Proposed Bylaws for NAMI Accreditation 2/12/18
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NAMI (NATIONAL ALLIANCE ON MENTAL ILLNESS) SACRAMENTO ARTICLE I. NAME
Section 1. Name. The name of this corporation is NAMI Sacramento
Use of the NAMI Affiliate Name and Logo
NAMI Sacramento acknowledges that NAMI controls the use of the name, acronym and logo of NAMI and that use shall be in accordance with NAMI policy. Upon termination of affiliation with NAMI, the uses of these names, acronyms and logos by NAMI Sacramento shall cease.
ARTICLE II. 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.
Section 2. Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.
ARTICLE III. 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.
NAMI Sacramento is a grassroots organization that provides a community of support, education, resources and outreach activities to families, friends and persons with mental illness so as to improve their general welfare, and to reduce the stigma of mental illness.
Section 2. Specific Purposes. Within the context of the general purposes stated above, this corporation is formed to:
- Provide support for individuals with mental illness and their family members, and friends;
- Educate peers, the family, and friends of persons with mental illness, and the general public, about mental illness and the needs of individuals with mental illness;
- Work to eliminate the stigma associated with mental illness;
- Encourage the establishment and improvement of treatment facilities and services for persons with mental illness;
- 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;
- Increase the involvement of family members in the operation and decision- making processes of the mental health system;
- Support research on mental illness and alternative treatments for persons with mental illness; and
- As an affiliate chapter, participate in and further the work of NAMI California and the National Alliance on Mental Illness (NAMI).
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.
ARTICLE IV. MEMBERS
A member may be one individual or a family of individuals living in one household that is counted as one for the purposes of paying dues and voting.
A member accepts the mission of NAMI, NAMI California and NAMI Sacramento and pays dues in the amount and manner established by NAMI. A member, as defined above and used henceforth, shall always mean a member in good standing as of the record date. NAMI Sacramento members are also members of NAMI California and NAMI.
Section 1. Regular/Voting Members.
NAMI Sacramento shall not discriminate against any person or group of persons on the basis of race, ethnicity, culture, language, national origin, age, disability, gender, sexual orientation, gender expression, education, religion, faith, socio-economic status or lived experience.
Members of NAMI Sacramento 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, individual or family shall be entitled to only one vote, and that each member who is not an individual (i.e. members that are a household ) 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 and NAMI.
All members shall be part of NAMI Sacramento, NAMI California and NAMI. NAMI Sacramento shall meet the re-affiliation as promulgated in NAMI governing documents.
Section 2. Dues. Each member must pay, within the time and on the conditions set by the NAMI Board, dues in amounts to be fixed from time to time by the NAMI Board, including dues owed by the corporation to NAMI California and NAMI. Dues on voting members be them an individual, Open Door, or household membership shall be equal for all those within each group.
Section 3. Good Standing. Those members who have paid 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 Sacramento 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:
- The resignation of the member
- In the case of a membership issued for a period of time, when the period of time has elapsed, unless the membership is renewed
- The failure of the member to pay dues within the times set forth by the NAMI Board of Directors or as otherwise provided in accordance with these
Termination of a membership shall not relieve the member from any obligation for charges incurred, services or benefits actually received, dues, assessments, or for which the member is obligated to the corporation.
Before a membership is terminated in accordance with, the following procedures shall be followed:
- A notice shall be sent by prepaid first-class or registered mail to the most recent address of the member as shown on the corporation’s records, setting forth the action to be taken, the reasons for the action, and the date, time, and place of the Such notice shall be sent at least fifteen (15) days before the proposed effective date of termination.
- The member whose membership is being terminated shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than five (5) days before the effective date of the proposed The hearing will be held by a special committee of the Board of Directors composed of no fewer than three (3) Board members appointed by the President.
- Following the hearing, the committee shall decide whether or not the membership should be terminated or the member suspended or sanctioned in some other This decision should be forwarded to the NAMI Board of Directors for their final action to terminate the membership.
Section 5. 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 6. Limitations. No individual or entity shall hold more than one membership in the corporation.
Section 7. Liability of Members. Except as limited by law, no member is liable for the corporation’s debts, liabilities, or obligations.
Section 8. Meetings of Members.
- Place of 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.
- Annual Meeting of 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.
- Special 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.
- Notice Requirements for Members’ 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.
- Manner of Giving Notice for 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 9. 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 10. Quorum. Ten percent (10%) of the regular members shall constitute a quorum for the transaction of business at any meeting of members. If ten percent (10%) of the members are not present then a quorum shall be a vote by greater than fifty percent (50%) of those in attendance. 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 11. 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 12. 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 of incorporation or these bylaws.
Section 13. 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 14. Proxies. Proxy voting is not allowed.
Section 15. 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, emailed 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 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.
Section 16. All written ballots shall be filed with the Secretary of NAMI Sacramento and maintained in the corporate records for at least three years.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Powers.
- General Corporate Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
- Specific Powers. Without prejudice to the general powers set forth in subsection
- above, but subject to the same limitations, the directors have the following Unless expressly stated that the directors “shall” do an act listed below, all powers are exercised, or not, in the Board’s sole discretion.
- Adopt policies, rules and procedures for the management and operation of the corporation.
- Retain an individual employee or consultant, or a management firm, to administer the day-to-day activities of the corporation. An individual retained pursuant to this authority shall be known as the Executive. The Board may also employ, retain, or authorize the employment of such other employees, independent contractors, agents, and legal counsel as it from time to time deems necessary or advisable in the interest of the corporation, prescribe their duties and fix their compensation.
- May require officers, agents, and employees charged by the corporation with responsibility for the custody of any of its funds or negotiable instruments to give adequate bond.
- Borrowing Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation’s purposes, in the corporation name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, liens, and other evidences of debt and securities.
(5) Gifts. Receive and accept gifts, devises, bequests, donations, annuities, and endorsements of real and personal property, and use, hold and enjoy the same, both as to principal and income, and to invest and re- invest the same or any part thereof for the furtherance of any objects, interests or purposes of this corporation.
- Make such contributions as the Board determines are necessary and advisable in furtherance of the interests and purposes of this corporation.
- Fiscal Fix and change the fiscal year of the corporation.
- Adopt and use a corporate seal provided that the name of the corporation and the state are shown on it. The seal may be affixed to such instruments as the Board shall direct. However, the lack of a corporate seal shall not, by itself, affect the legality of any document executed on behalf of the corporation.
- Enter into contracts and agreements with individuals and with public and private entities for the advancement of the purposes for which the corporation is organized.
- Acquire, construct and possess real, personal, and intellectual property.
- Bank Accounts and Special Establish one or more bank accounts and/or special funds in order to accomplish and further the purposes of the corporation.
- Appoint committees as provided in these bylaws.
- Ex officio members of the Appoint any number of non-voting ex officio directors who the Board believes will make a contribution to the activities and operation of the corporation. Ex officio directors shall serve at the pleasure of the Board in an advisory capacity only and shall not have any of the rights or obligations applicable to voting directors under the law or these bylaws.
- Other Create and support subsidiary or related entities, including but not limited to education and research foundations, which the Board believes will enhance the purposes of the corporation or serve the needs and goals of the members.
- Do and perform all acts and exercise all powers incidental to, or in connection with, or deemed reasonably necessary for the proper implementation of the purposes of the corporation.
Section 2. Number and Qualification of Directors.
- Authorized Number and The Board shall consist of between five (5) and fifteen (15), the exact number to be determined by resolution of the Board from time to time. Directors must be individuals dedicated to the purposes of this corporation as set forth above.
- Restriction on Interested Persons as No more than 49% of the persons serving on the Board may be “interested persons”. An “interested person” is:
- Any person compensated by NAMI Sacramento for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and
- Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Section 3. Election and Term of Office. At each annual meeting of the members beginning in October 2006 (or by written ballot in accordance with Section 16 of Article IV above), the members shall nominate and elect directors to available positions. New Directors will begin their terms January 1st immediately following the October election. Directors shall serve for a term of two (2) years and until a successor has been elected and seated.
Section 4. Removal of Directors. Directors may be removed without cause by a majority of Directors then in office and present at a regular or special meeting of the Board, provided that written notice of the intention to consider removal of a Director has been included in the notice of the meeting. No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need to be followed.
Section 5. Vacancies on Board.
- Events Causing The vacancy or vacancies on the Board shall exist on the occurrence of the following:
- The death or resignation of any director;
- The removal of a director by the Board;
- The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under the California Nonprofit Public Benefit Corporation Law; or
- The increase of the authorized number of
- Three or more consecutive absences from board meetings without good cause will be considered a
- Except as provided below, any director may resign by giving written notice to the President of the Board, the Executive Director (if any), or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. Except on notice to the Attorney General of California, no director may resign if the corporation would be left without a duly appointed director or directors.
- Filling Vacancies on the Board may be filled by the Board at any properly called and noticed meeting where a quorum is present.
- No Vacancy on Reduction of Number of No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
Section 6. Directors’ Meetings.
- Place of Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.
- Meetings by Any meeting of the Board may be held by conference telephone or similar communication equipment, so long as the following conditions are met:
- Each director participating in the meeting can communicate with all other directors
- Each director is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose, an objection to a specific action to be taken by the
- The Board adopts and implements some means of verifying both of the following:
- A person communicating by telephone, electronic video screen, or other communications equipment is a director entitled to participate in the Board
- All statements, questions, actions or votes were made by that director and not by another person not permitted to participate as a
- Annual Board The Board shall hold an annual meeting during the month of January each year for purposes of organization, election of directors and officers, and transaction of other business. Notice of the annual meeting shall be given in accordance with subsection (d) (2) below.
- Special Other meetings of the Board may be held at such time and place as the Board may fix from time to time.
- Authority to Special meetings of the Board for any purpose may be called at any time by the President of the Board, the Executive Director (if any), or any two directors.
- Notice of the time and place of special meetings shall be given to each director by one of the following methods:
- By personal delivery of written notice;
- By first class mail, postage prepaid; or
- By facsimile, or electronic mail (if in accordance with California Corporations Code Section 20), either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the
All such notices shall be given or sent to the director’s address, facsimile or electronic mail address as shown on the records of the corporation.
Notices sent by first-class mail shall be deposited in the U.S. mail at least seven (7) days before the time set for the meeting. Notices given by personal delivery, facsimile, or electronic mail shall be delivered, or sent at least forty-eight (48) hours before the time set for the meeting. The notice shall state the date, time and location of the meeting, and the general nature of the business to be discussed.
- Quorum/Act of the A majority of the authorized and elected number of directors present at the meeting shall constitute a quorum for the transaction of business, except to adjourn. Except as specifically provided in these bylaws or in the California Nonprofit
Public Benefit Corporation Law, every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
- Waiver of Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
- A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
- Notice of Adjourned Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty- four hours. If the original meeting is adjourned for more than twenty-four hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.
Section 7. Action without a Meeting. Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to electronic voting; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party, and who is an “interested director” as defined in Section 5233 of the California Corporations Code, shall not be required for approval of that transaction. 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. Voting results on issues may be returned by any delivery method, including but not limited to email.
Section 8. Compensation and Reimbursement. Directors shall not receive compensation for their services on the Board. Directors may receive such reimbursement of expenses as the Board may determine by resolution to be fair and reasonable at the time that the resolution is adopted.
ARTICLE VI. OFFICERS
Section 1. Officers of the Corporation. The elected officers of NAMI Sacramento shall be a President, Secretary, and Treasurer, and may include, in the Board’s discretion, a Vice- President.
In the discretion of the Board, the offices of Secretary and Treasurer may be combined and held by the same individual. The Executive Director, if any, shall be an officer of NAMI Sacramento, though not an “elected officer”. All officers, except for the Executive Director, if any, must be directors.
Section 2. Election of Officers. The elected officers of NAMI Sacramento shall be elected by the Board at its annual meeting.
Section 3. Terms of Office and Term Limits. Officers shall serve at the pleasure of the Board for one (1) year terms. There is no limit on the number of terms an officer may serve if he or she continues to be elected by the Board.
Section 4. Removal of Officers. Any elected officer may be removed at any time, with or without cause, by a 2/3 vote of the Board who are present at any properly called meeting where a quorum is present.
Section 5. Resignation of Officers. An officer may resign at any time by giving written notice to the President or Secretary of NAMI. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.
Section 6. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by a majority vote of the directors present at any properly called meeting of the Board where a quorum is present.
Section 7. Responsibilities of Officers.
- The President of the Board shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no Executive Director, the President of the Board shall also be the Chief Executive Officer and shall have the powers and duties of a typical Executive Director of a public benefit corporation and as described below in these By-laws.
- Vice-President. If the President is absent or disabled, the Vice-President, if any, shall perform all duties of the When so acting, the Vice-President shall have all powers of and be subject to all restrictions on the President. The Vice- President shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
- Book of The Secretary shall keep or cause to be kept, at NAMI Sacramento’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, and committees of the Board. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual or special, and, if special, how authorized, the notice given, and the names of those present at the Board and committee meetings. The Secretary shall keep or cause to be kept, at the principal office in California, a copy of the Articles of Incorporation and the Bylaws, as amended to date.
- Notices, Seal, and Other The Secretary shall give, or cause to be given, notice of all meetings of the Board and of its committees required by these Bylaws. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
- If the President and the Vice-President are either absent or disabled, or if there is no Vice-President and the President is absent or disabled, the Secretary shall perform all the duties of the President. When so acting, the Secretary shall have all powers of and be subject to all restrictions on the
- Books of The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of NAMI Sacramento’s properties and transactions. The Treasurer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any director at all reasonable times.
- Deposit and Disbursement of Money and The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate, shall disperse the corporation’s funds as the Board may order, shall render to the President, the Executive Director, and the Board, when requested, an account of all transactions as Treasurer and of the financial condition of NAMI Sacramento, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. In general, the President or the Treasurer may sign checks or authorize other expenditures on behalf of the corporation. Provided however, that in the Board’s discretion, it may set (and change from time to time) a dollar limit for expenditures over which the signatures of two officers are required for approval of the expenditure.
- Executive The Executive Director, if any, may be either an independent contractor or an at-will employee, as appropriate under law. The Executive Director
shall be the chief executive officer and general manager of NAMI and shall supervise, direct, and control the corporation’s day-to-day activities, affairs, and administration. The Executive Director shall be a non-voting ex officio member of the Board and all committees. The Executive Director shall have such other powers and duties as the Board or the Bylaws may prescribe. As an alternative to employing or retaining an Executive Director, NAMI may contract with another entity to provide administrative services.
ARTICLE VII. COMMITTEES
Section 1. Committees of the Board. The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees of the Board, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by a majority vote of the directors then in office. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
- Fill vacancies on the Board or on any committee that has the authority of the Board;
- Fix compensation of the directors for serving on the Board or on any committee;
- Amend or repeal Bylaws or adopt new Bylaws;
- Amend or repeal any resolution of the Board that by its express terms is not so amendable or repeal-able;
- Create any other committees of the Board or appoint the members of committees of the Board; or
- Approve any contract or transaction to which NAMI Sacramento is a party and in which one or more of its directors has a material financial interest, except as special approval is provided for in Section 5233(d)(3) of the California Corporations
Section 2. Notice Requirements for Committees of the Board. Written notice, via express mail, fax, or email, shall be provided to all committee members at least 48 hours in advance of any meeting of a committee of the Board. Provided, however, that this notice may be waived in writing, or by the committee member’s actual attendance at the meeting.
Section 3. Quorum for Committees of the Board. A majority of the voting members of any committee of the Board 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 the act or recommendation of the committee.
Section 4. Advisory Committees. The Board may also establish advisory committees composed of one or more directors and any number of other interested persons who are not directors.
Advisory committees shall provide advice and recommendations to the Board but shall not have the authority of the Board or any final decision making authority.
Section 5. Meetings by Telephone. Any meeting of a committee may be held by conference telephone or similar communication equipment in the same manner provided for in Article V.
ARTICLE VIII. INDEMNIFICATION
Section 1. Right of Indemnity. To the fullest extent permitted by law, this corporation may indemnify its directors, officers, employees, and other persons described in Section
5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
Section 2. Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification.
Section 3. Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification pursuant to these Bylaws in defending any proceeding covered by such indemnification shall be advanced by the corporation before final disposition of the proceeding, on receipt by NAMI Sacramento of an undertaking by or on behalf of that person, that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
ARTICLE IX. RECORDS AND REPORTS
Section 1. Maintenance of Corporate Records. NAMI Sacramento shall keep:
- Adequate corporate books and records of account;
- Written minutes of the proceeding of its Board and committees of the Board; and
- A record of each member’s and each director’s name, address, telephone number, facsimile number, and electronic mail address, if
Section 2. Maintenance and Inspection of Articles and Bylaws. NAMI Sacramento shall keep at its principal office the original or a copy of the Articles of Incorporation and Bylaws, as amended to date.
Section 3. Inspection by Directors and Members. Every director shall have the absolute right at any reasonable time to inspect NAMI Sacramento’s books, records, and documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents. Members shall have the right to inspect the corporation’s books, records, and documents to the extent permitted by the California Nonprofit Public Benefit Law.
Section 4. Annual Report. The Board shall cause an annual report to be sent to directors within 120 days after the end of NAMI Sacramento’s fiscal year. That report should contain the following information, in appropriate detail, for the fiscal year:
- The assets and liabilities, including the trust funds, as of the end of the fiscal
- The principal changes in assets and liabilities, including trust
- The revenue or receipts, both unrestricted and restricted to particular
- The expenses or disbursements for both general and restricted
- Any information required by Section 5 of this
The annual report shall be accompanied by any report on it of independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statement were prepared without audit from NAMI Sacramento’s books and records.
This requirement of an annual report shall not apply if NAMI Sacramento receives less than
$25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors who request it in writing.
Section 5. Annual Statement of Certain Transactions and Indemnifications. If any of the following types of transactions or indemnifications occurred during the previous fiscal year, then as part of the annual report to all directors, or as a separate document if no annual report is issued, NAMI Sacramento shall prepare and mail or deliver to each director a statement of any such transaction or indemnification within 120 days after the end of the corporation’s fiscal year:
- Any transaction:
- In which NAMI Sacramento, its parent or its subsidiary was a party,
- In which an “interested person” had a direct or indirect material-financial interest,
- Which involved more than $50,000, or was one of a number of transactions with the same “interested person” involving, in the aggregate, more than $50,000.
The statement shall include a brief description of the transaction, the names of “interested persons” involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the “interested person” is a partner, only the interest of the partnership need be stated.
- Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of NAMI
ARTICLE X. MISCELLANEOUS
Section 1. Fiscal Year. Unless changed by the Board, the fiscal year of the corporation shall begin on the first day of January and end on the last day of December of each year.
Section 2. Conflicts of Interest. Board members and committee members must actively seek to avoid situations and activities that create an actual or potential conflict between the individual’s personal interests and the interests of NAMI Sacramento. If a Board member or committee member believes that a conflict exists relative to a particular issue being considered by the Board or any committee, he or she shall disclose the conflict to the Board or committee, as appropriate, and abstain from discussion or voting on the issue.
For purposes of this section and these bylaws, a “conflict of interest” means a situation in which a board or committee member is part of a discussion or decision by the board or a committee which has the potential to financially benefit that board or committee member or a member of that board or committee member’s immediate family. “Immediate family” means, spouse or same-sex/domestic partner, children, parents, siblings, parents-in-law, or siblings-in-law.
Both the fact and the appearance of a conflict of interest should be avoided. Board members or committee members who are unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should discuss it with the President, who will determine whether disclosure to the Board or the assistance of legal counsel is required.
Section 3. Intellectual Property. All intellectual property prepared or purchased by or on
behalf of the corporation, including but not limited to newsletters, educational, promotional, and training materials, contracts, trade names, logos, service marks, contributor lists, and research results, shall be the exclusive property of the corporation and Board members agree to deal with it as such. Board members agree that they will not sell, transfer, publish, modify, distribute, or use for their own purposes, the intellectual property belonging to the corporation without the prior approval of the Board memorialized in a writing signed by the President.
Section 4. Insurance. The Board shall authorize the purchase and maintenance of an insurance policy or policies on behalf of its Board members and employees against any liabilities, other than for violating provisions against self-dealing, incurred by the Board member or employee in such capacity or arising out of their status as such.
Section 5. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular includes the plural, the plural includes the singular, the masculine includes the feminine and neuter, and the term “person” includes both an individual and an entity.
Section 6. Roberts Rules of Order. The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the meetings of NAMI Sacramento in all cases to which they are applicable and in which they are not in conflict with the Articles of Incorporation, the Bylaws, or the California Nonprofit Public Benefit Corporation Law.
ARTICLE XI. AMENDMENTS
Section 1. Amendments. These bylaws may be amended, or repealed and new bylaws adopted, by a majority vote of the Board at any properly called meeting where a quorum is present, so long as the amendments, or the proposed repeal and new bylaws, are provided to each director at least ten (10) days prior to the meeting at which such amendments, repeal, or new bylaws will be discussed and voted on.
The following types of bylaw amendments must also be approved by the voting members:
- Any amendment that would materially and adversely affect the rights of members as to voting or transfer or transfer of memberships;
- Any amendment that would change a fixed number of directors or the maximum or minimum number of directors on a variable board, or which changes the board from a fixed number to a variable board or vice versa;
- Any amendment that extends the term of a director beyond that for which the director was elected or which increases the term length or maximum number of terms for directors;
- Any amendment which increases the quorum requirement for membership meetings;
- Any amendment that creates, repeals, restricts, or expands proxy rights;
- Any amendment that authorizes, amends or repeals cumulative voting rights; and
- Any other amendment for which the approval of the membership is required by
ARTICLE XII. DISSOLUTION
Section 1. Voluntary Dissolution by Vote. NAMI Sacramento may be dissolved at any time by a two-thirds (2/3) vote of all the directors on the Board and a majority vote of the regular members. If the Board and membership vote in favor of dissolution, the directors shall promptly cease operations and proceed to dissolve the corporation.
Section 2. Remaining Assets.
In the event NAMI Sacramento should be dissolved, any assets remaining following the payment of debt and the satisfaction of liabilities shall be made to NAMI California for tax exempt purposes in the furtherance of its education, research and advocacy objectives.
Statement of Independence
NAMI Sacramento is independent of other agencies and advocacy groups not affiliated with NAMI and understands that it cannot share bylaws, articles of incorporation, or board of directors with such other groups.