Bylaws
CALIFORNIA ASSOCIATION OF MARRIAGE
AND FAMILY THERAPISTS
VENTURA COUNTY CHAPTER, INC.
BYLAWS – 2013
ARTICLE 1 – NAME
The name of this chapter of the California Association of Marriage and Family Therapists shall be the C.A.M.F.T., VENTURA COUNTY CHAPTER, INC. Here and after this organization shall be referred to as The Chapter.
ARTICLE II – AREA SERVED
The geographic area served by this chapter is Ventura County, California.
ARTICLE III – OFFICE
The Board of Directors of this chapter may select a principal office for the transaction of chapter business within the geographic area served by the chapter where chapter business may be conducted.
ARTICLE IV – OBJECTIVES AND PURPOSES
This corporation is a non-profit mutual benefit corporation organized under the California Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law. Such purposes for which this corporation is formed are pleasure, recreation and other non-profitable purposes. The objectives and purposes of this chapter shall be to advance Marriage and Family Therapy as an art, a science and a mental health profession, and to assist State CAMFT in furthering its objectives on a local level. The Chapter may pursue such other objectives and purposes that are in the best interests of State CAMFT, its members and the members of this chapter that are not in conflict with State CAMFT’s Articles of Incorporation, Bylaws or Ethical Standards for Marriage and Family Therapists. For the remainder of this document, State CAMFT shall be referred to as CAMFT.
ARTICLE V – MEMBERSHIP
A. QUALIFICATIONS AND CATEGORIES OF MEMBERSHIP
Only CAMFT members in good standing shall be eligible for membership in this Chapter. Loss of membership in CAMFT shall result in loss of membership in this Chapter. Categories of membership shall include clinical, interns and trainees (pre-licensed), related professionals, and emeritus. Qualifications and voting rights for each category of membership shall be as stated in CAMFT Bylaws.
1. Clinical membership shall be open to therapists who hold a regular clinical membership in CAMFT. Emeritus clinical members of CAMFT may become emeritus clinical members of this Chapter. Clinical members shall be entitled to vote and hold office in The Chapter.
2. Interns and trainees (pre-licensed) members of CAMFT may become interns and trainees (pre-licensed) members of this Chapter and are entitled to vote. Intern members may hold office providing the conditions covered in Article VII, Section J, Item 2 have been met.
3. Related Professionals members shall be:
a. In a profession related to Marriage and Family Therapy, whose practitioners are licensed or certified pursuant to California law or a licensed therapist who is not currently practicing under their license.
b. A California Licensed Marriage Family Therapist who is a resident and domiciliary of a state or jurisdiction other than California, or
c. A resident and domiciliary of a state or jurisdiction other than California who lawfully practices Marriage and Family Therapy.
d. Professionals and service oriented people where there is a mutually beneficial relationship and who support the CAMFT ethical standards.
A related professional member shall not be eligible to vote or to hold office, but shall be entitled to all other rights and privileges of the association.
B. NON-TRANSFERABILITY OF MEMBERSHIP
No Chapter member may transfer his/her membership or any right arising therefrom. All rights as a member of this Chapter shall cease upon the member’s death.
C. MEMBERSHIP PROCEDURES
1. Admission to Membership: Except as otherwise provided in these bylaws, membership in any category may be admitted by a majority vote of the Board of Directors. All Chapter members shall pay dues in accordance with the dues schedule of The Chapter and CAMFT and shall abide by the bylaws of The Chapter and the bylaws and ethical standards of CAMFT.
2. Termination of Membership: Membership in The Chapter shall terminate upon the occurrence of any of the following: resignation, non-payment of dues, expulsion, suspension, or loss of eligibility.
a. Resignation: A member may resign from membership at any time by submitting in writing to The Chapter his or her resignation. The effective date of the resignation shall be when The Chapter receives the letter of resignation or at such later time as is indicated in the letter.
b. Nonpayment of dues: Anyone whose dues are in default to The Chapter shall be dropped from membership.
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 this Chapter
1. Suspension of Membership: A member may be suspended from The Chapter for either of the following reasons:
a. Good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of The Chapter or has engaged in conduct materially and seriously prejudicial to the purposes and interests of The Chapter.
b. A person whose State membership is suspended shall not be a
member during the period of suspension.
2. Procedure of Expulsion or Suspension: If grounds appear to exist for
expulsion or suspension of a member, the procedure set forth below shall be followed:
a. The member shall be given fifteen (15) days prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the records of The Chapter.
b. The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the expulsion or suspension should take place.
c. The Board, committee, or person (ref c-1) shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the Board, committee, or person shall be final.
d. Any Action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.
Loss of Eligibility: Any member, regardless of category or classification, who is no longer eligible for such membership due to a loss in the qualifications entitling such person to hold such membership, including a pre-licensed member who has been licensed for ninety (90) days and has not transferred his/her memberships to clinical membership, may be dropped from membership provided a notice is mailed to such member at his/her address of record with The Chapter at least (30) days prior to termination of membership.
3. Reinstatement of Membership –
After Expulsion or Suspension: Anyone who has been expelled or suspended from membership in The Chapter for violation of the ethical and/or judicial standards of CAMFT may be reinstated when membership within CAMFT is reinstated.
D. CERTIFICATES OF MEMBERSHIP
This Chapter may provide certificates of membership, signed by the president, to each applicant accepted into membership of this chapter upon receipt of the required dues or assessments to become a chapter member.
ARTICLE VI – MEETINGS OF MEMBERS
A. ANNUAL MEMBERSHIP MEETING
An annual meeting of members shall be the first meeting of the calendar year, unless The Chapter Board of Directors fixes another date and notifies members as provided in Section F of this Article.
B. FREQUENCY OF GENERAL MEETINGS
General membership meetings shall be regularly scheduled by the president in consultation with The Chapter Board of Directors. Special meetings may be called by the president in consultation with The Chapter Board of Directors or shall be called upon the request of five (5) percent or more of the voting members.
C. PLACE OF MEETINGS
Meetings shall be held at a location within the area served by The Chapter.
D. NOTICE OF MEETINGS
Notice of regularly scheduled general meetings shall be made in writing, or newsletters or electronic mail to members not less than ten (10) days prior to the meetings.
Written or electronic mail notice of any annual or special meeting of members, which occurs at a time other than a regularly scheduled general meeting, shall be given to each member, not less than ten (10) and no more than ninety (90) days before the date of the 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 of meeting shall specify the place, date, and hour of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting or general meeting, 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 given either personally or by mail or electronic mail addressed to a member at the address of such member appearing on the books of The Chapter or given by the member to The Chapter for purpose of notice. If no address appears on The Chapter’s books and no other has been given, notice shall be given at the place where the principal office of The Chapter is located or by publication at least once in a newspaper of general circulation in the county in which The Chapter is located.
E. QUORUM
A quorum for any meeting of the members of The Chapter during which business is conducted shall be ten (10) percent of the voting membership applicable when prior notice by mail or electronic mail has been given to membership regarding proposed changes.
If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting entitled to vote, and voting on any matter shall be the act of the members.
F. RECESSED OR ADJOURNED MEETING
When a meeting of members is recessed or adjourned to another time or place, the association may transact any business which might have been transacted at the original meeting.
ARTICLE VII – BOARD OF DIRECTORS AND OFFICERS
A. POWERS
The activities and affairs of this Chapter shall be conducted under the direction of the Board of Directors, all of whom shall be members of The Chapter. Among other powers of the Board of Directors, the Board of Directors has the power to select and remove all agents, employees and/or contractors of The Chapter, fix compensation and secure faithful performance of duties prescribed.
1. General Corporate powers: Subject to the provisions and limitations of the California Nonprofit Corporation Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs of The Chapter shall be managed, and all corporate powers of The Chapter shall be exercised, by or under the direction of the Board.
2. Specific Powers: Without prejudice to these general powers, but subject to the same limitations, the Directors shall have the power to:
a. Appoint and remove, at the discretion of the Board, all officers, agents and employees of The Chapter; prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties.
b. Change the principal office or the principal business office in the State of California from one location to another; cause The Chapter to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings.
c. Adopt and use a corporate seal and alter the form thereof.
d. Borrow money and incur indebtedness on behalf of The Chapter and cause to be executed and delivered for the purposes of The Chapter, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.
B. COMPOSITION OF BOARD
The Board of Directors shall be elected from the eligible membership and shall consist of no less than seven or more than seventeen members. The number of board members will be determined by the existing board prior to the annual election. The Board shall consist of no more than one-third (1/3) pre-licensed members. Prior to election, the Board shall select from its membership to fill the following offices: President, President-Elect, First Vice President, Second Vice President, Secretary, Financial Officer, and Past President. A member must have experience serving on the Board of Directors to hold one of these offices, unless agreed upon by the Board.
C. DUTIES OF OFFICERS
1. President: The President shall, subject to the control of the Board of Directors, generally supervise, direct and control the business of The Chapter. He/she shall preside over all meetings of The Chapter and at all meetings of the Board of Directors. He/she shall recommend to the Board of Directors for appointment standing committee chairpersons. He/she shall appoint standing committee members except as otherwise provided in these bylaws. The President shall be an ex-officio member of all committees, except the nominating committee, but shall have no right to vote when serving as an ex-officio capacity. He/she may have such other duties and powers as may be prescribed by the Board of Directors or these bylaws. At the conclusion of his/her term of office, he/she shall serve as Past-President as a consultant to the President, and shall not have voting privileges unless he/she is completing a term of office as a member of the Board of Directors.
2. President-Elect: The President-Elect shall succeed to the presidency. He/she shall, in the absence of the President or in the event of the President’s inability to serve, perform the duties of the President. He/she shall perform those duties assigned to him/her by the President and/or the Board of Directors.
3. Past-President: The Past-President shall be a consultant to the President, may be the Parliamentarian at meetings and Chair of the Nominating Committee or appoint a Chair of the Nominating Committee.
4. First Vice-President – Programs: The First Vice-President shall be Chair of the Programs Committee for The Chapter and shall perform the appropriate duties. He/she shall serve as President in the absence of the President and the President-Elect.
5. Second Vice-President – Membership: The Second Vice-President shall be the Chair of the Membership Committee for The Chapter and shall promote membership by performing duties as described under Article VIII, Section D. He/she shall keep or cause to be kept, at the office of The Chapter or such other place as the Board of Directors may direct, a record of members, showing the name of all members, their addresses, and the class of membership held by each. He/she shall also serve as President in the absence of the President, President-Elect, and First Vice-President.
6. Financial Officer: The Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of The Chapter, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, insurances, contracts, and any other matters customarily included in financial statements. The books of account shall be open to inspection by any board member at all reasonable times.
The Financial Officer shall deposit, or shall cause to be deposited, all money and other valuables in the name and to the credit of The Chapter with such depositories as may be designated by the Board of Directors; shall disburse, or cause to be disbursed, the funds of The Chapter as may be ordered by 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 his/her transactions as chief financial officer and of the financial condition of The Chapter; shall prepare or cause to be prepared a proposed annual budget to be presented to the Board of Directors prior to the annual membership meeting; and shall have other powers and shall perform such other duties as may be prescribed by the Board of Directors or the bylaws.
If required by the Board of Directors, the Financial Officer shall give The Chapter a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his/her office and for restoration to The Chapter of all of its books, papers vouchers, money, and other property of every kind in his/her possession, or under his/her control upon death, resignation, retirement, or removal from office.
7. Corresponding/Recording Secretary: The Corresponding/Recording Secretary shall keep or cause to be kept, at the office of The Chapter or such other place as the Board of Directors may direct, a book of minutes of the proceedings of its members, Board and committees of the Board, with the time and place of holding, whether general or special, and, if special, how authorized, the notice given, the names of those present at such meetings, the number of members present or represented at such member’s meetings, and the proceedings of such meetings.
The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws, including Chapter correspondence. In the event of the Secretary’s absence, his/her duties may be performed by any member appointed by the President.
D. VACANCIES
In the event that a vacancy occurs on the Board of Directors, other than the President, the Board of Directors shall elect, by a majority of the Directors then in office, at the next regular Board of Director’s meeting, any eligible member of The Chapter to fill the unexpired term.
E. REMOVAL OF OFFICERS AND BOARD MEMBERS
The Board of Directors, by a vote of a simple majority of its members, shall have the authority to recommend, for approval by the membership, removal from office for cause by one of its members after having given that member an opportunity to appear before the Board of Directors to answer the charges.
F. ORDER OF SUCCESSION
In the absence of the President from a meeting over which he/she should preside or in the permanent absence of the President, the order of succession shall be: President-Elect, First Vice-President, Second Vice-President, Financial Officer, and Corresponding/Recording Secretary.
G. MEETINGS
1. Number of Meetings: The Board of Directors shall meet at least eight (8) times during each fiscal year. Dates for these board meetings shall be established by the Board of Directors. Meetings of the Board of Directors shall be held at any location within the area served by The Chapter as designated from time to time by the Board.
2. Notice of Meetings: Meetings of the Board shall be held upon not less than ten (10) days written or electronic mail notice. Notice of a meeting need not be given to any director who signed a waiver of notice or a written consent to holding the 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.
3. Special Meetings: Special meetings of the Board of Directors shall be called by the President or upon the written or electronic mail 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 request. Special meetings of the Board shall be held upon at least four (4) days notice by first-class mail or forty-eight (48) hours notice delivered by electronic mail at the director’s address as shown on the records of The Chapter.
4. Action without a meeting: Action by unanimous written or electronic mail consent. Any action required or permitted to be taken by the members may be taken without a meeting, if a quorum of members consents in writing or electronic mail to the action. The written or electronic mail consent or consents shall be filed in the corporate minute book. Any actions taken by written consent or electronic mail shall have the same force and effect as the unanimous vote of the members.
5. Action by Written or Electronic Mail Ballots without a Meeting. Any action that may be taken at any meeting of members may be taken without a meeting by electronic mail ballot complying with these Bylaws. At the discretion and upon approval of the Board of Directors, any action which may be taken at any regular or special meeting of members may be taken without a meeting when The Chapter distributes a ballot and any related material sent by mail or by electronic mail/transmission to every member entitled to vote. That ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to The Chapter. Only those members of The Chapter who have given unrevoked consent to receive a ballot by electronic mail/transmission shall be sent a ballot by electronic mail/transmission approved by the Board of Directors.
6. Solicitation of Written or Electronic Mail Ballots. The Chapter shall distribute one written or electronic mail ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by these Bylaws. All solicitations of votes by written or electronic mail ballot shall (1) indicate the number of responses needed to meet the quorum requirement; (2) with respect to ballots other than for election of Directors, state the percentage of approvals necessary to pass the measure or measures; (3) with respect to ballots for election of Directors, state the name of each nominee; and (4) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action; (2) provide the members an opportunity to specify approval or disapproval of each proposal; and (3) provide a reasonable time within which to return the ballot to The Chapter, specifying the address to which the ballot is to be sent. If The Chapter has one hundred (100) or more members, any written ballot distributed to ten (10) or more members shall provide, subject to reasonable specified conditions, that if the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of Directors, a written or electronic mail ballot which is marked by a member “withhold” or is otherwise marked in a manner indicating that authority to vote is withheld, shall not be voted.
H. QUORUM
A majority of the number of directors authorized in these bylaws shall constitute a quorum of the Board for the transaction of business. Every act or decision 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 when a greater or lesser number is required by applicable laws or by these bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors.
I. COMPENSATION
No compensation shall be paid to any member of the Board for performing the duties for which he or she was elected. Nothing in this section shall prevent Board members from receiving reimbursement for expenses as may be determined by resolution of the Board of Directors to be just and reasonable.
J. ELECTIONS
1. Nominations: The Board of Directors may appoint a nominating committee consisting of a chair, who shall be a member of the Board of Directors, and at least two (2) clinical members of The Chapter, none of whom shall be eligible for nomination by the nominating committee. The nominating committee’s function is to nominate qualified members and certify the eligibility of the candidates for election to the Board of Directors. The committee in selecting its nominees shall seek diversity of representation and shall take into account the geographical, ethnic and gender composition of the membership.
The nominating committee shall meet within the third calendar quarter of the year to propose a slate of candidates for the upcoming year. Names of nominees shall be announced in writing to voting members at least forty-five (45) days prior to the annual meeting of the membership. The committee shall inform all nominees of the duties of the Board of Directors for which they have been nominated and secure their consent to serve.
2. Eligibility: To be eligible, a candidate must be a voting member in good standing of The Chapter.
3. Limitations: No person shall be placed on the ballot or appointed to the Board of Directors, if such person, in serving out his or her present elected or appointed term, will have served on the Board of Directors for six (6) consecutive years or more, whether by appointment or election. This provision shall be inapplicable to a person who is placed on the ballot for the office of President-Elect, President, or Past President. This provision shall also be inapplicable to any person serving a Board position based on the President and Board of Directors approval.
4. Election Procedures: Election of the Board of Directors will occur at the regular meeting or by a mail-in or electronic mail ballot prior to the annual meeting, with newly elected or appointed board members to assume office on January 1 of each year.
The nominating committee shall prepare a ballot consisting of the slate of nominees. The ballot may be presented for voting at the regular meeting prior to the annual meeting or may be mailed or electronic mail to all voting members of The Chapter at least twenty-five (25) but not more than ninety (90) days prior to the end of the fiscal year preceding the date for newly elected board members to assume office.
The candidates receiving the largest number of votes shall be elected. In the event of a tie, a run-off election shall be conducted by the President at the annual membership meeting.
5. Rotation and Term of Office: A President-Elect may be elected by the Board each year and will serve for three (3) years; the first year as President-Elect, the second year as President, and the third year as Past President of The Chapter. A President may serve two consecutive terms (6years) at the approval of the Board of Directors.
The First Vice-President, Second Vice-President, Financial Officer and Corresponding/Recording Secretary shall be elected by the Board of Directors to serve two-three year terms. With the exception of the nominating committee, each committee chairperson is appointed by the President for a one-year term, which can be renewed annually at the discretion of the acting President..
. A member of the Board of Directors may serve two (2) consecutive terms of three (3) years each. A one (1) year interim following two (2) consecutive 3 year terms must occur prior to eligibility for re-election to the board. This provision shall also be inapplicable to any person serving a Board position based on the President and Board of Directors approval.
A Member-at-Large position has been created by the Board of Directors to provide continuity, consistency, and guidance to the Board. Qualification requires being a Past President and will be appointed annually by the President with the approval of the Board of Directors
There shall be no election for President except at such time as the President-Elect shall decline or otherwise be unable to serve as President.
ARTICLE VIII – STANDING COMMITTEES
A. EXECUTIVE COMMITTEE
The Executive Committee shall consist of President, President-Elect, Past President, First Vice-President, Second Vice-President, Financial Officer and Corresponding/Recording Secretary.
The Executive Committee may act in place and stead of the Board of Directors between board meetings as authorized by the Board, except those matters that by these Bylaws, specifically require Board action, or approval of the members or approval of a majority of the membership.
A majority of the Executive Committee shall constitute a quorum of any duly called meeting of the Committee. The President shall call such meetings of the Executive Committee as the business of The Chapter may require, or a meeting shall be called by the President on request of three (3) members of the Executive Committee.
Any vacancy occurring on the Executive Committee shall be filled by election of the Board of Directors or by appointment of the President. A simple majority of those board members present at the next regular meeting of the Board shall elect the successor committee member. Any committee member so elected to fill a vacancy shall serve the unexpired term of his/her predecessor. Any vacancy on the Executive Committee shall be filled by a member of the Board of Directors.
B. 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 regarding amendments to the bylaws.
C. NOMINATING COMMITTEE
The Nominating Committee shall select qualified nominees for election to the Board of Directors. They shall prepare a slate and ballot of members to be elected by mail-in or electronic mail ballot or at the meeting prior to the annual meeting and shall assist in the election procedures. The committee shall perform such other duties and tasks described in Article VII, J.
D. FINANCE COMMITTEE
The Finance Committee shall evaluate the financial status of The Chapter, and in conjunction with the Financial Officer, recommend to the Board of Directors changes in dues and assessments and make such other recommendations as may be necessary to provide income for The Chapter to carry out its activities.
E. MEMBERSHIP COMMITTEE
The Membership Committee chair (Second Vice-President) shall promote membership in The Chapter and may from time to time publish a directory of Chapter members. The chair will assist in verifying eligibility of prospective members for membership in The Chapter and verifying eligibility for membership on the Board of Directors. He/she shall keep a list of the membership efforts. The Chair is responsible for verifying eligibility for membership with CAMFT. He/she shall inform CAMFT, within thirty (30) days of election or appointment, of the names and addresses of all Chapter officers.
F. COMMUNITY LIAISON COMMITTEE
The Community Liaison committee shall serve in an educational capacity for the members of The Chapter and the public regarding promoting the profession of Marriage Family Therapists to the community at large.
G. 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 duties and terms of any such special committee shall be prescribed by the Board of Directors upon formation.
H. APPOINTMENT OF STANDING COMMITTEE CHAIRS AND MEMBERS
Standing Committee Chairs shall be appointed by the President in consultation with the Board of Directors. Standing committee members shall be appointed by the President in consultation with the Chair, with the exception of the nominating committee, which shall be appointed by the Board of Directors (See Section J).
I. COMPOSITION OF COMMITTEES
Committees may consist of at least three (3) members, who shall be members of The Chapter.
J. MEETINGS AND ACTIONS OF COMMITTEES
1. Meetings: 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 Board, the committee or the committee Chair.
2. Notice: Meetings of committees shall be held upon not less than ten (10) days written or electronic mail notice. Notice of a meeting need not be given to any committee member who signed a waiver of notice or a written consent to holding the 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 committee meeting.
3. Quorum: A majority of the committee members of each committee shall constitute a quorum of the committee for the transaction of business.
4. Minutes: Minutes or notes shall be kept of each meeting of any committee. The Board of Director may adopt rules governing committees that are not inconsistent with these bylaws.
ARTICLE IX – FINANCES
A. FISCAL YEAR
The fiscal year of The Chapter shall begin January 1 of each year and end December 31 of each year.
B. SETTING OF DUES
The annual dues of The Chapter shall be determined by the Board of Directors. A dues increase shall be passed only following a majority vote of the Board of Directors at any regularly scheduled and noticed meeting of the Board of Directors. Notification of any change 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 increase.
C. PAYMENT OF DUES, FEES AND ASSESSMENTS
Each member in good standing, except as otherwise exempt by the bylaws, must pay, within the time and on the conditions set forth in these bylaws, or where appropriate as established by the Board of Directors, such fees, dues and assessments as are fixed from time to time by the Board of Directors Dues for all members are payable by the first day of the fiscal year. Any members whose dues are not paid within ninety (90) days of the first day of the fiscal year is in default. Any member in default on the ninety-first (91) day shall be dropped from membership in The Chapter.
D. BUDGET
The proposed budget for each year shall be presented to the Board of Directors by the Financial Officer at the January Retreat. 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 Chapter.
E. DEPOSITORY
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 Chapter and prescribe the manner in which such funds shall be withdrawn.
ARTICLE X – RECORDS AND REPORTS, INSPECTION
A. MAINTENANCE AND INSPECTION OF BYLAWS
The Chapter shall keep at its selected office in California the bylaws of The Chapter as amended to date, which shall be open to inspection by the members at all reasonable times. The Chapter shall provide CAMFT with a copy of The Chapter bylaws and any amendment(s) thereafter made.
B. MAINTENANCE AND INSPECTION OF OTHER 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 maintained in the selected office for The Chapter or with the chief financial officer and/or secretary of The Chapter. The minutes and the accounting books and records shall be kept in written, typed, or electronic form with reliable back-up. The minutes, 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.
C. INSPECTION BY DIRECTORS
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 Chapter. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
D. ANNUAL REPORT TO MEMBERS
The Financial Officer or Secretary and committee shall provide to the Board of Directors, and shall notify each member yearly of the member’s right to receive an annual report. An annual report shall be prepared not later than one hundred and twenty (120) days after the close of The Chapter’s fiscal year. Such report shall contain in appropriate detail the following:
1. A balance sheet of the end of the fiscal year, an income and expense statement, and statement of change 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. Any information required by Section 8322 or its successor section(s), of the California Non-Profit Corporation Laws, dealing with insider transactions.
Such report shall be accompanied by any report thereon of independent accounts, or, if there is no such report, the certificate of an authorized officer of The Chapter that such statement were prepared without audit from the books and records of The Chapter.
Upon written request of a member, the Board shall promptly cause the most recent annual report to be sent to the requesting member.
ARTICLE XI – LIABILITY OF MEMBERS
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 Chapter.
Nothing in this article shall be construed to relieve any person of any liability imposed by the California Non-Profit Corporation Laws regarding unauthorized distribution.
ARTICLE XII- INDEMNIFICATION
To the fullest extent permitted by law, The Chapter shall defend, indemnify and hold harmless any agent against any claim arising out of any alleged or actual action or inaction in the performance of duties performed in good faith on The Chapter’s behalf. “Agent”, for this purpose means any person who is or was a director, officer, employee or other agent of The Chapter.
ARTICLE XIII-INSURANCE
The Chapter shall purchase and maintain adequate insurance on behalf of its agents against any liability asserted against or incurred by one while acting as an agent for The Chapter. “Agent”, for this purpose means any person who is or was a director, officer, employee or other agent of The Chapter.
ARTICLE XIV– PROPERTY
The title to all property, funds and assets of The Chapter shall be held by The Chapter, through its Board of Directors, and they shall have complete control over the acquisition, administration, and disposition of any property, funds or assets. The Chapter may accept gifts, legacies, devises, donations, and/or contributions in any amount and in any form upon such terms as may be decided by the Board of Directors.
ARTICLE XV-RULES OF ORDER: PARLIMANTARIAN
The rules contained in Robert’s Rules of order, Newly Revised, shall govern all meetings of The Chapter in all cases in which they are applicable and in which they are not inconsistent with these Bylaws. A parliamentarian may be appointed by the President from among the members of the Board of Directors. The parliamentarian shall have the responsibility to insure compliance with the Bylaws and Robert’s Rules of Order, Newly Revised, where applicable and non-inconsistent with the Bylaws, at all meetings of the Board of Directors and official meetings of The Chapter
ARTICLE XVI– USE OF NAME
No member shall speak in the name of The Chapter without authorization from the President or Board of Directors.
ARTICLE XVII– STAFF
The Chapter Board of Directors may employ staff whose terms and conditions of employment shall be specified by the Board. Such staff may manage and direct the activities of The Chapter as prescribed by the Board of Directors and shall be responsible to the Board.
ARTICLE XVIII- OUTSIDE LEGAL COUNSEL
Outside Legal Counsel may be sought and obtained for The Chapter by the President with approval of the Board of Directors, or by the Board of Directors.
ARTICLE XIX-INTERPRETATION
These Bylaws constitute a written agreement between The Chapter and its members. The Bylaws should be interpreted in accordance with the California Nonprofit Corporation Law which supplements and controls these Bylaws.
ARTICLE XX- RESTORATIONS
All policies and activities of The Chapter shall be consistent with applicable federal, state and local laws and other legal requirements, including the California Nonprofit Corporation Law under which The Chapter is organized and operated.
ARTICLE XXI – AMENDMENTS TO THE BYLAWS
A. Initiation of Amendments: Amendments to the bylaws may be initiated in one of two ways:
1. The Board of Directors, either alone or upon recommendation of the Bylaws Committee, may initiate a bylaw amendment, or
2. Ten (10) members of The Chapter may, by a written petition addressed to the Recording Secretary of The Chapter, initiate an amendment.
B. Adoption of Amendments: Proposed amendments 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 mail ballot. A written copy of the proposed amendment or amendments shall be sent to all voting members of The Chapter at least three (3) weeks prior to the time of voting. There shall be specified on the ballot a deadline for return of the mailed or electronic ballot. A two-thirds (2/3) majority of ballots returned shall be required for ratification of the proposed amendment.
ARTICLE XXII – DIVISION OF THE CHAPTER
Division of The Chapter into two chapters may be initiated by a recommendation passed by a two-thirds (2/3) majority of the Board of Directors. Upon passage by the Board, the recommendation for division shall be recommended to the membership for ratification by mail ballot. A written copy of the proposal shall be sent to all voting members of The Chapter at least three (3) weeks prior to the time of voting. There shall be specified on the ballot a deadline for return of the mailed ballot. A two-thirds (2/3) majority of ballots returned shall be required for ratification of the proposed division. The proposed division shall be submitted to the CAMFT Board of Directors for their approval and for chartering of the two chapters created by the division.
ARTICLE XXIII – MERGER OF THE CHAPTER
Merger of The Chapter with another chapter may be initiated by a recommendation passed by a two-thirds (2/3) majority of the Board of Directors of each chapter. Upon passage by the Board of each chapter, the merger shall be recommended to the membership of each chapter for ratification by mail ballot. A written copy of the recommendation shall be sent to all voting members of each chapter at least three (3) weeks prior to the time of voting. There shall be specified on the ballot a deadline for return of the mailed ballot. A two-thirds (2/3) majority of ballots returned shall be required for ratification of the proposed merger. The proposed merger shall be submitted to the CAMFT Board of Directors for their approval and chartering.
ARTICLE XXIV– DISSOLUTION
Dissolution of The Chapter, whether voluntary or involuntary shall be conducted in accordance with applicable law provision of California’s Nonprofit Mutual Benefit Corporation Law.
In the event of the dissolution of The Chapter, all assets and funds of The Chapter shall, after debts and/or obligations are paid, be distributed to a charitable organization or foundation as determined by the Board of Directors in accordance with the Articles of Incorporation of The Chapter.
CERTIFICATION OF SECRETARY
I, the undersigned, certify that I am presently elected and acting Recording Secretary of the Ventura County Chapter of the California Association of Marriage and Family Therapists, a California nonprofit corporation and the above bylaws, consisting of 15 pages, are the Bylaws of The Chapter as adopted at a meeting of the Board
of Directors held on ______11-1-2013______________________, and electronic or mail vote of the
membership tallied on: 3-24-2014.
Denise Pont, LMFT
Signature of Recording Secretary
Denise Pont, LMFT 3-24-2014
Recording Secretary (type or print)