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ARTICLE I NAME
The name of this chapter of the California Association of Marriage and Family Therapists shall be Southwest Riverside County Chapter of CAMFT. Any change of the Corporation's name shall be accomplished in accordance with the law pertaining to amendment of Articles of Incorporation rather than amendment of these bylaws.
ARTICLE II OFFICES
Section A - PRINCIPAL OFFICE
The principal office for the transaction of the business of the corporation is located at 29291 Providence Road, Temecula, CA 92591. The directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location.
Section B - OTHER OFFICES
The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.
Section C- AREA SERVED
The geographic area served by this chapter is Southwest Riverside County.
Section D- SERVICE OF PROCESS
The President shall be the Agent for Service of Process, located at the address of record as kept by the California Board of Behavioral Sciences.
ARTICLE III - OBJECTIVES AND PURPOSES
The objectives of this corporation shall be: to advance marriage and family therapy as an art, a science and a mental health profession; to assist CAMFT in furthering its objectives on a local level; to serve and represent the common professional and business interests of marriage and family therapists; to set and maintain professional standards for marriage and family therapists; to advocate and work to achieve public and private policies for the advancement of family life; to engage in such other lawful activities as is allowed by law and/or as is set forth in the Articles of Incorporation of this corporation; and, to pursue such other objectives and purposes that are in the best interests of CAMFT, its members and the members of this chapter that are not in conflict with CAMFT’s Articles of Incorporation, Bylaws or Ethical Standards for Marriage and Family Therapists.
This corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law.
ARTICLE IV MEMBERSHIP
Section A CATEGORIES OF MEMBERSHIP
There shall be three (3) categories of membership in this corporation: clinical membership, prelicensed membership and associate membership. There shall be one title known as honorary distinguished member.
1. Clinical member - a clinical member shall hold a license as a marriage and family therapist issued by the Board of Behavioral Science for the State of California. All clinical members, regardless of classification, shall be entitled to the rights and privileges of the chapter without restriction.
2. Prelicensed member - a prelicensed member shall be enrolled in a master's or doctor's 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 intern, applicant, or in some other lawful capacity. A prelicensed member shall be eligible for advancement to clinical member status upon becoming licensed, and shall no longer be eligible for prelicensed member status upon the expiration of ninety (90) days from the date of licensure. The prelicensed member's right to vote is limited to voting only for the one director at large who is elected from and by the prelicensed membership. A prelicensed member is entitled to the other rights and privileges of association membership.
3. Associate member-an associate member shall be:
a. in a profession related to marriage and family therapy, whose practitioners are licensed, certified or registered pursuant to California law, or who are specifically exempt from licensure or certification, who shall not hold a marriage and family therapist license, or
b. a California licensed marriage and 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, and
d. an associate member shall not be eligible to vote or to hold office, but shall be entitled to all other rights and privileges of association membership.
QUALIFICATIONS FOR MEMBERSHIP
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, prelicensed and associate.
Qualifications and voting rights for each category of membership shall be as stated in CAMFT bylaws.
Section C ADMISSION TO MEMBERSHIP
Except as otherwise provided in these bylaws, membership in any category shall be upon 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 and the ethical standards of CAMFT.
Section D FEES, DUES AND ASSESSMENTS
Each member in good standing, except if otherwise exempt by these 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.
Section E 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.
1. 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.
2. Nonpayment of Dues: Anyone whose dues are in default to the chapter shall be dropped from membership.
3. Expulsion or Suspension: Anyone who has been determined to have violated the ethical standards of CAMFT and/or 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 therefore. Notice may be given by any method reasonably calculated to provide actual notice. Any notice provided by mail shall be given by first-class or registered mail sent to the last address of the member as shown on the chapter’s records.
4. 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 prelicensed member who has been licensed for ninety (90) days and has not transferred his/her membership 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 thirty (30) days prior to termination of membership.
Section F REINSTATEMENT OF MEMBERSHIP
1. After Resignation or Termination for Non Payment of Dues: Anyone who has resigned his/her membership from the chapter or has terminated his/her membership because of non-payment of dues may be reinstated to that member’s former category of membership provided that such person meets the criteria for that category of membership, is currently a member of CAMFT, has submitted a new application for membership to the chapter, accompanied by payment of appropriate dues, application or other fees, and provided that such person receives a majority vote of the board of directors.
2. After Expulsion or Suspension: Anyone who has been expelled or suspended from membership in the chapter may be reinstated when membership within CAMFT is reinstated.
Section G NON-TRANSFERABILITY OF MEMBERSHIP
No member may transfer a membership or any right arising there from. All rights as a member of the association cease upon the member's death.
Section H CERTIFICATES OF MEMBERSHIP
This chapter may provide certificates of membership, signed by the president, to each applicant accepted into membership of the chapter upon receipt of the required dues or assessments to become a chapter member.
ARTICLE V MEETINGS OF MEMBERS
Section A ANNUAL MEMBERSHIP MEETING
An annual meeting of members shall be held in (January) unless the chapter board of directors fixes another date and notifies members as provided in Section F of this Article.
Section B MEMBERSHIP MEETINGS
General membership meetings shall be regularly scheduled by the president in consultation with the chapter board of directors. There will be no meetings for the months of July and December. Special meetings may be called by the president in consultation with the chapter board of directors or shall be called upon the request of at least five percent of the voting members.
Section C PLACE OF MEETINGS
Meetings shall be held at a location within the area served by the chapter.
Section D NOTICE OF MEETINGS
Notice of regularly scheduled general meetings shall be made in writing to members not less than ten (10) days prior to the meeting.
Written 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 thirty (30) nor 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 other means of written communication 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.
Section E QUORUM
A quorum for any meeting of the members of the chapter during which business is conducted shall be fifteen (15) percent of the voting membership.
If a quorum is present, the affirmative vote of the majority of the voting members represented at the meeting entitled to vote, and voting on any matter shall be the act of the members unless a greater number or voting by classes is required by applicable law.
Section F RECESSED OR ADJOURNED MEETING
When a members' meeting 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 VI BOARD OF DIRECTORS AND OFFICERS
Section A BOARD OF DIRECTORS
A director’s duties must be performed in good faith, in a manner the director believes to be in the best interests of the corporation and with the care, including reasonable inquiry, that an ordinary prudent person in a like position would use under similar circumstances.
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 CAMFT and the 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, 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.
Composition of Board
a) The board of directors shall consist of the elected officers (president, president elect, past president, secretary, chief financial officer), four (4) directors-at-large elected from and by the voting members of the association, and one (1) director at large elected from and by the prelicensed membership of the chapter.
b) All members of the board of directors must possess a Marriage and Family Therapist license (except the pre-licensed member who must be a Marriage and Family Therapist Registered Intern.)
c) The board of directors shall not contain, except as provided below, more than two (2) persons who are licensed as marriage and family therapists and who also hold any other license which permits the practice of health care, whether mental or physical. This restriction does not apply if a board member, during his/her term, becomes licensed in another discipline allowing the practice of health care.
The board of directors shall meet at least four (4) times during each fiscal year (January, April, August and November). Dates for these regular meetings shall be established by the board of directors.
Meetings of the board of directors shall be held at the principal office of the chapter or at any other place that is designated from time to time. 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.
Regular meetings of the board shall be held upon not less than twenty (20) days written 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.
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 meeting shall be held within thirty (30) days of the receipt of the written request by the president or by the association's principal office.
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 law or by these bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors.
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 the board of directors to be just and reasonable.
Section B OFFICERS
1. Compensation: The board of directors shall consist of the elected officers including President, President-elect, Past President, Secretary, Chief Financial Officer and three directors at large. One of the three directors at large may be elected from and by the prelicensed membership of the chapter. The board of directors shall not contain, at any time, more than two (2) persons who are licensed as marriage and family therapists and who also hold any other license that permits the practice of health care, whether mental or physical.
2. Duties of Officers
a. 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, but shall have no right to vote when serving in 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.
b. President Elect: The president-elect shall succeed to the presidency. He/she shall, in the absence of the president or in the president’s inability to serve, perform the duties of the president. He/she shall also perform those duties assigned to him/her by the president and/or the board of directors and shall convene the nominating committee preceding the year in which he/she takes office as President of the association.
The secretary shall give or cause to be given, notice of all meetings of the members and of the board of directors required by the bylaws to be given. He/she shall keep, or cause to be kept, the seal of the corporation in safe custody. The Secretary shall prepare the agenda for meeting in consultation with the President. The Secretary shall keep the records of the association, including committee reports. The Secretary shall take to each meeting: The minutes book, bylaws, policies, sof an authorized officer of the chapter that such statements were prepared without audit from the books and records of the chapter.
Upon written request of a member the board, or its designee, shall promptly cause the most recent annual report to be sent to the requesting member.
ARTICLE X LIABILITY OF MEMBERS
No member, regardless of the class or category of membership held, and whether or not a voting member, shall personally or otherwise be 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 applicable law regarding unauthorized distributions.
ARTICLE XI USE OF NAME
No member shall speak on behalf of and/or represent the chapter without authorization from the president or board of directors.
ARTICLE XII 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 XIII PROPERTY
The title to all property, funds and assets of the chapter shall be held by the chapter, through its board of directors, and it shall have authority to oversee or control the acquisition, administration, and disposition of the property. 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 XIV RULES OF ORDER: PARLIMANTARIAN
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 shall 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.
ARTICLE XV INTERPRETATION
These Bylaws constitute a written agreement between the chapter and its members. These Bylaws should be interpreted in accordance with CAMFT. The Bylaws should be interpreted in accordance with the California Nonprofit Corporation Law which supplements and controls these Bylaws.
ARTICLE XVI RESTRICTIONS
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.
Chapter Articles of Incorporation and/or Bylaws may not violate the CAMFT Articles of Incorporation and/or CAMFT Bylaws.
ARTICLE XVII AMENDMENTS TO THE BYLAWS
Section 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 chapter may, by a written petition addressed to the secretary of the chapter, initiate an amendment.
Section B ADOPTION OF AMENDMENT
These Bylaws may be amended by a two-thirds (2/3) vote of the board of directors or a two-thirds (2/3) vote of the members, provided that certain amendments to the Bylaws, as specified in the California Nonprofit Corporation Law, including those that materially and adversely affect the rights of members or change the authorized number of directors, are approved by the members.
Proposed amendments that require a vote of the membership and have received a two- thirds (2/3) vote of the board of directors, shall be recommended to the membership for ratification by mail ballot or by electronic means. A 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. In the case of mail balloting, 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.
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, 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 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 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 XX DISSOLUTION OF CHAPTER
Dissolution of the chapter, whether voluntary or involuntary shall be conducted in accordance with applicable 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.
I, the undersigned, certify that I am presently elected and acting Secretary of the
Southwest Riverside County 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 February 6th, 2009, and a vote of the membership held February 11th, 2009.
President - Elect Date
Chief Financial Officer Date