BYLAWS
Of
NAMI of
Adopted
ARTICLE I - NAME
CLASSIFICATION
Section 1. NAME
The name of this organization shall
be NAMI of Kalamazoo; aka (Kalamazoo Area AMI-Share)
(
Section 2. CLASSIFICATION
This organization is a nonprofit, nonstock, membership basis corporation organized and
operating under the provisions of Michigan Public Act 1962 of 1982, as amended.
ARTICLE II - PURPOSE
The purpose
of NAMI of Kalamazoo shall be to promote the understanding of mental illness
through education and community involvement; to provide information and
encouragement to those persons concerned with mental illness; to promote
community awareness and appropriate actions regarding the special needs of
mentally ill persons; to promote suitable living situations and rehabilitation
services for the mentally ill; to promote the concept that mental illness
should be accepted as any other serious physical illness; to help remove the
stigma of mental illness; to foster and engage in any other actions or
endeavors designed to improve the condition or circumstance of the mentally ill
and their relatives.
ARTICLE III – GUIDELINES
Notwithstanding
any other provision of these Bylaws, all assets of the corporation shall be
held for the aforementioned purposes and no part of said assets or net earnings
of the corporation shall inure to the benefit of or be distributable to its
members, trustees, officers or other private persons except that the
corporation shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance of
the purposes set forth in Article II. No substantial part of the activities of
the corporation shall be the carrying on of propaganda, or otherwise attempting
to influence legislation, and the corporation shall not participate in or
intervene in (including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these Articles, the corporation shall
not carry on any other activities not permitted to be carried on by (a) a
corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal
Revenue Code of 1954 (or corresponding provision of any future United States
Internal Revenue law), or (b) by a corporation, contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue law).
ARTICLE IV – OFFICE
LOCATION
The organization shall have and
continuously maintain an office within the
ARTICLE V – MEMBERS
Section 1. DEFINITION
OF MEMBERSHIP
Any
individual or organization who pays the annual dues established by the Board of
Directors shall be an active member of NAMI of Kalamazoo.
Section 2. VOTING
PRIVILEGES
Each member
has the right to one vote on the election of Directors, and on any issue or
resolutions that may be submitted to the general membership by the Board of
Directors. Votes may be cast in person or by mail.
Section 3. TERMINATION
OF MEMBERSHIP
Any
membership may be terminated at any time by the member or by any two-thirds
vote of the Board of Directors.
ARTICLE VI – MEETINGS OF
MEMBERS
Section 1. ANNUAL
MEETING
The annual
meeting of the corporation shall take place in January of each year. The Board
of Directors shall determine the time and place of the annual meeting.
Section 2. SPECIAL
MEETINGS
Special
meetings of the members of the organization may be called by the President or
by a majority of the Board of Directors.
Section 3. NOTICE
OF MEETINGS
Notice of
the time and place of the annual meeting or of any special meeting shall be
mailed to each member entitled to vote at least 7 days but no more than 30 days
preceding the date of such meeting. Such notice shall be mailed to the member
address currently on file with the Society.
Section 4. QUORUM
At all
meetings of the general membership of NAMI of Kalamazoo, the members present
shall constitute a quorum.
Section 5. ORDER
OF BUSINESS
The order
of business at the annual meeting of the general membership of the Society
shall be as follows:
a.
The
reading of notice and proof of mailing.
b.
Reading
of minutes of last preceding meeting.
c.
Reports
of Officers.
d.
Reports
of Committees.
e.
President’s
address.
f.
Election
of Directors.
g.
Transaction
of old business.
h.
Transaction
of new and miscellaneous business.
i.
Adjournment.
In the absence of any objection, the presiding officer may
vary the order of business at his or her discretion.
Section 6. PARLIAMENTARY
PROCEDURE
At any
annual or special meeting of the organization, at any Board of Directors’
meeting, or at any committee meeting, Roberts’ Rules of Order shall govern the
meeting where not inconsistent with these Bylaws.
ARTICLE VII – BOARD OF
DIRECTORS
Section 1. AUTHORITY
The
business, affairs and property of NAMI of Kalamazoo shall be managed by a Board
of Directors composed of all of the officers (4) and (at least three
directors (3) to a maximum of (6) at large directors)
who shall be voting members in good standing of the organization.
Section 2. TERM
OF OFFICE
Board
members shall be elected annually at the January membership meeting by a simple
majority of the registered members present. Any vacancy on the Board of
Directors shall be filled by a majority vote of remaining members of the Board
until such time as a successor may be elected.
Section 3. MANNER
OF ELECTION
At a regular meeting of the Board
preceding the annual meeting by at least thirty (30) days, a committee shall be
established to nominate the new Board members. Nothing herein contained shall
be construed to prevent nominations from the floor.
ARTICLE VIII – MEETINGS OF THE BOARD
OF DIRECTORS
Section 1. MEETINGS
The Board
of Directors shall meet on a regular basis as established by the Board. The
President or a simple majority of the Board may call a special meeting at any
time. Advance notice of at least forty-eight (48) hours shall be given to all
Board members.
Section 2. QUORUM
A quorum at
any meeting of the Board of Directors shall consist of a majority of the
Directors presently in office.
Section 3. COMMITTEES
The Board
of Directors shall have the authority to appoint committees, as they deem
necessary from time to time to carry out the business of the organization.
Members on the committees may be selected from the regular membership or from
other community sources to accomplish the task of the committee.
ARTICLE IX – OFFICERS
Section 1. OFFICERS
The officers of this corporation
shall consist of a President, Vice President, Secretary and Treasurer.
Section 2. TERMS OF OFFICE
All
officers shall be elected for a one-year term.
Section 3. ELECTION OF OFFICERS
Officers shall be elected by the
membership at the annual meeting, immediately following the election of the
Board of Directors. In the event any office shall become vacant during the
term, that office shall be filled by a majority vote of the Board.
Section 4. PRESIDENT
The President shall be the chief
executive officer of the
Section 5. VICE
PRESIDENT
The Vice
President shall conduct board meetings in the absence of the President, but
shall not assume the other duties of the President.
Section 6. SECRETARY
The
Secretary shall keep minutes of the Board meetings, keep attendance records and
perform such duties as are incident to this office or as may be required by
Board of Directors.
Section 7. TREASURER
The
Treasurer shall have charge of all funds belonging to or under the control of
the alliance and shall expend or authorize the expenditure of the same in
accordance with the direction of the Board. The Treasurer shall be responsible
for overseeing the maintenance of all financial records of the alliance.
Section 8. REMOVAL
An officer
may be removed from office by a simple majority of the Board of Directors
whenever in its judgment the best interests of the alliance would be served
thereby. A Board member may be recalled by a majority of the members. An
officer who has been removed from office is not eligible for reappointment to
that or any other office during the remainder of the term for which the officer
was removed.
ARTICLE X – FINANCIAL
MATTERS
Section 1. FISCAL
YEAR
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. CONTRIBUTIONS
All dues
shall be used to advance the general objects of the corporation and all
contributions shall be likewise used, unless otherwise directed by the donors.
Section 3. ACCOUNTING
The Treasurer shall keep an accounting of the receipts and
the disbursements and shall make an annual report to the membership and reports
at all board meetings. All funds of the alliance shall be deposited at least
monthly in a bank that is approved by the Board of Directors.
ARTICLE XI – AMENDMENTS
Any proposed amendments to these
bylaws shall first have been submitted to the Board of Directors by any member
and approved by a two-thirds vote of the Directors. (Proposed changes shall
be printed and circulated to all members one month in advance of the next
regular meeting. A simple majority vote at either of the next two regular
meetings held after the review period is sufficient to adopt the proposed
change.) Amendments approved by a majority of votes cast shall be adopted
by the organization.
ARTICLE XII –
NONDISCRIMINATION
The
Directors, officers, members, committee members, employees and persons served
by this corporation shall be dealt with entirely on a nondiscriminatory basis
without regard to religion, race, color, national origin, age, sex or marital
status. No discrimination shall be practiced by this
ARTICLE XIII –
INDEMNIFICATION
Section 1. INDEMNIFICATION
The
Alliance may, pursuant to action by its Board of Directors, indemnify to the
fullest extent authorized or permitted by the laws of the State of Michigan any
person or persons, and their heirs and legal representatives, who are made or
threatened to be made a party to an action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
persons are or were directors, officers, employees or agents of the corporation
or serve or served any other enterprise at the request of the corporation.
Section 2. FINANCIAL
CONDITION
In
discharging his or her duties, a Director or an Officer, when acting in good
faith, may rely upon the opinion of counsel for the Alliance, the report of an
independent appraiser selected with reasonable care by the Board or financial
statements of the organization represented to him or her to be correct by the
President or the Treasurer or stated in a written report by an independent
public or certified public accountant or firm of such accountants to reflect
fairly the financial condition of the alliance.
ARTICLE XIV – DISSOLUTION
In the event of dissolution of the NAMI
of Kalamazoo, aka-Kalamazoo Area AMI-Share (Alliance
for the Mentally Ill), any assets remaining after all accounts have been
settled shall be donated to the State NAMI Michigan offices, provided that at
the time of distribution the State NAMI Michigan holds an unrevoked
determination letter that it is an organization described in Section 501©(3) of
the Internal Revenue Code, as heretofore or hereafter amended or the equivalent
provisions of any future Internal Revenue Code. In the event that the State NAMI
Michigan is not in existence or does not hold such valid unrevoked
letter, the remaining assets shall be donated to an organization selected by
the Directors, which holds such a determination letter. Such dissolution shall
be decided upon by a three-fourths vote of the Directors present at a meeting
called for such purpose.
ATTESTATION:
The
undersigned duly elected President and Secretary of Kalamazoo Area AMI-Share
(Alliance for the Mentally Ill) hereby attest that on the 13th day
of May, 1989, these bylaws were adopted in this form, without amendment, by a
majority of the membership at a meeting held on that date.
___________________________________
President
____________________________________
Secretary
Date of Attestation: ____1989_____________
SUBSEQUENT AMMENDMENT:
These
bylaws were first amended after adoption on ___January 2002_____.
Attest: ___Michael
D. Kenny__________
President
__Andrew
Sloan_______________
Secretary
Date of Attestation: ___February 2002______________
(Note: If
the bylaws are amended before adoption at the outset, the attestation clause
should be altered and the bylaws should be re-written in amended form. The
second attestation should not be used until and unless the bylaws are
subsequently amended.)