Logistics on Running a Chapter
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Logistics in Running a Chapter

IV. Logistics on Running a Chapter

 

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

 

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.

ARTICLES
  1. The Single Most Important Job of Great Leaders
  2. How to Handle “Invisible” Changes to your Leadership Role
FIDUCIARY DUTIES OF THE MEMBERS OF THE BOARD

Board directors are called fiduciaries because they are legally responsible for managing a nonprofit entity’s assets. Board directors who diligently perform their fiduciary duties responsibly protect the organization’s reputation, which also falls into the category of a fiduciary duty.

Defining Fiduciary Duties: Nonprofit board members make many important decisions, such as recruiting and appointing new board directors, hiring and firing managers and other staff members, monitoring financial reports and conducting an annual audit. All of these duties fall under the duty of care, duty of loyalty or duty of obedience:

  • Duty of Care: Duty of care means that board directors must give the same care and concern to their board responsibilities as any prudent and ordinary person would. This means board members should be actively participating in board meetings and on committees. It also means that they should be actively working with other board directors to advance the organization’s mission and goals.
  • Duty of Loyalty: Duty of loyalty means that board directors must place the interests of the organization ahead of their own interests at all times. Duty of loyalty means publicly disclosing any conflicts of interests and not using board service as a means for personal or commercial gain.
  • Duty of Obedience: Duty of obedience means that board directors must make sure that the nonprofit is abiding by all applicable laws and regulations and doesn’t engage in illegal or unauthorized activities. The duty of obedience also means that board directors must carry out the organization’s mission in accordance with the purpose they stated in getting qualified as a nonprofit organization.

 

JOB DESCRIPTION FOR THE PRESIDENT

Specific duties:

  1. Preside at all meetings of the board and membership.
  2. Preside at all meetings of the board and membership.
  3. Meet with committee chairs to discuss programs and activities and oversee and evaluate the activities of committees.
  4. Act in a firm, competent, tactful and just manner, permitting full discussion on all debatable motions, yet neutral on controversial matters. The President must respect the opinion of each individual; yet see that each decision is carried out in a harmonious atmosphere.
  5. Acts as the primary spokesperson for the chapter.
  6. Prepare, in conjunction with the Secretary, an agenda prior to all meetings, adhere to the agenda as it may be amended and open and close meetings in a timely manner.
  7. Make sure that written minutes of all meetings are published expeditiously.
  8. Oversee the activities of committees, making sure appropriate reports and minutes are prepared and voted on by the board as necessary.
  9. Make arrangements, or oversee the making of arrangements, for all meetings and/or functions of the chapter.
  10. Arrive at all meetings in a timely manner to see that sites are prepared for the meetings.
  11. Be available to the entire membership, especially new members and guests. Display enthusiasm and support for all chapter activities.
  12. Arrange for, or oversee the arrangements for, speakers for meetings and events. In addition, acknowledge speaker appearances with letters of thanks on behalf of the chapter.
  13. Maintain close contact with the Executive Committee, Board of Directors and Committee Chairs.
  14. Oversee the activities of the Secretary and Treasurer making sure that responsibilities are adhered to.
  15. Serve as an ex-officio member of all committees.
  16. The President will transfer all material pertaining to the role as President to the newly elected President and indoctrinate the newly elected President as to the role of the position.
JOB DESCRIPTION FOR THE VICE PRESIDENT (PRESIDENT-ELECT)

Specific duties:

The Vice President shall perform any and all duties of the President in the absence of the President and perform any other duties as assigned by the President.

JOB DESCRIPTION OF A SECRETARY

Specific duties:

  1. The Secretary shall keep accurate minutes of all business meetings of the association and the board. Record what is done, not what was said.
  2. The Secretary shall maintain an accurate membership list.
  3. The Secretary shall handle correspondence, and send out notices when there is no one else assigned to this duty--such as a Corresponding Secretary.
  4. The Secretary shall work in close harmony with the President.
  5. The Secretary shall prepare the agenda for meetings in consultation with the President.
  6. The Secretary shall keep the records of the association, including committee reports.
  7. The Secretary shall take to each meeting: the minutes book, bylaws, policies, a list of members and a list of committees and members, agenda, records, ballots, and any supplies that may be needed.
  8. The Secretary shall call the meeting to order if the President and the Vice President(s) are absent, and preside until a temporary chair is elected.
  9. The Secretary shall send the President a copy of the minutes as soon as possible after each meeting.
  10. The Secretary shall make minutes available for examination by the members upon request.
  11. The Secretary shall notify officers, committee members, and delegates of their election or appointment.
  12. The Secretary shall transfer all material pertaining to the office to the newly elected Secretary and indoctrinate the newly elected Secretary as to the role of the position.
  13. The Secretary shall supply CAMFT with the names, addresses and phone numbers of the Chapter's Officers, Board of Directors and Committee Chairs and shall update CAMFT with same as there are changes.
  14. The secretary shall provide CAMFT with the information which is published about the Chapter in The California Therapist. The information is to be updated by the Secretary as the information changes.
JOB DESCRIPTION OF A TREASURER

Specific duties:

  1. The Treasurer is the custodian of the money of the association and is responsible for collecting, depositing in a timely manner, and disbursing the funds of the association.
  2. The Treasurer shall get appropriate authorizations for all financial transactions, either as established in the bylaws or by adopted motion.
  3. The Treasurer shall collect all dues according to appropriate procedures for dues payment, notify of delinquencies, and provide receipts to dues paying members.
  4. The Treasurer shall maintain the bank account(s) of the association as separate fund(s) and be responsible for signature cards and the drafting of all disbursements.
  5. The Treasurer shall arrange for auditing of the books and records of the association on a regular basis.
  6. The Treasurer shall chair the budget committee, assisting in the preparation of the annual budget for the association.
  7. The Treasurer shall maintain, in a timely manner, all financial books and records of the association and prepare financial reports on a regular basis including a balance sheet and income and expense statement. Such reports are to show the status of all accounts including the balance at the beginning of the period, all receipts, all disbursements and the balance at the ending of the period.
  8. The Treasurer shall regularly compare actual costs and income to budgeted costs and income and recommend adjustments in spending and/or the budget as necessary.
  9. The Treasurer shall transfer all material pertaining to the office to the newly elected Treasurer and indoctrinate the newly elected Treasurer as to the role of the position.
COMMITTEE CHAIR

Specific duties:

  1. The Chair will arrange for meetings of the committee.
  2. The Chair will serve as secretary of the committee, maintaining records of committee business and progress.
  3. The Chair will preside over committee meetings and participate actively in discussions.
  4. The Chair may make motions, debate, and vote on all questions.
  5. The Chair will prepare and provide reports on committee activities to the Board and/or President.
  6. The Chair will retain all records pertinent to the committee for the duration of his or her role as Chair.
  7. The Chair will be responsible for appointing sub committees as necessary to carry out the activities of the committee. It is the Chair's responsibility to make sure that the duties and functions of the committee are carried out to the satisfaction of the Board.
  8. It is the Chair's responsibility to get appropriate Board approval when necessary.
  9. The Chair will transfer all material pertaining to the committee to the newly elected Chair and indoctrinate the newly elected Chair as to the role of the position.

ARTICLES

CHAPTER Q&A

Q: As a past Treasurer, what should I prepare for the transition meeting?

A: As complicated as this may seem, the preparation for this meeting mostly involves the transfer of documents, records, and contacts. It is important to compile all finance-related notebooks, binders, transaction logs, files, records and electronic document folders to hand over in the transition. These documents may include:

  • Calendars, timelines, budgeting deadlines, deadlines for applying for university funding and debit cards.
  • Process for depositing and pulling money from accounts held by the chapter. The past officer should also go through this process step by step with the new officer for the first use of money.
  • Templates for sponsorship letters and thank you notes to donors.
  • Budgeting and financial documents from previous years.
  • Assessment of profits, losses, and current assets such as supplies, inventory, materials, and resources.
  • Login information for school and financial institution accounts.

Q. What does Accounts Payable entail?
A. It is important that chapters establish approval and authorization procedures for writing checks. The Treasurer/CFO/Financial Officer, who draws the checks, should not also have authority to approve expenditures based on their signature alone. These control procedures should address:

  • What backup documentation (expense reports, bills etc.) is required?
  • What approval is required for each type of expenditure and in each budget area?
  • In what circumstances is more than one approval necessary? Usually there are three:
    1. over a certain dollar amount
    2. for items that were not budgeted
    3. when the variance from budget exceeds certain limits
  • At what dollar amount are two signatures required on checks?
  • How frequently will checks be drawn?

Q. When do we have to file with the IRS each year?
A. Tax filings are due the 15th day of the 5th month after your tax year ends. If you do not file the e-postcard/990-N/990-EZ for three years in a row, you will lose your tax-exempt status. Click here for a link to the IRS website, so you can verify the form you need to use and instructions to complete the forms.

Q. How can I check my chapter’s nonprofit status?
A. You can search the California Secretary of State’s website for your chapter name to see your status. Click on the Business tab and Search by Business. Be sure to search using both the acronym CAMFT and “California Association of Marriage and Family Therapists” written out.

Q. How long do I need to keep financial records?

  • Accounts receivable spreadsheets and bank statements - Permanently
  • Accounts payable spreadsheets and checks - Permanently
  • Annual financial statements and audits - Permanently
  • Tax returns - Permanently
  • Payroll records - Permanently
  • Organizational documents (charters, by laws, etc.) - Permanently
  • Membership records - 3 complete years
  • Supporting documentation (such as paid invoices & cash receipts) - 3 complete years
  • Insurance policies - 3 complete years

Q. What are examples of how chapters can use their reserves?
A. YCAMFT has a newly revised Reserve policy which may be useful to review. If your chapter is holding reserves in an investment account, you should also have an investment policy. Click here to view CAMFT's Investment Policy.

Q. Can we have sponsors for our events?
A. Yes! If you would like an example of the disclaimer that CAMFT uses regarding sponsors, please email Michele Champion, Outreach Coordinator at mchampion@camft.org for more details.

Q. Help! Online scammers are targeting our chapter and posing as a board member over email to request money!
A. If any board member receives an out-of-the-ordinary request for money by email, please call the “sender” of the email to verify. Scammers often pose as chapter presidents and email the treasurer to request money be wired or sent via check. They often use a generic email address, one similar to the actual email address, or even mask their email to make it appear that it came from the president’s email address. Please do not hesitate to confirm with another method of communication if the request for payment is not expected or the language seems “off.” It is a best practice to establish approval and authorization procedures for writing checks.

CHECKLIST OF CHAPTER FINANCIAL DEADLINES

Chapters need to provide documentation to either CAMFT, the IRS, or their Insurance Carrier. Refer to the table below for IRS and Insurance deadlines. Refer to section III e) for CAMFT deadlines.

Item Date Refer to Section
May file with the Registry of Trusts

Annually

 
Retain tax-exempt Status, by filing
Form 990/990-EZ/990-N
15th day of the 5th month after the end
of the Chapter's taxable year.
I
File Sl-100 Every 2 years File the S1-100 with the
Secretary of State
Renew CGL and D&O
Insurance policies
Annually  
Audit NOT needed if less than $1m III
Treasurer responsibilities
Accounting Review, performed by independent CPA At least every 2-3 years For Chapters with
$50,000/$100,000
May need to file 990T Annually If Chapter is subject to UBIT
(Unrelated Business Income Tax)
May need to file State Tax Returns Annually  
Register with the Attorney
General's office
Annually If Chapters are conducting
raffles, they should be
registered with the
Attorney General's office

 

 

Q. 1099 vs Employee: How can I be sure to classify a worker correctly as either staff member, or independent contractor?
A. In April 2018, the California Supreme Court adopted the so-called ABC test for state wage-order claims in Dynamex Operations West v. Superior Court. Under the new analysis, all three of the following factors MUST BE MET for a worker to be properly classified as an independent contractor:

  1. The worker is free from the control and direction of the hiring entity in connection with the performance of the work, both under the contract for the performance of the work and in fact.
  2. The worker performs tasks that are outside of the usual course of the hiring entity's business.
  3. The worker is customarily engaged in an independently established trade, occupation or business of the same nature as the work performed for the hiring entity.

Q. Does California's stringent independent contractor test apply retroactively, or only to new miss classification claims?
A. The 9th U.S. Circuit Court of Appeals withdrew its recent decision on the matter and asked the California Supreme Court to weigh in. Miss classification claims are a frequent source of litigation because employees are entitled to a minimum wage, overtime pay and other benefits that independent contractors don't get. The California Supreme Court adopted a strict employee-friendly independent contractor standard in 2018, and earlier this year, the 9th Circuit held that the test applies retroactively.

strong>Many business groups were unhappy with the decision. Making the test retroactive may subject employers to liability for miss classifying workers as independent contractors even before the test was made law. In a July 22 order, however, the appeals court granted the employer's petition for a rehearing and said it would send the question about retro-activity to the state high court to decide.

Q. Does the ABC test apply only to wage-order claims in California?
A. Yes. Different tests may apply under other state laws.