Chapter Agreement Marked up for Board and CLC 2-15-1.pdf
APRIL 25, 2015 CAMFT Board of Directors Jill Epstein Kathy Atkins RE: REVISIONS + COMMENTS TO PROPOSED CHAPTER AFFILIATION AGREEMENT BETWEEN CAMFT AND SCV-CAMFT (version 2/12/15)
Dear CAMFT Board of Directors, Jill Epstein and Kathy Atkins
The Board of Directors of SCV-CAMFT has carefully reviewed the Proposed Chapter Affiliation Agreement. SCV-CAMFT was incorporated August 20, 1991, was chartered and has performed with all provisions of the CAMFT Bylaws and Policies Pertaining to Chapters. There is no history that would indicate CAMFT needs to micromanage the business of our corporation to the extent indicated in the Proposed Chapter Affiliation Agreement. SCV-CAMFT has consulted an attorney and after careful review and consideration the SCV-CAMFT Board of Directors request the following adjustments be made to the Proposed Chapter Affiliation Agreement between CAMFT and SCV-CAMFT.
Formation/Rights of Chapters Relationship Bylaws 1. Replace sentence 2 to read as follows: "Each Chapter shall adopt and abide by its own bylaws, which shall not conflict with CAMFT's bylaws." Comment: The phrase "shall not conflict" is the same language used in CAMFT's own Policy on Chapters created in 1993, updated 2010. 2. Replace sentence 3 to read as follows: "At any other time, CHAPTER may, but is not required, to submit its bylaws and any amendments to CAMFT for review by CAMFT's legal counsel to determine compliance with governing law and CAMFT's Bylaws. The cost associated with the review of CHAPTER'S bylaws by CAMFT and/or CAMFT's legal counsel shall be the sole responsibility of CAMFT and not of CHAPTER." Comment: There is no need for CAMFT to review and approve every single bylaws amendment considered for adoption by a chapter's membership and board. If desired, a chapter may submit its bylaws and amendments to CAMFT's legal counsel to be reviewed for compliance with governing law and CAMFT's bylaws. Membership Dues Board Composition Comment: There is no legal requirement that the chapter's board composition has to be consistent with the parent organization's bylaws. However, SCV-CAMFT will recognize the board composition requirement if it has been in the CAMFT Chapter Policies since 1993.
Annual Report 1. Replace section (a) as follows: "An updated listing of elected Chapter officers and directors." 2. Replace section (d) as follows: "A balance sheet showing the current assets and liabilities of the Chapter shall be provided annually upon request by CAMFT."
Taxes CAMFT Name and Logo Use CAMFT Membership List Use CAMFT Member Suspension/Expulsion 1. Replace section as follows: "In the event CAMFT suspends or expels a member, CAMFT agrees to notify CHAPTER of the suspension or expulsion within 15 days. CHAPTER acknowledges loss of membership in CAMFT as a clinical, pre-licensed or associate member shall result in loss of membership in CHAPTER." Indemnification/Defense Insurance 1. Replace sentence 1 as follows: "Each Chapter shall obtain and maintain at its own expense (except for an annual $500 stipend from CAMFT to defray the insurance expense) a broad form of Commercial General Liability (CGL) insurance policyâEUR¦[etc]." 2. Replace sentence 3 as follows: "Each Chapter and CAMFT shall name each other as an additional insured on their respective CGL and D&O policies." Comment: It is not required by law. If CAMFT will not agree to this provision we request sentence 3 be deleted in its entirety. Continuing Education CAMFT Member Number
Suspension or Termination 1. Replace paragraph 1 as follows: "Upon the dissolution of CAMFT for any reason, CAMFT shall provide immediate notice of the dissolution to all Chapters by personal communication, personal hand delivery, or sent by overnight express mail service to the Chapter's last address as shown on CAMFT's records as well as to the President of each Chapter if that person's address is different than the Chapter's address. Upon such notice of dissolution, each Chapter's charter and this agreement shall terminate, and each Chapter shall cease using the CAMFT name, logo, and mailing lists of CAMFT members, except for those CAMFT members who are also members of such Chapter. CAMFT's dissolution shall have no effect on CHAPTER's continual and perpetual existence as a corporation under state law or its tax-exempt status under federal and state law." 2. Replace paragraph 2, and subsections a, b, c, d, as follows: "A Chapter may be suspended and its charter terminated by a majority vote of the CAMFT Board of Directors upon a finding that the chapter is not operating in the best interest of CAMFT. Pursuant to the CAMFT bylaws, Chapters that do not comply with the policies of the CAMFT Board of Directors and/or the bylaws of CAMFT will be considered as not operating in the best interest of CAMFT. Prior to any suspension or termination of a Chapter's charter, CAMFT shall follow the below procedure: (a) CAMFT will provide the Chapter sixty (60) days prior notice of the proposed suspension or termination. Said sixty (60) days begin upon the Chapter's written acknowledgement of receipt of notice sent by first-class mail, facsimile, or email transmission to CAMFT. Notice of proposed suspension or termination shall be either personally hand delivered or sent by overnight express mail service to the Chapter's last address as shown on CAMFT's records as well as to the President of the Chapter if that person's address is different than the Chapter's address. (b) The notice will describe the suspected violation in detail and allow the Chapter to respond with a plan to remedy the suspected violation. (c) CAMFT will allow the Chapter an opportunity to first try, in good faith, to remedy the suspected violation. If the Chapter and CAMFT cannot agree to a plan to remedy the suspected violation, the Chapter shall be given an opportunity to be heard either orally or in writing at least five (5) business days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the CAMFT Board to determine whether the suspension or termination should take place. (d) The CAMFT Board shall decide by a 3/4 majority vote whether or not the Chapter should be suspended, terminated, or sanctioned in some other way. The decision of the CAMFT Board shall be final. (e) Any court action challenging the suspension or termination of a Chapter by the CAMFT Board, including a claim alleging defective notice, must be commenced within one year after the effective date of the suspension or termination."
Inspection of Records 1. Replace sentence 1 as follows: "Only the following Chapter records shall be available for inspection by CAMFT during the term of this Agreement: information included in the Chapter's balance sheet showing the current assets and liabilities of the Chapter; articles of incorporation and any amendments; bylaws and any amendments. CAMFT shall not have the right to inspect CHAPTER records that are confidential or that are privileged in the event of anticipated or actual government investigation or proceeding, private litigation, audit, or other similar proceeding. CAMFT will give CHAPTER a reasonable amount of time to respond to any request for records, keeping in mind that CHAPTER board members are volunteers and that records may not be stored in one central location. The custodian of Chapter records shall provide access within the Chapter's geographic area."
Ethics Committee Attorneys' Fees and Venue 1. Retitle section heading to "Dispute Resolution" and replace this paragraph as follows: "In the event of a dispute between a Chapter and CAMFT, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution procedure." Sole and Only Agreement Delete this section. As written, it is not valid, because there are other documents in existence with respect to the issues described in the Chapter Affiliation Agreement, including CAMFT's bylaws and the 1993 Policy on Chapters. Severability Assignment/Amendment Governing Law
Respectfully Submitted, SCV-CAMFT Board of Directors: Debra D. Rojas, LMFT, President Elizabeth Basile, LMFT, Director Kate Viret LMFT, Past-President Kelly Kilcoyne, LMFT, Director Michal Ruth Sadoff, MFTI, Secretary Kimberly Panelo, LMFT, Director Merrett Sheridan, LMFT, CFO Melissa Risso, LMFT, Director Nancy Andersen, LMFT, Director Jenna Benson Sholl, LMFT, Director
