Articles I - IV
NAMI (NATIONAL ALLIANCE ON MENTAL ILLNESS) SACRAMENTO
Section 1. Name. The name of this corporation is NAMI Sacramento (hereinafter “NAMI” or “corporation”).
LOCATION OF PRINCIPAL OFFICE
Section 1. Principal Office. The principal office for the transaction of the activities and affairs of the corporation shall be located in California. The Board of Directors ("Board") may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.
PURPOSES AND LIMITATIONS
Section 1. General Purposes. This corporation is a California nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public, charitable, and educational purposes.
Section 2. Specific Purposes. Within the context of the general purposes stated above, this corporation is formed to:
(a) provide support for individuals with mental illness and their family members, and friends;
(b) educate consumers, the family, and friends of persons with mental illness, and the general public, about mental illness and the needs of individuals with mental illness;
(c) work to eliminate the stigma associated with mental illness;
(d) encourage the establishment and improvement of treatment facilities and services for persons with mental illness;
(e) inform and educate the public, government agencies, and the state and federal legislatures regarding new treatment methods, research efforts, and legislation affecting individuals with mental illness and their families;
(f) increase the involvement of family members in the operation and decision-making processes of the mental health system;
(g) support research on mental illness and alternative treatments for persons with mental illness; and
(h) as an affiliate chapter, participate in and further the work of NAMI California and the National Alliance on Mental Illness.
Section 3. Limitations. The property of this corporation is irrevocably dedicated to public and educational purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director or officer, or to the benefit of any private person. During the dissolution of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit foundation, fund or corporation which is organized and operated exclusively for public, educational, or charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
Section 1. Regular/Voting Members. The corporation is organized with members, but without capital stock. Persons who qualify for membership in NAMI include individuals who have a mental illness, individuals or family groups who have a family member or friend with a serious mental illness, or any other individual, family group, or organization that is interested in and committed to the mission of this organization. No person shall be discriminated against or excluded from membership on the basis of his or her race, creed, gender, physical or mental disability, religion, age, or sexual orientation if otherwise qualified for such membership.
Qualified persons shall be admitted to membership upon application to and approval by the Board or an officer designated by the Board to approve membership applications, and the payment of such dues and fees as the Board may fix from time to time.
All persons admitted to membership in NAMI shall have the rights afforded members under the California Nonprofit Public Benefit Corporation Law, including the right to vote on issues put before the membership. Provided however, that each member (whether individual, family group, or organization) shall be entitled to only one vote, and that each member who is not an individual (i.e. members that are a family group or organization/entity) shall designate in writing the individual who shall exercise the voting rights and other privileges on behalf of the member. The designation shall be filed with the Secretary of the corporation and shall be maintained with the corporate records. Said designation may be changed, permanently or temporarily, by written notice to the Secretary of the corporation.
Section 2. Fees and Dues. Each member must pay, within the time and on the conditions set by the Board, the fees, dues, and assessments in amounts to be fixed from time to time by the Board, including dues owed by the corporation to the State or National NAMI affiliates. The fees, dues, and assessments levied on voting members be them an individual/family membership or consumer membership, shall be equal for all those within each group.
Section 3. Good Standing. Those members who have paid the required fees and dues in accordance with these bylaws, who operate in accordance with any code of ethics established by the corporation, and who are not in violation of any NAMI bylaw, rule, or policy, shall be members in good standing.
Section 4. Termination of Membership. Membership shall terminate on the occurrence of any of the following events:
(a) Resignation of a member upon notice to the corporation;
(b) Failure of a member to pay any fees, dues or assessments set by the Board within the period of time fixed by the Board after they become due and payable;
(c) Expulsion pursuant to Section 6 below.
Section 5. Suspension or Expulsion of Membership. A member may be suspended or expelled in accordance with this Article IV, based on the good faith determination by the Board, or a committee of the Board authorized to make such a determination, that the member has failed in a material and serious degree to comply with the corporation's Articles of Incorporation, bylaws, code of ethics, if any, or any law applicable to the corporation and its members, or has engaged in conduct which is unbecoming or prejudicial to the purposes and interests of the corporation.
A person whose membership is suspended shall not be a member in good standing during the period of suspension.
Section 6. Procedure for Suspension or Expulsion. If grounds appear to exist for suspension or expulsion of a member, the procedures set forth below shall be followed:
(a) The member shall be given 15 days prior notice of the proposed effective date of a suspension or expulsion and the reasons for the proposed suspension or expulsion. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent first class or express mail to the member's last address as shown on the corporation's records.
(b) The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed suspension or expulsion. The hearing shall be held, or the written statement considered, by the Board or by a committee of the Board authorized to determine whether the suspension or expulsion should take place.
(c) The Board or committee shall decide whether or not the member should be suspended, expelled or sanctioned in some other way. The decision of the Board or committee shall be final.
(d) As a specific condition to membership in this organization, every member agrees that any action challenging a suspension or expulsion of membership, including a claim alleging defective notice, must be filed and served on the President of NAMI Sacramento, within ninety (90) days after the effective date of the suspension or expulsion.
Section 7. Effect of Suspension or Expulsion. All rights of a member of the corporation shall cease upon suspension or expulsion from membership. In the case of expulsion, the member’s membership in corporation shall terminate on the effective date of the expulsion. However, suspension or expulsion shall not relieve the member (or former member) of any existing obligations to the corporation.
Section 8. No property Rights/No Withdrawal Value. Membership in the corporation does not constitute an ownership interest in any asset of the corporation at any time. If a membership is terminated for any reason, the corporation shall not be liable for the payment of any amount whatsoever to the member. Each member is received into membership on his or her 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 9. Transfer of Memberships. A membership or any right arising from membership may not be transferred to another person without the prior written approval of the Board.
Section 10. Limitations. No individual or entity shall hold more than one membership in the corporation.
Section 11. Liability of Members. Except as limited by law, no member is liable for the corporation’s debts, liabilities, or obligations.
Section 12. Meetings of Members.
(a) Place of Meetings. Meetings of the members shall be held in any place within or outside California 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. In the absence of any such designation, members' meetings shall be held at the corporation's principal office.
(b) Annual Meeting of Members. An annual meeting of members shall be held in the month of January at a time and place determined by the Board. At this meeting, any proper business may be transacted, subject to any limitations in law or these bylaws. Written notice of the annual members’ meeting shall be given at least 20 days in advance in accordance with the procedures provided in subsections (d) and (e) below. Only regular members may vote at the annual meeting.
(c) Special Meetings. A special meeting of the members for any lawful purpose may be called at any time by (1) the Board, (2) any officer, or (3) five percent (5%) of the regular members. Only regular members may vote at a special meeting.
A special meeting of members shall be called by written request, specifying the general nature of the business proposed to be transacted and submitted to the President or to the Secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the regular members entitled to vote. If the Board calls the meeting, the meeting date may be any date for which appropriate notice is given in accordance with subsections (d) and (e) below. If the meeting is called by anyone other than the Board, the meeting date shall be at least thirty-five (35), but not more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice.
No business other than the business, the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.
(d) Notice Requirements for Members' Meetings. Written notice of any members' meeting shall be given, in accordance with these bylaws, to each regular member of the corporation. 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 except as provided in Section 15 below, any proper matter may be presented at the meeting. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.
(e) Manner of Giving Notice for Meetings. Notice of any meeting of members shall be in writing and shall be given at least twenty (20) but not more than ninety (90) days before the meeting date. Notice shall be given either personally or by first class or certified mail, charges prepaid, or by other means of written communication, including facsimile and email if in accordance with California Corporations Code Section 20, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of the corporation or at the address given by the member to the corporation for purposes of notice.
Section 13. Waiver of Notice or Consent. The transactions of any members' meeting, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present, and (2) either before or after the meeting, each regular member who is not present in person, signs a written waiver of notice, a consent to holding of the meeting, or an approval of the minutes. The waiver of notice, consent or approval need not specify either the business to be transacted or the purpose of any meeting of members. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes.
A member's attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.
Section 14. Quorum. Ten percent (10%) of the regular members shall constitute a quorum for the transaction of business at any meeting of members. Provided, however, that if any meeting of members is actually attended by less than one third of the voting power, the only matters that may be voted on are those for which the general nature of the action was specified on the notice of the meeting.
Section 15. Loss of Quorum. Subject to Section 15, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum (or by a greater number if required by law or by the articles of incorporation or these bylaws). Any meeting may be adjourned by a majority of those members in attendance, whether or not a quorum is present.
Section 16. 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, or by the articles or incorporation or these bylaws.
Section 17. Eligibility to Vote/Number of Votes. Regular members entitled to vote at any meeting of members shall be all those in good standing as of the date the vote is taken. Each regular member shall be entitled to one vote at any annual or special meeting of members.
Section 18. Proxies. Proxy voting is not allowed.
Section 19. 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 President shall cause a ballot to be distributed to each regular member. Such ballots shall be mailed or delivered in the manner required by Section 13(e) of this article. All solicitations of votes by written ballot shall (1) indicate the number of regular members responding 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 by the corporation in order to be counted. Each ballot so distributed shall (1) set forth the proposed action, (2) provide an opportunity to specify approval or disapproval of each proposal, and (3) provide a reasonable time in which to return the ballot to the corporation. Ballots may be returned by any delivery method authorized for distributing the ballots, including but not limited to fax or email.
Action by written ballot shall be valid only when (1) the number of regular members casting ballots 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.