membership in good standing within thirty (30) days of the filing of such request. Notice may be sent e-mail or by posting the notice on the Chapter website. The business to be conducted at such a special meeting shall be stated in the notice, and no other business may be conducted at that time. 

3. Eligibility for Attendance: Members of the Chapter 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.

4. 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.  Unless otherwise required by law, a majority vote of those members of the Chapter eligible to vote and present shall be required for binding action by the membership. Eligible voting members 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.

5. Voting by Post or Electronic Mail: Except where otherwise prohibited by applicable law, voting by members may be conducted by postal service or by electronic mail ballot. Quorum: At a meeting of the Chapter’s membership a quorum for purposes of undertaking binding membership action shall consist of not less than ten (10%) of the Chapter’s members or 10 people, whichever is less, who are in good standing and eligible to vote.

6. 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.

7. 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.

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.

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. 

Section 3. Membership Dues.
Membership dues shall be established by the board of directors and shall be payable each year in advance by each member by the end of the month in which they are due.

Section 4. Forfeiture. 
Any member who is delinquent in annual membership dues for a period of 30 days from the time they become payable shall be notified by the treasurer of such delinquency, shall be dropped from membership in ICF Sacramento and shall forfeit all rights and privileges of membership. Proof of ICF membership shall include, but not be limited to, the ICF membership number issued to a member, the date or renewal date of ICF membership, and confirmation of the ICF number by ICF headquarters.

A former member of Sacramento Charter Chapter of International Coaching Federation (formerly known as Sacramento Coaches and ICF Sacramento) may reapply for membership, which then must be approved by the Membership Director.

Section 5. Refunds. 
No membership dues shall be refunded to any member whose membership terminates for any reason.

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 its Board of Directors, subject to the terms and conditions of the Chapter Agreement between the Chapter and ICF-PC. 

Section 2. Board Composition. 
The Chapter Board will be comprised of not less than three (3) and not more than thirteen (13) directors eligible to vote, including the Chapter’s Officers, each of whom shall be a member in good standing of the ICF-PC and the Chapter. The number of directors that may serve on the Board may be increased or decreased by amendment of these Bylaws.

Section 3. Eligibility.
Subject to the provisions of Article 4 as it relates to defining membership in the Chapter and ICF-PC, individuals eligible to serve on the Board shall be members in good standing of the ICF-PC and the Chapter.

Section 4. Nominations.
Subject to the membership eligibility requirements Article 4, Section 1 of these Bylaws, a Nominating Committee composed of three (3) Members appointed by the Chapter’s Chair will be charged with identifying and creating a list of nominees for vacancies on the Board. The Nominating Committee will submit its list of nominees to the Chapter Board for its review and approval.  The Chapter Board shall be responsible for placing the list of director nominees before the voting membership of the Chapter.

Section 5. Election. 
At least thirty (30) days prior to the Annual Meeting of the Chapter’s membership, the Chapter’s Chair or Secretary shall provide all voting members of the Chapter in good standing with the list of nominees for the Board of Directors.  The election may be held at the Annual Meeting of the Chapter’s membership or by mail or electronic ballot sent to each member eligible to vote at his or her address or email of record with the Chapter.  If the election is held by mail or electronic ballot, each completed ballot shall be received by the Chapter Chair or Secretary within thirty (30) days of the date of issuance to be counted.

Section 6. Term of Office. 
Elected members of the Board of Directors of the Chapter shall serve terms of 1 year, except for the following positions: Director of Membership, Director of Finance/Treasurer, Director of Administration, and the Director of Programs which will be terms of 2 years, with an option to extend to 3 years.  No director may serve more than two (2) consecutive terms in the same role without a one-year break in service.  

Section 7. Vacancies.  
A vacancy in a director position may be filled for the balance of the unexpired term by majority vote of the remaining voting members of the Chapter’s Board of Directors. A Director elected by the Board to fill a vacancy shall be elected for the unexpired term of the vacating Director and shall serve until his or her successor is qualified and elected by the voting members of the Chapter. 

Section 8.  Removal.
Except as otherwise required by law, a director may be removed for cause by a 2/3 vote of the members of the Chapter Board eligible to vote at any regular or special meetings of the Board where a quorum is present. The Director who is the subject of the removal action will be provided with prior written notice of the removal action and the nature of the “cause” and be provided with an opportunity to appear before the Board and/or respond in writing to the charges. The Director shall not be permitted to appear with or by legal counsel.  

Section 9.  Resignation. 
Except as otherwise required by law, a director may resign from the Board at any time by giving notice in writing to the Chapter Chair or Secretary.  Such resignation shall take effect at the time specified in the notice or upon receipt by the Chair or Secretary where no effective date is specified. 

Section 10.  Quorum and Action by the Board.
Unless a greater proportion or number is required by applicable law, a majority of the Directors 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 11. Voting. 
Each Director shall have one (1) vote on matters properly submitted to the Chapter Board for a vote. Proxy voting by Chapter Board members is prohibited.

Section 12.  Compensation. 
Directors will not receive compensation for their service on the Board but may be reimbursed for documented out-of-pocket costs and expenses in accordance with such reimbursement policy as may be approved by the Chapter Board.  

Section 13. Meetings of the Board.
The Chapter’s 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 Chair or any three (3) voting members of the Board.  

Section 14. Notice. 
Notice of regular meetings of the Chapter Board shall be given by the Chair 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 15. Telephone/Electronic Meetings. 
Except where otherwise prohibited by law, members of the Board of Directors may participate in any meeting by means of a 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 16. Waiver. 
A Director’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 Director is for the purpose of objecting to the called or convened meeting. 

Section 17. 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 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.  [Note: This written consent may be electronic in means.]

Article VII. Officers

Section 1. Officers. 
The Officers of the Chapter will comprise of a president, past president, president-elect, administration/secretary, finance/treasurer, membership director, communications director, special events director, programs director, marketing and strategic partnerships director, credentialing director and one director of diversity, equity, inclusion, and belonging. Director-at-Large/Associate directors may also be added as assigned and approved by the Board.

Section 2. Election and Term of Office. 
Elected members of the Board of Directors of the Chapter shall serve terms of 1 year, except for the following positions: Director of Membership, Director of Finance/Treasurer, Director of Administration, and the Director of Programs which will be terms of 2 years, with an option to extend to 3 years.  No director may serve more than two (2) consecutive terms in the same role without a one-year break in service. 

Section 3. Term Year:  The term year of officers of the Chapter Board shall be from January 1 to December 31. 

Section 4. Removal.
An officer may be removed by the Board of Directors, including the Chair/President, for cause and where the best interests of the Chapter will be served.  The officer 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 5.  Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the majority vote of the Board of Directors for the balance of the unexpired term. 

Section 6. President:
The President is the chief elected officer of the Chapter and shall preside at all meetings of the Chapter membership and Board of Directors and shall perform all duties assigned under these Bylaws or assigned to this person by the Board of Directors. 

Section 7. 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 also carry out all duties assigned by these Bylaws and by the President or the Chapter Board of Directors.

Section 8. Administration/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 perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.  The Secretary may be assisted by an Assistant Secretary assigned by the Board.

Section 9. Finance/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 such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.  The Treasurer may be assisted by an Assistant Treasurer assigned by the Board.

Section 10. Membership Director: The membership director, with committee assistance, is responsible for the recruitment and retention of members.

1. Duties include: 

1. verifying and approving member/associate applications. 

2. administering annual renewal process. 

3. maintaining membership database. 

4. greeting and registering members at meetings. 

5. surveying members of needs/value to them. developing and implementing membership campaigns. 

2. The membership director shall also perform other duties and have authority as assigned by the president or board.

Section 11. Communications Director: 
The communications director, with committee assistance, will plan and coordinate communications that share the vision, strategy, and priorities of the chapter. 

1. In addition, the communications director will encourage the engagement of the members and support all chapter activities through regular and constant communications and will provide effective outreach to the community. 

2. The communications director will use all appropriate communications methods, including (but not limited to) newsletters, website, email, print material and social media.

Section 12. Special Events Director:
The special events director, with committee assistance, will plan and coordinate events for membership as well as events that are open to the public and/or for the education of the public about coaching. 

1. Example events include ICW (International Coaching Week). the chapter’s annual Holiday Event in December, as well as those suggested by the Board.

Section 13.  Programs Director:
The programs director, with committee assistance, will plan and facilitate the “speaker portion” of the member general meetings designed to provide personal and professional development opportunities for members, educational workshops for members and conduct an annual needs assessment of all members. 

1. Applies to ICF for CCEUs and sends to members. 

2. Shall also perform other duties and have authority as assigned by the president or board.

Section 14. Marketing and Strategic Partnerships Director:
The director, with committee assistance, establishes collaborative relationships with organizations or associations in the Sacramento region having compatible or complementary interests and goals for the purpose of mutual benefit. Outcomes could include: 

1. greater awareness of the coaching profession, 

2. greater attention to the work of the ICF Sacramento Charter Chapter, 

3. Chapter membership growth, 

4. increased revenue, 

5. enhanced programming, 

6. heightened member visibility, and 

7. widened and deeper professional and community networks.

Section 15. Credentialing Director:
The credentialing director is responsible for all chapter communication with the membership as related to ICF credentialing, such as renewing an expiring credential.   Credentialing director is an information-based position where the director will engage with the chapter members to inform them of general credentialing matters, keep track of their individual credentialing needs, help them manage their renewal application, and encourage them to seek a credential or obtain the next level of credential.

Section 16. Director-at-Large/Associate Directors: 
There may be up to one member-at-large that serve on the board and an unlimited number of associate directors.

1. The member-at-large shall perform other duties and have authority as assigned by the president or board. 

2. Additionally, with board approval, associate directors may be added for any other director.

Section 17. Director of Diversity, Equity, Inclusion, and Belonging (DEIB):
The DEIB Director, with committee assistance, informs and consults with the other board members to help create a diverse and inclusive association where all coaches, partners, and members are treated with respect and equality. This is inclusive of all our policies, programs, and procedures. The Director shall conduct annual diversity training for the Board and our Members as well as support programs that enhance our individual and collective knowledge of DEIB.

Article VIII– Committees

Section 1. Executive Committee:
The Executive Committee shall consist of the President, President-Elect, Administration/Secretary, and Finance/Treasurer, which between Board meetings shall exercise the powers of the Board in the management of the affairs of the Chapter, except as limited by law. A majority of the Executive Committee shall constitute a quorum. Action taken by the Executive Committee shall require a majority vote of the members of the Committee at a meeting where a quorum is present. The Executive Committee shall keep minutes of its meetings and shall report all actions taken by it to the Board of Directors at the first meeting of the Board following the taking of such action.  The Executive Committee shall meet at the call of the Chair or any three (3) members of the Committee.  

Section 2. Other 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 Chapter Board shall appoint such committees and their chairs. The Board of Directors may also dissolve such committees in its discretion by a majority vote of the Board. 

Section 3. Telephone Meetings:
Except where otherwise prohibited by law, the members of any Chapter committee may participate in any meeting by means of a 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.

Article IX. Financial Matters

Section 1. Fiscal Year.
The fiscal year shall begin on the first day of January and end on the last day of December. Changes to the fiscal year may be addressed by the board of directors and are subject to approval by a majority vote of the board of directors.

Section 2. Budget.
The board shall adopt an annual operating budget which will cover all activities of the chapter. The budget will be approved and in place by December 31st for the coming fiscal year.  The treasurer will chair an ad hoc committee to develop a proposed budget for board approval. The committee will consist of, but is not limited to, the treasurer, one other board member and at least one other full member of the chapter. The finance committee will begin convening in November and will present a budget for approval to the board no later than December 10th of the current fiscal year.

The budget must be approved by a majority vote of the board of directors.

Section 3. Board Expenses.
A board member may be reimbursed for an organization related expense authorized in the budget, and for other expenses upon approval by the board.

Section 4. Financial Authority.
Directors and Officers are authorized to make expenditures within pre-approved budgets. Requests to spend additional funds outside of the pre-approved budgets require approval of the Director of Finance and President BEFORE making the expenditure. Expenditures over a certain amount may also require approval of the board by majority vote.

a. Receipts are required for expense reimbursement and should include what budget line the expense should be charged to. 
b. If you are unsure of the pre-approved budget, get clarification from the Director of Finance. 
c. Requests for allocation of expenses over $100 excess of the pre-approved annual budget require additional approval, as follows:
 
1. Expenses between $100 and $1,000 must be approved by a majority of the executive officers team.
2. Expenses over $1,000 of the approved annual budget must pass a majority board vote.

d. ICF Chapter Debit cards should be held only by those who have a regular need to make purchases on the Chapter’s behalf.
e. Receipts from Debit card purchases must be provided to the Treasurer within 14 days of purchase with a description of what          the charge is for to match to a budget line item (scan and email is fine).

Article X.  Indemnification of Directors, Officers, employees and other agents

Section 1. Right of Indemnity. 
The Corporation shall, to the extent legally permissible under California Corporations Code Section 7237 and other laws that may apply, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the Corporation against all expenses and liabilities, including, without limitation, attorney fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall insure to the benefit of the heirs, executors, and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

Section 2. Insurance.
This corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its directors, delegates, officers, employees, and other agents, against any liability asserted against or incurred by any director, delegate, officer, employee, or agent in such capacity or arising out of the director's, delegate's, officer's, employee's or agent's status as such.

Article XI – Miscellaneous

Section 1. 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:

1. The Corporation shall not enter into any contract, sponsorship, or transaction with any (i) director of the Corporation, (ii) officer of to the Corporation, or (iii) corporation, firm, associate, or other entity in which one or more of this Corporation’s directors or officers are directors or officers or have a material financial interest, or in which any of these parties are or will be directly or indirectly interested unless:

2. The material facts regarding that director's or officer's financial interest in such contract or transaction, or regarding such common directorship, officer ship, or financial interest, are fully disclosed in good faith and noted in the minutes, or are known to all members of the Board, prior to consideration by the Board of such contract or transaction.

3. Such a contract or transaction is authorized in good faith by a vote of the majority of the Board without counting the votes of the interested directors.

4. Before authorizing or approving the transaction, the Board considers and in good faith decides, after reasonable investigation, that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and

5. At the time the transaction is entered (i) the transaction is fair and reasonable to the Corporation and (ii) the Corporation entered into it for its own benefit.

Section 2. 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, thus no part of such net assets may inure to the benefit of any individual member or person.

Section 3. Recommendation for Amendment. 
These bylaws may be amended as determined by the board. A request to amend the bylaws will be taken up by the board upon written request from at least ten percent of the members of the organization.  In the event of changes in the bylaws, the general membership will be notified by email within two weeks.

Section 4. Delegation of Board Member’s Duties.
The president of the board (by majority vote) may delegate any board member’s duties to any other board member when such an action is deemed appropriate. 

Section 5. Duty of Care and Loyalty. 
It is the obligation of each director of the Corporation to perform his or her duties in good faith, in a manner such director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. This obligation extends to all activities a director performs in that capacity, including without limitation duties as a member of any committee of the board on which a director may serve.

Section 6. General Duties.
It shall be the duty of the directors to:

1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these bylaws.

2. Appoint, remove, employ, discharge and, except as otherwise prescribed in these bylaws, prescribe, and supervise the duties of the Corporation.

3. Meet at such times and places as required by these bylaws; and

4. Register their names, addresses, phone numbers and electronic mail addresses with the Secretary of the Corporation. Notices of meetings delivered by email or other electronic means shall be valid notices thereof if prior to delivery of the notice, the director has given his or her consent to receive notice by such means.