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BY-LAWS
 NAMI TALLAHASSEE, INC. 


ARTICLE I
NAME 

1.1              The name of this non-profit organization shall be NAMI TALLAHASSEE, INC., also known as NAMI Tallahassee.  The corporation may also use the name National Alliance on Mental Illness of Tallahassee.  NAMI Tallahassee shall be affiliated with NAMI, Inc. (National NAMI) and NAMI Florida, Inc. (NAMI Florida).  From time to time National NAMI may require that affiliates conform the affiliate name to a national requirement.  When this occurs, the Board of Directors is authorized to enact the required name change by a resolution of the Board.  A conforming amendment to these By-Laws and the Articles of Incorporation shall be presented to the full membership at the next convenient cycle of By-Laws amendments. 

1.2              NAMI Tallahassee 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 Tallahassee shall cease. 

1.3              Within 30 days of termination, NAMI Tallahassee will change its name to reflect that it is no longer connected to NAMI. 

ARTICLE II
MISSION 

2.1       NAMI Tallahassee is a nonprofit organization that provides support, education, and advocacy throughout the Leon County area on behalf of individuals and families affected by mental illness.

 ARTICLE III
DEFINITION AND RIGHTS/PRIVILEGES OF MEMBERSHIP 

3.1        Members accept the mission of NAMI and NAMI Florida and pay annual dues. 

3.2        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. 

3.3        Members elect the Board and amend the Bylaws. 

ARTICLE IV
FINANCIAL PARAMETERS
(DUES, FISCAL YEAR) 

4.1       Dues—Dues are established by the Board of Directors of NAMI.           

a.       Members shall pay dues yearly as established by the NAMI National Board of Directors.  

b.      A lesser dues rate, known as the “Open Door” rate, shall be available to those whose economic circumstances require it. All members shall have the same rights and privileges. 

4.2       Fiscal Year--The fiscal year shall begin on January 1 of each year and end December 31.
 

ARTICLE V
MEETINGS 

5.1       Annual.  There shall be an annual meeting of the membership each year.  Members will be informed of the date and time of the meeting (30) days prior. 

5.2       Regular.  Members may convene for regular meetings throughout the year.  Members will be informed of the date and time of regular meetings (10) days prior. 

5.3       Special—The Board of Directors, or (30%) 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 (30) days prior. 

5.4       Written Notice of Meetings.  Written notice of each meeting of the members of the Corporation shall be given not less than 10 days nor more than 60 days before the day on which such meeting is to be held, by posting a copy of the notice on its website or by mail, handbill, newsletter, newspaper, electronic delivery, facebook or such additional means as the Board of Directors shall deem effective.  The notice shall state the place, day and hour of the meeting, and in the case of a special meeting, shall also state the general nature of the business to be transacted. 

5.5       Quorum.  Fifteen members in good standing of the Corporation shall constitute a quorum for any meeting at which a vote is to be taken.  In the absence of a quorum, a majority of the members present may, by resolution, adjourn the meeting from time to time for a period not exceeding 45 days in any one case.  At any duly adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.  

ARTICLE VI
BOARD OF DIRECTORS 

6.1       Qualifications.  The Board of Directors shall be comprised of members in good standing of NAMI Tallahassee.  The Board of Directors shall establish the policies of NAMI Tallahassee 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. 

6.2       Number of Directors and Qualifications The Board of Directors shall consist of not more than eleven (11) members.  Board members must be voting members of the corporation.  The Board of Directors shall be NAMI Tallahassee members and consist of, at least seventy (70) per cent persons who have or have had a mental illness, or parents or other relatives thereof. 

6.3       Term and Selection of Directors 

A.    Term of Directors.  Board members elected by the membership shall serve for three years and shall have one vote on the Board. A director so elected may serve for two consecutive three year terms. After one or more year’s absence from the board, that individual may seek re-election. The term of all directors shall commence immediately after their election. The immediate past president of NAMI Tallahassee shall be an ex-officio member of the Board withoutvote, in the event he or she has finished his or her term as an elected director. 

B.     Selection of Directors.  Nominees shall be taken from a list of candidates compiled by the Nominating Committee.  Nominations for elected directors shall be made by a member in good standing who may nominate him or herself.  A member may nominate only one individual to be a candidate for director.  Nominations shall be made in writing and sent to the chair of the Nominating Committee of NAMI Tallahassee, together with the Acceptance of Nomination of member, signed by Nominee, not less than sixty (60) days prior to the annual meeting.  The slate of nominees, and resume of nominated persons, shall be sent to each voting member prior to the Annual Meeting. 

6.4       Nomination Process.  Each year the President shall appoint a Board Nominating Committee comprised of two directors and one member.  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. 

6.5       Resignation.  Any director may resign at any time by delivering a written resignation to the President or the Secretary of the Corporation.  Such resignation shall be effective upon receipt, unless otherwise provided by the terms thereof. 

6.6       Vacancies.  Vacancies that occur on the Board of Directors in between annual meetings shall be temporarily filled by an appointment of the Executive Committee of the Board of Directors.  Directors serving in temporary appointments will be put to vote before the full membership at the next annual meeting. 

6.7       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 Board 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.  Proper notice specifying the proposed removal shall be given prior to any meeting of the Board of directors at which such removal shall be considered. 

6.8       General Powers.  Subject to the provisions of the Florida State 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. 

6.9       Conflict of Interest.  All Board members are required to sign the NAMI Tallahassee 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. 

ARTICLE VII
DIRECTOR’S MEETINGS 

7.1       Annual.  The annual meeting of the NAMI Tallahassee Board of Directors shall be held in December of each year.  The election of officers will take place at this meeting. 

7.2       Regular.  In addition to their annual meeting, regular meetings of the Board of Directors shall be held at such times with such frequency as the Board of Directors may, by adopted resolution, determine; provided that there are no fewer than six regular meetings annually. 

7.3       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 two weeks in advance of that meeting, unless notice requirement is explicitly waived by all Board members. 

7.4       Place of Meeting.  Each meeting of the Board of Directors shall be held at such place as shall be specified in the notice thereof or by telephone conference call. 

7.5       Notice.  Notice of each special meeting of Board of Directors shall be mailed to each director’s residence or place of business not less than 5 days prior to meeting or notified by telephone, facsimile, electronic mail 2 days before the day of the meeting.  Each such notice shall state the general nature of the business to be transacted, the day, time, and place of such meeting, and by whose request it was called.  Notice of any meeting of the Board of Directors need not be given to any director who shall waive such notice in writing.  

 7.6       Quorum.  A majority of the Board of Directors then serving shall constitute a quorum at  any regular or special meeting of the Board; and a majority of those present in either case shall have power to vote in all matters. 

7.7       Duties.  The Board of Directors is responsible for overall policy and direction of NAMI Tallahassee.  The board receives no compensation other than for reasonable expenses incurred in service to the organization.  At all meetings of the Board of Directors, all matters shall be decided by a majority vote of the directors present at the meeting, a quorum being assembled.  In the event that the  presence of board members is not possible, meetings and binding votes may be held by conference call or by other electronic means, provided that a quorum of board members participate in such meetings.   

ARTICLE XIII
COMMITTEES 

8.1       Executive.  There shall be an executive committee, which consists of the President, First Vice-President, Second Vice-President, Secretary and Treasurer.  The immediate past President of NAMI Tallahassee shall serve as ex-officio member, without vote, of the Executive Committee.  A quorum shall consist of at least three (3) committee members.  The Executive Committee may exercise all of the powers of the Board of Directors, unless the powers of the Executive Committee are expressly limited by resolution adopted by the Board of Directors or any committee thereof, or to adopt, amend or repeal by Bylaws.  The Executive Committee shall keep regular minutes of all business transacted by it, and of all actions taken in connection with the affairs of the Corporation and such minutes shall be reported at each meeting of the Board for approval and ratification by the Board of actions taken by the Executive Committee.  Said business and actions shall be subject to revision, election and approval by the Board of Directors of the Corporation; provided that the Board of Directors shall have no power to revise, alter or disapprove any lawful action of the Executive Committee to the prejudice of third parties. 

8.2       Standing.  The President shall appoint all standing committees with approval of the Executive Committee.  There shall be a Bylaws Committee for receipt and review of proposed amendments. 

8.3       Other.  The President shall appoint all other committees with approval of the Executive Committee. 

ARTICLE IX
OFFICERS 

9.1       Officers shall be Board members. 

9.2       President.  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.  The President shall preside at meetings and serve as ex-officio member of all committees except the nominating committee.  The President shall exercise such authority and perform such duties as the Board of Directors may assign. 

9.3       First Vice-President.  The First Vice President shall succeed to the Presidency in the case of a vacancy in that office and shall perform the duties of that office in the absence of 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 Board President should be filled for the remainder of the term. The First Vice President shall undertake such other duties and responsibilities as the President or the Board of Directors may assign. 

9.4       Second Vice President.  The Second Vice President shall succeed to the First Vice- Presidency in the case of a vacancy in that office.  The Second Vice President shall undertake such other duties and responsibilities as the President or the Board of Directors may assign. 

9.5       Secretary.  The 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. 

9.6       Treasurer.  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 of income and expenses for the Board.  The Treasurer shall present the books for audit and at such times as required by the State of Florida. 

9.7       Subordinate Officers The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Directors from time to time may determine.  The Board of Directors may delegate to any committee or officer or agent the power to appoint any such subordinate officers or agents, and to prescribe their respective titles, terms of office, powers and duties. 

9.8       Records Officers of the corporation shall make available for inspection at reasonable times to any member of the corporation and to the Board of Directors all official records of the corporation for which they are responsible.  Upon leaving office, each officer shall turn over to his or her successor in good order such money, books, records, documents, and other property of the corporation as have been in his or her custody during his or her term of office. 

ARTICLE X
EXECUTIVE DIRECTOR 

10.1     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 NAMI Tallahassee.  The Executive Director shall provide organizational leadership and exercise such authority and perform such duties as the President, on behalf of the Board of Directors, may assign. 

ARTICLE XI
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AGENTS 

11.1     The NAMI Tallahassee 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 actions taken in service to the organization, except for any action determined by the Board of Directors to have been taken in bad faith. 

            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 action results in a determination of bad faith, indemnitee shall reimburse NAMI Tallahassee for any advanced fees and costs. 

ARTICLE XII
REVISION OF AMENDMENTS 

12.1     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 ninety (90) 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 thirty (30) 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 shall be required to revise or amend the bylaws, provided a quorum is present. 

ARTICLE XIII
DISPUTE RESOLUTION 

13.1     A dispute between NAMI Tallahassee and one or more of its members may be referred to the President of NAMI Tallahassee for resolution.  Upon receipt of a written notice of a dispute, the President shall appoint a committee of three members of NAMI Tallahassee to mediate the dispute.  If the dispute is resolved, the committee will report the resolution in writing to the President of NAMI Tallahassee.  If the dispute cannot be resolved within ninety (90) days from the receipt of the notice, the NAMI Tallahassee President shall refer the dispute, together with the names of the persons authorized to act on the behalf of the member to the NAMI Tallahassee Board of Directors for final and binding resolution. 

ARTICLE XIV
NON-DISCRIMINATION 

14.1     NAMI Tallahassee shall not discriminate against any person or group of persons on the basis of race, ethnicity, culture, language, national origin, geographic origin, age, disability, gender, sexual orientation, gender expression, education, genetic information, religion, faith, socio-economic status or lived experience. 

ARTICLE XV
INDEPENDENCE 

15.1     NAMI Tallahassee 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 XVI
DISSOLUTION 

16.1     In the event NAMI Tallahassee should be dissolved, all assets remaining, after the payment of all debts and obligations, shall be distributed to NAMI Florida, the incorporated state nonprofit organization, in accordance with Florida laws. If that entity is not in existence or is not then exempt within the meaning of 501(c)(3) of the Internal Revenue Code, NAMI National, the incorporated national nonprofit organization who shares similar goals and missions as NAMI Tallahassee, shall be granted all assets remaining. 

These bylaws were amended  in 2013 by the Board of Directors and approved by the membership on December 10, 2013. 

Rose Ann Scheck, President

First Adopted in 1989 and filed with Articles of Incorporation on September 5, 1989. Amended December 13, 2004, December 11, 2012 and December 10, 2013.


Related Files

Current Bylaws (PDF File)
Member Letter: Call for Nominations-2014 (PDF File)

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