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Bylaws of the Graduate School Alliance for Education in Coaching

ARTICLE I: NAME AND PRINCIPAL OFFICE

Section 1: Name

The name of the organization is The Graduate School Alliance for Education in Coaching (hereinafter referred to as "GSAEC" or "the Association").

Section 2: Principal Office

The principal office shall be located in the State of Georgia at a site to be determined by the GSAEC's Board of Directors. GSAEC may have other offices at various locations, both within and outside the State of Georgia, as determined by the Board of Directors from time to time.

ARTICLE II: PURPOSE AND MISSION

Section 1: Mission

As an alliance of academic institutions, the Graduate School Alliance for Education in Coaching (GSAEC) members collaborate to support the continuous improvement of graduate-level education in professional coaching.

Our mission is to define, advance, and sustain professional coach education globally by:

Establishing and advocating standards that shape the academic discipline of coaching;
Facilitating research activities that enhance the quality and effectiveness of the coaching profession;
Building, sustaining, and supporting a collaborative community of leaders in coach education, research, and practice; and
Championing, promoting, and amplifying the voice of professional coach education.

Section 2: Charitable and Educational Status

GSAEC shall be organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. No part of the net earnings or assets of GSAEC shall inure to the benefit of any private individual or other person having a private or personal interest in the activities of GSAEC, except that GSAEC shall be authorized to pay reasonable compensation for necessary services actually rendered to it, and to pay reasonable expenses, and make payments and distributions, necessary for it to operate.

Section 3: Dissolution

Upon the dissolution or liquidation of GSAEC, all funds or other assets then remaining in its possession shall be transferred or conveyed proportionally, as determined and approved by the Board of Directors, to Institutional Members in good standing with GSAEC for three (3) consecutive years prior to official action to dissolve.

ARTICLE III: MEMBERSHIP

Section 1: Membership Categories

The Association shall maintain categories of membership as established by the Board of Directors ("Board"), consistent with GSAEC's mission. Membership categories may include, but are not limited to, Individual Membership, Institutional Membership, and Student Membership, as further defined in this Article and in policies adopted by the Board.

Dues, fees, benefits, and participation levels for all membership categories, including any tiered model for Institutional Membership, shall be established by the Board and published in the Association policy manual. Governance voting rights shall remain as stated in these Bylaws.

Section 2: Individual Membership

Individual Membership shall be open to persons who support the mission and purpose of GSAEC and who meet eligibility requirements established by the Board. Individual Membership is limited to individuals who administer coaching programs, educate coaches, conduct coaching research, are coaching practitioners, or are faculty, staff, or graduates of a coaching-related academic program, and who support the mission and purpose of GSAEC.

The Board may, at its sole discretion, invite additional individuals to join as Individual Members in accordance with criteria and processes it may establish from time to time.

Individual Members in good standing shall have such voting rights and privileges as specified in these Bylaws, including eligibility to vote in elections for Board positions and on other matters submitted to the membership, if any.

Definition of Good Standing: Individual Members in good standing are those who are current on all membership dues and in compliance with GSAEC policies and ethical standards.

Section 3: Institutional Membership

A. Definition and Eligibility

Institutional Membership shall be open to accredited universities, colleges, graduate schools, and/or departments of such institutions that:

Offer graduate-level coursework, certificates, or degrees in coaching or coach education, including:
- Courses or programs that add professional coaching skills or principles to students' existing education; or
- Courses or programs intended to educate professional coaches; and

Support the mission and purpose of GSAEC and agree to abide by GSAEC's policies and ethical standards.

Institutional Members may engage in GSAEC's network, participate in research collaborations, contribute to curriculum and program development, and provide academic advisory services, as well as participate in other initiatives as determined by the Board.

B. Representation

Each Institutional Member may designate one (1) primary representative and such alternate representative(s) as permitted by Board policy for purposes of communication and participation. Designated representatives are not Board members by virtue of Institutional Membership. The Institutional primary representative holds one vote on behalf of the Institution. When the primary representative is absent, the alternate representative may cast the Institutional vote.

C. Rights and Limitations (No Governance Voting Rights)

Institutional Members shall not have voting rights in:

Elections or removal of Board officers or directors;
Amendments to these Bylaws; or
Governance decisions are reserved for the Board under these Bylaws or applicable law.

Institutional Members may be consulted by the Board and may provide input on matters affecting the Association, including strategic direction, standards, research priorities, and educational initiatives. However, such input shall be advisory and non-binding, unless otherwise required by law.

D. Advisory Engagement and Participation

Institutional Members may support and inform the Association's work by:

Serving on advisory councils or panels established by the Board;
Participating in committees or task forces as non-voting members, unless the Board expressly grants committee voting privileges for internal committee recommendations (which shall not constitute governance voting);
Contributing to academic and professional discussions related to coaching education standards, research, and program quality; and
Collaborating on research, convenings, and educational programming, as determined by Board policy.

E. Eligibility of Individuals from Institutional Members to Serve in Governance Roles

Individuals affiliated with Institutional Members may seek and hold elected or appointed leadership roles within the Association only in their capacity as Individual Members, and through the standard nomination and election (or appointment) processes established in these Bylaws and Board policies. Institutional Membership shall not confer any automatic Board seat or governance authority.

Section 4: Student Membership

Student Membership shall be limited to individuals who are enrolled in a coach education program at a GSAEC Member Institution and who support the mission and purpose of GSAEC.

Student Membership shall automatically convert to Individual Membership, with attendant dues, qualifications, rights, and responsibilities, on September 1 of the year following completion of the student's coach education program, as defined in Board policy.

Student Members shall not have governance voting rights unless their membership is converted to Individual Membership.

Section 5: Membership Application and Approval

A. Institutional Membership

Any institution or organization desiring to become a Member of GSAEC as an Institutional Member shall file a written application for membership with the Secretary of the Board of Directors (or designee) in such form as the Board shall from time to time prescribe. The application shall identify the appropriate category and, where applicable, the designated representative(s).

To be approved for membership, each applicant must:

Satisfy the current criteria of the membership category being applied for; and
Receive an affirmative vote of a majority of Directors present at a meeting of the Board at which a quorum has been established.

Notice of approval or rejection shall be given to the applicant promptly.

B. Individual and Student Members

Any individual or student desiring to become a Member of GSAEC as an Individual Member or Student Member shall file a written application for membership with the Secretary of the Board of Directors or designee in such form as the Board shall from time to time prescribe.

To be approved for membership, each applicant must:

Satisfy current criteria for the membership category being applied for; and
Be recommended by majority vote of the Membership Committee and approved by the Secretary or designee, consistent with Board policy.

Notice of approval or rejection shall be given to the applicant promptly.

C. Non-Transferability

Membership in GSAEC is personal or institutional to the approved Member and is not transferable or assignable except as may be expressly permitted by Board policy (for example, replacement of an institutional liaison).

Section 6: Dues, Rights, and Responsibilities

As part of the membership application and renewal process, potential and continuing Members must agree to the applicable dues, rights, and responsibilities of Members in each category, as established by the Board and set forth in GSAEC policy. Failure to comply with such requirements may result in suspension or termination of membership in accordance with these Bylaws.

Section 7: Termination of Membership

With thirty (30) days' prior written notice to a Member, membership may be terminated by the Board for:

Failure to fulfill the requirements of membership, including failure to pay dues; or
Conduct on the part of a Member that is deemed prejudicial to the welfare or reputation of GSAEC.

Such action shall require a two-thirds (2/3) vote of the Directors present and voting at a meeting of the Board at which a quorum has been established.

A Member whose termination is under consideration may request, and shall be granted, an opportunity to be heard at any Board meeting at which the Board is considering action on the Member's status with GSAEC. The Board's decision shall be final.

Section 8: Member Conduct and Financial Commitments

No Member shall incur any expenses outside of the approved budget or expend any funds on behalf of GSAEC or any other Member without the prior approval of the Board or its designees. Furthermore, no Member shall unilaterally undertake any action that could potentially result in liability for, or the expenditure of funds by, GSAEC or any other Member without the prior written approval of the Board.

Between Board meetings, the President or the Treasurer may authorize expenditures up to a limit set annually by the Board.

Section 9: Resignation

Any Member may voluntarily resign as a Member of GSAEC by filing a written resignation with the Secretary of the Board of Directors at least thirty (30) days prior to the effective date of the resignation.

No resignation shall relieve any Member from liability for dues or assessments that may have accrued and/or remain unpaid at the time such resignation is filed.

Section 10: Additional Membership Requirements

The Board of Directors may, from time to time, determine any additional membership requirements, eligibility standards, or participation expectations that it deems appropriate, provided such requirements are consistent with these Bylaws and GSAEC's mission and are communicated to the membership in a timely manner.

ARTICLE IV: ASSETS AND PROPERTIES

GSAEC may receive and accept property, whether real, personal, or mixed, by way of dues, gifts, bequest, or devise, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with these Bylaws. Provided, however, that no dues, gifts, bequest, or devise of any such property shall be received and accepted if it be conditioned or limited in such manners that shall require the disposition of the income or principal for any purposes inconsistent with the purposes/mission of GSAEC as stated in these Bylaws, or, in the opinion of the Board of Directors, shall jeopardize the federal income tax exemption status of GSAEC under Section 501(c)(3) of the Internal Revenue Code.

No part of GSAEC's net earnings shall inure to the benefit of, or be distributable to, the Directors or Officers of GSAEC, except that GSAEC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

ARTICLE V: BOARD OF DIRECTORS

Section 1: Purpose and Authority

The Board of Directors shall be the governing body of GSAEC and shall have final authority regarding the supervision, control, and direction of GSAEC's business affairs and the disposition of its assets. The Board shall determine GSAEC's policies or changes thereto and shall actively promote the purposes of GSAEC.

The Board may adopt, by a majority vote, such rules and regulations for the conduct of its business and the business of GSAEC as it deems advisable. Under no circumstances, however, shall the fundamental and basic purposes of GSAEC, as expressed in its Articles of Incorporation and/or these Bylaws, be amended or changed.

The Board of Directors shall serve as the governing body of GSAEC, responsible for:

Setting strategic direction and organizational priorities aligned with GSAEC's mission;
Providing fiduciary oversight and ensuring sound financial management and reporting;
Establishing policies and procedures for the organization's operations;
Ensuring fulfillment of GSAEC's 501(c)(3) mission and compliance with applicable law;
Fostering a collaborative community of leaders in coaching education, research, and practice.

Section 2: Board Composition

A. General Structure

The Board of Directors shall consist of nine (9) to thirteen (13) voting Directors, including Officers and Directors-At-Large.

B. Officers of the Board (Four Members)

1. President

Serves as the chief executive of the Board and organizational leader.
Presides over all Board and Executive Committee meetings.
Coordinates the development and implementation of Board strategy.
Works closely with the management organization in the overall management of GSAEC affairs.
Appoints committee chairs (subject to Board approval).
Signs organizational documents as authorized by the Board.
Has previous or current GSAEC Board service.
Serves a two (2)-year term, with a limit of two (2) consecutive terms.

2. President-Elect

Supports the President and assumes full duties in the President's absence.
Assists in the implementation of organizational strategy and Board initiatives.
Fulfills additional responsibilities as assigned by the President and Board.
Serves a two (2)-year term, with a limit of two (2) consecutive terms.

3. Secretary

Maintains all governance records, including meeting minutes and organizational documents.
Issues all meeting notifications required by these Bylaws.
Ensures proper documentation of Board actions and decisions.
Serves a two (2)-year term, with a limit of two (2) consecutive terms.

4. Treasurer

Oversees financial management, accounting, and reporting.
Supervises the collection of membership dues and other revenues.
Ensures proper deposit and disbursement of funds in accordance with Board-approved budgets.
Maintains financial records and submits quarterly and annual financial reports to the Board.
Works with the Board on financial planning and control.
Serves a two (2)-year term, with a limit of two (2) consecutive terms.

C. Directors-At-Large (Four to Seven Members)

The Board shall include four (4) to seven (7) elected Directors-At-Large, determined by Board capacity and strategic needs. These Directors shall be selected based on demonstrated skills, expertise, and leadership experience aligned with GSAEC's mission and strategic priorities.

Directors-At-Large shall represent diverse perspectives and sectors, including:

Higher education (faculty, administrators, program directors).
Coaching practice and professional coaching.
Coaching research and scholarship.
Organizational development and executive coaching.
Other sectors relevant to GSAEC's mission.

At least one Director-At-Large must have expertise in higher education and academic program development.

Directors-At-Large serve three (3)-year terms, with a limit of two (2) consecutive terms.

D. Immediate Past President (One Member)

Provides historical continuity and institutional knowledge to Board deliberations.
Advises the President and Board leadership on organizational matters and policy decisions.
Chairs the Nominations and Elections Committee.
Supports governance transitions and leadership development.

The Immediate Past President shall serve as an advisory Director for a two-year term following the completion of their term as President. The term begins upon the election of the new President and is non-renewable beyond this two-year period.

E. Vacancies and Interim Appointments

1. Interim Appointment Process

If a Director resigns, dies, or is otherwise removed mid-term, a vacancy is created.
The Board may appoint a qualified member to serve as an interim Director to fill the vacancy.
The interim Director serves until the next regularly scheduled election cycle.
The interim Director may run for a full term in the subsequent election.

2. Filling Officer Vacancies

If an Officer position becomes vacant before the end of their term, the Board shall appoint a qualified Director to fill the position until the next election cycle.
The appointed Director may seek a full term in the subsequent election.

Section 3: Board Balance, Limits, and Eligibility

A. Board Balance

The Board shall maintain a minimum of nine (9) Directors and a maximum of thirteen (13) Directors to ensure effective governance, inclusive decision-making, and operational efficiency. The exact number shall be determined by the Board based on:

Strategic priorities and organizational needs;
Availability of qualified, committed candidates;
Desired diversity of expertise and perspective;
Board capacity for meaningful engagement.

B. Term Duration

Officers: Two (2)-year terms.
Directors-At-Large: Three (3)-year terms.
Immediate Past President: Two (2)-year term (non-renewable).

C. Term Limits

Officers: Limited to two (2) consecutive terms in the same position (four years maximum in the same office).
Directors-At-Large: Limited to two (2) consecutive terms (six years maximum).
Immediate Past President: Two-year term; not renewable in this role.

After completing two consecutive terms in any position, a Director must take a one-year break before becoming eligible for re-election to the same position or another Board position.

D. Staggered Terms for Continuity

Board terms shall be staggered to ensure:

Approximately one-third of the Board is elected or re-elected annually;
Continuity of institutional knowledge and policy implementation;
Smooth leadership transitions and mentorship of new Directors.

E. Candidacy Eligibility

Candidates for the Board election must be:

Members of GSAEC in good standing for a minimum of twelve (12) consecutive months prior to the election;
Committed to GSAEC's mission and strategic direction;
Available to attend Board meetings (minimum four per year);
Free of conflicts of interest as defined in GSAEC's Conflict of Interest Policy;
Not serving GSAEC in a paid employee capacity.

Section 4: Attendance and Removal

A. Excessive Absences

A Director who is absent at three (3) consecutive regularly scheduled Board meetings, or who attends fewer than seventy-five percent (75%) of all Board meetings in any twelve (12)-month period, shall be considered to have voluntarily resigned from the Board unless:

Specific absences have been excused in advance by the President; or
The Executive Committee has reviewed individual circumstances and recommended that the resignation not be accepted.

B. Removal from Office

A Director may be removed from the Board, with or without cause, upon the affirmative vote of seventy-five percent (75%) or more of the voting Directors present at a meeting of the Board at which a quorum has been established.

Section 5: Election Process

A. Election Cycle and Timeline

Annual Elections: Held each spring (April–May) to allow for transitions before the fiscal year (July 1).
Election Method: By ballot, conducted electronically to all Individual Members in good standing.
Notice: Individual Members receive at least thirty (30) days' notice of the election and nomination process.

B. Nominations Committee

The Nominations Committee shall be a standing committee of the Board, chaired by the Immediate Past President, and shall include:

The President (ex officio);
Two (2) voting Directors appointed by the Board Chair;
One (1) Individual Member-at-large, appointed by the Board.

Responsibilities of the Nominations Committee:

1. Call for Nominations

Issues a call for nominations to all Individual Members in good standing.
Nominations may come from any Individual Member in good standing.
Self-nominations are permitted, provided the candidate meets eligibility criteria.
Establishes reasonable deadlines for the receipt of nominations.

2. Candidate Vetting

Reviews all candidates based on predefined criteria, including:
- Experience in higher education, coaching education, research, or executive leadership.
- Demonstrated commitment to GSAEC's mission and strategic priorities.
- Governance and leadership skills; ability to make meaningful contributions to Board work.
- Diverse identities and professional backgrounds so GSAEC leadership reflects the full community, strengthens governance and strategic vision, and supports equitable, effective decision-making for all constituents.
Conducts candidate interviews or conversations to assess fit and understanding of Board duties.
Verifies candidate eligibility and good-standing status.

3. Slate Development and Board Approval

Presents a final slate of qualified candidates to the Board for review and approval.
Provides biographical information and qualifications for each candidate.
The Board approves the slate by majority vote of voting Directors present.
Ensures the slate reflects diversity and balance across the competencies needed by GSAEC.

4. Candidate Information

Provides candidate information to eligible voting members at least twenty-one (21) days before the election.
Includes brief bios, areas of expertise, and commitment to GSAEC's mission for each candidate.

C. Election by Eligible Voting Members

1. Eligible Voting Member Notification

After fixing the date for a meeting of the Voting Members, the Association shall prepare an alphabetical list of the names of its Voting Members. The list of Voting Members shall be available for inspection by Voting Members beginning two (2) business days after notice of the meeting is given, and continuing through the meeting, at the Association’s registered office or at a reasonable place identified in the notice of meeting in the city where the meeting will be held. The list shall also be available at the meeting. A Voting Member, or a Voting Member’s agent or attorney may on written demand inspect and copy the list, at a reasonable time and at the Voting Member’s expense, during the period it is available for inspection and at any time during the meeting or an adjournment.

2. Ballot Distribution

An electronic ballot is distributed to all eligible voting members in good standing.
Each voting member receives one vote per open position.
Voting members may vote for a number of candidates not to exceed the number of open positions for each category (Officers vs. Directors-At-Large).

3. Voting Method

Electronic voting platform with secure authentication.
Voting period of at least seven (7) days to allow Member participation.
Election results will be tabulated using the HARE Method.

4. Results and Announcement

Election results are announced within two (2) weeks of the close of voting.
Results are communicated to the Board, all Members, and announced at the Annual Membership Meeting.

Section 6: Board Compensation

A. Service Without Compensation

Members of the Board of Directors shall serve without compensation for their services as Directors or Officers of GSAEC.

B. Reimbursement of Expenses

Directors and Officers may be reimbursed for reasonable and necessary expenses incurred in the performance of their duties on behalf of GSAEC, in accordance with policies established by the Board and consistent with applicable law and GSAEC's tax-exempt status. Reimbursement shall not be considered compensation.

ARTICLE VI: BOARD MEETINGS AND OPERATIONS

Section 1: Regular Meetings

Meetings of the Board of Directors shall take place not less than four (4) times annually.

Section 2: Standard Meeting Procedures and Notice Standards

This section establishes uniform notice, quorum, participation, and voting procedures for all Board and Committee meetings.

A. Notice of Meetings

Timing and Method:

Notice of each regular Board meeting shall be given at least ten (10) days in advance.
Notice may be provided in person, by mail, facsimile, electronic mail, or other reliable electronic communication.
Notice shall be based on the most recent contact information provided by the Director to GSAEC.

Content:

Notice shall include the date, time, and location (or videoconference details) of the meeting.
Notice shall include the agenda or major topics to be discussed.

B. Special Meetings

Special meetings of the Board of Directors may be called by:

The President; OR
Upon the written request of not fewer than four (4) voting Directors.

The President shall select the time and place of any special meeting and ensure that notice is provided to all Directors as promptly as practicable. Notice of special meetings shall follow the same standards as regular meetings.

C. Annual Membership Meeting

The President shall designate one Board meeting each calendar year as the Annual Membership Meeting of GSAEC. At this meeting:

Election results for Board positions shall be announced.
Annual reports on GSAEC's activities, finances, and achievements shall be presented.
Other organizational business shall be conducted as appropriate.

D. Participation by Videoconference

Directors may participate in Board meetings by videoconference, teleconference, or other electronic means, provided that:

All participants can hear and speak with one another throughout the meeting.
The meeting location and any electronic access information is provided in advance.
Electronic participants are included in quorum and voting calculations.

E. Meeting Materials

Meeting materials and agendas shall be distributed to Directors at least five (5) business days prior to the meeting when feasible.

F. Quorum and Voting

Quorum Requirements:

A simple majority of voting Directors (at least 50% +1 of the current Board) shall constitute a quorum for Board meetings.

Voting:

A majority of Directors present in person or by electronic means is required to approve any resolution or action of the Board.
Voting by proxy is not permitted.
The Board may conduct votes by email or other electronic polling mechanisms between meetings, provided that a quorum of recipients votes.

G. Parliamentary Procedure

All Board meetings shall be conducted in accordance with Robert's Rules of Order (Latest Version) or other recognized Code of Parliamentary Procedure, unless the Board adopts alternative procedures.

H. Meeting Records and Minutes

Documentation:

The Secretary shall maintain comprehensive minutes of all Board meetings, including:

Date, time, and location of the meeting;
Directors present and absent;
Agenda items discussed;
Decisions made and resolutions approved;
Voting results, including the vote tally;
Any conflicts of interest disclosed; and
Names and affiliations of non-Board speakers or presenters.

Approval and Storage:

Minutes shall be approved at the next meeting.
Approved minutes shall be stored securely and maintained as official records of GSAEC.
Directors shall have access to minutes of all prior Board meetings.

ARTICLE VII: CONFLICT OF INTEREST

Section 1: Purpose

Directors and officers must act in the best interests of GSAEC. This section establishes procedures to identify and manage conflicts of interest.

Section 2: Definition

A conflict of interest exists when an individual's personal, financial, professional, or other interests could reasonably be perceived as influencing their judgment or actions on behalf of GSAEC.

Section 3: Disclosure

All directors and officers shall annually complete a Conflict of Interest Disclosure Form and shall promptly disclose any actual, potential, or perceived conflict as it arises. Disclosures shall be made to the Board Chair or a designated officer.

Section 4: Recusal Procedures

Any individual with a disclosed conflict shall refrain from voting on related matters. At the request of the Board, the individual may provide factual information but shall withdraw from deliberations and leave the meeting during the vote.

Section 5: Board Review

The Board of Directors shall determine whether a conflict exists and what actions are necessary to protect GSAEC's interests. All disclosures and related actions shall be recorded in the meeting minutes.

Section 6: Violations

Failure to disclose a conflict or comply with this section may result in disciplinary action, including removal from a position or referral to the appropriate body as permitted by these bylaws.

ARTICLE VIII: COMMITTEES

Section 1: General Committee Authority and Governance

A. Committee Structure

The Board of Directors may establish Standing Committees and ad hoc Committees to carry out the work of GSAEC in furtherance of its mission. Committee purposes, along with approved policies and procedures for each, shall be contained in the GSAEC Policies and Procedures Manual. All Committees report through their chairs to the Board of Directors. Committee actions are subject to review and approval by the Board of Directors.

B. Standing Committees

Standing Committees of GSAEC may be created by a majority vote of the Board. These Standing Committees shall provide ongoing functions vital to the organization on a long-term basis. The scope of responsibility for each Standing Committee shall be established by the President, based on the advice of the Board.

All standing committees shall be composed of at least three (3) members of GSAEC, including at least one voting Director.

Current Standing Committees include:

Executive Committee
Nominations and Elections Committee
Finance Committee
Research Committee
Educational Programming and Conference Committee

The Board may establish additional Standing Committees or discharge existing Standing Committees by majority vote when, in the judgment of the Board, such action is warranted.

C. ad hoc Committees

Ad hoc Committees may be appointed by the President as needed to carry out a specific task that is not the assigned function of an existing Standing Committee of GSAEC.

The President will give any ad hoc Committee a specific charge defining:

The scope of the committee's duties;
The duration of the committee's work;
The rights of the committee to take action;
The frequency of committee reports to the Board of Directors which shall be not less than annually;
The frequency of committee meetings.

Ad hoc Committees are discharged automatically upon:

The acceptance of their final report to the Board; or
Completion of the current President's term of office.

Ad hoc Committees may be discharged at any time by the President.

Section 2: Committee Composition, Appointments, and Terms

A. Composition of Standing Committees (Unless Otherwise Specified)

1. Committee Chairs:

Standing Committee Chairpersons must be voting members of GSAEC. Committee Chairs shall serve a two-year term in each position with eligibility to become committee members at large after their terms conclude.

2. Committee Members:

Standing Committees shall be composed of at least three (3) members of GSAEC. A member of a Standing Committee (other than the Executive Committee and the Nominations and Elections Committee) need not be a voting member.

3. Staggered Terms:

Committee member terms shall be staggered to allow for continuity and the incorporation of new committee members.

4. Appointment:

Standing Committees shall be appointed by the President and confirmed by the Board. The President, in consultation with the Committee Chair, is responsible for making appointments from the current pool of applicants to replace members rotating off Standing Committees.

5. Ex Officio Membership:

The President shall be an ex officio member of all committees (non-voting unless otherwise specified).

B. Composition of ad hoc Committees

The Chair and members of all ad hoc Committees shall be appointed at the discretion of the President. Any GSAEC member is eligible to serve as Chair of an ad hoc Committee.

C. Removal and Vacancies

Any member of a Committee sanctioned by these Bylaws may be removed from such position, with or without cause, upon the affirmative vote of seventy-five percent (75%) or more of the members of the Board. Vacancies may be filled by the President for the remainder of the term.

Section 3: Committee Meetings, Quorum, and Voting

A. Committee Meetings

Meetings of any Committee may be called from time to time upon the request of the President or the Chair of the Committee. Notice of Committee meetings shall be given in the same manner as for meetings of the Board of Directors (per Article VI, Section 2).

B. Format

Committee members may participate in and hold meetings by means of a conference telephone, video conference, or similar communications equipment, provided that all persons participating in the meeting can hear and speak with one another.

C. Quorum and Voting

Committees may conduct business with a majority of appointed members present. Recommendations to the Board require a simple majority vote of members present unless otherwise specified.

Section 4: Executive Committee

A. Purpose

Provide strategic leadership between Board meetings, ensure continuity of governance, and oversee execution of Board priorities.

B. Composition

The Executive Committee shall be comprised of the President, who shall serve as Chair of the Executive Committee, the President-Elect, the Secretary, and the Treasurer, all of whom are voting members.

C. Decision-Making Authority: Board vs. Executive Committee

1. Purpose

To ensure efficient and accountable governance, this section clarifies which decisions require full Board approval and which may be delegated to the Executive Committee or staff for operational management.

2. Board Authority: Strategic and Governance Decisions

The Board of Directors retains exclusive authority over the following matters, which require approval by majority vote of the Board:

Strategic Direction & Governance:

Approval of GSAEC's strategic plan and major organizational initiatives;
Adoption or amendment of these Bylaws and governance policies.

Financial Oversight & Budgeting:

Approval of the annual operating budget and significant budgetary adjustments;
Approval of financial commitments and contractual obligations exceeding $10,000;
Authorization of fundraising campaigns and major grant applications.

Executive Leadership:

Hiring, contract negotiation, and termination of the Executive Director;
Annual review and approval of Executive Director compensation.

Membership & Organizational Structure:

Approval of changes to membership categories, institutional membership eligibility, or voting rights;
Approval of institutional membership admissions or removal from membership.

Major Events & Conferences:

Approval of national conferences, summits, or signature events;
Selection of conference locations with significant financial or strategic implications.

Legal & Compliance:

Authorization of major contracts, leases, or binding agreements exceeding $10,000;
Resolution of legal disputes or matters involving significant liability;
Compliance decisions affecting nonprofit legal or regulatory status.

3. Executive Committee Authority: Operational Decisions

The Executive Committee is empowered to manage the following operational matters within Board-approved budgets and policies, without requiring full Board approval:

Routine Financial & Budgetary Management:

Approval and execution of expenditures up to $5,000;
Execution of contracts and agreements under $10,000 within the approved budget;
Management of day-to-day financial transactions and banking decisions.

Operational Oversight & Program Implementation:

Execution of Board-approved initiatives (e.g., membership engagement, research projects, educational programming);
Oversight of routine administrative tasks and compliance procedures;
Management of staff and operational contracts within Board-approved parameters.

Event Logistics & Management:

Coordination of conference logistics, vendor negotiations, and operational details;
Implementation of Board-approved conference location and event decisions.

4. Reporting and Documentation

All Executive Committee decisions must be documented and reported to the full Board. The Executive Committee shall submit:

A written summary of financial transactions and contractual obligations at each regular Board meeting;
A formal quarterly report detailing expenditures, contracts, and any actions taken outside normal operational scope;
An annual review of Executive Committee decision-making to ensure continued alignment with organizational governance best practices.

The Board shall review these reports and may, by majority vote, modify or revoke any Executive Committee decision.

5. Delegation by Executive Committee

The Executive Committee may further delegate specific operational decisions to the Executive Director or designated staff members, provided that such delegations remain within the financial and policy parameters established by the Board. The Executive Committee retains oversight responsibility for all delegated decisions.

D. Reporting

The Executive Committee shall report all actions undertaken by it at meetings of the Board of Directors since the last meeting of the Board. The Board shall have full authority, by a majority vote of all Directors, to modify or revoke any action taken by the Executive Committee.

E. Emergency Powers and Decision-Making

1. Purpose

This section ensures GSAEC can respond swiftly and responsibly during urgent situations that require immediate action. It defines what qualifies as an emergency, when the Executive Committee may act on behalf of the full Board, and outlines the procedures for reporting and documenting such actions.

2 Definition of Emergency

An emergency exists when immediate action is necessary to prevent or mitigate significant harm to GSAEC's operations, reputation, finances, members, or legal obligations, and when time constraints prevent convening the full Board.

Examples of emergencies include:

Legal or regulatory deadlines requiring immediate response;
Significant financial or operational threats;
Critical member, staff, or contractor issues;
Cybersecurity incidents or data breaches;
Natural disasters or disruptions affecting the continuity of operations.

An emergency requires both (a) necessity and (b) time sensitivity.

3. Authority of the Executive Committee

During a declared emergency, the Executive Committee is authorized to act on behalf of the Board, provided that such actions are:

Limited to addressing the immediate emergency situation;
Necessary and proportional to the threat;
Restricted to the shortest possible timeframe.

Emergency powers do not permit the Executive Committee to:

Amend these Bylaws;
Remove Board members;
Approve non-emergency strategic or long-term commitments;
Dissolve the organization.

4. Emergency Procedures

Declaration of Emergency:

An emergency may be declared by the President or by two Executive Committee members acting jointly if the President is unavailable. Reasonable efforts must be made to notify all members of the Executive Committee.

Emergency Meeting and Decision-Making:

A quorum of the Executive Committee is required. Decisions require a simple majority vote of those present. The Executive Committee should seek relevant input from the Board or subject matter experts when feasible. Actions must be narrowly tailored to address the emergency.

Implementation:

Emergency decisions shall be executed promptly, with clear assignment of responsibilities and timelines.

5. Reporting and Board Ratification

Within five (5) business days of taking emergency action, the Executive Committee must provide a written report to the full Board, including:

A description of the emergency;
Actions taken and by whom;
Rationale for use of emergency authority;
Financial or operational implications;
Recommendation for Board ratification or further action.

The Board shall review the emergency actions at its next regularly scheduled meeting and may ratify, modify, or rescind such actions by majority vote. Emergency actions remain in effect unless modified or rescinded by the Board.

Section 5: Nominations and Elections Committee

A. Purpose

Ensure a strong, transparent, diverse, and inclusive pipeline of qualified leaders for elected and appointed roles.

B. Composition

The Nominations and Elections Committee shall consist of at least three (3) persons, including the Immediate Past President, who shall serve as Chair. The President (ex officio), two (2) voting Directors appointed by the Board Chair (or President), and one (1) Individual Member-at-large appointed by the Board shall serve as members.

The President's appointments of the Chair and members of the Nominations and Elections Committee must be approved by the Board of Directors before they become effective.

Section 6: Finance Committee

A. Purpose

Safeguard GSAEC's financial health through budgeting, oversight, and disciplined financial planning.

B. Composition

The Committee shall be composed of no more than three (3) voting members. The Treasurer serves as Chair. Members of the Committee shall be appointed from the Board and may volunteer to serve on the Committee, or the President or the Committee Chair may appoint them.

Committee members shall rotate off once their term has been completed. Committee members may serve no more than two consecutive terms.

Section 7: Research Committee

A. Purpose

Advance GSAEC's mission by promoting, coordinating, and disseminating high-quality research that strengthens coach education and informs standards, teaching, and practice.

B. Composition

Committee composition shall follow the general provisions in Section 2 unless otherwise determined by the Board.

Section 8: Educational Programming and Conference Committee

A. Purpose

Deliver high-quality educational experiences (conference and year-round programming) aligned with GSAEC's mission, standards, and the evolving coaching profession.

B. Composition

Committee composition shall follow the general provisions in Section 2 unless otherwise determined by the Board.

Section 9: Academic Standards Committee

Purpose

Oversee and recommend standards, guidelines, and review processes related to academic quality in coaching education programs consistent with GSAEC’s mission.

Composition

The Chair is appointed by the GSAEC President. Members are from institutions that have received recognition in accordance with the academic standards.

ARTICLE IX: EXECUTIVE DIRECTOR AND STAFF

Section 1: Appointment and Authority of Executive Director

A. Hiring and Appointment

The Board of Directors shall have sole authority to hire the Executive Director of GSAEC, who will be the chief staff member of GSAEC. The Executive Committee shall oversee the recruitment process and provide a recommendation to the full Board. The Executive Director shall be appointed by a majority vote of the Board.

The terms of employment, including salary and contract terms, shall be approved by the Board in accordance with the annual budget.

B. Authority and Responsibilities

The Executive Director shall serve at the discretion of the Board, fulfill those functions and responsibilities assigned to such position, and may be compensated for services performed under terms approved by the Board.

The Executive Director shall, in general, supervise and control all the business and affairs of GSAEC, including the activities of GSAEC's paid staff members. The Executive Director may sign, with the Secretary or any other officer of GSAEC as authorized by the Board of Directors, any deeds, mortgages, bonds, contracts (including employment contracts), or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board, by these Bylaws, or by statute to some other officer or agent of GSAEC.

In general, the Executive Director shall perform all duties incident to the office of the Executive Director and such other duties as may be prescribed by the Board.

C. Interim Executive Director

As may be required due to an unanticipated vacancy in the position of Executive Director, the Board may appoint and/or employ an interim Executive Director, which may be a current Director, until the vacancy is filled.

Section 2: Staff Employment and Management

The Executive Director shall employ and supervise additional staff to positions as authorized by the Board.

Section 3: Oversight and Performance Evaluation

A. Reporting Relationship

The Executive Director shall report to the Board of Directors and provide a report on the business of GSAEC at each meeting of the Board.

B. Annual Performance Evaluation

The Executive Director shall be subject to annual performance evaluations conducted by the Executive Committee or a designated Personnel Review Committee. The evaluation shall assess alignment with GSAEC's strategic goals, financial management, membership engagement, and program effectiveness.

The Executive Committee or designated Personnel Review Committee shall report and make recommendations to the Board in conjunction with said review. The Board shall have authority to adjust compensation, extend contracts, or issue corrective action plans based on the evaluation results.

Section 4: Compensation

A. Executive Director Salary Approval

The salary and compensation package of the Executive Director shall be reviewed annually by the Finance Committee and approved by the Board of Directors. The review shall consider financial health, organizational performance, and industry benchmarks. Any proposed salary adjustments require approval by a two-thirds (2/3) majority vote of the Board.

B. Staff Salary Approval

The Executive Director shall have the authority to determine and manage staff salaries, provided that all salaries fall within the Board-approved budget. The Finance Committee shall review salary structures periodically to ensure alignment with financial policies and best practices.

The Board shall not be involved in individual staff salary decisions unless there are significant budgetary implications that require approval.

Section 5: Termination of the Executive Director

The Executive Director may be terminated for cause, due to financial constraints, or for performance deficiencies. The Executive Committee shall conduct an investigation and present a recommendation to the Board. A two-thirds (2/3) majority vote of the Board is required for termination.

In cases where services are provided by a third-party management company, the Board shall have the authority to terminate or renegotiate the management contract as needed.

Section 6: Restrictions on Board Service

Staff members of GSAEC, including the Executive Director, shall not be voting members of the Board of Directors.

ARTICLE X: ANNUAL MEMBERSHIP MEETING

Section 1: Meeting Schedule and Conduct

There shall be an Annual Meeting of Members at a place and time specified by the Board of Directors. All Members shall be invited to attend said meeting, which will be presided over by the Chair of the Board.

Voting Rights: Voting is limited to:

Institutional Members (as conveyed by each Institution's Voting or Alternate Representative), and
The Representative elected by Individual Members, who shall cast one vote on behalf of all Individual Members.

The format for conducting the meeting, and the content of its agenda, will be at the sole discretion of the Board, although Members represented at the meeting in person or present by two-way teleconference shall have the opportunity to present matters without notice other than announcement at the meeting and without further notice to any absent Member.

Section 2: Quorum and Voting Requirements

A quorum at the Annual Meeting shall consist of five percent (5%) of the Voting Members, present in person or by two-way teleconference. All matters brought before the membership for approval shall be deemed approved if a simple majority of Voting Members present votes in favor.

Section 3: Notice of Meeting

Notice of the Annual Meeting of Members shall be given at least ten (10) days prior to the meeting, provided either personally or by mail, facsimile, electronic mail, or electronic communication to each Member based on the most recent contact information provided by the Member to GSAEC.

ARTICLE XI: FISCAL AFFAIRS

Section 1: Fiscal Year

The fiscal year of GSAEC shall be July 1 through June 30.

Section 2: Bank Accounts and Financial Institutions

Subject to the approval of the Board, deposit accounts for the funds of GSAEC may be opened in banks and other financial institutions selected and designated by the Treasurer. Such financial institutions are authorized to make payments from the funds of GSAEC on deposit with them. Such payments are to be made upon presentation of checks or withdrawal orders signed by the Executive Director or employees as may be designated by the Board of Directors.

Section 3: Authorization of Expenditures and Check Signing

The Executive Director shall annually recommend an operating expense budget for approval by the Board of Directors. Authorization for checks written on GSAEC accounts specifically related to budgeted and approved operating expenses may be signed by the Executive Director. All other expenses against GSAEC accounts must be approved by the Executive Committee.

Section 4: Annual Audit

The accounts of GSAEC shall be audited annually by a qualified independent public accounting firm after the close of the fiscal year. The Executive Director or President will be responsible for selecting the firm to conduct this audit, as well as for determining the contractual terms under which the services are provided, subject to approval of the selection and terms by the Board of Directors. The final report issued by the selected firm will be provided to Members and shall be filed with the appropriate governmental agencies as required by law and/or regulation.

Section 5: Investment Authority

Subject to the approval of the Board, GSAEC may invest its funds in accordance with its investment policy and maintain such investment accounts as it deems appropriate with investment institutions. The Board shall have the authority, by appropriate resolution, to designate such institutions and to authorize the Executive Director or other employees as it deems appropriate to sign such documentation as may be necessary to conduct investment business pursuant to said designation.

ARTICLE XII: INDEMNIFICATION

Section 1: Indemnification of Directors, Officers, Employees, and Agents

In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, seeks indemnification from GSAEC against expenses, including attorneys' fees (and in the case of actions other than those by or in the right of GSAEC, judgments, fines, and amounts paid in settlement), actually and reasonably incurred by such person in connection with such action, suit, or proceeding by reason of the fact that such person is or was a Director, Officer, employee, trustee, or agent of GSAEC, or is or was serving at the request of GSAEC as a Director, Officer, employee, trustee, or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise; then, unless such indemnification is ordered by a court, GSAEC shall determine, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law. To the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.

Section 2: Scope and Continuation of Indemnification

The indemnification provided above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or Bylaws of GSAEC, or any agreement, vote of Members or disinterested Directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. Indemnification shall continue as to a person who has ceased to be a Director, Officer, employee, trustee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 3: Insurance Coverage

To the extent permitted by Georgia law, GSAEC may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, trustee, or agent of GSAEC, or is or was serving at the request of GSAEC as a Director, Officer, employee, trustee, or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise.

ARTICLE XIII: NON-DISCRIMINATION

Section 1: Employment Practices

It shall be the policy of GSAEC to treat each applicant for employment and each employee based on individual merit without regard to race, color, religion, gender, age, national origin, disability, veteran status, sexual orientation, or any other status protected by applicable law.

Section 2: Programs and Services

It shall be the policy of GSAEC to treat its programs and services without regard to race, color, religion, gender, age, national origin, disability, veteran status, sexual orientation, or any other status protected by applicable law.

Section 3: Harassment Policy and Prevention

GSAEC prohibits harassment of any kind, including but not limited to sexual harassment, and will take appropriate and immediate action in response to complaints or knowledge of violations of this policy. For the purposes of this policy, harassment is defined as any verbal or physical conduct designed to threaten, intimidate, or coerce an employee, coworker, member, or any person working for or on behalf of GSAEC. Any officer, director, member, or employee who engages in prohibited harassment will be subject to discipline, up to and including immediate discharge from employment or removal from leadership positions.

ARTICLE XIV: AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS

Section 1: Amendment Procedures

The Articles of Incorporation and these Bylaws of GSAEC may be altered, amended, or repealed by at least a two-thirds (2/3) vote of those Voting Members present at a meeting of the Board at which a quorum has been established, or present by two-way teleconference, provided that:

A copy of any proposed changes has been provided to all Members at least thirty (30) days in advance of the meeting at which the changes are to be considered; and
The proposed amendments are clearly identified and explained to Members receiving notice.

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ARTICLE XV: IMPLEMENTATION

These Bylaws were effective beginning May 24, 2019. They were revised on January 15, 2026.

APPENDIX: Glossary of Key Terms

Ad hoc Committee: A temporary committee established by the President, with a specific, time‑limited charge not assigned to a Standing Committee, which is dissolved upon completion of its work unless extended by the Board.

Board Chair: Alternative title for the President.

Committee Chair: A voting Director designated to lead a standing committee.

Conflict of Interest: A situation in which an individual's personal, financial, professional, or other interests could reasonably be perceived as influencing their judgment on behalf of GSAEC.

Directors-At-Large: Elected Board members serving terms of three (3) years, representing diverse perspectives and expertise.

Executive Committee: Composed of the President, President-Elect, Secretary, and Treasurer; holds interim authority between Board meetings.

Good Standing: Individual Members who are current on membership dues and in compliance with GSAEC policies and ethical standards.

Immediate Past President: The Director who served as President in the most recent term and who serves as a voting Director and Nominations Committee Chair for the following two-year term.

Individual Member in Good Standing: An Individual Member who is current on membership dues and compliant with GSAEC policies.

Institutional Member: An accredited university, college, or graduate program granted membership in GSAEC; non-voting in governance matters.

Institutional Representative: The primary individual, and any Board‑approved alternates, designated by an Institutional Member as its main GSAEC contact, with governance voting rights.

Officer: A voting Director serving in one of the four officer positions: President, President-Elect, Secretary, or Treasurer.

Policies: Board‑approved statements and procedures that interpret these Bylaws and guide GSAEC’s ongoing programs, membership, governance, and operations, provided they remain consistent with the Bylaws and applicable law.

Quorum: The minimum number of Directors or Committee members required to be present for a meeting to be valid.

Standing Committee: A permanent committee established by these Bylaws to carry out ongoing functions of GSAEC.

Student Member: An individual enrolled in a coach education program at a GSAEC Member Institution who supports GSAEC’s mission and does not hold governance voting rights.

Term Limit: The maximum number of consecutive terms a Director or Officer may serve in a single position before a mandatory break is required.

Voting Member: An Individual Member or Institutional Member authorized to vote at the Annual Meeting of Members as defined in these Bylaws.

Review the entire GSAEC Bylaws document HERE

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