Revised: May 11, 2018
Bylaws of the
San Fernando Valley Chapter –
California Association of Marriage and Family Therapists
A Mutual Benefit Corporation
ARTICLE I. NAME
The name of this corporation shall be San Fernando Valley Chapter - California Association of Marriage and Family Therapists, A Mutual Benefit Corporation
ARTICLE II. ORGANIZATIONAL AUTHORIZATION
This corporation is organized as a chapter of the California Association of Marriage and Family Therapists (“CAMFT”) pursuant to a charter granted by CAMFT.
ARTICLE III. GEOGRAPHIC AREA SERVED
The geographic area served by this chapter is the San Fernando Valley and adjacent areas not then being served by other chapters of CAMFT.
ARTICLE IV. PRINCIPAL BUSINESS OFFICE
The board of directors of this corporation may select a principal office for the transaction of corporate business within the geographic area served by this chapter, or may from time to time designate different places within the geographic area served by the chapter where corporation business may be conducted.
ARTICLE V. OBJECTIVES AND PURPOSES
The objectives and purposes of this corporation shall be to advance marriage and family therapy as an art, a science and a mental health profession, and to assist CAMFT in furtherance of its objectives within the geographic area served. This corporation may pursue such other objectives and purposes that are consistent with the interests of corporate members and are not in conflict with the best interests of CAMFT.
ARTICLE VI. MEMBERSHIP
A. Categories and Qualifications of Membership.
1. CAMFT Membership. No person shall become a member, nor continue as a member of this corporation unless such person is, at all such times, a member, in good standing, of CAMFT, with the exception of the Affiliate and Community Partner membership levels.
2. Categories of Membership. The membership levels of the organization shall be Clinical, Associate/Pre-licensed, Student/Pre-licensed, Allied Professional, Affiliate, Community Partner, Lifetime, and Emeritus.
3. Membership Levels Defined.
a. Clinical Members shall hold a license as a Marriage and Family Therapist issued by the Board of Behavioral Science
b. Associate Pre-licensed members shall have completed all educational requirements for licensure and be engaged in the process of gaining hours of experience either as a registered associate, applicant or in some other lawful capacity.
c. Student Pre-licensed members shall be enrolled in a master's or doctorate program satisfying the educational requirements for eligibility to sit for the licensed marriage and family therapist examination.
d. Allied Professional members shall be in a profession related to marriage and family therapy, whose practitioners are licensed, certified, and registered pursuant to California law, who shall not hold a marriage and family therapy license. Including, but not limited to LCSW's, LPCC's, psychologists, and psychiatrists.
e. Affiliate members shall be individuals in a profession reasonably related to marriage and family therapy whose practitioners by inclusion, further the objectives and purposes of this corporation, and who are licensed, certified, or registered pursuant to California law, or who are specifically exempt from licensure. Included, but not limited to accountants, attorneys, physicians, and financial advisors.
f. Community Partner members shall be individuals, companies, organizations, and chapter sponsors who may or may not be associated or working in the field of marriage and family therapy or mental health.
g. Lifetime members shall be individuals that plan to be practicing for more than 8 years and agree to pay a one-time fee in order to maintain membership for life without having to pay annual renewal fees.
h. Emeritus members shall be individuals declared inactive by the Board of Behavioral Sciences of the State of California, and no longer working in the mental health field nor are they offering or promoting any other business or service. Must also be granted Emeritus status by CAMFT.
4. Voting Rights.
There shall be no distinction in voting rights based on category of membership in this corporation, except affiliate and community partner members shall not be entitled to vote.
B. Non-transferability of Membership.
Membership in this corporation, and the rights pertaining thereto, shall not be transferable. Any such attempted transfer shall be null and void. Membership rights shall cease upon the death of the member.
C. Admission to Membership.
Except as otherwise provided in these bylaws, membership in any category, shall be subject to review by the Vice President of Membership. Any new or renewing membership where the Vice President is uncertain of eligibility shall be brought before the board of directors. The board shall consider the membership in question and vote on the approval of accepting the membership. Membership shall be probationary until such vote of approval.
D. Fees, Dues and Assessments.
Each member in good standing, unless otherwise exempt by these bylaws or action by the directors, must pay, within the time and on the conditions set forth in these bylaws, or where appropriate, as established by the board of directors and/or the membership, such fees, dues and assessments as are fixed from time to time by the board of directors and/or the membership.
E. Termination of Membership.
Membership in this corporation shall terminate upon the occurrence of any of the following: resignation, non-payment of dues, expulsion, suspension, or loss of eligibility.
A member may resign from membership at any time by submitting, in writing to the corporation, his or her resignation. The effective date of the resignation shall be when the corporation receives the letter of resignation or at such later time as is indicated in the letter.
2. Non-payment of Dues.
Anyone in any class of membership whose dues are in default on the ninety-first day following the due date for the payment of dues shall be dropped from membership in the corporation, provided a notice, delivered pursuant to Article XX of these bylaws has been sent to such member at least thirty (30) days prior to termination of membership.
3. Expulsion or Suspension.
Anyone who has been determined to have violated the ethical standards of CAMFT and who has been expelled or suspended from membership in CAMFT, shall also be expelled or suspended from membership in this corporation. Any member to be expelled or suspended shall be entitled to at least fifteen (15) calendar days prior notice of the expulsion or suspension and the reasons therefor. Notice shall be provided pursuant to Article XX of these bylaws.
4. Loss of Eligibility.
Any member, regardless of category or classification, who is no longer eligible for such membership due to (a) termination of membership in CAMFT or (b) any other reason, including (i) a pre-licensed member who has become an Associate or been licensed for ninety (90) days and has not transferred his or her membership; and (ii) an affiliate member who no longer meets the eligibility requirements established by the board of directors, may be dropped from membership, provided a notice is provided to such member pursuant to Article XX of these bylaws at least thirty (30) days prior to termination of membership.
F. Reinstatement of Membership.
1. After Resignation or Non-payment of Dues.
Anyone who resigned from the corporation or whose membership was terminated due to non-payment of dues, may be reinstated to that member’s former category of membership provided the applicant has submitted a new application for membership; is a current member, in good standing, of CAMFT; is in compliance with all other requirements for membership in this corporation; and the application is accompanied by payment of appropriate dues and other fees. Reinstatement is subject to review by the Vice President of Membership.
2. After expulsion, suspension, or loss of eligibility.
Anyone who has been expelled or suspended from membership in the corporation for violation of the ethical standards of CAMFT, or who was dropped from membership due to a loss of eligibility, may be reinstated when membership within CAMFT is reinstated, or in the case of an affiliate or community partner member, upon review by the Vice President of Membership.
ARTICLE VII. MEETINGS OF MEMBERS.
A. Annual Membership Meeting.
An annual meeting of members shall be held in the month of October unless the board of directors fixes another date and so notifies the members as provided in Article VII. E, below.
B. General Membership Meetings.
General meetings of members shall be regularly scheduled by the president in consultation with the board of directors.
C. Special Membership Meetings.
Special meetings of the members may be called by the president, in consultation with the board of directors. Additionally, the president shall convene special meetings of the members upon the call of five (5) percent or more of the voting members.
D. Place of Meetings.
Meetings of members shall be held at a location, designated by the board of directors, within the geographical area served.
E. Notice of Meetings.
Written notice of any meeting of members shall be given to each member, not less than ten (10) days before the date of the meeting. Written notice of the annual meeting of members or any special meeting of members, shall be given to each member, not less than ten (10) nor more than ninety (90) days before the date of such meeting.
When an annual or a special meeting is recessed or adjourned for more than fourteen (14) days, a notice of the recessed or adjourned meeting shall be given as if it were the original meeting.
The notice shall specify the place, date, and hour of the meeting and (1) in the case of a special meeting of members, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of any general meeting of members, those matters which the board of directors, at the time the notice is given, intends to present for action by the members.
Notice of any meeting of members shall be pursuant to Article XX of these bylaws.
A quorum for a meeting of the members, whether regular or special, shall be fifteen (15%) percent of the members entitled to vote.
If a quorum is present, the vote of the majority of the members present at the meeting and entitled to vote, shall be the act of all the members.
G. Recessed or Adjourned Meeting.
When a meeting of members is recessed or adjourned to another time or place, the corporation may, at such deferred meeting, transact any business which might have been transacted at the original meeting.
H. Mail Ballot and Proxy Voting.
The business of the corporation may be conducted by mail or electronic ballot at the discretion of the board of directors. Voting by proxy is hereby prohibited.
I. Determination of Record Dates.
The board of directors may fix, in advance, dates as the record dates for the purpose of determining 1) the members entitled to notice of any meeting of members; 2) the members entitled to vote at a meeting of members; 3) the members entitled to cast written ballots, and 4) the members entitled to exercise any rights in respect of any other lawful action.
Such record dates shall not be more than sixty (60) days before the date of the meeting, or, in the case of written or electronic ballots, such record date shall not be more than sixty (60) days before the day on which such written or electronic ballots are first sent or solicited. With respect to record dates regarding any other lawful action, such record date shall not be more than sixty (60) days prior to such other action.
The activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of a board of twelve (12) directors (subject to the provisions of subparagraph D., “Vacancies”) all of whom shall be members of the corporation as hereinafter provided.
2. Specific Powers.
Without prejudice to these general powers, and subject to the same limitation, the board of directors shall have all specific powers as are authorized by applicable law, including, but not limited to, the power to select and remove all agents and employees of the corporation; prescribe any powers and duties for them that are consistent with law and these bylaws; fix their compensation; and require from them security for faithful performance of their duties.
3. Composition of Board.
The board of directors shall consist of the elected officers (president, past president, president-elect, secretary, chief financial officer, vice-president – marketing and communications, vice-president - programs, and vice-president - membership), and four (4) directors-at-large elected from and by the voting members of the corporation, including one (1) director-at-large elected from the pre-licensed membership and by the voting members of the corporation. No more than two (2) persons who hold a license to practice healthcare (mental or physical) other than, or in addition to, a marriage and family therapist license, may serve on the board of directors at any one time.
a. Number of Meetings.
The board of directors shall meet at least eight (8) times during each fiscal year. Dates of these regular meetings shall be established by the board of directors. Meetings of the board of directors shall be held at such place, within the geographic area served, as the directors may from time to time designate.
b. Notice of Meetings.
Regular meetings of the board shall be held upon not less than ten (10) days written notice. Notice of a meeting shall be deemed waived by any director who signed a waiver of notice or a written consent to hold such meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.
c. Special Meetings.
Special meetings of the board of directors shall be called by the president upon the written request of any three (3) board members, which may include the president. Such specially called meetings shall be held within thirty (30) days of the receipt of the written request. Special meetings of the board shall be held upon at least four (4) days’ notice to members and provided pursuant to Article XX of these bylaws.
d. Alternate means of participation.
Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation. Participation in a meeting through such means constitutes presence in person at that meeting as long as all directors participating in the meeting are able to hear one another, can communicate with all of the other directors concurrently, and each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
Six (6) or more directors shall constitute a quorum of the board for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, except as a greater or lesser number is required by applicable law or by these bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by applicable law or these bylaws.
No compensation shall be paid to any member of the board for performing the duties for which he or she was elected, except for gifts of a nominal value presented in appreciation of service to the corporation. Notwithstanding the foregoing, board members may receive reimbursement of expenses as may be determined by resolution of the board of directors to be just and reasonable.
7. Restriction Regarding Interested Directors
Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, “interested persons” means either:
a. Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part- time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
b. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
1. Officers Designated.
The officers of the corporation shall be the president, the president elect, the past president, the vice-president - programs, the vice-president - membership, the secretary, the chief financial officer, and the vice-president – marketing and communications.
2. Duties of Officers.
The president shall, subject to the control of the board of directors, generally supervise, direct and control the business of the corporation. All other officers shall be subordinate to the president. He or she shall preside at all meetings of the members and at all meetings of the board of directors. Notwithstanding any other provision in these bylaws to the contrary, the President shall be entitled to vote on all matters coming before the board of directors. He or she shall recommend to the board, for appointment, standing committee chairpersons. He or she shall appoint standing committee members except as otherwise provided in these bylaws. The president shall be an ex-officio member of all committees. In serving ex-officio, the president shall not have the right to vote. He or she shall have such other powers and duties as may be prescribed by the board of directors or the bylaws. The president shall report the activities of this office to the board of directors at their meetings and to the members at membership meetings. The president, unless re-elected to the presidency, shall serve on the board of directors for one year as past president upon the end of his or her term as president.
b. President Elect.
Except as otherwise provided, the president-elect shall succeed to the presidency. He or she shall perform the duties of the president in the event the president and the past president are unavailable or unable to serve. The president-elect shall perform such other duties as are delegated to him or her by the president or the board of directors. In the event the president-elect is a pre-licensed member, he or she shall not succeed to the presidency prior to licensure. In such case, the past president shall serve as president until such time as the ineligible president-elect achieves licensure or the term of office expires.
c. Past President.
The past president shall provide consultation to the president and the board of directors to ensure continuity during a transition of corporate management. The past president shall perform the duties of the president in the event the president is unavailable or unable to serve. The past president shall serve as parliamentarian and perform such other duties as are delegated to him or her by the president or the board of directors.
d. Vice-president - Programs.
The vice-president - programs shall, subject to the direction and control of the president, supervise, direct and control the design, organization and implementation of corporate programs for the benefit of the membership. Such programs shall include presentations, whether by guest lecturers or corporation members, which further the objectives and purposes, as hereinbefore stated, of this corporation.
e. Vice-president - Membership.
The vice-president - membership shall, subject to the direction and control of the president, direct and control all corporate business related to the solicitation of members, maintenance of corporate records related to membership, and verification of member qualifications.
He or she shall maintain, or cause to be maintained, (a) a current record of members containing the names of each member, their addresses, and the category of membership held by each; and (b) a record of membership attendance at each meeting of members, containing the names of those present, the category of membership held by each, and the numbers of members present or represented at such meetings.
The vice-president - membership shall, within thirty (30) days of the election or appointment of any member to an elected office or to the board of directors, certify the same to CAMFT, providing CAMFT with such member or members names, addresses, and the respective position to which each was elected or appointed.
The secretary shall, subject to the direction and control of the president, maintain, or cause to be maintained, at the principal office or such other place as the board of directors may direct, a book of minutes of the proceedings of the board, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, and the proceedings of such meetings.
The secretary shall prepare and deliver, or cause to be prepared and delivered, a summary of the proceedings of each meeting or a copy of the minutes, sufficient in detail to inform the membership of all substantive matters discussed and/or acted upon at such meeting, to the editor of the chapter Newsletter for publication in the next available issue of the Newsletter.
The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.
g. Chief Financial Officer.
The chief financial officer shall, subject to the direction and control of the president, keep and maintain, or cause to be kept and maintained, in accordance with generally accepted accounting principles, consistently applied year to year, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and any other matters customarily included in financial statements.
The chief financial officer shall deposit, or shall cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors; shall disburse, or cause to be disbursed, the funds of the corporation as may be ordered by the president or the board of directors; shall render at such regular meetings of the board, or at such other times as directed by the board, an account of all of his or her actions as chief financial officer and of the financial condition of the corporation; shall prepare, or cause to be prepared, a proposed annual budget to be presented to the board of directors as provided in Article X. C.; and shall have such other powers and shall perform such other duties as may be prescribed by the board of directors or these bylaws.
If required by the board of directors, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of his or her office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in his or her possession, or under his or her control upon death, resignation, retirement, or removal from office.
h. Vice-president – marketing and communications.
The Vice-president – marketing and communications shall, subject to the direction and control of the president, supervise, direct and control corporate operations designed to promote and/or support corporate events, information distribution and such other duties as are delegated to him or her by the president.
The board of directors shall appoint, upon recommendation of the president, a nominating committee consisting of a chair who shall be a member of the board of directors, or a clinical member who has been a voting member of the corporation for the preceding two (2) years, and at least two (2) members of the corporation, none of whom shall be eligible for nomination by the nominating committee. The nominating committee’s function is to nominate qualified persons for election to the board of directors as officers of the corporation or directors-at-large. The president in making committee recommendations, and the committee in selecting its nominees, shall seek diversity of representation and shall take into account the ethnic and gender composition of the membership.
The nominating committee shall meet on or before July 31st of each year, at which time nominations will close. Thereafter the nominating committee shall prepare a slate of nominees which may, but need not, include more candidates than vacancies. The slate of nominees shall be announced and published in the September Newsletter. Elections shall be held during the annual meeting of members held in October, but not earlier than ten (10) days after the publication or other distribution of the slate of nominees.
The nominating committee shall inform all nominees of the duties of the offices for which they have been nominated and secure their consent to serve.
No person shall be eligible for election until he or she has been a voting member in the corporation for at least two (2) years upon taking office unless such requirement is waived by a majority vote of the board of directors. Only clinical members of the corporation are eligible for election to the board, except for the pre-licensed member-at-large board position, for which only a pre-licensed member is eligible. In the event there are insufficient clinical member candidates available to fill vacancies on the board, then, except for the office of president, pre-licensed members may be certified for election to fill such vacancies upon a majority vote of the board of directors. In certifying a pre-licensed member for election to the office of president-elect, the board shall determine that there is a high likelihood that the person so certified will become licensed prior to succession to the office of president.
No person shall be eligible for election or appointment to the board of directors if at the commencement of such term of office he or she will have served as a member of the board of directors for the four consecutive years or more immediately preceding such commencement in office or if less than twelve (12) months will have elapsed since having served four consecutive years or more unless such requirement is waived by a majority vote of the board of directors. This limitation shall not apply to any candidate for the office of president or president-elect, whether by nomination or petition.
3. Election Procedures.
The nominating committee shall prepare a ballot consisting of the slate of nominees prepared by the committee. It shall publish the ballot in the chapter Newsletter for distribution at least ten (10) days prior to the election date and shall present the ballot for voting to members attending the annual meeting of members in October.
At the discretion of the board of directors, election of officers and directors may be conducted by a voice vote at the annual meeting of members; by a show of hands at the annual meeting of members; or the board may direct the election committee to design and promulgate, in the Newsletter containing the ballot, a method by which voting members, unable to attend the annual meeting of members in October, may cast an absentee ballot in the election of directors.
The nominating committee shall certify the election results conducted by voice vote or hand count at the annual meeting, or, in the event voting is conducted by written or electronic ballot, count the ballots in an impartial and confidential manner. The results shall be announced to the membership at the annual meeting, or if final results are not then available, by publication in the next Newsletter to members.
The candidate receiving the largest number of votes in each position shall be elected. In the event of a tie the president shall cast the deciding vote.
4. Rotation and Term of Office.
a. Term of Office for Directors.
The term of newly elected directors shall commence on the 1st day of January following their election and shall terminate on the 31st day of the following December.
b. Term of Office for Past President.
The outgoing president shall commence his or her term as past president upon completion of his or her term as president and shall serve as past president until the following December 31st. The term of the past president shall be extended one year in the event the president first succeeding the past president is re-elected to office.
In the event that a vacancy occurs on the board of directors, other than the presidency, the board of directors shall elect, by a majority of the directors then in office, at the next regular board of directors meeting, any eligible member of the corporation to fill the unexpired term. The succession of the past president to the presidency shall not be deemed a vacancy on the board of directors for the purposes of this paragraph.
E. Removal of Officers and Board Members.
The board of directors, by a vote of not less than two-thirds of its members, shall have the authority to recommend, for approval by the membership, removal from office for cause any director after having given that director an opportunity to appear before the board, or such committee as the board may designate, to answer the charges forming the basis for such action. Any member of the board of directors may be removed from the board without cause when the members, by a majority vote, approve such removal.
F. Order of Succession.
In the absence of the president from a meeting over which he or she should preside, or in the permanent absence of the president, the order of succession shall be: past president; president-elect; vice-president - programs; vice-president - membership; secretary; chief financial officer; and vice-president – marketing and communications.
1. Bylaws Committee.
The bylaws committee shall consider the advisability of bylaw amendments, hear or review all proposed amendments and make recommendations to the board of directors for amendments to the bylaws. The committee shall forward to CAMFT copies of any amendments to these bylaws adopted by the corporation.
2. Budget and Finance Committee.
The budget and finance committee shall evaluate the financial status of the corporation, and in conjunction with the chief financial officer, prepare the proposed annual budget of the corporation, recommend to the board of directors changes in dues and assessments, and make such other recommendations that improve the ability of the corporation to carry out its activities.
3. Ethics Committee.
The ethics committee shall inform corporate members of the CAMFT Ethical Standards for Marriage and Family Therapists. The ethics committee shall serve in an educational capacity for the members and the public regarding ethical standards and practice and shall promote compliance with such standards.
B. Special Committees.
Such other committees, subcommittees, commissions, or task forces may be created and appointed by the board of directors as in its judgment may be necessary. The board of directors upon their formation shall prescribe the duties and terms of any such special committees.
C. Appointment of Committees.
1. Committee Chairpersons.
The president shall appoint committee chairpersons. Removal of a chairperson shall be subject to the approval of the board of directors. Before acting on a recommendation to remove a chairperson the board shall offer such chairperson an opportunity to be heard by the board of directors.
2. Committee Members.
The committee chair may recommend committee members for appointment by the president.
D. Composition of Committees.
Committees shall be composed of members in both numbers and qualifications deemed appropriate by the president.
Committees shall meet at such times as determined either by resolution of the board of directors, by resolution of the committee, or by a committee chair with the prior approval of the president. Meetings of committees shall be held at any place designated by the chairperson.
Meetings of the committees shall be held upon reasonable notice of the time and place of such meeting being given to committee members and other interested parties pursuant to the provisions of Article XX of these bylaws.
A majority of the committee members of each committee shall constitute a quorum of the committee for the transaction of business.
Committees shall keep and maintain minutes of each meeting.
5. Committee Rules of Procedure.
The board of directors may adopt rules for the governance of any committee not inconsistent with the provisions of these bylaws.
B. Dues, Fees and Assessments.
1. Setting of Dues.
The annual membership dues of the corporation shall be determined at the board meeting held concurrently with the annual meeting of members, by majority vote of the board of directors.
Notification of any changes in the annual dues shall be made to all members affected as soon after the vote as is practicable and reasonable, but at least thirty (30) days prior to the effective date of any such change.
2. Payment of Dues.
Dues are payable within thirty (30) days of the members renewal date. Any member whose dues are not paid within thirty (30) days of the due date for payment of dues shall pay a late fee as stated in the fee schedule of the corporation.
Any member whose dues are in default on the ninety-first day following the due date for payment of dues shall be dropped from membership in the corporation upon such notice as specified in these bylaws. Such member shall then be subject to the provisions in these bylaws relating to reinstatement of membership.
3. Fees and Assessments.
The board of directors may establish such fees and assessments as it deems appropriate and such fees and assessments shall be specified in the fee schedule of the corporation.
The proposed budget for each year shall be presented to the board of directors by the chief financial officer prior to the regular meeting of members held in November. The proposed budget shall be approved by a majority vote of the board of directors. The board of directors is empowered to make any changes in the budget necessitated by circumstances and consistent with the priorities of the corporation.
The board of directors shall select and designate such bank or trust company as they deem advisable as official depository of the funds of the corporation and prescribe the manner in which such funds shall be withdrawn.
ARTICLE XI. RECORDS, REPORTS AND INSPECTION
A. Maintenance and Inspection of Bylaws.
The corporation shall keep with the chairperson of the bylaws committee, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the members at all reasonable times.
B. Maintenance and Inspection of Other Corporate Records.
The accounting books, records and minutes of proceedings of the members of the board of directors and any committee(s) of the board of directors shall be kept by the person or persons designated by the board of directors or these bylaws. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed or printed form. The minutes, and accounting books and records, shall be open to inspection on the written demand of any member, at any reasonable time for a purpose reasonably related to the member’s interests as a member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts.
Every director shall have the right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation. This inspection by a director may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.
C. Annual Report to Members.
The corporation shall provide to the board of directors, and shall notify each member yearly of the member’s right to receive an annual report. The annual report shall be prepared not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year. Upon written request of a member, the board shall promptly cause the most recent annual report to be sent to the requesting member. Such report shall contain, in appropriate detail, the following:
1. A balance sheet as of the end of such fiscal year and a statement of revenues and expenses and a statement of changes in financial position for such fiscal year.
2. A statement of the place where the names and addresses of the current members are located.
3. A statement which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
a. Any transaction in which the corporation was a party and in which any director, officer or employee of the corporation, or any party related to any director, officer or employee of the corporation had a direct or indirect material financial interest.
b. No statement regarding a transaction described in this Section shall be required if:
1) The board of directors approved such transaction after full notice and disclosure of all material facts, including the financial interest of such director, officer, employee, or related party, and no interested directors participated in the board of director’s vote approving the transaction; or
2) The transaction, or a number of transactions with the same persons, during the previous fiscal year involved less than FIFTY THOUSAND DOLLARS ($50,000) in the aggregate; or
3) The indemnifications or advances paid during the previous fiscal year to any director or officer are less than TEN THOUSAND DOLLARS ($10,000) in the aggregate.
c. Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
4. The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such annual report was prepared without audit from the books and records of the corporation.
ARTICLE XII. LIABILITY OF DIRECTORS, OFFICERS AND MEMBERS
1. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
2. No member, regardless of the class or category of membership held, and whether or not a voting member, shall be personally or otherwise liable for any of the debts, liabilities and/or obligations of the corporation.
3. Nothing in this article shall be construed to relieve any person of any liability imposed by the California Nonprofit Corporation Laws regarding unauthorized distributions.
B. Indemnification by Corporation of Directors, Officers, Employees and Other Agents.
To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.
C. Insurance for Corporate Agents
The board of directors in accordance with the CAMFT Chapter Affiliation Agreement shall obtain and maintain at its own expense a broad form Commercial General Liability (CGL) insurance policy providing coverage of at least One Million Dollars ($1,000,000.00) per occurrence and a Two Million Dollar ($2,000,000.00) aggregate. The board of directors shall obtain a Directors & Officers Liability policy of at least One Hundred Thousand Dollars ($100,000) per occurrence for any act or omission committed by the corporation, its officers, directors, employees, or volunteers which causes harm, liability, or damages to CAMFT or CAMFT’s officers, directors, employees, volunteers, or invitees. CAMFT will be named as an additional insured on the CGL and D&O policies.
The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE XIV. USE OF NAME
ARTICLE XV. RULES OF ORDER: PARLIAMENTARIAN
The past president shall serve as parliamentarian unless another member of the board of directors is appointed by the president. The parliamentarian shall have the responsibility to insure compliance with the bylaws and Robert’s Rules of Order, Revised, unless modified, at all meetings of the board of directors and all official meetings of the corporation.
ARTICLE XVI. AMENDMENTS TO THE BYLAWS
A. Initiation of Amendments.
Bylaw amendments may be initiated in one of two ways:
1. The board of directors, upon recommendation of the bylaws committee, may initiate a bylaw amendment; or
2. Ten (10) members of the corporation may, by a written petition addressed to the secretary of the corporation, initiate an amendment.
B. Adoption of Amendment.
1. Amendments Not Requiring Membership Approval.
Except as provided in Article XIV, Paragraph B.2., below, proposed amendments approved by a two-thirds (2/3) vote of the board of directors present, but not less than eight (8) directors voting for approval, shall be adopted by this corporation.
2. Amendments Requiring Membership Approval.
a. Types of Amendment Subject to this Paragraph.
1. Any amendment specifying or changing a fixed number of directors or the maximum or minimum number, or changing from a fixed to a variable board or vice versa;
2. Any amendment extending the term(s) of director(s) or increasing the term(s) of director(s);
3. Any amendment that diminishes the representation of any member or membership group or diminishes or dilutes the voting rights of any member or membership group.
b. Method of Adoption.
Amendments requiring approval of the membership, which have received a two-thirds (2/3) vote of the board of directors present, shall be recommended to the membership for ratification by mail or electronic ballot. A written or electronic copy of the proposed amendment or amendments shall be sent to all voting members of the corporation at least three (3) weeks prior to the time of voting. There shall be specified on the ballot a deadline for its return. A two-thirds (2/3) majority of ballots returned shall be required for ratification of the proposed amendment or amendments.
Amendments, subject to this subparagraph, which directly affect a specific class or category of membership shall require a two-thirds (2/3) majority of ballots returned by members within such specific class or category of membership for ratification of such proposed amendment or amendments.
ARTICLE XVII. MERGER OF THE CHAPTER.
Merger of this corporation with another chapter may be initiated by a recommendation passed by a two-thirds (2/3) majority of the boards of directors of each organization. Upon passage by the boards of directors of each organization the merger shall be recommended to the membership of each organization for ratification by mail ballot. A written or electronic copy of the recommendation shall be sent to all voting members of each organization at least three (3) weeks prior to the time for voting. There shall be specified on the ballot a deadline for its return. A two-thirds (2/3) majority of ballots returned shall be required for ratification of the proposed merger. The proposed merger shall be subject to the approval of CAMFT and the issuance of a new chapter charter by CAMFT.
Dissolution of the corporation, whether voluntary or involuntary, shall be conducted in accordance with applicable California law.
In the event of such dissolution, all assets, including funds of the corporation, shall, after the payment of all debts and obligations, be distributed to one or more charitable organization(s) or foundation(s) as determined by the board of directors.
Notice requirements set forth in these Bylaws shall be satisfied by any method reasonably calculated to provide actual notice to the intended recipient including, but not limited to, the following:
San Fernando Valley CAMFT Bylaws