Los Angeles Chapter — California Association of Marriage and Family Therapists
BYLAWS of the LOS ANGELES CHAPTER of the
Article I NAME
The name of this chapter of the California Association of Marriage and Family Therapists (CAMFT) shall be CALIFORNIA ASSOCIATION OF MARRIAGE AND FAMILY THERAPISTS, LOS ANGELES CHAPTER, INC. (LA-CAMFT or Chapter).
Article II AREA SERVED
The geographic area served by this chapter includes, but is not limited to, Los Angeles County and adjacent areas not then being served by other chapters of CAMFT.
Article III PRINCIPAL OFFICE
The Board of Directors of this chapter may select a principal office for the transaction of business within the geographic area served by the Chapter or may from time-to-time designate different places within the geographic area served by the Chapter where chapter business may be conducted, agreed upon by vote of the Board of Directors without amendment to these bylaws
B. OTHER OFFICE
The Chapter will maintain a P.O. Box and/or other mailing address in lieu of a physical principal office
Article IV PURPOSES AND OBJECTIVES
This association is a nonprofit mutual benefit corporation organized under the California Nonprofit Mutual Benefit Corporation Law. The purpose of this Association is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law. Such purposes for which this association is formed are education, pleasure, recreation, and other non-profitable purposes. This association is organized exclusively for such purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1954. Notwithstanding any other provision of these bylaws, this association shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of this association and the association shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any further United States Internal Revenue Law); (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
The objectives of this Chapter shall be:
Article V MEMBERSHIP
Membership dues, renewal information, benefits and constraints are detailed and updated in the LA-CAMFT Chapter Policies and Procedures
A. QUALIFICATIONS FOR MEMBERSHIP
Chapter members must be state CAMFT members in good standing. Loss of membership in CAMFT shall result in loss of membership with this chapter. All members have the duty to maintain their licensure, registration, and/or student status. All chapter members shall pay dues in accordance with the dues schedule of the Chapter and shall abide by the Bylaws of the Chapter. Membership is for one year and may be renewed by payment of yearly dues to both the state and local organizations. Chapter members fulfilling these duties shall be deemed in good standing.
B. VOTING MEMBER CATEGORIES
There shall be six (6) categories of membership in this Chapter: Clinical Membership, Affiliate Membership, Pre-Licensed Membership, Retired or Inactive Clinical Member, Community Partner, and Corporate Partner
Full Membership benefits, including the right to vote and hold office, are extended to Clinical, Retired, Affiliate, Pre-Licensed and Student members, definitions of which are as follows:
1. Clinical Members
Clinical Members, as described in the Chapter Policies and Procedures, are:
Lifetime Clinical Member is a classification of Clinical Member that has paid the required dues for this category of membership. Dues for Lifetime Membership may be adjusted by the Board of Directors. Any changes in dues for Lifetime Membership shall be communicated with the general membership at least ninety (90) days before adjustment is to take place and shall be revised in Chapter Policies and Procedures. Lifetime Members must also maintain current membership status with CAMFT.
b. Other Classifications
The Board of Directors can add or remove classifications for Clinical Membership, and update them in Chapter Policies and Procedures
2. Pre-Licensed Members
Pre-Licensed Members are individuals currently enrolled in a master’s or doctoral degree program satisfying the educational requirements for eligibility to sit for the licensed marriage and family examination(s), or shall have completed all educational requirements for licensure and shall presently be engaged in the process of gaining hours of experience towards licensure either as a registered associate, applicant, or in some other lawful capacity.
3. Affiliate Members
Affiliate Members are in a profession related to Marriage and Family Therapy that are licensed, certified or registered pursuant to California law and are in good standing with their professional organizations or who are specifically exempt from licensure or certification, who shall not hold a marriage and family therapist license - includes LCSWs, LPCCs, psychologists, psychiatrists, out-of-state-licensed LMFTs, and California-licensed LMFTs that live out-of-state
C. NON-VOTING MEMBER CATEGORIES
Membership in CAMFT is not required in Non-Voting Member categories. Per the statement of Chapter Objectives and Purposes, LA-CAMFT encourages involvement by other related and interested individuals and businesses that would not otherwise qualify for any of the memberships described in Part A of this Article. To that end, the Chapter may establish additional Non-Voting Membership categories that allow more inclusiveness.
Any additional Non-Voting Membership categories are to be detailed in the Chapter Policies and Procedures, since the intent is to develop membership categories that can be changed to meet the evolving needs of the Chapter community.
D. RIGHTS AND DUTIES OF MEMBERS
E. TERMINATION and REINSTATEMENT OF MEMBERSHIP
Specific procedural guidelines may be addressed in the Chapter Policies and Procedures. Membership in the Chapter shall terminate upon the occurrence of any of the following:
A member may resign from membership at any time, by submitting in writing to the Chapter, including electronic transmission, a letter of 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. Resignation does not entitle the member to a dues refund.
2. Nonpayment of Dues
Anyone whose dues are in default to the Chapter shall be dropped from membership, provided a notice has been mailed or sent by electronic transmission to such member at their address of record with the Chapter at least thirty (30) days prior to such termination date.
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 Chapter. Any member to be expelled or suspended shall be entitled to at least fifteen (15) days prior notice of the expulsion or suspension and the reasons for such action. Notice may be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be given by first-class, registered, or certified mail sent to the last address of the member as shown on the Chapters records. Expulsion or Suspension does not entitle the member to a dues refund.
4. Loss of Eligibility
Any member, regardless of category or classification, who is no longer eligible for 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 90 days and has not transferred their membership to Clinical Membership, may be dropped from membership, provided a notice is mailed to such member at their address of record with the Chapter at least thirty (30) days prior to termination of membership. Loss of Eligibility does not entitle the member to a dues refund.
5. Reinstatement of Membership
Any member who has voluntarily resigned membership from the Chapter or has terminated membership because of non-payment of dues may be reinstated to that member’s former category of membership, provided that the applicant meets the criteria for that category of membership and has submitted a new application for membership to the Chapter, accompanied by payment of appropriate dues, application or other fees.
a. After expulsion - anyone who has been expelled from membership in the Chapter for violation of the CAMFT Code of Ethics may, upon recommendation of the CAMFT Ethics Committee, be reinstated after one (1) year has elapsed from the date of expulsion and provided that such person submits a new application for membership, accompanied by payment of appropriate dues and application fees, and provided that such person receives a two-thirds (2/3) vote of the Board of Directors at a meeting where this item has been specifically placed on the agenda and in the announcement of the meeting.
b. After suspension - anyone who has been suspended from membership in the Chapter for violation of the CAMFT Code of Ethics shall be reinstated to membership after the period of suspension has ended and after the CAMFT Ethics Committee has found that such period of suspension was served pursuant to the terms and conditions of the suspension.
Article VI MEMBERSHIP MEETINGS
A. PLACE OF MEETING
All meetings shall be held at a place in the vicinity of the area served by the Chapter.
B. NOTICE OF MEETING
Notice of meeting shall be made in writing to members not less than ten (10) days prior to the meeting.
C. FREQUENCY OF MEETINGS
General meetings shall be called by the President. Special meetings shall be called by the President at the request of 5% of the members of the Chapter.
A quorum for any general membership meeting in which business is transacted shall be 10% of the voting membership. 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.
E. MAIL BALLOT, BALLOT BY ELECTRONIC TRANSMISSION, AND PROXY VOTING
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 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 transmission shall be sent a ballot by electronic transmission.
To be valid, a ballot must be returned in the official ballot envelope, or by electronic transmission as approved by the Board of Directors. There shall be no proxy voting under any circumstances.
Article VII ELECTED OFFICERS AND THE BOARD OF DIRECTORS
A. COMPOSITION OF BOARD
LA-CAMFT is committed to diversity, inclusion, and equity for all members. Members of all backgrounds and experience are welcome to run for positions on the Board. Members will not be discriminated against based on race, ethnicity, gender identity or expression, sexual orientation, age, disabilities, religion, or any other diverse identities.
The Full Board of Directors shall consist of five (5) Elected Officers and the Additional Board Positions deemed necessary to perform the duties of the Chapter.
1. Elected Officers
The Elected Officers of the Chapter shall be:
2. Additional Board Member Positions
Additional Board Member Positions are those that are deemed necessary to perform the duties of the Chapter, which may include, but shall not be limited to (in alphabetical order):
b. Additional Board Member Positions may be added, upon a majority vote of the active Board of Directorsc. Changes to Additional Board Member Positions must be included in the Chapter Policies and Procedures.
3. Qualifications of Elected Officers and Additional Board Member Positions
All Elected Officers and Additional Board Member Positions shall be Clinical or Affiliate members of LA-CAMFT, with the exception of the Pre-Licensed Representative, who shall be an Associate, and the Directors-at-Large, who may be licensed or Pre-Licensed members.
4. Executive Board
The Executive Board includes the five (5) Elected Officers, but is not limited to these members (who are also members of the Full Board):
a. The Executive Board may act in place of the Board of Directors between Board meetings as authorized by the Board, except in those matters that by these Bylaws specifically require Board action, or approval of the members, or approval of a majority of the membership
• Responding to emergency situations in cases where convening the Full Board is not possible
• Responding to delicate matters requiring closed-door confidentiality
• To further explore and discuss complicated matters/projects/issues when time does not permit during regular monthly board meetings
B. POWERS and RESPONSIBILITIES OF THE BOARD OF DIRECTORS
1. General Corporate Powers
Subject to the limitations of these Bylaws, the Articles of Incorporation, and the laws of California, the activities and affairs of this chapter shall be conducted and all corporate powers shall be exercised by or under the direction of a Board of Directors, all of whom shall be members of the state and local chapter as hereinafter provided.
2. Specific Powers
The activities and affairs of this chapter shall be conducted under the direction of a Board of Directors (referring to voting members only, unless otherwise noted), all of whom shall be members of the Chapter. Among other powers, 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. Agents, employees, and/or contractors of the Chapter who are compensated for their services are not considered Board Members and do not hold an opinion, sway influence, or have voting rights pertaining to board matters.
a. The Board of Directors has the authority and responsibility to:
b. The Executive Board has the authority and responsibility to:
C. DUTIES OF OFFICERS
1. Executive Board
Overall Term on the Presidential Team will be three (3) years, consisting of one (1) year as President-Elect, one (1) year as President, and one (1) year as Immediate Past President. Terms for Secretary and Chief Financial Officer will be two (2) years, with positions on the ballot in alternating years.
a. The President shall, with the consent and direction of the Board:
• Is part of and shall attend meetings of the Executive Committee
b. The President-Elect shall:
c. The Immediate Past-President shall:
d. Non-Active Past Presidents shall:
e. The Secretary shall:
f. The Chief Financial Officer (CFO) shall:
• Is part of and shall attend meetings of the Executive Committee
If required by the Board of Directors, the Chief 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 their office and for restoration to the Chapter of all of its books, papers, vouchers, money, and other property of every kind in their possession, or under their control upon death, resignation, retirement, or removal from office.
D. ORDER OF SUCCESSION
In the absence of the President from a meeting over which they should preside or in the permanent absence of the President, the order of succession shall be: President-Elect, Past President, Chief Financial Officer, and Secretary.
E. REMOVAL OF OFFICERS AND BOARD MEMBERS
The Board of Directors, by a vote of a majority of its members, shall have the authority to recommend, for approval by the membership, removal from office for cause, any one of its members after having given that member an opportunity to appear before the Board of Directors to answer the charges.
F. MEETINGS OF THE BOARD OF DIRECTORS
a. The Full Board of Directors shall:
b. The Executive Board shall:
2. Notice of Meetings:
Meetings of the Board shall be held upon not less than ten (10) days written notice.
3. Special Meetings:
Special meetings of the Board of Directors shall be called by the president upon the written request of a majority vote of the Board of Directors.
4. Majority Action as Board Action.
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 of Directors, unless the Articles of Incorporation or bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Code prohibits the act or decision or requires a greater vote than a majority.
5. Action by Unanimous Written Consent Without a Meeting
Any action required, or permitted to be taken, by the Board under any provision of law may be taken without a meeting if all members of the Board individually or collectively consent in writing, or electronic transmission, to such action in any manner specified in the California Nonprofit Corporation Law.
6. Meetings Held by Conference or Other Electronic Means
Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communications, or other communications equipment. Participation in a meeting through use of conference telephone pursuant to this subdivision constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) pursuant to this subdivision constitutes presence in person at that meeting if all of the following apply: (1) each member participating in the meeting can communicate with all of the other members concurrently; (2) each member 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 Chapter; (3) the Chapter adopts and implements some means of verifying both of the following: (a) a person participating in the meeting is a Chairperson or other person entitled to participate in the board meeting and (b) all actions of, or votes by, the Board are cast only by the Chairpersons and not by persons who are not Chairpersons.
1. Nomination Committee Composition
By June 30th, the President shall appoint, upon approval of a majority of the Board of Directors, a Nominating Committee (composed of Past President, President-Elect, and at least one other appointed Clinical Member), with no fewer than three clinical Chapter members, none of whom shall be eligible for nomination in upcoming election year
2. Nomination Committee Responsibilities shall be:
3. Diversity, Equity, and Inclusion in Recommendations
The nominating committee, in making recommendations, shall seek diversity of representation and shall take into account the ethnic and gender composition of the existing Board of Directors and general membership. Members of all backgrounds and experience are welcome to run for all open positions on the Board. Members will not be discriminated against based on race, ethnicity, gender identity or expression, sexual orientation, age, disabilities, religion, or any other diverse identities.
4. Election Frequency
Elections shall be held each year, with half of the Chair positions on the ballot in alternating years, with President-Elect, Pre-Licensed Rep, unspecified Board-Member-At-Large positions nominated each year
Odd year ballots (e.g. 2021):
President-Elect (every year), Pre-Licensed Board Representative (every year), CFO, Networking Events Chair, Communications & Marketing Chair, Diversity Chair, Membership Chair, Board-Member-At-Large (up to 3 for one year terms)
Even year ballots (e.g. 2022):
President-Elect (every year), Pre-Licensed Board Representative (every year), Secretary, Special Interest Groups Chair, Special Events Chair, Sponsorship Chair, Speaker Chair, Board-Member-At-Large (up to 3 for one year terms)
5. Nomination Eligibility
No person shall be eligible for election until they have been a voting member in good standing of the Chapter for at least one year upon taking office, with the exception of appointments and co-chairmanships
6. Special Elections
The President, with the approval of the Board, may call special elections
J. TERMS OF OFFICE
1. Lengths of Term for Elected Officers and Board Members
The term of office for all Elected Officers and Board Members shall be two (2) years, with the exceptions of Pre-Licensed Representative one (1) year term, Unspecified Board-Member-At-Large one (1) year term, and the President’s term, which will be three (3) years – consisting of one (1) year at each of the following positions in the described order: President-Elect, President, and Past President
2. Length of Term for Pre-Licensed Representative
The Pre-Licensed Representative may still be eligible to complete their term even if their membership changes from Pre-Licensed to clinical
3. Dates of Term of Office
The term of office shall run from January 1 of the first year of service, through December 31 of the second year of service for all Elected Officers and Board Members, with the exception of President, President-Elect, Past President, Pre-Licensed Representative and Board-Member-At-Large which will be one (1) year terms
4. Exceptions to Lengths of Term
If a Board Member has been appointed to an office in the middle of a two-year term, that member is expected to complete the remaining time left in that term and may run again in the next regular election
A member of the Board of Directors may resign from such office at any time by submitting in writing or by e-mail to the President his or her resignation. The effective date of the resignation shall be immediately upon the President’s receipt of the letter of resignation or at such later time as is indicated in the letter of resignation. Where possible, resigning or retiring Board Members are encouraged to offer at least four (4) weeks notice before stepping away, assistance in filling the position they are vacating, and providing training, support, mentorship, and access to all relevant accounts, documents, and information necessary to fulfill the position.
K. TERM LIMITS
No person shall be eligible for election or appointment to the Board of Directors if at the commencement of such term of office they will have served as a member of the Board of Directors for the five (5) consecutive years or more immediately preceding such commencement in office or if less than twelve (12) months will have elapsed since having served five (5) 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.
A Board Member who is absent from either a second consecutive board meeting, or a third total board meeting during the fiscal year, without prior arrangement or just cause, may lose their position on the Board of Directors due to such absenteeism. The decision to remove a Board Member due to absenteeism shall be a majority vote of the remaining Board Members. If the absent Board Member wishes to remain on the Board, the remaining Board Members shall allow an explanation to be provided prior to making a decision.
M. RESTRICTIONS ON BOARD MEMBERS –
Not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. An interested person is (1) any person being compensated by the Chapter for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise; and (2) 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 such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Chapter. A Board Member may not participate in any vote on any proposed transaction with another organization or entity of which such Board Member is also an employee, principal or director.
Article VIII COMMITTEES
A. FORMATION AND COMPOSITION OF COMMITTEES
1. Formation of Committees:
Committees may be created and appointed by the Board of Directors as necessary in its judgment. The duties and terms of any such committees shall be prescribed by the Board of Directors upon formation, and named in the Chapter Policies and Procedures.
2. Standing Committees
Standing Committees of the organization may include, among others: Bylaws, Nominations, Finance, Membership, Ethics, Public Relations, Program, Professional Issues, Conference, Diversity, Legislation and Regulations, and Executive. Any member in good standing may serve on any standing committee. The Chair of each committee must be a current member of the Board of Directors, except in which case the Board of Directors finds it necessary to do otherwise.
3. Advisory Committees:
Advisory committees are time-limited committees formed to assist and/or support the Board in conducting the business of the Chapter. The President with Board approval may appoint any advisory committees, as may be necessary to carry out the work of the Chapter.
4. Special Interest Groups, Ad Hoc Committees, and Service Projects
The President with Board approval may appoint any special interest group, ad hoc committee, or service project as may be necessary to carry on the work of the Chapter.
Proposals for new special interest groups, ad hoc committees, or service projects may be proposed by any active LA-CAMFT member and submitted to the Board of Directors in writing.
5. Composition of Non-Standing Committees
Committee Chairpersons and Committee Members shall be appointed by the President in consultation with the Board of Directors. Committee Chairs may recommend committee members for appointment by the President.
a. Committee Chairs
Chairs of any active committees, service projects, or special interest groups are not considered Board Members and, as such, do not have voting responsibilities.
b. Committee Members
Committees shall consist of at least three (3) members or as many members as deemed necessary by the Board, a majority of whom shall be Clinical or Affiliate Members of the Chapter in good standing, except in cases where the purpose of a committee is to service and support Pre-Licensed Members. Chapter members have the option of accepting or declining appointment to any committee.
6. Removal of a Chairperson
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.
B. MEETINGS AND ACTIONS OF COMMITTEES
Committees shall meet at such times as determined either by the Board of Directors, by the Committee, or by the Committee Chairperson with the prior approval of the President. Meetings of committees shall be held at any place designated by the Board of Directors, the Committee, or the Committee Chairperson
2. Meeting Rules:
The Board may adopt rules governing committees that are not inconsistent with these Bylaws
3. Notice of Meetings:
Notices for all committee meetings shall be sent in a timely manner by mail, phone or electronic mail
A majority of the committee members of each committee shall constitute a quorum of that committee for the transaction of business
Minutes shall be kept of each meeting of any committee and delivered to the Chapter Secretary no later than ten (10) business days. The Board of Directors may adopt rules governing committees that are not inconsistent with these Bylaws
6. Board Attendance:
Special Interest Group, Committee, or Service Project Chairpersons are encouraged to attend all meetings of the Board in ex officio capacity, with no right to vote
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 establishment of dues and the procedures for collecting dues shall be set in the Chapter Policies and Procedures.
The Board of Directors shall determine the annual dues of the Chapter. Any dues increase shall be passed only following a 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 increase.
C. PAYMENT OF DUES, FEES, AND ASSESSMENTS
1. 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 organization
2. 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 Chapter 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. 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 Chapter
1. The proposed budget for each year shall be presented to the Board of Directors by the Chief Financial Officer at the first board meeting of the fiscal year, or at another meeting as approved by the Board of Directors.
2. The proposed budget shall be approved by a majority vote of the Board of Directors.
3. The Board of Directors is empowered to deviate from the budget as necessitated by circumstances and consistent with the priorities of the Chapter as long as the deviation is approved with a majority vote of the Board of Directors.
The Board of Directors, or its designee, 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
The Board shall develop, and ensure the implementation of Chapter Policies and Procedures regarding the acquisition, maintenance, retention, security, and destruction of all Chapter records. Such information is to be included in a Chapter Policies and Procedures.
A. MAINTENANCE AND INSPECTION OF BYLAWS
1. The Chapter shall store electronically on Chapter’s website, and on the Board of Director’s shared electronic storage drive, the bylaws of the Chapter as amended to date, which shall be open to inspection by the members at all reasonable times
2. 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
1. 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 location on the Board of Director’s shared electronic storage drive for the Chapter or with the CFO and/or Secretary of the Chapter
2. The minutes and the accounting books and records shall be kept in written or typed form
3. 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 BOARD MEMBERS
1. Every Board Member 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
2. This inspection by a Board Member 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
An annual report shall be prepared and shared with chapter members 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 as 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 Law, dealing with insider transactions
Such 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 Chapter that such statements were prepared without audit from the books and records of the Chapter.
Members shall be notified of their right to receive a copy of the annual report. 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.
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 Board Member, Elected Officer, employee or other agent of the Chapter.
The Chapter and CAMFT additionally agree to mutually indemnify, defend and hold each other harmless from any and all claims, loss, liabilities, damages, costs (including attorneys’ fees and costs) that CAMFT, Chapter or any of CAMFT’s or Chapter’s past, present, or future Elected Officers, Board Members, or employees incurs as a result of the acts or omissions of the other or the breach of the CAMFT/Chapter Agreement by either.
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 Board Member, Elected Officer, employee or other agent of the Chapter.
The Chapter shall provide CAMFT with written proof of insurance at any time requested by CAMFT, but no less than once per year.
Article XIV PROPERTY
The Chapter, through its Board of Directors, shall hold the title to all property, funds and assets of the Chapter 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 USE OF NAME
No member shall speak in the name of the Chapter without written authorization from the President or Board of Directors, and that member shall speak in accordance with the bylaws and ethical standards of the Chapter and of CAMFT
Article XVI STAFF
The Chapter 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 XVII AMENDMENTS TO THE BYLAWS
A. INITIATION OF AMENDMENTS
Amendments to the bylaws may be initiated in either of two ways:
1. The Board of Directors may initiate a bylaw amendment, either alone or upon recommendation of the Bylaws Committee, or
2. Ten (10) members of the Chapter may, by a written petition addressed to the Secretary of the Chapter, initiate an amendment
B. ADOPTION OF AMENDMENTS
1. Proposed amendments, which have received a majority vote of the Board of Directors present, shall be recommended to the membership for ratification by physical or electronic mail ballot
2. An electronic copy of the proposed amendment or amendments shall be emailed to all voting members of the Chapter at least three (3) weeks prior to the time of voting
3. If a member requires a hard copy of the ballot and/or the amendment(s), the member shall contact the Board for said copy
4. There shall be specified on the ballot a closing deadline for the physical or electronic voting
5. A three-quarters (3/4) majority of ballots returned shall be required for ratification of the proposed amendment
Article XVIII 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 of Directors, the recommendation for division shall be recommended to the membership for ratification by physical or electronic mail ballot. A physically or electronically 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 the return of the physical or electronic mail 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 XIX 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 Directors of each chapter, the merger shall be recommended to the membership of each chapter for ratification by physical or electronic mail ballot. A physically or electronically 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 physical or electronic mailed ballot. A two-thirds (2/3) majority of the 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 XX DISSOLUTION
Dissolution of the Chapter, whether voluntary or involuntary, shall be conducted in accordance with the applicable California Law.
In the event of the dissolution of the California Association of Marriage and Family Therapists, all assets and funds of the Chapter shall, after debts and/or obligations are paid, be distributed to one or more charitable organization(s) or foundation(s) as determined by the Board of Directors.
Article XXI RULES OF ORDER: PARLIAMENTARIAN
Robert’s Rules of Order, Revised, shall govern all meetings of the chapter in which they are applicable and in which they are not inconsistent with these bylaws unless modified by the majority of the voting members present.
A Parliamentarian may be appointed by the President from among the members of the Board of Directors. The Parliamentarian shall have the responsibility to ensure 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 chapter.
CERTIFICATION OF EXECUTIVE BOARD
We, the undersigned, certify that we are presently elected to and acting in the offices named below, for the Los Angeles Chapter of the California Association of Marriage and Family Therapists, and the above bylaws are as adopted at a meeting of the Board of Directors held on January 7th, 2022 and by a vote of the membership, completed by February 11th, 2022.
Leanne Nettles, LMFT Christina Cacho Sakai, LMFT
LA-CAMFT 2022 President LA-CAMFT 2022 President-Elect
Jennifer June Villegas Wilson, LMFT Jennifer Stonefield, LMFT
LA-CAMFT 2022 Immediate Past-President LA-CAMFT 2022 Chapter Secretary
Valerie Billie Klayman, LMFTLA-CAMFT 2022 Chief Financial Officer