Standard Procedures Monitoring and Counseling Board and Committee Members

Background:
As described in the CAMFT Board-approved Governance Committee description, the CAMFT Governance Committee is responsible for the assessment, development, monitoring and counseling of board and committee functioning so as to ensure ongoing effectiveness and continuity of Board and committee members. The Committee functions as organizational memory to assist in the continuity of past, present, and future Boards.

This document describes the standard procedures to be utilized by the Governance Committee in performing its Board and committee member monitoring and counseling functions. These procedures are shareable with all Board and committee members at any time, and may be shared with incoming Board and committee members as part of their orientation and/or onboarding processes. These procedures have been approved by the Board and may be revised from time to time as necessary by the Governance Committee in order to best fulfill its functions.

Process for Monitoring:

1. In general, many (if not most) concerns about the interactions and conduct of Board and committee members may be resolved informally, e.g. by informal and professional direct conversations between the individual who is concerned and/or has a complaint and the individual they are concerned about or have a complaint about. The Board encourages such informal resolution of concerns, but also seeks to ensure there is a mechanism for stakeholders to escalate issues beyond individual conversations when warranted.
2. Throughout this process, no individual may be responsible for evaluating concerns about themselves, and shall recuse from participation in the process. E.g. if there are concerns about the conduct of the Governance Committee Chair, such individual shall recuse themselves from the below process, including the routing, evaluation, and resolution of such concerns, leaving those functions to be performed by the remaining designated individuals. Such individual who has recused themselves may, of course, participate in the process in their individual capacity, e.g. to explain their conduct, provide information to the Committee, participate in recommended counseling steps, etc.
3. Any concerns about a Board or committee member’s possible violation of CAMFT’s Code of Conduct, possible violation of CAMFT policies, concerns about improper/inappropriate conduct, and/or other concerns about a Board or committee member’s failure to effectively perform their role may be brought to the Executive Director, Board President, and/or the Governance Committee Chair. They should ask if the individual raising the concern is asking for their concern to be brought to the Governance Committee, whether they have/will attempt to resolve it directly, and what they would like the outcome to be. The individual raising the concern may be asked to put their concerns in writing.
4. If the individual who brought a concern wishes to escalate their complaint/concern to the Governance Committee, such concerns will be routed to the Executive Director and the Governance Committee Chair, who may consult with Board legal counsel if needed to determine whether the concerns are within the purview of the Governance Committee. As appropriate, the Executive Director and Governance Committee Chair may need to gather more facts about the concerns, in order to know where to appropriately route such concerns. Some concerns may need to be routed elsewhere by the Executive Director and the Governance Committee Chair, who may consult with Board legal counsel; for example, violations of CAMFT’s Code of Ethics should be routed to the Ethics Committee.
5. Concerns within the purview of the Governance Committee will be agendized for consideration by the Governance Committee, either at its next regular meeting or at a special meeting if the Governance Committee Chair and Executive Director, in consultation with Board legal counsel if needed, determine that the issue should be addressed sooner. Special meetings will be scheduled based on the availability of a quorum of Governance Committee members.
6. The Governance Committee Chair and Executive Director, in consultation with Board legal counsel if needed, will take care in agendizing sensitive issues, and may inform the Board President and/or Executive Committee of pending issues for their awareness as appropriate.

Process for Counseling and Resolving Concerns:

1. The Governance Committee will follow the below process for resolving concerns. This process shall be guided by the following principles:

a. the Committee’s role is to serve as an advisory committee;
b. the Committee’s purpose is to support the Board in ensuring ongoing effectiveness and continuity of Board and committee members;
c. this document describing the Committee’s process will be communicated to the involved individuals up front when a concern is raised;
d. the steps selected to resolve and/or address a particular concern must be appropriately related to the nature and circumstances of the violation; and
e. all concerns must be handled as required by applicable law.

2. Once a concern has been determined to be within the purview of the Governance Committee, the Executive Director or Governance Committee Chair will provide the involved individuals with a copy of this document and serve as point person for questions about the process or timeline. The Governance Committee Chair and Executive Director will work together to gather relevant information, which may include asking questions of the individuals involved, seeking context, asking for documents and reasoning, etc. They should use their discretion to collect enough information to present the issue to the Governance Committee to enable the Governance Committee to make a good faith determination of appropriate next steps. At this step in the process, the Governance Committee Chair and/or Executive Director will also inform the individual of the concern that has been raised about them, and seek information from them to pass along to the Committee and/or provide an opportunity for them to address the Committee directly. An individual may decline to engage in the process or share information, in which case the Governance Committee will consider the information available to it as the process proceeds.
3. The Governance Committee will, at a meeting agendized for this purpose and where quorum of the Committee is present, evaluate the concern. This is not intended to be conducted as an evidentiary hearing, however the Committee will consider “both sides” and all relevant information available to the Committee. From time to time, the Governance Committee may determine that it needs more information prior to resolving the concern, and may table a concern for a future meeting once additional information is obtained.
4. The Governance Committee may, upon a majority vote of a quorum present, implement restorative and/or non-punitive counseling steps to resolve concerns and help individual Board and committee members improve in the functioning of their roles, including but not limited to the following:

a. Follow-up conversations, e.g. initiated by the Governance Committee Chair. Such conversations may, for example, reinforce appropriate communication methods and standards of conduct. They may also involve others as appropriate, for example, initiation of a facilitated conversation between two Board or committee members;
b. Follow-up written communications, e.g. an email from the Governance Committee Chair to the individual. Such written communications may, for example, memorialize concerns and reinforce appropriate communication methods and standards of conduct;
c. Offering supportive training and/or professional development, for example asking the Executive Director and/or Board President to agendize a committeewide or Board-wide training on a particular topic, or asking an individual Board or committee member to attend a training on issues of bias, conflicts of interest, nonprofit governance, or other topics as appropriate. When the Governance
Committee selects this type of step for resolving concerns, the Committee Chair may need to work with the Executive Director and/or Board legal counsel to identify specific and cost-effective resources and timing (i.e. training opportunities, materials, etc.);
d. Providing mentorship, for example pairing a new Board or committee member with an experienced Board or committee member to model effective behaviors; and/or
e. Facilitated resolution sessions, for example a restorative circle or an informal mediation between individuals led by the Committee Chair and/or legal counsel.

5. A decision by the Governance Committee to take restorative and/or non-punitive counseling steps of the type outlined in Section 4 above does not imply that only the Governance Committee may take such restorative steps, e.g. an individual committee member who felt disparaged by the conduct of another committee member may choose to have a one-on-one conversation to resolve their concern outside of this process, or CAMFT may recommend trainings from time to time in the ordinary course of business on issues such as Board member roles and responsibilities. However, the goal is that when these steps are initiated by the Governance Committee, they will hold more weight and will be documented as set forth herein.
6. The Governance Committee may additionally/alternatively, upon a majority vote of a quorum present, make a recommendation to the Board to implement punitive actions for addressing concerns, including but not limited to the following:

a. Recommending the Board take action to censure a Board or committee member. Recommendations for censure will include a recommendation from the Governance Committee as to the language of the censure and whether the censure should be addressed by the Board in closed or open session; and/or
b. Recommending the Board take action to remove a Board or committee member from the Board and/or committee, remove a Board or committee member from another role (e.g. a leadership role on a committee), or revoke Board or committee member privileges.

Only the Board, and not the Governance Committee, has authority to approve and implement punitive actions such as the above. In no instance does the Governance Committee, the CAMFT Board, or the Ethics Committee exercise the authority of the Board of Behavioral Sciences with respect to a Board or committee member’s license.

7. The Governance Committee may make recommendations that the Board take action contingent on the Board and/or Committee evaluating the effectiveness of counseling steps first, or may recommend that the Board take action regardless of whether counseling steps have been implemented.
8. The Governance Committee Chair and/or Executive Director will communicate the Governance Committee’s selected steps and/or recommended actions for resolving and addressing a concern to the individual about whom the concern was raised. If the Governance Committee determines a concern does not require resolution, or if the Governance Committee is unable to determine an appropriate resolution, that will be communicated to the individual about whom the concern was raised. The Governance Committee Chair and/or Executive Director should also follow-up to the person(s) who initially raised a concern, as appropriate.
9. If an individual resigns from their role on the Board or committee at any point during this process, the Governance Committee and/or Board may determine that the process should continue to proceed with respect to that individual.

Process for Documentation:

1. All concerns evaluated by the Governance Committee, and steps taken and/or actions recommended by the Governance Committee to resolve such concerns, will be documented and maintained by the Executive Director in brief summarizing notes, to support the Committee’s function of serving as organizational memory to assist in the continuity of past, present, and future Boards and committees. Progress on all counseling steps will be documented as part of such notes (for example to memorialize completion of a recommended training or mentoring) as well as any action subsequently taken by the Board upon recommendation of the Governance Committee (for example removal from the Board). Any individual Board or committee member may, at any time, request to review any such notes maintained about them. Such notes will also be shared with the Nominating Committee for applicants to the Board. Such notes will also be shared with the President-Elect for applicants to committees. Such notes will also be shared with the full Board if committee applicants are ultimately nominated by the President-Elect.
2. If and when repeat concerns are raised (e.g. recurring system-wide issues about Board or committee members in general, or recurring issues about a particular individual), the Executive Director, who keeps all documentation, will provide that context to the Governance Committee to facilitate in the Committee’s evaluation of the concern, and the Governance Committee may choose to escalate such issues to the Board.