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BYLAWS
THE GRADUATE SCHOOL ALLIANCE FOR EDUCATION IN COACHING
Review the entire GSAEC Bylaws document HERE
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:
1.2.3.4.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:
1.Offer graduate-level coursework, certificates, or degrees in
coaching or coach education, including:
2.oCourses or programs that add professional coaching
skills or principles to students' existing education; or
oCourses 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:
1.2.3.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:
1.Serving on advisory councils or panels established by the
2.3.4.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:
1.Satisfy the current criteria of the membership category being
applied for; and
2.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:
1.Satisfy current criteria for the membership category being
applied for; and
2.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:
1.Failure to fulfill the requirements of membership, including failure
to pay dues; or
2.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:
oExperience in higher education, coaching education, research, or
executive leadership.
oDemonstrated commitment to GSAEC's mission and strategic
priorities.
oGovernance and leadership skills; ability to make meaningful
contributions to Board work.
oDiverse 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:
1.Executive Committee
2.Nominations and Elections Committee
3.Finance Committee
4.Research Committee
5.Educational Programming and Conference Committee
6.Academic Standards
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
A.Purpose
Oversee and recommend standards, guidelines, and review
processes related to academic quality in coaching education
programs consistent with GSAEC’s mission.
B.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:
1.2.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.
____________________________________________
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