This SATELLITE CHAPTER AFFILIATION CONTRACT (hereinafter “CONTRACT”) is made and effective on [month, day, year]____________________, by and between the ASSOCIATION OF MORMON COUNSELORS AND PSYCHOTHERAPISTS, DBA AMCAP, ASSOCIATION OF LATTER-DAY SAINT COUNSELORS AND PSYCHOTHERAPISTS, a Utah nonprofit corporation (hereinafter “AMCAP”) and the _________________________ SATELLITE CHAPTER of AMCAP (hereinafter “CHAPTER”).
WHEREAS, AMCAP and CHAPTER wish to set forth their understandings and agreements pertaining to this CONTRACT and the rights and responsibilities created thereby, are in consideration of the foregoing and of promises and agreements hereinafter set forth, AMCAP and CHAPTER agree as follows:
1.Formation/Rights of CHAPTER. CHAPTER shall be formed in accordance with the provisions of the AMCAP bylaws. So long as CHAPTER is in good standing (which includes but is not limited to full compliance with this CONTRACT, its own bylaws, if any, the AMCAP bylaws, and all other policies and procedures of AMCAP pertaining to CHAPTER). CHAPTER shall have the right to utilize the name of AMCAP in the name of the CHAPTER, to represent itself as affiliated with AMCAP, and to receive all other benefits bestowed by AMCAP upon this affiliated CHAPTER.
2. Relationship. AMCAP and CHAPTER are separate legal entities. CHAPTER is not and shall not be considered a partner, joint venturer, subsidiary, legal representative, or agent of or with AMCAP, and at no time may CHAPTER act or represent itself to be acting in any of these capacities. Neither AMCAP nor CHAPTER may make, or represent that it has the power to make, any contract, representation, warranty or obligation, express or implied, on behalf of the other party. Neither AMCAP nor CHAPTER shall be liable for any act, error, omission, debt, or other liability or obligation of the other.
3. Bylaws. CHAPTER shall abide by and promote the purposes and objectives of AMCAP as set forth in the most current version of AMCAP’s bylaws and in accordance with and consistent with the ideals and principles of the Church of Jesus Christ of Latter-day Saints. CHAPTER shall also adopt and abide by its own bylaws, which may not conflict with AMCAP’s bylaws.
4. Membership. All AMCAP members in good standing, as defined by the AMCAP bylaws, are eligible for membership in a duly organized SATELLITE CHAPTER. All CHAPTER members must be members of AMCAP.
5. Chapter Governance. The composition of CHAPTER’S governing body may not be inconsistent with the AMCAP bylaws for CHAPTER’S. In case of necessity, CHAPTER may request a variance from the AMCAP Board of Directors if the prescribed composition is not achievable.
6. Annual Report. CHAPTER is required to submit to AMCAP an annual report on the membership and financial status of the CHAPTER within sixty (60) days after the end of the calendar year. Specifically, CHAPTER’S annual report shall include but not be limited to:
- An updated listing of outgoing and newly elected CHAPTER officers and committee chairs,
- A roster of current members, both voting and non-voting as applicable, the CHAPTER’S mailing list (including at a minimum the full name, mailing address, mental health license type or profession, and email address for each CHAPTER member).
- A balance sheet showing the current assets and liabilities of CHAPTER and a statement of cash receipts and disbursements for the year.
7. Taxes. CHAPTER shall obtain its own federal employer identification number for use in operating CHAPTER’S financial accounts. CHAPTER shalt obtain its own tax-exempt status or pay taxes as appropriate for its organizational structure.
8. AMCAP Name and logo Use. The distinction between CHAPTER and AMCAP shall be maintained. Communication by CHAPTER and its officers or members, in correspondence, reports, or other materials, must always identify CHAPTER by name.
The use of AMCAP’s name and logo and the AMCAP acronym by CHAPTER must always include the name of CHAPTER (not just the AMCAP name) so as not to confuse communications of AMCAP with those of CHAPTER, especially when communicating with the general public.
9. AMCAP Membership List Use. CHAPTER may request and receive, at no charge, mailing labels/lists each year comprised of members in good standing of AMCAP located within the region represented by CHAPTER. The mailing labels/lists may only be used for official CHAPTER activities (i.e. publicize CHAPTER events, assist with CHAPTER membership drives, etc.) and may not be sold. These labels/lists also may not be distributed to or shared with individuals inside or outside of CHAPTER.
10. Suspension or Termination. CHAPTER may be suspended, and this CONTRACT terminated by a majority vote of the AMCAP Board of Directors (“AMCAP Board”) if CHAPTER has breached this CONTRACT, or if the Board believes that CHAPTER is not operating in the best interests of AMCAP.
Upon suspension or termination of CHAPTER’s CONTRACT, CHAPTER shall cease utilizing AMCAP’s name, acronym, mailing lists and logo (all of which are owned completely and exclusively by AMCAP), and may no longer claim any affiliation with AMCAP.
11. Assignment/Amendment. Neither party may assign or transfer this CONTRACT without the express written consent of the other party. No change, amendment or modification of this CONTRACT shall be valid unless in writing and signed by the parties hereto.
12. Governing Law. This CONTRACT shall be construed and governed pursuant to the laws of the State of Utah.
IN WITNESS WHEREOF, the parties have executed this CONTRACT effective on the day and in the year first set forth above.
ASSOCIATION OF MORMON COUNSELORS AND PSYCHOTHERAPISTS, DBA AMCAP, ASSOCIATION OF LATTER-DAY SAINT COUNSELORS AND PSYCHOTHERAPISTS
_______________________________ SATELLITE CHAPTER OF AMCAP