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ARTICLE I

General Provisions

Section 1.01. Name. The name of this Corporation is California Association of Marriage and Family Therapists, hereafter referred to in these Bylaws as "Association."

Section 1.02. Principal Office. The principal office for the transaction of business of Association shall be located in the City and County of San Diego, CA. Association may also have offices at such other places within or without the State of California where it is qualified to do business, as designated by its Board of Directors, hereafter referred to as “Board.”

Section 1.03. Purpose. Association is a nonprofit mutual benefit corporation organized under California law. Association is formed for the purpose of engaging in any lawful act or activity for which a nonprofit corporation may be organized under the law, including but not limited to advancing marriage and family therapy as an art, a science and a mental health profession, and the following: 

1. Promoting and assisting the marriage and family therapy profession in its practice and profession.
2. Developing and maintaining professional standards and best practices for marriage and family therapists. 
3. Advocating policies that advance the marriage and family therapy profession, marriage and family therapists, and those they serve.
4. Engaging in such other lawful activities as is allowed by law and/or as is set forth in the Articles of Incorporation of Association.

Section 1.04. Chapters. To further the objectives of Association, the Board of Directors may charter groups of marriage and family therapists.

The Board of Directors shall have the power to establish such terms and conditions regarding the formation of chapters as it considers desirable. The Board of Directors shall have the power to revoke the charter of a chapter when the Board of Directors determines that the chapter is not operating in the best interest of Association.

Any chapter established pursuant to this article shall be a separate and distinct legal entity from CAMFT and from other chapters and shall be solely responsible for the conduct of its own activities and affairs. CAMFT shall not be responsible for any debts, liabilities or other obligations of any chartered chapter.

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ARTICLE II

Members

Section 2.01.

1. Categories of Members. Association is organized with members, but without capital stock. There shall be four (4) categories of membership in this Association: clinical membership, emeritus membership, pre-licensed membership, affiliate membership. The Board of Directors may refer any application for membership to the Ethics Committee when it has reasonable cause to believe that the applicant may have violated the CAMFT Code of Ethics. The Ethics Committee, after investigating the referral, shall make its recommendation to the Board of Directors. Except as otherwise provided in these Bylaws, membership in any category shall be upon a majority vote of the Board of Directors.
2. Eligibility to Vote. All members as of the record date shall be entitled to vote at any meeting of members as directed by these bylaws. Each voting member shall be entitled to one vote at any annual, regular or special meeting of members. The record date shall be set by the Board but in no event will be less than ten days prior to the meeting.

Section 2.02. Qualifications, Classifications and Rights of Clinical Members. Clinical members shall hold a license as a marriage and family therapist issued by the Board of Behavioral Sciences for the State of California. All clinical members shall have all rights and privileges afforded members under the California Nonprofit Mutual Benefit Corporation law.

Section 2.03. Qualifications, Classifications and Rights of Emeritus Members. Emeritus members are members of at least 65 years of age, who at formal retirement from marriage and family therapy has been a clinical member in good standing for at least ten (10) consecutive years immediately prior to written application for this category of membership. All emeritus members shall be entitled to the rights and privileges of the Association with some restrictions.

Section 2.04. Qualifications, Classifications and Rights of Pre-Licensed Members. A pre-licensed member shall be enrolled in a master's or doctoral degree program satisfying the educational requirements for eligibility to sit for the licensed marriage and family examination(s) or shall have completed all educational requirements for licensure and shall presently be engaged in the process of gaining hours of experience towards licensure either as a registered associate, applicant, or in some other lawful capacity. A pre-licensed member shall be eligible for advancement to clinical member status upon becoming licensed and shall no longer be eligible for pre-licensed member status upon the expiration of ninety (90) days from the date of licensure. A pre-licensed member is entitled to vote and to all other rights and privileges of Association membership.

Section 2.05 Qualifications, Classifications and Rights of Affiliate Members. An affiliate member shall be:

1. In a profession related to marriage and family therapy, whose practitioners are licensed, certified or registered pursuant to California law, or who are specifically exempt from licensure or certification, who shall not hold a marriage and family therapist license, or
2. A marriage and family therapist only licensed in a jurisdiction other than California.
3. An affiliate member shall not be eligible to vote or to hold office but shall be entitled to all other rights and privileges of Association membership.

Section 2.06. Dues and Fees.

Each member in good standing and not otherwise exempt, must pay such fees, dues and assessments as are fixed from time to time by the Board of Directors.

Section 2.07. Termination of Membership. Membership shall terminate on the occurrence of any of the following events:

1. Resignation of a member upon written notice to Association;
2. Failure of a member to pay any dues or fees set by the Board within the period of time fixed by the Board;
3. After 90 days’ Notice of loss of license Qualifications;
4. Expulsion of a member after hearing and pursuant to Section 2.08 of these Bylaws;

Section 2.08. Expulsion or Suspension of Membership. Any member may be expelled or suspended as provided pursuant to the Termination of Membership policy, based on the good faith determination by the Board that the member has failed in a material and serious degree to comply with Association’s Articles of Incorporation, Bylaws, CAMFT Code of Ethics, or the law applicable to member, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of Association.

A person whose membership is suspended shall not be a member in good standing during the period of suspension.

Section 2.09. Effect of Termination, Expulsion, or Suspension. All rights of a member of Association shall cease upon termination, expulsion or suspension from membership. Termination, expulsion or suspension, shall not relieve the member of any existing obligations to Association.

Section 2.10. No Withdrawal Value. Membership in Association does not constitute an ownership interest in any asset of Association at any time. If membership is terminated for any reason, Association shall not be liable for the payment of any amount whatsoever. Each member is received into membership on their express agreement to this provision. This provision is not for the purpose of penalizing any person whose membership shall be forfeited, or otherwise terminated, but rather because no membership will have any real or intrinsic value.

Section 2.11. Transfer of Memberships. Membership or any right arising from membership may not be transferred to another person without the prior approval of the Board.

Section 2.12. Meetings of Members.

1. Place of Meeting. Meetings of the members shall be held in any place designated by the Board or by written consent of a majority of the persons entitled to vote at the meeting, given before or after the meeting. A meeting of the members may be conducted, in whole or in part, by electronic transmission or by electronic video screen communication as long as members are provided a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting.
2. Annual Meeting. An annual meeting of members shall be held as determined by the Board. At this meeting, any proper business may be transacted, subject to any limitations in law or these Bylaws.
3. Special Meetings. A special meeting of the members for any lawful purpose may be called at any time by the Board, the Executive Director, or by five (5) percent of the members.
4. Notice Requirements for Members' Meetings. Written notice provided by first class mail or electronic transmission of any members' meeting shall be given, in accordance with these Bylaws, to each member entitled to vote at the meeting. Notice of any meeting of members shall be given at least ten (10), but not more than ninety (90) days before the meeting date. The notice shall specify the place, date and hour of the meeting, and (1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at the meeting.

Section 2.13. Quorum. A minimum of one percent of the voting members of Association shall constitute a quorum for the transaction of business at any meeting of members.

Section 2.14. Loss of Quorum. Any meeting at which a quorum is initially present, may continue to transact business notwithstanding the withdrawal of members if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by law, the Articles of Incorporation or these Bylaws.

Section 2.15. Act of the Members. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number is required by law, these Bylaws or the Articles of Incorporation.

Section 2.16. Restrictions on Membership. No individual or entity shall hold more than one membership in Association.

Section 2.17. Action by Written Ballot Without a Meeting. Any action that may be taken at any meeting of members may be taken without a meeting by complying with the following procedure.

The Executive Director shall cause to be distributed one written ballot to each voting member. Such ballots shall be transmitted or delivered in the manner required by Section 2.12 (d). All solicitations of votes by written ballot shall (1) indicate the number of responses needed to meet the quorum requirement, (2) state the percentage of approvals necessary to pass the action or actions, and (3) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action, (2) provide the members an opportunity to specify approval or disapproval of each proposal, and (3) provide a reasonable time and manner in which to return the ballot to Association.

Approval by written ballot shall be valid only when (1) the number of votes cast by ballot within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.

All written ballots shall be filed with the Secretary and maintained in the corporate records for at least three years.

“Electronic transmission by the corporation” means a communication that is in compliance with California Corporate Code section 20.

Section 2.18. Liability of Members. Except as limited by the California Corporations Code, no member is liable for the Association’s debts, liabilities or obligations.

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ARTICLE III

Directors

Section 3.01. Board.

1. Number and Composition. The initial number of directors on the Board shall be twelve (12) and shall consist of the members of the Association as specified in Section 3.02.
2. The Directors shall be elected pursuant to the policies and procedures of the Nomination Committee.

Section 3.02. Eligibility/Qualifications. The Board of Directors shall consist of the elected officers (President, President Elect, Past President, Secretary, Chief Financial Officer), seven (7) Directors-at-Large elected from the voting members of the organization, one of which who shall be a Pre-Licensed Member of the Association.

1. No clinical member shall be eligible for election until they have been a voting member for at least two (2) consecutive years immediately prior to taking office, including pre-licensed eligibility.
2. No Pre-Licensed member shall be eligible for the Board of Directors until they have been a Pre-Licensed Member for at least six (6) consecutive months upon taking office.
3. There may be up to five Board members who are licensed as marriage and family therapists and who also hold an active license as a psychologist, clinical social worker, professional clinical counselor, psychiatrist, psychiatric nurse practitioner, or psychiatric physician assistant.

Section 3.03. Nomination and Election of Directors. Nomination and Election of Directors shall be pursuant to the Nomination and Election policy and conducted by the Nomination and Election Committee.

Section 3.04 Terms of Office.

1. No director shall serve more than eight (8) consecutive years, by appointment or election. After serving eight consecutive years, no member may immediately run or be appointed to the Board, but is eligible for appointment or election, after sitting out one two-year term;
2. No member shall serve as director at-large more than four (4) consecutive years, by appointment or election. After serving four consecutive years as an at-large director, the member may run for or be appointed to an officer position.

Section 3.05. Resignation. Any director may resign from the Board by giving written notice to the Board.

Section 3.06. Regular and Special Meetings of the Board. Regular meetings of the Board shall be held four times during the fiscal year as determined by the Board upon twenty (20) days’ notice. Special meetings of the Board shall be called by the President upon the written request or any four (4) directors, including the President. The time and purpose for any special meeting shall be set by the person(s) calling such meeting and within thirty (30) days of the receipt of the written request by the President or Executive Director, and the call shall be delivered to the President.

Section 3.07. Notice of Special Meetings. Notice of meetings of the Board, specifying the time and place of the meeting, shall be given to each director at least four (4) days before the meeting by first-class mail, or forty-eight (48) hours before the meeting if personally delivered or by telephone, electronic mail, or other electronic transmissions. Notice shall be deemed delivered when deposited in the U.S. Mail if sent by first-class mail, or on its confirmation of delivery if by any other method.

Section 3.08. Place and Time of Meetings. Meetings of the Board shall be held at whatever place and time is designated from time to time by the Board.

Section 3.09. Meetings by Videoconference. Any meeting of the Board may be held by video conference or similar communication equipment pursuant to California Corporate Code §7510.

Section 3.10. Waiver of Notice and Consent to Meetings. Unless otherwise prohibited by law, directors may waive notice of any meeting of the Board. Attendance at and participation in the proceedings of any meeting of the Board shall be deemed such a waiver. The waiver of any director not present or participating in any such meeting shall be in writing, signed by the director, either before or after the holding of the meeting and filed with the Secretary.

Section 3.11. Quorum. A quorum of the Board necessary for the transaction of business shall be a majority of the current directors. Any meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by law, the Articles of Incorporation or these Bylaws.

Section 3.12. Act of the Board. Unless otherwise required by law or these Bylaws, every act or decision done or made by a majority of directors present at a meeting duly held at which a quorum is present shall be regarded as an act of the Board.

Section 3.13. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Any business that might have been transacted at a meeting as originally noticed may be transacted at an adjourned and rescheduled meeting.

Section 3.14. Action Without Meeting. Any action which, in accordance with law, is required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors consent in writing to such action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.

Section 3.15. Compensation of Directors. Directors shall not receive compensation for their services. Directors may receive reimbursement for travel and other actual expenses related to authorized travel on behalf of Association, as determined by the Board, excluding travel and expenses to attend Board meetings.

Section 3.16. Powers and Limitations of Board of Directors.

The Board, without limitations on its general power, except as specified herein, shall have full power to ensure the following: 

1. General Corporate Powers. Subject to the limitations of these Bylaws, the Articles of Incorporation, and the laws of California, the activities and affairs of this Association shall be conducted and all corporate powers shall be exercised by or under the direction of a board of twelve (12) directors, all of whom shall be members of the Association as hereinafter provided.
2. Specific Powers. Without prejudice to these general powers, and subject to the same limitation, the Board of Directors shall have all specific powers as are authorized by applicable law, including, but not limited to, the power to select and remove a Chief Staff Executive or in the absence of a Chief Staff Executive, select and remove agents and employees of the Association; prescribe any powers and duties of the Chief Staff Executive that are consistent with law, the Articles of Incorporation, and these Bylaws; fix the compensation of the Chief Staff Executive; and require from the Chief Staff Executive faithful performance of their duties.
3. Administration. The Board shall employ a Chief Staff Executive, who shall have the title of Executive Director, and whose terms and conditions of employment shall be specified by the Board. The Chief Staff Executive shall speak for the Association and be the person in the Association responsible for day-to-day management functions. They shall manage and direct all activities of the Association as prescribed by the Board of Directors and shall be responsible to the Board. They shall employ and terminate the employment of members of the staff necessary to carry on the work of the Association and fix their compensation within approved budget. As Chief Staff Executive, they shall define the duties of the staff, supervise its performance, be responsible for staff procedures, and delegate those responsibilities of management as shall, in their judgment, be in the best interests of the Association. As Chief Staff Executive, they shall provide an Annual Report to the Board of Directors, which Annual Report shall contain a balance sheet, profit and loss statement and statement of changes in the Association’s financial position and any information required by section 8322 of the California Corporate Code. They shall notify each member yearly of the member’s right to receive an Annual Report.

Section 3.17. Voting Power. For all purposes, the voting power of each Director shall be one vote.

Section 3.18. Property Rights. The title to all property, funds and assets of the Association shall be held by the Association, through its Board of Directors, and it shall have authority to oversee or control the acquisition, administration, and disposition of the property. No director shall have any property rights in any assets of Association.

Section 3.19. Removal of Directors/Vacancy.

1. One or more of the directors may be removed for any reason by a majority vote of the membership pursuant to sections 2.17 and 2.12(c) . A Board determination to remove a director shall require an affirmative vote of eight (8) Board members.
2.  The board, by a majority vote of all duly qualified directors may declare vacant the office of any director who fails or ceases to meet any required qualifications of these bylaws or as described in California Corporate Code §7221.
3. In the event that a vacancy occurs on the Board of Directors, other than the presidency, the Board of Directors shall within ninety days appoint, by a majority of the directors then in office, at a Board of Directors meeting, any eligible clinical member of the Association to fill the unexpired term. If the vacancy is for the director who was elected by the pre-licensed members, such vacancy may be filled by any eligible clinical member or any eligible pre-licensed member.

Section 3.20. Order of Succession. In the absence of the President from a meeting over which they should preside or in the permanent absence of the President, the order of succession shall be President-Elect, Past President, Secretary, Chief Financial Officer.

Section 3.21. Parliamentarian. The rules contained in Robert's Rules of Order, Newly Revised, shall govern all meetings of the Association in all cases in which they are applicable and in which they are not inconsistent with these Bylaws, laws, Articles of Incorporation, and any special rules of order the Board may adopt. 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, Newly Revised, where applicable and not inconsistent with the Bylaws, laws, Articles of Incorporation, and any special rules of order the Association may adopt at all meetings of the Board of Directors and all official meetings of the Association.

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ARTICLE IV

Committees

Section 4.01. Executive Committee. The Executive Committee shall consist of the President, President-Elect, Past President, Secretary, Treasurer and Chief Financial Officer. The President shall serve as Chair of the Executive Committee. A majority of the Executive Committee shall constitute a quorum of any duly called meeting of the Committee. Meetings may be called by the President or upon request of three (3) members of the Executive Committee. The Executive Committee shall have all the authority of the Board, except with respect to:

1. Approval of any action which requires approval of the voting members of Association.
2. Filling of vacancies on the Board or on any committee which has the authority of the Board.
3. Fixing of compensation of directors for serving on the Board or on any committee.
4. Amendment or repeal of bylaws or the adoption of new bylaws.
5. Amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.
6. Appointment of committees that have the authority of the Board.
7. Expenditure of Association funds to support a nominee for director.

Section 4.02. Standing Committees. Standing Committees are as follows:

1. Nominating and Election Committee. The Nominating Committee selects qualified nominees for election to the Board of Directors. Upon recommendation of the President, the Board shall appoint a Chair who isa member of the Board, and four (4) clinical members, who are not eligible for nomination upon acceptance of the appointment to the committee. These clinical members shall not currently serve on the Board or the Ethics Committee.
2. Ethics Committee. The Ethics Committee maintains, reviews and interprets the CAMFT Code of Ethics (“Code”), conducts investigations of alleged Code violations and makes recommendations regarding Code violations and membership to the Board. No members of the Board shall serve on the Ethics Committee to ensure independence.
3. Bylaws Committee. The Bylaws Committee considers amendments to the Bylaws or Articles of Incorporation and makes recommendations to the Board regarding same.
4. Governance Committee. The Governance Committee provides support and assistance to the CAMFT Board of Directors through assessment, development, and monitoring of board functioning to ensure ongoing effectiveness and continuity in performance of board duties.
5. Diversity Equity Inclusion (DEI) Committee. The DEI Committee institutionalizes DEI culture, practice, and accountability throughout all levels of the Association and makes recommendations to the Board.
6. External Affairs Committee. The External Affairs Committee reviews marketing and branding issues that impact CAMFT’s promotional efforts and makes recommendations to the Board regarding same.
7. Audit Committee. The Audit Committee oversees all accounting aspects of CAMFT’s annual audit. No members of the Finance Committee or Board shall serve on the Audit Committee to ensure independence.
8. Finance Committee. The Finance Committee develops and recommends to the Board those financial principles, plans, and courses of action that provide for mission accomplishment and organizational financial well-being.

Section 4.03 Other Committees. From time to time, special committees may be created and sunsetted by the Board.

Section 4.04. Notice. Notice of all committee meetings shall be provided in the same manner described in Article III, Section 3.07 of these Bylaws.

Section 4.05. Meetings. Committees shall meet at such times as determined by a Committee Chair. Meetings of committees shall be held at the principal office of the Association or at any other place that is designated from time to time by the Committee Chair or maybe by videoconference as provided in section 3.09.

Section 4.06. Minutes. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the governance of any committee consistent with the provisions of these Bylaws.

Section 4.07. Quorum. A majority of the voting members of any committee shall constitute a quorum, and the acts of a majority of the voting members present at a meeting at which a quorum is present shall constitute an act or recommendation of the committee.

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ARTICLE V

Officers

Section 5.01. Officers. The officers of Association shall be President, President-Elect, a Secretary, a Chief Financial Officer (“CFO”) and Immediate Past President, all of whom must be directors and all of whom are referred to as “elected officers.” Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties determined by the Board.

Section 5.02. Terms of Office. A President Elect shall be elected each year, who will serve for three (3) years; the first year as President Elect, the second year as President, and the third year as Past President of the Association.

A Secretary and a Chief Financial Officer shall be elected on alternate years, each to serve two (2) years.

Section 5.03. President. The President shall preside at all meetings of the members and the Board. They shall be ex-officio, non-voting member of all committees, except the Ethics Committee. When serving as an appointed member of a Committee, they shall have voting rights. They shall have the general powers and duties usually vested in the office of president of a corporation and shall have whatever other powers and duties may be prescribed by the Board.

Section 5.04. President-Elect. In the absence or disability of the President, the President-Elect shall perform all the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions of the President. They shall be ex-officio, non-voting member of all committees, except the Ethics Committee. When serving as an appointed member of a Committee, they shall have voting rights. The President-Elect shall have whatever other powers and duties as may be prescribed from time to time by the Board.

Section 5.05. Secretary. The Secretary shall keep, or cause to be kept, at the principal office or other place that the Board may designate, a book of minutes of all membership meetings and meetings of the Board, stating the time and place, whether regular or special, and, if special, how authorized, the notice given, the names and numbers of those members present and the proceedings of those meetings. The Secretary shall keep, or cause to be kept, a record of the names of the members and directors, their addresses and telephone numbers.

The Secretary shall give, or cause to be given, notice of all meetings; shall keep the seal of the corporation in safe custody; and shall have whatever powers and duties may be prescribed from time to time by the Board.

Section 5.08. Chief Financial Officer. The CFO shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of Association, including accounts of its assets, liabilities, receipts, disbursements, gain, losses, capital and surplus. The books of account shall be open to inspection at all reasonable times by any member or director.

The CFO shall render to the President and directors, on request, an account of all of the transactions and of the financial condition of Association and shall have whatever other powers and duties may be prescribed by the Board. The proposed budget for each year shall be presented to the Board by the CFO at the Association’s Fall meeting.

Section 5.09. Past President. The Past President shall be the Chair of the California Association of Marriage and Family Therapists Educational Foundation, Inc.

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ARTICLE VI

Liability and Indemnification

Section 6.01. Liability. Subject to the limitations contained in the California Corporations Code, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any director or officer of Association based on any alleged failure to discharge the person's duties as a director or officer if the duties are performed in accordance with the standards of conduct specified below.

Section 6.02. Indemnification. Subject to the limitations contained in the California Corporations Code, the Board may, in its discretion, and to the extent allowed by law, authorize Association to indemnify and defend its directors, officers and employees, and persons who previously served in such capacities, against all expenses, judgments, fines, settlements and other damages and liabilities, including but not limited to attorneys' fees and legal costs, incurred in the course and scope of their activities on behalf of Association or arising out of their status as directors, officers or employees.

Section 6.03. Required Standard of Conduct. The person seeking indemnification must be found to have acted in good faith, in a manner they believed to be in the best interests of Association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances.

Section 6.04. Insurance. The Board may adopt a resolution authorizing the purchase and maintenance of an insurance policy or policies or bond on behalf of its directors, officers or employees against any liabilities, other than for violating provisions against self-dealing, incurred by the director, officer or employee in such capacity or arising out of their status as such.

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ARTICLE VII

Rights of Inspection

Section 7.01. Rights of Inspection by Members and Directors. The members and directors of the Association may inspect, at any reasonable time, the books and records of Association to the extent allowed by the provisions of the California Nonprofit Corporation Law applicable to nonprofit mutual benefit corporations.

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ARTICLE VIII

Merger of the Association

Section 8.01. Merger. Merger of the Association may be initiated by a recommendation passed by a two-thirds (2/3) majority of the Board of Directors and upon passage by the Board, the recommendation for merger shall be recommended to the membership for ratification by mail or electronic transmission ballot. A copy of the proposal for merger shall be sent to all voting members of the Association at least 90 days prior to the deadline for voting. There shall be specified on the ballot a deadline for its return. Principal terms of the merger shall be approved by the members; and the approval by the members may be given before or after the approval by the Board, as set forth in California Corporate Code § 8012.

Voting shall comply with Section 2.17 of these Bylaws, requiring a quorum in accordance with Section 2.13 of these Bylaws and a majority approval of those ballots returned for ratification of the proposed merger.

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ARTICLE IX

Dissolution

Section 9.01. Dissolution by Vote. Association may be dissolved at any time by approval of a majority of the Board and approval of a majority vote of the members as set forth in California Corporate Code §8610. Upon such election, the directors shall promptly cease operations and proceed to wind up and dissolve Association.

Section 9.02. Distribution of Assets. Any and all funds remaining held by the Association and not required to defray the expenses of concluding and dissolving operations of the Association shall be to one or more entities engaged in activities consistent with section 1.03 of these Bylaws.

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ARTICLE X

Amendments

Section 10.01. Amendment to Bylaws. Subject to section 10.02 and in compliance with California Non-Profit Corporations Code, these Bylaws may be amended or repealed, or new bylaws may be adopted by a two-thirds vote of the Board, except in the instances of revising actions doing the following which requires a majority vote of the membership that:

• Materially and adversely affect the rights of members as to voting, dissolution, redemption, or transfer;
• Increase or decrease the number of members authorized in total or for any class;
• Effect an exchange, reclassification or cancellation of all or part of the memberships;
• Change the term of Directors; or
• Authorize a new class of membership.

Section 10.02 Process.

1. The Board may initiate and shall refer all Board-initiated proposed Bylaw amendments to the Bylaws Committee for review and recommendation, or
2. The Bylaws Committee may initiate a Bylaw amendment to the Board for review and consideration, or
3. Members may petition to initiate a Bylaw amendment by a petition of 1% of the voting members.

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ARTICLE XI

Construction

Section 11.01. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law applicable to nonprofit mutual benefit corporations shall govern the construction of these Bylaws.

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CERTIFICATE OF SECRETARY

I hereby certify that I am the duly elected and acting Secretary of the                                                , a California Nonprofit Mutual Benefit Corporation; that the foregoing Bylaws, consisting of seventeen (17) pages, constitute the Bylaws of                                                 as adopted by the Board of Directors on                                                , 20       ; and that these Bylaws have not been amended or modified since that date.

 

Dated:                                                

 

                                                          

Secretary