Managing Your Chapter Board
X

Managing Your Chapter Board

Membership Chapters Chapter Playbook All-in-1 Resource Guide Managing-Your-Chapter-Board

Logistics in Running a Chapter

IV. Logistics of Running a Chapter and Managing a Chapter Board

(a) Bylaws

Q. What is the purpose of Chapter bylaws?
A. The Bylaws are the governing documents of the Chapter and is there to guide the chapter board's actions and decisions. They are helpful in preventing or resolving conflicts and disagreements. They can protect the organization from potential problems by clearly outlining rules around authority levels, rights, and expectations.

Q. How do Chapters amend their bylaws?
Step 1: The chapter bylaws committee reviews the current bylaws and propose amendments to the chapter Board. Suggestion: compare with CAMFT Bylaws
Step 2: The chapter Board reviews and votes on proposed bylaw amendments
Step 3: In order to ensure any proposed bylaw amendments do not conflict with CAMFT bylaws, the proposed bylaw amendments need to be reviewed by: (a) independent legal counsel and CAMFT, or (b) CAMFT only.

  1. If reviewed by independent counsel, send to CAMFT at mchampion@camft.org after review is complete and Board had an opportunity to review edits
  2. If reviewed by CAMFT only, please plan for between 30 and 45 days. Send to mchampion@camft.org.
Step 4: The chapter Board reviews edits from independent legal counsel and/or CAMFT and finalize amendments
Step 5: The chapter Board takes a final vote on proposed bylaw amendments and distribute bylaws to the membership for a vote.
Step 6: The Chapter Members vote on proposed bylaw amendments
Step 7: If approved by the Chapter Membership, submit revised bylaws to CAMFT at mchampion@camft.org within 10 days

The board of directors' fiduciary duties are legal obligations requiring directors to act in the best interests of their Chapter.

The three core duties are:

  • Duty of Care (informed decision-making),
  • Duty of Loyalty (undivided allegiance), and
  • Duty of Obedience (compliance with mission and law).

Key Fiduciary Duties

  • Duty of Care: Board members must act with the diligence, skill, and prudence of a "reasonable person" in similar circumstances. This involves attending meetings, reviewing reports, asking probing questions, and being fully informed before making decisions.
  • Duty of Loyalty: Board members must act in good faith to advance the best interests of the Chapter, rather than personal interests or the interests of another entity. This requires disclosing conflicts of interest and avoiding self-dealing
  • Duty of Obedience: Board members must ensure the Chapter complies with applicable laws, regulations, and its own bylaws. They must ensure the Chapter remains true to its stated mission and purposes.
  • Duty of Good Faith: A subset of loyalty, this requires Board members to act honestly and with faithfulness to their duties, avoiding intentional, unlawful, or grossly negligent conduct.

Articles

Q. We have added a Board member mid-year. Do I need to notify anyone?
A. Yes! Please email Michele Champion, Chapter Relations Manager, at mchampion@camft.org to let her know so that we can update the Chapter Leadership listserv and our website/records.

Q. How many pre-licensees can we have on our chapter board?
A. CAMFT’s bylaws state that a chapter’s board may be comprised of no more than 35% pre-licensed or associate members. Such members cannot serve as President of the chapter. If you would like to request a variance for one of these rules, please contact Michele Champion, Chapter Relations Manager, at mchampion@camft.org.

Q. Can our chapter cover costs for a board member to attend an event?
A. If the event is related to the board member’s chapter duties, yes! The board member can be reimbursed for their expenses to attend such an event.

Q. Can our chapter board meet via electronic means?
A. Yes! Board meetings can take place over the phone or videoconference, in addition to in-person meetings. Board meetings cannot take place over email, but email can be used for unanimous written consent for decisions.

Q. Can we change when our elections are held?
A. If your chapter bylaws specify when elections are held, you would need to amend the bylaws to change the election date.

Q. Can our chapter have two individuals serve as co-Presidents?
A. Please look at your chapter’s bylaws to make sure this practice is not prohibited and contact Michele Champion, Chapter Relations Manager at mchampion@camft.org for more information. While California Corporations Code does not prohibit this practice, it is not necessarily a best practice.