Bylaws

NAMI Metro – Oakland, Wayne and Macomb counties of Michigan is a grass roots organization of families and individuals whose lives have been affected by serious mental illness.  We advocate for lives of quality and respect, without discrimination and stigma, for all our constituents.  We provide leadership in advocacy, education and support throughout the Tri Counties of Oakland, Wayne and Macomb.

A. Membership is composed primarily of people with mental illness, their families, friends, mental health providers, and/or all professionals, and people in the community.

B. Membership may be obtained upon application and payment of dues, or waiver thereof upon written request to the Board of Directors.

C.  Membership may be on an individual, family, consumer, professional or organizational basis.  A membership represents one vote at membership meetings.  An organization shall designate an individual to cast their vote.  A family membership may include two adults who live in the same household and shall entitle them to split their vote at a membership meeting.  Members in good standing shall be defined as one in which the members dues have been paid and are up to date, or have been waived by the Board.  Members in good standing are eligible to hold office and vote in person on all motions considered at general membership meetings.

D. Any action of the Board shall be subject to review by the membership on request of at least ten members in good standing at a regular meeting or at a special meeting called for this purpose at the discretion of the President.  An action of the board may be altered or rescinded by a simple majority vote, providing that there are at least 50% of the members present.

E.  The organization shall be independent of other agencies and advocacy groups not affiliated with NAMI, and shall not share bylaws, articles of incorporation, or boards of directors with such other groups.

A.  Members pay dues yearly as established by the Board of Directors.

B. The Board of Directors may waive dues for individual members at their discretion.

A. Regular meetings of the membership shall be held once a month, unless the Board shall determine otherwise.  The day of the week will be consistent and to be determined by the Board.

B. The biennial membership meeting in late spring/early summer shall be designated as the meeting for the election of Officers.

C. Special meetings of the members may be called by the President, or by any five directors on written request to the recording secretary.

The fiscal year begins January 1 and ends December 31.

A. The Board of Directors will consist of up to fifteen (15) members including the five elected

Officers: president, first vice-president, second vice-president, treasurer and recording secretary.  The five officers make up the executive board.

B.  The officers may elect by majority vote as many as ten (10) additional directors as trustees from among the affiliate members to serve concurrent terms.

C.  Fifty percent (50%) of the board members will constitute a quorum at board meetings and action can be taken by Fifty-One (51%) of those in attendance.

A. The officers’ regular term of office is two years, continuing until the election of their successors and officers are limited in serving two consecutive terms.

B. The immediate past president serves as an ex-officio member of the Board of Directors and has a vote on all matters of the Board.

C. The Board of Directors may replace any director or officer who has failed to attend three consecutive board meetings. After giving reasonable notice to the director or officer involved, board may declare the office vacant.

D. The board will elect replacements to fill vacant elective positions for the duration of the term for which the former officer was elected, except for the office of president.

A. The President presides at all meetings of the Members, Board of Directors and Executive Committee. The President appoints chairpersons for all committees except the Nominating Committee, with the approval of the board, and supervises their work.  The President acts as the affiliate’s executive officer and, in general, performs the duties usually associated with the office of president. The President shall serve as an ex-officio member of all committees.

B. The first vice president succeeds the president in case of a vacancy in that office, and performs the duties of the president in his absence or disability. The first vice president undertakes other responsibilities assigned by the president.

C. The second vice president succeeds the first vice president in case of a vacancy in that office and performs the duties of the first vice president in his absence or due to disability. The second vice president undertakes other responsibilities assigned by the president.

D. The recording secretary handles correspondence for the affiliate and records minutes of all meetings of the Membership, Board of Directors and the Executive Board.

E. The treasurer receives and disburses all the affiliate’s funds and maintains a complete and accurate account of all funds received and disbursed. The treasurer shall render a financial statement at each board of directors meeting.  The treasurer provides members an annual financial report listing all receipts and disbursements by budget category after the close of the fiscal year.

A. Officers are nominated by a three-member Nominating Committee appointed by the President, with board approval, and includes at least one member who is a past president of the affiliate.

B. After securing the consent of the nominees to serve if elected, the Nominating Committee prepares a slate of candidates for election as officers.

C. Officer Nominations are permitted from the floor the night the slate is presented to the membership, provided the candidate is a member in good standing and has agreed to serve if elected.

D.  The election will be conducted by the Recording Secretary.

E.  Members in good standing representing 15% of the membership shall constitute a quorum at any meeting of the members.

A. The Executive Board creates suitable standing committees as needed.

B. The Board of Directors may create special committees as needed.

C.  Committee members are appointed to committees by the Committee chairperson.

A. This organization acknowledges that NAMI controls the use of the name, acronym and logo of NAMI and AMI and that their uses by this corporation shall be in accordance with NAMI policy.

B. Upon termination of affiliation with or charter by NAMI, the uses of these names, acronyms and logo by this affiliate member shall cease.

This organization shall not discriminate against any person or group of persons on the basis of race, disability, creed, sex, religion, or age or on any other basis prohibited by law, in the requirements for membership, its policies, or actions.  Wherever not otherwise provided in the bylaws, the affiliate will be governed by the procedures established in the General Not-For-Profit Corporation Law of the State of Michigan.

A current edition of Robert’s Rules of Order shall govern the conduct of business in all cases in which they are applicable and not in conflict with the bylaws.

An Executive Director may be employed by the Board of Directors and shall have general direction of and supervision over the day-to-day affairs of the organization. The Executive Director shall exercise such authority and perform such duties as the Board of Directors may from time to time assign to the Executive Director.

Any proposed amendment to the affiliate bylaws is to be presented in writing to the entire general membership at least three weeks before the meeting at which it is to be voted on.

Ratification of the amendment requires a favorable vote by at least two-thirds of the members in good standing present at the meeting.

Each person who is or was a trustee, director, member or officer of the corporation or member of a committee of the corporation and each person who serves or has served at the request of the corporation, as a trustee, director, officer, partner employee or agent of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation to the fullest extent permitted by the corporation laws of the State of Michigan as they may be in effect from time to time; provided, however, that the preceding shall not require the corporation to indemnify any person for any liability, tax or expense to the extent it results in the imposition of tax under Section 4958 of the Code.  The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify such person against such liability under the preceding sentence.  The corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification to employees or agents of the corporation and others to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time.