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Bylaws

National Alliance on Mental Illness (NAMI)
NAMI Metro –
Oakland, Wayne and Macomb Counties
BYLAWS

The name of this membership organization shall be NAMI Metro

I. Mission

NAMI Metro – Oakland, Wayne and Macomb counties of Michigan exists to provide excellence in support, education and advocacy as a grassroots volunteer organization dedicated to maximizing the quality of life for all who are impacted by an illness of the brain and eliminating the associated stigma.

II. Membership

A. Membership is composed primarily of people with an illness of the brain, 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. A member in good standing for purposes of voting at Annual, Regular or Special meetings are defined as those who have been dues paying members or who have had their dues waived by the Board ninety (90) days prior to any membership voting event.

C.  Membership may be regular or open door. A membership represents one vote at membership meetings.  A regular 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 percent of the 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  An action of the board may be altered or rescinded by a simple majority vote, providing that there are at least 50% of the members present.

III. Dues

A. Members pay standard membership dues annually as established by the Board of Directors.

B. The Board of Directors may waive dues for individual members at their discretion or based on financial hardship.

IV. Membership Meetings

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. Members will be notified of regular meetings thirty (30) days prior.

B. The annual membership meeting will be held in late spring/early summer and it shall be designated as the meeting for the election of Officers. Notice of such meeting must be made thirty (30) days prior to this meeting.

C. Special meetings of the members may be called by the President, by 50% of the membership who are in good standing, or by any five directors on written request to the recording secretary. Members will be notified of any special meeting thirty (30) days prior.

V. Fiscal Year

The fiscal year begins January 1 and ends December 31.

VI. Board of Directors

A. The Board of Directors will consist of up to fifteen (15) members including the past President as ex-officio member, five elected Officers: President, first Vice-President, second Vice-President, Treasurer and Recording Secretary.  The five officers make up the Executive Committee of the Board.

B.  The Board of Directors shall be comprised of members in good standing of NAMI Metro. The Board shall establish the policies of NAMI Metro and shall have the power of the organization between meetings of the organization’s membership unless otherwise specified in the Articles of Incorporation or these bylaws.

C. The officers may elect by majority vote as many as nine (9) additional directors as trustees. Directors must be members in good standing and will be elected to serve concurrent terms.

D.  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 at a meeting where there is a quorum.

VII. Terms of Office

A. The officers’ regular term of office is three (3) years, continuing until the election of their successors and officers should be limited to serving two (2) 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. The immediate past President will be counted as one of the fifteen board members.

C. The Board of Directors may replace any Director or Officer who has failed to attend three (3) consecutive board meetings. After giving reasonable notice to the Director or Officer involved, the board may declare the office vacant. Board members who are unwilling or unable to fulfill the duties required of them will be subject to dismissal by two-thirds (2/3) vote of the Board members present at a Board meeting.

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.

VIII. Duties of Officers

A. The President shall preside at meetings and serve as ex-officio member of all committees except the nominating committee. The President shall appoint all chairpersons for all committees 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 shall exercise such authority and perform the duties usually associated with the Office of President.

B. The first vice president shall perform such duties and exercise such authority as may be assigned by the President. Should the President of the Board resign, be removed from office, become incapacitated or be unable to fulfill his/her duties that authority will fall to the First Vice-President who shall become the Acting President. Upon assuming the role, the Acting President shall call a Special Meeting of the Executive Committee. The Executive Committee will determine if the Acting President should remain in the role as Acting President, in a situation where the Board President’s incapacity is temporary, or if the position of the Board President should be filled for the remainder of the term.

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/her absence or due to disability. The Second Vice President undertakes other responsibilities assigned by the President.

D. The Recording Secretary shall identify those present, record all votes taken and author a brief summary of issues discussed at Executive Committee and Board meetings. The Secretary will submit meeting minutes within fourteen (14) days of each meeting for distribution, Board approval and to be filed as a permanent record.

E. The Treasurer shall monitor all revenues and expenses of the corporation, approve all payables and shall ensure maintenance of a complete and accurate account of all funds received and disbursed. The Treasurer will produce a monthly financial statement at each Board of Directors meeting unless otherwise deteremined by the Board. The Treasurer shall present the books for audit and at such times as required by the State of Michigan.

IX. Elections

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 NAMI Metro. Nominations shall be submitted by members in writing to the Board Nominating Committee not less than sixty (60) days prior to the Annual Membership Meeting. The recommendations of the Board Nominating Committee shall be submitted to the general membership at least thirty (30) days prior to the Annual Membership Meeting. Election of the Officers shall be conducted in conjunction with the Annual Membership Meeting.

B. After securing the consent of the nominees to serve if elected, the Nominating Committee prepares a slate of candidates for election. Voting may be done in person at the Annual Membership Meeting or by absentee vote through a method determined by the Board of Directors.

C. Fifteen (15%) percent of the membership in good standing shall constitute a quorum for any election.

X. Standing Committees

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.

XI. NAMI Name and Logo

A. NAMI Metro acknowledges that NAMI controls the use of the name, acronym and logo of NAMI and that use shall be in accordance with NAMI policy and that upon termination of affiliation with NAMI, the use of this name, acronym and logo by NAMI Metro Oakland, Wayne, Macomb shall cease.

B. Within thirty (30) days of termination, NAMI Metro Oakland, Wayne, Macomb will change its name to reflect that it is no longer connected to NAMI.

XII. Non-Discrimination

This organization shall not discriminate against any person or group of persons on the basis of race, disability, creed, sex, religion, 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, NAMI Metro will be governed by the procedures established in the General Not-For-Profit Corporation Law of the State of Michigan.

XIII. Executive Director

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.

XIV. Amendments

Revisions or amendments to the Bylaws may be proposed by any member or any Director. Any such proposed revision or amendment shall be submitted in writing to the Board of Directors not less than ninety (90) days prior to the date of the next Annual Membership Meeting. Each member shall receive in writing all proposed revisions or amendments to the Bylaws not less than thirty (30) days prior to the next Annual Membership Meeting of the members. Proposed revisions or amendments shall be voted on at the Annual Membership Meeting. Ratification of the amendment requires a favorable vote by at least two-thirds (2/3) of the members in good standing present at the meeting any proposed amendment to the NAMI Metro 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.

XV. Indemnification

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.

XVI. Dissolution

In the event NAMI Metro Oakland, Wayne, Macomb should be dissolved, distribution of its assets shall be made to NAMI Michigan, for furtherance of its education, support and advocacy objectives.

XVII. Independence

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.

XVIII. Conflict of Interest

NAMI Metro Oakland, Wayne, Macomb shall maintain and comply with a conflict of interest policy. All Board members are required to sign the NAMI Metro Conflict of Interest disclosure form annually. Failure of the new or current Board members to sign this form within thirty (30) days of receipt will result in automatic dismissal from the Board.