East Bay Chapter of the California Association of Marriage and Family Therapists Bylaws
(As Revised December 2019)

Preamble

The East Bay Chapter of the California Association of Marriage and Family Therapists (CAMFT) is dedicated to serving the profession, the individual member, and the community at large. It is committed to maintaining high standards of professional conduct and to providing supportive processes for resolving differences and negotiating ethical issues. All activities of the Chapter shall be carried out in a manner that is open, inclusive, noncompetitive, and supportive. New leadership shall be encouraged and nurtured in an atmosphere of trust that provides opportunities for each member to develop both personally and professionally. Whenever possible, decisions shall be made by consensus.

Article I. Name, Area Served, and Principal Office

A. The Chapter, EAST BAY CHAPTER OF CALIFORNIA ASSOCIATION OF MARRIAGE AND FAMILY THERAPISTS, is to be governed by these bylaws and shall be in compliance with the conditions specified in Article XIX, Association of Chapters of the bylaws of the CALIFORNIA ASSOCIATION OF MARRIAGE AND FAMILY THERAPISTS.

B. The geographic area served by this chapter is Contra Costa County and Alameda County.

C. The principal office of this corporation for its transaction of business shall be located in Alameda or Contra Costa Counties, CA. This office may be relocated within Alameda or Contra Costa Counties by vote of the board of directors without amendment to these bylaws.

Article II. Membership

A. Qualifications. 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. Membership is for one year and may be renewed by payment of yearly dues to both the state and local organizations.

B. Classification of Members. Full membership benefits, including the right to vote and hold office are extended to clinical, retired, intern, and student members, definitions of which are as follows:

Clinical Members are licensed MFTs; Retired Members are retired MFTs as defined by CAMFT; Associate Members are registered MFT Associates; Student Members are Masters or Doctoral level students pursuing a course of study in Marriage and Family Therapy.

C. Other Affiliates.  Affiliate Members are allied professionals who are Associate Members of CAMFT. Affiliates Members may attend all functions open to the public, including general Chapter membership meetings.

D. Dues. The Board shall propose a dues increase at the recommendation of the Finance Committee. When the Board approves a dues increase by majority vote, it shall then send a notice to all members that a dues increase will be considered at the next general Chapter meeting. Such notice shall include a rationale for the increase and an absentee ballot and shall be sent to all members at least thirty (30) days in advance of the meeting at which the increase will be considered. The dues increase shall be considered approved if a majority of the members voting approve the proposed increase.

E. Rights and Privileges of Members.

1. Determination and Rights of Members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation or bylaws of this corporation, all members shall have the same rights, privileges, restrictions, and conditions.

2. Admission of Members. Applicants shall be admitted to membership upon approval of a written application by person(s) designated by the board and payment of any required dues.  EB CAMFT is committed to diversity, inclusion and equity for all members. All applicants will be considered for membership regardless of race, color, religion, sex, sexual orientation, gender identity, national origin, disability or age.

3. Number of Members. There is no limit on the number of members the corporation may admit.

4. Membership Roster. The corporation shall keep a membership list containing the name, address, and telephone number of each member. Termination of the membership of any member shall be recorded in the roster, together with the date of termination of such membership. This list shall be kept at the corporation's principal office and shall be available for inspection by any director or member of the corporation during regular business hours.

5. Nontransferability of Membership. No chapter member may transfer his/her membership or any right arising therefrom. All rights of membership cease upon the member's death.

F. Termination of Membership

1. Grounds for Termination. Membership in the corporation shall terminate upon the occurrence of any of the following events or conditions: Resignation. A member may resign from membership at any time by submitting his or her resignation in writing to the president or secretary of the corporation, or to any other officer or employee designated by the board to receive such requests. 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.

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 an Associate 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.

Nonpayment of Dues. Upon failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after the due date. A member may avoid such termination by paying the amount of delinquent dues within thirty (30) days following the due date.

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. Anyone who has been expelled or suspended from membership in the chapter for violation of the ethical standards of CAMFT may be reinstated when membership within CAMFT is reinstated.

2. Procedure for Expulsion. Following determination that grounds exist for termination of membership under this section, the following procedure shall be implemented:

a. At least fifteen (15) days before the proposed date of the expulsion, a notice shall be mailed to the last address of the member as shown on the corporation's records, setting forth the expulsion and the reasons for it.

b. The member shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the board in accordance with the quorum and voting rules set forth in these bylaws applicable to meetings of the board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.

c. Following the hearing, the board shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the board shall be final.

d. Any person expelled shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.

3. Rights on Termination of Membership. All rights of a member in the corporation shall cease on termination of membership as provided herein.

G. Membership Meetings.

1. Place of Meeting. All meetings shall be held at a place in the vicinity of the area served by the Chapter.

2. Notice of Meeting. Notice of meeting shall be made in writing to members not less than ten (10) days prior to the meeting.

3. Frequency of Meetings. General meetings shall be called by the President and held regularly. Special meetings shall be called by the President at the request of 5% of the members of the Chapter.

4. Quorum. A quorum for any general membership meeting in which business is transacted shall be 10% of the voting membership.

H. MAIL BALLOT, E-MAIL BALLOT, 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 mail (e-mail) 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 (e-mail) and have an electronic mail (e-mail) address in the records of the Chapter shall be sent an electronic mail (e-mail) ballot.

To be valid, a ballot must be returned in the official ballot envelope, or by electronic mail (e-mail) as approved by the Board of Directors.

There shall be no proxy voting under any circumstances.

Article III. Board of Directors

A. Powers. This corporation shall have powers to the full extent allowed by law. All powers and activities of the corporation shall be exercised and managed directly by the board or delegated under the ultimate direction of the board.

B. Composition of the Board.
Following the election of new officers, the Board of Directors shall consist of the elected officers (President, President-Elect, Past President, Secretary, Treasurer), and additional Board positions may be added as deemed necessary to perform the duties of the chapter.  These may be (but shall not be limited to) the legislation and ethics director, the hospitality director, the membership director, the program director, the advertising and public relations director, the website director, the director of professional development, the Associate (prelicensed) director, and the student representative. In addition, Board members may hold the title of Member at Large, holding no specific portfolio, at the direction of the Board of Directors. 

The board of directors shall be comprised of no more than thirty-five (35) percent of Affiliate members or pre-licensed members of the Association who are entitled to vote on matters submitted before the Chapter’s Board of Directors. Such members shall not serve as President, President Elect, Treasurer or Past President.

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. This restriction does not apply if a board member, during his/her term, becomes licensed in another discipline allowing the practice of health care.

EB 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, color, religion, sex, sexual orientation, gender identity, national origin, disability or age.

C. Executive Committee of the Board of Directors. The Executive Committee of the Board of Directors shall consist of the five elected officers (President, President-Elect, Past President, Secretary, and Treasurer). The Executive Committee may act in place and stead of the full Board between Board Meetings to conduct the business of the Chapter. The meetings of the Executive Committee are open to any Chapter member and notices will be sent to those who notify the President of their desire to attend. Actions of the Executive Committee shall be presented to the full Board of Directors for review at the next meeting of the full Board.

D. Compensation. No compensation shall be paid to any member of the board for performing the duties for which he or she was elected. Board members may receive complimentary passes to chapter events or discounts on chapter dues, as determined by the board of directors. 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.

E. 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 directors meeting, any eligible member of the chapter to fill the unexpired term.

F. Removal from Office of Officers and Board Members. The board of directors, by a vote of not less than 2/3 of its members, shall have the authority to recommend, for approval by the membership at the next general meeting, removal from office for cause of any one of its members after having given that member an opportunity to appear before the board of directors to answer the charges.

G. Standard of Care. A director shall perform the duties of a director, including duties as a member of any committee of the board, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like situation would use under similar circumstances.

In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared by:

1. One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented;

2. Counsel, independent accountants, or other persons as to matters which the director believes to be within such person's professional competence; or

3. A committee of the board upon which the director does not serve, as to matters within its designated authority, which in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

A person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director, including without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the corporation or assets held by it are dedicated.

H. Investments. With respect to investments, the standard care for a director's performance of duties as a director shall apply. Except when dealing with assets held and used directly in carrying out this corporation's charitable activities, the board shall avoid speculation, looking instead to the permanent disposition of funds, considering the probable income as well as the probable safety of this corporation's capital.

I. Loans. This corporation shall not loan money or property to or guarantee the obligation of any director or officer. The corporation may advance money to a director or an officer for expenses reasonably anticipated to be incurred in performance of his or her duties.

J. Self-Dealing Transactions. Except as provided in this section, the board shall not approve a self-dealing transaction. A self-dealing transaction is one to which the corporation is a party and in which one or more of the directors has a material financial interest of a transaction between this corporation and one or more of the directors or between this corporation and any person in which one or more of its directors has a material financial interest.

The board of directors may approve a self-dealing transaction if the board determines that the transaction is in the best interests of and is fair and reasonable to this corporation, and after reasonable investigation under the circumstances, determines that this corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the board, in good faith, with knowledge of the material facts concerning the transaction and the director's interest in the transaction, and by a vote of a majority of the directors then in office, without counting the vote of the interested director(s).

K. Indemnification. This corporation may provide indemnification to the full extent allowed by law.

L. Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents, and to inspect the physical properties of this corporation.

M. Directors' Meetings.

1. Regular 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. Special Meetings. Special meetings of the board of directors shall be called by the president upon the written request of any three (3) board members, which may include the president. Such specially called meetings shall be held within thirty (30) days of the receipt of the written request. Special meetings of the board shall be held upon at least four (4) days notice by first-class mail or notice delivered personally or by telephone or other electronic means at the director’s address as shown in the records of the chapter.

3. Waiver of Notice and Consent to Hold Meetings. The transactions of any meetings of the board are as valid as though the meeting had been held after proper call and notice, provided a quorum of directors is present and that each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

4. Quorum. A majority of the directors then in office shall constitute a quorum. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors provided that any action taken must be approved by at least a majority of the required quorum for such meeting.

5. 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.

6. Action by Unanimous Written Consent without Meeting. Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board consent in writing to such action. Written consent or consents shall be filed with the minutes of the proceedings of the board and shall have the same force and effect as the unanimous vote of the directors.

Article IV. Officers.

A. Officers and Terms. The officers shall be President, President Elect, Past President, Treasurer, and Secretary. Upon the conclusion of one year, the President Elect shall succeed to the office of President for one year. Upon the conclusion of one further year, the president shall succeed to the office of Past President for one year. The Treasurer and Secretary shall be elected for one year terms of office. In the event there is no President-Elect in office to succeed the President, the current President may be placed upon the ballot for election to that office for an additional year; in addition, any Chapter member who is eligible to hold office may be nominated for the office of President. Upon conclusion of that year, the President shall then succeed to the office of Past President for one year.

B. Duties. The duties of the officers shall be:
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. S/he shall submit in writing an annual report of the activities of the Chapter to the board of this organization.  The president shall be an ex-officio member of all committees, but he or she shall have no right to vote when serving in an ex-officio capacity.

THE PRESIDENT-ELECT shall manage the internal business operations of the Chapter with the advice and consent of the board of directors. She or he shall, in the absence of the President, perform the duties of the President. The President and the President Elect shall confer and determine what duties each will perform. In the event that the office of President is vacated, the President Elect shall succeed to the Presidency.

THE IMMEDIATE PAST PRESIDENT shall be the Chair of the Nominations Committee and shall serve as a consultant to the President.
THE SECRETARY shall keep a record of all board meetings, the business portion of all general meetings and all policies adopted at said meetings. S/he shall make records available to the general membership. In the event of his/her absence, his/her duties may be performed by any voting member appointed by the President.

Chief Financial Officer (CFO) or Treasurer:  The CFO 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, 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 CFO shall keep the officers and Board regularly informed concerning adherence to the annual budget and present options for maintaining adherence to the annual budget. 

The CFO 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 regular meetings of the Board, or at other times as directed by the Board, an account of his/her transactions as CFO 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 such other powers and shall perform other duties as may be prescribed by the Board of Directors or the Bylaws.

If required by the Board of Directors, the CFO 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. The budget may include the cost of adequate liability insurance purchased by the CFO for the protection of officers and directors.

The CFO shall evaluate the financial status of the Chapter, and after Board approval shall recommend to the membership the amount of dues and a budget for the following year.  It shall be presented to and approved by the membership at the annual meeting or approved by mail ballot at other times.  The CFO shall make recommendations as may be necessary to raise money to carry out the activities of the Chapter.

C. Elections. On or before November 15th, the membership shall be notified in writing of the slate of officers offered by the Nominations Committee and shall have at least two (2) weeks to return their ballots before the close of voting.

The Nominations Committee shall accept the nomination of any voting member who wishes to run for office. Some offices may require screening for competency in performing that particular job (i.e. Treasurer).  Members shall be given at least two (2) weeks notice of the date nominations must be received in order to add them to the ballot.

Election shall be by simple majority vote of the members voting and entitled to vote.  Electronic (e-mail) voting may be allowed if it is performed according to current laws and standards related to this type of voting.

The Treasurer and Secretary may be re-elected for no more than 5 consecutive terms of office.

D. Resignation. Any officer may resign at any time by giving written notice to the board of directors, the president, or the secretary of the corporation.

E. Vacancies. In the event that a vacancy occurs in any office, 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 directors meeting, any eligible member of the chapter to fill the unexpired term.

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, past president, secretary, treasurer.

Article V. Committees

A. Standing Committees. Standing Committees of the corporation 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 voting member in good standing. 

B. Ad Hoc Committees. The President or the board may appoint any ad hoc committee of members, service project, or special interest group as may be necessary to carry on the work of the Chapter. Such appointments shall be ratified by the Board of Directors at the meeting immediately following such appointment.

Article VI. Miscellaneous Provisions

A. Execution of Instruments. The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any such instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

B. Keeping Records. The corporation shall keep adequate and correct records of accounts and minutes of the proceedings of its board and committees of the board. The minutes shall be kept in written form or in any other form capable of being converted to written form.

C. Fiscal Year. The fiscal year of this corporation shall end each year on December 31.

D. Contracts. All contracts entered into on behalf of this corporation must be authorized by the board.

E. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board may select.

F. Checks and Notes. Except as otherwise specifically provided by resolution of the board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation, shall be signed by the president of the corporation or by such individuals as are authorized by the president.

G. Annual Financial Report. Each year, the treasurer shall prepare and the president shall distribute a written report to each director of the corporation containing the following information in appropriate detail:

1. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;

2. The principal changes in assets and liabilities, including trust funds, during the fiscal year;

And

3. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, during the fiscal year.

H. Amendment of Bylaws. Subject to any provision of law applicable to the amendment of bylaws of nonprofit corporations, amendments to these bylaws shall be as follows: The voting members, through the Bylaws Committee and the officers of the Chapter may initiate an amendment. The
Bylaws Committee shall send notice to all members that a revision or amendment of the Bylaws will be considered at the next general chapter meeting. Such notice shall include a summary of the proposed revision(s) and an absentee ballot and shall be sent to all members at least thirty (30) days in advance of the meeting at which a revision will be considered. Copies of the proposed revision(s) shall be made available to members upon request. Amendments shall be considered approved if a majority of the members voting approve the revision.

I. 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 section shall be construed to relieve any person of any liability imposed by the California Non-profit Corporation Laws regarding unauthorized distributions.

J. 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.

K. Use of Name. No member shall speak in the name of the chapter without authorization from the president or board of directors.

L. 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.

M. Division of the Chapter. Division of the chapter into two CAMFT 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.

N. Merger of the Chapter. Merger of the chapter with another CAMFT 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.

O. Dissolution of the Chapter. Dissolution of the chapter, whether voluntary or involuntary shall be conducted in accordance with applicable law. Voluntary dissolution of the Chapter may be initiated by a two-thirds (2/3) majority of the Board of Directors. Upon passage by the Board, the recommendation for dissolution of the Chapter shall be recommended to the membership for ratification by ballot. A written copy of the recommendation 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 mailed ballot. A two-thirds (2/3) majority of ballots returned shall be required for the ratification of the proposed voluntary dissolution of the Chapter. The proposed dissolution shall be submitted to the CAMFT Board of Directors for their approval. 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 Chapter Board of Directors.

P. 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 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.