Bylaws of NAMI North Central Massachusetts
Article I - Name
The name of the organization shall be the National Alliance on Mental Illness (NAMI) North Central Massachusetts.
Article II - Mission
NAMI North Central Massachusetts is a nonprofit organization that provides support, education, and advocacy throughout the North Central Massachusetts area on behalf of individuals and families affected by mental illness.
Article III - Definition and rights/privileges of membership
A. Members accept the mission of NAMI and NAMI North Central Massachusetts and pay annual dues.
B. Members are individuals, no matter how many are living in one household. Individuals are counted as one for the purposes of paying dues and voting.
C. Members elect the Board and amend the Bylaws.
Article IV - NAMI Name
NAMI North Central Massachusetts 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 uses of these names, acronyms and logo by NAMI North Central Massachusetts shall cease.
Within 30 days of termination, NAMI North Central Massachusetts will change its name to reflect that it is no longer connected to NAMI.
Article V - Dues and Fiscal Year
A. Dues: Dues are established by NAMI National. Dues are associated with membership which is renewable annually on the anniversary of enrollment date.
B. Fiscal Year: The fiscal year shall begin on January 1 of each year and end December 31.
Article VI - Meetings
A. Annual: There shall be an annual meeting of the membership each year in the last quarter of the year. Members will be informed of the date and time of the meeting at least 21 days prior.
B. Regular: Members may convene for regular meetings throughout the year. Members will be informed of the date and time of regular meetings at least 21 days prior.
C. Special: The Board of Directors, or [50%] of members, may call a special meeting at the time, date and location of their choice. Notice of such a meeting must be given to the membership at least 7 days prior.
D. Quorum: Ten percent of the members shall constitute a quorum for any meeting at which a vote is to be taken (except amendments to the bylaws which require a two-thirds vote of members present or voting by proxy).
Article VII - Board of Directors
A. Qualifications: The Board of Directors shall be comprised of members in good standing of NAMI North Central Massachusetts. The Board of Directors shall establish the policies of NAMI North Central Massachusetts and shall have the power of the organization between meetings of the organization's membership unless otherwise specified in the Articles of Organization, Articles of Incorporation or these Bylaws.
B. Size: The Board of Directors shall be comprised of nine (9) members, four (4) of which shall be the officers. Additional positions can be added to the Board of Directors at the ratio of 1:5 as the membership grows. That is, 1 new Board member for every 5 new paying, voting members added to the affiliate rosters above the count of 45. Once voted in, Board Members can remain in place if the membership subsequently decreases as long as they are Board Members in good standing in accordance with Section F “Removal”.
C. Term of Office: The term of office of directors is three (3) years. Directors may not serve more than two consecutive full terms.
D. Nomination Process: Each year the President shall appoint a Board Nominating Committee comprised of three persons; one of whom must be a director who will lead the committee and at least one other who must be a non-director. Nominations for directors shall be submitted by members in writing to the Board Nominating Committee not less than 60 days prior to the Annual Meeting. The recommendations of the Board Nominating Committee shall be submitted to the general membership at least 30 days prior to the Annual Meeting. Election of Board members shall be conducted in conjunction with the Annual Meeting.
E. Vacancies: Vacancies that occur on the Board of Directors between annual meetings shall be temporarily filled by a vote of the Board of Directors; all of whom must be a member in good standing. Directors serving in temporary appointments will be put to vote at the next annual meeting.
F. Removal: Board members must attend or call in for every Board meeting or be excused. Any Board Member who shall have been absent from two (2) consecutive regular meetings of the Board of Directors without just cause as determined by the Board of Directors shall automatically vacate the seat on the Board and the vacancy shall be filled as provided by these Bylaws; however, the Board shall consider each absence of a Board Member as separate circumstance and may expressly waive such absence by a two-thirds (2/3) vote of the members present at that meeting. 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.
G. General Powers: Subject to the provisions of the Massachusetts Nonprofit Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
H. Conflict of Interest: All Board members are required to sign the NAMI North Central Massachusetts Conflict of Interest disclosure form annually. Failure of new or current Board members to sign this form within thirty (30) days of receipt will result in automatic dismissal from the Board.
I. Leave of Absence: Board members may ask for a leave of absence for a period of up to six months due to personal extenuating circumstances at which time they must return or forfeit their board membership.
Article VIII - Directors' Meetings
A. Annual: The annual meeting of the NAMI North Central Massachusetts Board of Directors shall be held in the last calendar quarter of each year. The election of officers will take place at this meeting.
B. Regular: In addition to their annual meeting, the Board of Directors shall hold no fewer than three regular meetings annually, the times and places to be designated by the President.
C. Special: Special meetings of the Board shall be called upon the request of the President or one-third of the Board. Notices of special meetings shall be distributed by the Secretary to each Board member at least 14 days in advance of that meeting, unless notice requirement is explicitly waived by at least 2/3 of the Board members. Under special circumstances, meetings may be held electronically with electronic voting, as long as a quorum of the board actively participates in the meeting.
D. Quorum: A majority of the Board of Directors then serving shall constitute a quorum at the annual meeting and at any regular or special meeting. Special voting by individual board members can take place by proxy (giving their individual voting right to another board member) so long as a quorum is in fact present without that member. Calling in via conference call or speaker-phone constitutes a presence in terms of defining a quorum.
E. Duties: The Board of Directors is responsible for overall policy and direction of NAMI North Central Massachusetts. The board receives no compensation other than for reasonable expenses incurred in service to the organization.
Article IX - Committees
A. Standing: The President can appoint and/or abolish any or all standing committees as well as appoint persons from the general membership and/or Board of Directors to fill positions within committees, with approval voted by the Board of Directors.
B. Bylaws Committee: There shall be a Bylaws Committee created in accordance with Article IX, Section A above for receipt and review of proposed amendments.
C. Nominating Committee: There shall be a Nominating Committee created in accordance with Article VII, Section D.
Article X - Officers
A. Officers: Officers shall be Board members elected in accordance with Article VIII, Section A.
- Shall preside at meetings and serve as ex-officio member of all committees except the nominating committee.
- Shall exercise such authority and perform such duties as the Board of Directors may assign.
- Shall be the Chief Executive Officer (CEO)
- Shall have general supervision of the affairs of the corporation under the direction of the Board of Directors.
- Shall have the authority to fill vacancies, with the majority approval of the Board, to the Board as they become open.
- Shall perform such duties and exercise such authority as may be assigned by the President.
- Shall become the Acting President should the President resign, be removed from office, become incapacitated or be unable to fulfill his/her duties. They will stay as Acting President until replaced or voted in permanently at the next election of officers.
- Shall manage and maintain the general membership roster and contact list.
- Shall identify those present, record all votes taken and author a brief summary of issues discussed at Board meetings.
- Shall submit meeting minutes within 14 days of each meeting for distribution, Board approval and filing as a permanent record.
- 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.
- Shall produce a monthly financial statement of income and expenses for the Board.
- Shall present the books for audit and at such times as required by the Commonwealth of Massachusetts.
- Shall coordinate with the accountant or other hired financial services for completing and filing all required documents.
Article XI - Indemnification
Each person who is or was a Director, Officer, Employee, or Agent, or is or was serving as a Director, Officer,
Employee, Trustee or Agent of another corporation, partnership, joint venture, trust or other enterprise dealing with NAMI of NCM, shall be indemnified by the NAMI of NCM in the manner and to the full extent that NAMI of NCM has power to indemnify such person under General Laws Chapter 180 and 156B as now in effect or hereafter amended. Provided, however, that the corporation shall not so indemnify such person, or purchase or maintain indemnity insurance for the benefit of such person, in the event such indemnification or expenditure would either (i) then constitute as act of “self-dealing”, or a “taxable expenditure”, as defined by Section 4941(d)(1) and 4945(d), respectively, of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law), which would give rise to any liability for the excise taxes imposed by Sections 4941(a) or 4945(2) of said Code as amended, or (ii) violate the provisions of said General Laws of Massachusetts then in effect.
In any suit or legal action, the Board of Directors shall have the authority to advance legal fees and other costs incurred by an indemnitee. If any such suit or action results in a determination of bad faith, indemnitee shall reimburse NAMI North Central Massachusetts for any advanced fees and costs.
Article XII - Revision of Amendments
Revision or amendments to the Bylaws may be proposed by any member or any director. Any such proposed revision or amendments shall be submitted in writing to the Bylaws Committee not less than sixty (60) days prior to the date of the next annual meeting. Each member shall receive in writing all proposed revisions or amendments to the bylaws not less than twenty (20) days prior to the next annual meeting of the members. Proposed revisions or amendments shall be presented by the Board of Directors to the membership at such next annual meeting. A two-thirds majority of the members voting (in person or by proxy), which includes the Board of Directors, shall be required to revise or amend the bylaws, provided a quorum of the Board of Directors is present.
Article XIII - Non-Discrimination
NAMI North Central Massachusetts 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.
Article XIV - Independence
NAMI North Central Massachusetts 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.
Article XV - Dissolution
In the event NAMI North Central Massachusetts should be dissolved, distribution of its assets shall be made to NAMI Massachusetts, for furtherance of its support, education, and advocacy objectives.
Date of Adoption and Bylaws Amendment
These bylaws were finalized by the Board of Directors on February 3, 2014, and recommended to and adopted by the membership at the Annual Meeting on October 23, 2014; and were subsequently amended, on recommendation of the Board of Directors, at the Annual Meeting on October 13, 2015.