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NAMI-NSV Bylaws

Bylaws of
NAMI NORTHERN SHENANDOAH VALLEY

 Mission

To provide support, education and advocacy for individuals, their families and others who are affected by mental illness.

Purpose

The purposes for which NAMI NSV is organized are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law.

NAMI NSV will engage in any and all activities alone or in cooperation with other individuals or organizations, which may be useful or desirable in furthering the attainment of the mission stated above. Those activities may include, but will not be limited to, the following: NAMI NSV will provide education, support and advocacy for individuals, their families and others who are affected by mental illness. Our vision is to eliminate the stigma surrounding mental illness in Winchester City, and the counties of Frederick, Warren, Page, Shenandoah and Clarke. The corporation is organized exclusively for charitable, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c) 3 of the Internal Revenue Code, or the corresponding section of any future federal tax code.


ARTICLE I
Organization

 

Section 1. Name

The name of the organization is NAMI Northern Shenandoah Valley, hereinafter referred to as NAMI NSV.

Section 2. Affiliation

NAMI NSV is associated with NAMI Virginia and NAMI, the National Alliance on Mental Illness.  NAMI NSV shall be granted affiliate status by NAMI upon endorsement by the Board of Directors of NAMI Virginia, and shall retain such affiliate status through continued compliance with the Standards of Excellence.  NAMI NSV must have a minimum number of members as set forth by NAMI.

Section 3. Use of the NAMI Affiliate Name and Logo

NAMI NSV 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 NSV shall cease.

Section 4. Seal

The corporation may have a seal.

Section 5. Non-for-Profit Corporation Law

Wherever not otherwise provided by the Bylaws, the internal affairs of NAMI NSV shall be governed by the procedures established in the Nonstock Act of the Code Virginia.

Section 6. Dispute Resolution

The Board of Directors shall be vested with authority to mediate disputes among and between Directors and members of the Affiliate, in accordance with guidelines set out by NAMI Virginia and NAMI.

Section 7. Organizational Independence

NAMI NSV is independent of other agencies and advocacy groups not affiliated with NAMI.  NAMI NSV will not share bylaws, articles of incorporation, or a board of directors with any other group.


Article II
Membership

Section 1. Definition

A member is any person who accepts the mission of NAMI, NAMI Virginia, and NAMI NSV and pays dues in the amount and manner established by NAMI.  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, as defined above and used henceforth, shall always mean a member in good standing as of the record date.  NAMI NSV members are also members of NAMI Virginia and NAMI.

Section 2. Dues

NAMI NSV will abide by the standardized dues structure as set forth by the national organization, NAMI.  This includes an “open door” membership option defined by income or economic necessity.  “Open door” members shall have all the same rights and privileges as members who pay full dues.

Section 3. Rights and Privileges

Any member in good standing as of the record date may participate in voting procedures to nominate and elect Board Members as well as amend and adopt the Bylaws.

Section 4. Good Standing

For purposes of determining a member’s right to vote, a member in “good standing” shall be defined as one in which the annual dues of the member have been received during the twelve (12) months preceding the record date for [NAMI Affiliate Name].

 

ARTICLE III
Finance

 Section 1. Dues

Individuals pay a single amount, determined by NAMI, for joining or renewing their membership. The date of that payment becomes the anniversary date for their membership. If a membership is not renewed by an anniversary date, the membership will lapse and voting rights and other privileges and benefits of membership will be suspended until the individual renews.

Section 2. Dues Sharing

Dues received are shared between NAMI, NAMI Virginia, and the affiliate to which the member belongs. The standard proportion of dues payment shared by NAMI Virginia and NAMI NSV will be determined by NAMI Virginia with input from NAMI NSV. The NAMI share is determined by the NAMI Board. The NAMI and NAMI Virginia shares of any dues collected by an affiliate must be paid to those entities monthly.


ARTICLE III
Membership Meetings and Elections

 

Section 1. Annual Meetings

The annual business meeting of the membership shall be held during May, June or July, unless otherwise directed by the Board of Directors. The purpose of this meeting may include the election of Board Members and the adoption of any amendments to or revisions of the Bylaws. Written notice, which shall not require the purpose of the particular meeting to be noted, shall be mailed or sent via electronic communication to each member not less than thirty (30) days prior to the meeting.  All membership business meetings shall be open meetings.

Section 2. Special Meetings

Special meetings may be called by the President, by a written request with the stated purpose signed by at least one-half of the Board of Directors, or by 50% of members.

No business shall be transacted at special meetings except as stated in the notice of the meeting. Written notices or special meetings shall be mailed or sent via electronic communication not less than thirty (30) days prior to the meeting.

Section 3. Record Date

The record date for determining members who are eligible to receive notice of the annual or special meeting of the membership, to vote, and to otherwise take action, shall be thirty (30) days prior to the annual or special meeting unless the Board of Directors adopts by resolution an alternate record date.

Section 4. Quorum

A quorum shall be established if either 20% of the membership is in attendance or 10% of the mail-in ballots are returned.

Section 5. Voting Process

Votes cast by NAMI NSV members in good standing as of the record date shall be by official secret ballot in person or by mailed ballot provided by NAMI NSV.  Each member shall cast one vote.

A majority of the votes cast by members shall, except where otherwise required by law, by the Articles of Incorporation, or by these Bylaws, decide any issue brought before any regular or special meeting or by mailed ballot.


ARTICLE IV
Board of Directors

 Section 1. Composition

The Board of Directors shall consist of between 5-13 members elected by the membership.

Section 2. Qualifications

The Board of Directors shall be NAMI NSV members in good standing and be willing to serve/fulfill their duties and elected term(s).

Section 3. Nominations

The first Directors shall consist of those persons named in the Articles of Incorporation. Nominations for all other Directors shall be made by the members according to procedures developed by the Board of Directors.

Section 4. Terms of Office

Each term lasts 3 years. Directors may serve no more than two (2) consecutive full terms and then must rotate off for a period of 1 year. The term of any Officer or Director shall be extended, if necessary, until his or her successor is duly elected. No immediate family members (immediate family members include any spouse, child, sibling, grandparent, or other such family member permanently residing with a current member of the Board of Directors) may serve as voting Directors on the Board of Directors at the same time. No employees or family members of employees of NAMI NSV shall serve on the Board of Directors as a voting member. Board members shall rotate in such a manner so that the term of only one third of the Board expires each year. Any member of the Board of Directors may resign at any time by delivering written notice to the President of NAMI NSV.

 

Section 5. Start of Term

New directors will assume office immediately after notification of the results of the election. At the first meeting of the Board of Directors after the election, the Board will elect the Officers from among the Directors. Officers serve a one (1) year term and are eligible for re-election.

Section 6. Vacancies

In the case of any vacancy of one or more of the regular members of the Board of Directors, the Board of Directors shall elect the person or persons who shall fill the vacancy or vacancies for the remaining unexpired term or terms.

 Section 7. Removal of a Director

Any Director who has 3 absences from scheduled Board of Directors meetings within a twelve (12) month period, and who has not notified nor been excused by the President for those meetings, shall be removed from office.

A Director may be removed with or without cause at a meeting of the membership. The meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the Director.  A Director may be removed by a majority vote of a quorum of the membership at a duly noticed meeting.

Section 8. Leave of Absence

A Director who is unable to attend Board meetings for a period of time due to illness may request a leave of absence from the Board. Such a request shall be made of the President who will bring it to the Board for approval.


ARTICLE V
Directors’ Meetings

Section 1. Regular Meetings

The Board of Directors shall meet at least 6 times per year at such time and place as the Board of Directors selects.  Written notice, which shall not require the purpose of the particular meeting to be noted, shall be mailed or sent via electronic communication to each member of the Board of Directors not less than two (2) weeks prior to the meeting.  Meetings of the Directors and/or Committees may be held by teleconferencing or other similar communications equipment, provided that all the members participating can hear and speak to each other simultaneously.

Section 2. Special Meetings

Special meetings may be called by the President or by written request of at least 3 Directors. Members of the Board of Directors shall be notified about the meeting and its purpose in writing not less than fourteen (14) days prior to the meeting. The time, place, and purpose of the meeting shall be stated in the notice.

Section 3. Meeting Agenda

A published agenda shall be the order of business for all Board of Directors meetings.

Section 4. Quorum

The meeting must be attended by at least fifty percent (50%) of the Directors who are eligible to vote in order to constitute a quorum for the purpose of conducting the business of the organization; and a majority of those present shall have power to act in all matters, except as specifically provided to the contrary elsewhere in these Bylaws.

Section 5. Governing Powers

The Board of Directors shall have the power and duty to establish policy, adopt budgets, and other powers and duties necessary or appropriate for the administrative affairs of NAMI NSV.  The Directors may perform all such acts as are not designated to be done by the entire membership, or prohibited by law, the Articles of Incorporation, or the Bylaws.

Section 6. Duties

In addition to the responsibilities vested in them by these Bylaws, the directors shall be vested with the responsibility to execute the mission of the organization.  It shall be the continuing responsibility of the Board of Directors to evaluate the overall function of the organization to ensure that the purposes are being adequately served.

All Board Members are expected to be supporters of the organization—to attend and participate in meetings, to contribute financially to the extent possible, and to make investments of their time and their talents.

The Board of Directors shall have the final authority to resolve the interpretation of any conflicts or ambiguities in the Bylaws.

Section 7. Voting

All matters voted by a simple majority of the Board during a regular or special meeting in which a quorum is present are considered to be final. All votes shall be recorded in the minutes.


ARTICLE VI
Officers

Section 1. Designation

The Officers of NAMI NSV shall be President, Vice President, Secretary and Treasurer. Officers may hold only one office at a time. Members of the Board of Directors shall elect the officers annually from among then Directors, and they shall take office at the conclusion of the meeting in which they are elected.  The term of any Officer may be extended if necessary until his or her successor is duly elected.

Section 2.  Elections

The election of Officers shall take place at the Board meeting immediately following the annual meeting at which new Directors are elected to the Board.

Section 3. Duties of Officers

President: The President shall have the authority for the general supervision of the affairs of NAMI NSV under the direction of the Board of Directors.  The President shall appoint committees and assure that the organization’s objectives are executed in the best possible manner.  The President shall also set the official meeting agenda and preside at all meetings of the organization. “The President shall be the chief executive officer and shall have general supervision of the affairs of the corporation under the direction of the Board of Directors and the Executive Committee.”)

Vice-President: The Vice President shall succeed in the presidency in case of a vacancy in that office and shall perform the duties of the President in the President’s absence or disability. The Vice President shall aid the President in the performance of such duties as may be assigned by the President.

Secretary: The Secretary shall keep records of Board actions, including the taking of official minutes, sending out of meeting announcements, distribution of copies of minutes and agendas to each Board member, oversight of nominee and elections information, and assuring that corporate records are maintained.

Treasurer: The Treasurer shall have the responsibility for all monies, securities and other valuable properties of NAMI NSV. He or she shall ensure that a full and accurate account of receipts and disbursements is kept in records.  Written detailed accounts of financial transactions should be provided regularly or upon request.


ARTICLE VII
Executive Director

 The Board of Directors may choose to employ an Executive Director to run the day-to-day operations of NAMI NSV.


ARTICLE VIII
Committees

 Section 1. Structure

 The Board may create and dissolve committees as needed. These may include committees such as nominating, financial/audit, membership, resource development, public relations, etc. The Board President appoints all committee chairs.  With the exception of the Executive Committee, committee members who are not serving in the role of committee chair are not required to be current Board Members.

Section 2. Executive Committee

The Executive Committee shall consist of the Officers plus two additional at large Board members to be selected by majority vote of the Board of Directors.  The Executive Committee shall exercise all powers of the Board of Directors between meetings of the Board.  All proceedings of the Executive Committee shall be presented to the Board at its next meeting for inclusion in the official minutes of the Board.

Section 3. Nomination Committee

Each year the President shall appoint a Board Nominating Committee comprised of three directors. Nominations for directors shall be submitted by members in writing to the Board Nomination Committee not less than sixty (60) days prior to the Annual Meeting. The recommendations of the Board Nominating Committee shall be submitted to the general membership at least thirty (30) days prior to the Annual meeting. Election of Board members shall be conducted in conjunction with the Annual meeting.


ARTICLE IX
Finances

Section 1. Fiscal

The fiscal year shall begin on January 1 and end on December 31 annually unless otherwise voted and approved by the Board of Directors.

NAMI NSV shall produce an annual financial report and conduct an official review.

Section 2. Contracts

The Board of Directors may authorize any two (2) Officers as agents of NAMI NSV, who may enter into any contract or execute and deliver any instrument in the name of and on behalf of NAMI NSV.

Section 3. Checks

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of NAMI NSV shall be signed by Officers.  Payments should not exceed forty five (45) days of due date.

Section 4. Deposits

All funds of NAMI NSV shall be timely deposited to the credit of NAMI NSV in such bank, trust companies, or other depositories as the Board of Directors may select.

Section 5. Contributions

The Board of Directors may accept on behalf of NAMI NSV any contribution, gift, bequest, or donation for the general purpose or for any special purpose of NAMI NSV.  Any contribution, gift, bequest, or donation shall be placed in general funds unless otherwise stipulated, and shall be dispersed by NAMI NSV through normal budget authorizations.  Directors may not accept personal donations except cases in which refusing the personal donation would cause undue rejection of the donating party; in cases such as these, the director should kindly accept the personal donation respectfully, then determine if there is any possible way to use that donation in the affiliate.


ARTICLE X
Records

NAMI NSV shall keep correct and complete books and records of accounts, and shall keep minutes of proceedings of its Board of Directors and committees.


ARTICLE XI
Non-Discrimination

 Neither NAMI NSV nor its Board of Directors shall discriminate against any person or group of persons on the basis of race, ethnicity, creed, culture, national origin, faith, disability, gender, gender identity, sexual orientation, religion, socio-economic status,age, or lived experience, in requirements of membership, its policies or actions.


ARTICLE XII
Conflict of Interest

All Board members are required to sign the NAMI NSV Conflict of Interest disclosure form annually.  Failure or new or current Board members to sign this form within thirty (30) days of receipt will result in automatic dismissal from the Board.


ARTICLE XIII
Indemnification of Directors & Officers

NAMI NSV’s officers and directors shall be indemnified to the fullest extent provided by law for actions taken in service to the organization, except for any action determined by the Board of Directors to have been taken in bad faith.  The Board of Directors has the authority to indemnify any employees and agents of the organization to the fullest extent provided by law for action taken in service to the organization, expect for any action determined by the Board of Directors to have been take in bad faith.


ARTICLE XIV
Amendments & Revisions

 Section 1. Revision or Amendments to Bylaws

Any NAMI NSV member may propose revisions or amendments.  Any such proposals should be submitted to the Secretary in writing not less than sixty (60) days prior to the date of the next annual or special meeting of the membership.  All proposed revisions or amendments shall be reviewed and commented on by the Board of Directors, then communicated with the membership for a vote.  All revisions shall be vetted to ensure alignment with NAMI Bylaws and Standards for Excellence. A two thirds (2/3) majority of the members in good standing casting votes shall be required to revise or amend the Bylaws, provided a quorum is present.  Amendments and/or revisions to the NAMI NSV Bylaws shall become effective immediately after the meeting in which such amendments and/or revisions are approved.

Section 2. Amendments to the Articles of Incorporation

Amendments to the Articles of Incorporation may be recommended to the members by a resolution of the Board of Directors.  A vote of two thirds (2/3) of the member’s casting votes at an annual or special meeting shall be required to amend the Articles of Incorporation.  Upon adoption of such changes, the Board of Directors shall be charged with filing the proper paperwork with both the VA State Corporation Commission and the Federal Internal Revenue Service in order to properly effectuate such changes.


ARTICLE XV
Dissolution

 Upon the dissolution of NAMI NSV, its governing body shall, after paying or making provisions for the payment of all of the liabilities of the organization, distribute its assets to one or more other non-profit corporations that are described in Section 501(c)(3) of the Internal Revenue Code and share the same or similar purposes, according to the procedures outlined by the Virginia State Corporation Commission.

Any remaining funds will be distributed to NAMI Virginia.


ARTICLE XVI
Parliamentary Authority

Parliamentary authority shall be based on the current edition of Robert’s Rules of Order—Newly Revised, so long as they do not conflict with existing Bylaws.


CERTIFICATION

These Bylaws were approved by two-thirds (2/3) vote of the members casting votes at a meeting of the NAMI NSV membership held on [date of vote in the format Month Day, Year].

__________________________________
[Name of President], President

__________________________________
[Name of Secretary], Secretary

(Once approved, these Bylaws should be signed by the Officers indicated above.)

 

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