NAMI IDAHO, INC.
Name, Mission and Roles
Section 1. Name. The name of this organization is NAMI Idaho, Inc. (hereinafter referred to as “NAMI Idaho”).
Section 2. Organization. NAMI Idaho is an independent non-profit corporation incorporated in Idaho under the provisions of Title 30, Chapter 3 of the Idaho Nonprofit Corporation Act and is qualified as a 501(c)(3) corporation under the U.S. Internal Revenue Code. NAMI Idaho is chartered as the state NAMI organization in Idaho by NAMI (National Alliance on Mental Illness) which is an independent national non-profit organization (hereinafter referred to as “NAMI”).
Section 3. Mission. NAMI Idaho’s mission is to improve the quality of life for all those affected by mental illness. NAMI Idaho provides education and advocates for effective prevention, diagnosis, treatment, community support, research and recovery.
Section 4. Roles. To fulfill its mission, NAMI Idaho will:
A. Serve as the Idaho state organization chartered by NAMI;
B. Agree to endorse the mission, values and policies of NAMI;
C. Develop statewide positions on issues relating to mental illness and advocate for such positions at the state level;
D. Assist in the coordination of local, state and national mental health advocacy efforts;
E. Serve as a conduit in communicating NAMI and NAMI Idaho issues to the local community-based NAMI Affiliates in Idaho (hereinafter referred to as “Affiliates”) and in communicating NAMI Idaho and Affiliates issues to NAMI;
F. Monitor and keep the Affiliates informed of the activities of state agencies relating to mental illness issues;
G. Assist in the formation, growth and/or development of Affiliates in Idaho;
H. Support Affiliates by providing training, support and technical assistance for the delivery of NAMI signature programs and other educational, support and advocacy programs;
I. Promote the understanding of mental illness as a neurobiological disease through public education and community involvement and thereby assist in decreasing the stigma related to mental illness;
J. Advocate for the timely and effective delivery of services for Idaho residents affected by mental illness;
K. Promote the process of recovery and the integration of persons living with mental illness into the community and into appropriate employment and/or community service placements; and
L. Conduct fund raising activities in support of the above activities.
Section 5. Name and Logos. NAMI Idaho acknowledges that NAMI controls the use of its name, acronym and logos. NAMI Idaho will ensure that its use of NAMI’s name, acronym and logos shall be in accordance with NAMI policies. Upon termination of affiliation with NAMI, NAMI Idaho shall cease all use of the name, acronym and logos of NAMI.
Section 6. Nondiscrimination. NAMI Idaho shall not discriminate among those eligible for membership, in its policies or in its actions, on the basis of sex, age, ethnicity/race, creed, color, sexual orientation, gender and gender identity, economic status or disability, nor shall membership be limited based upon an individual’s declaration of status as either a person living with mental illness or a family member.
Section 7. Independence. NAMI Idaho shall be independent of other agencies and advocacy groups not affiliated with NAMI and shall not share Articles of Incorporation, Bylaws, or Boards of Directors with such other groups.
Section 1. Member. Membership in NAMI Idaho is achieved by the payment of Annual Dues. The Annual Dues amount is established by NAMI and the payment of such dues includes membership in NAMI, NAMI Idaho, and the local NAMI Affiliate. Membership may be held by an individual or by a family through the payment of one Annual Dues amount. A family membership includes all the adult members of a family living in one household.
Section 2. Allocation of Dues. The portion of the Annual Dues remaining after payment of dues to NAMI shall be allocated between NAMI Idaho and the Affiliates in amounts established by the NAMI Idaho Board of Directors (hereinafter referred to as the “Board”) after consultation with the Affiliates.
Section 3. Voting Member. Each individual and family membership current in its Annual Dues at the beginning of the calendar quarter immediately preceding a date established by NAMI Idaho for voting on any NAMI Idaho matter shall be considered a Voting Member and shall be entitled to one vote on each matter submitted to a vote of the NAMI Idaho membership. A family membership shall be counted as a single Voting Member having only one vote.
Section 1. Definition. Affiliates are the local grassroots NAMI organizations within a geographical area of Idaho. To qualify as an Affiliate, an organization must meet the following criteria:
A. It shall agree to endorse the mission, values and policies of NAMI and NAMI Idaho;
B. It shall have at least five (5) Voting Members;
C. It shall have adopted Bylaws and elected officers;
D. It shall include “NAMI” and the geographic area in which it operates in its name; and
E. It shall have submitted an Affiliate application that has been endorsed by NAMI Idaho and approved by NAMI.
Section 2. Maintenance of Affiliate Status. To maintain its Affiliate status, an Affiliate must continue to meet the definition of an Affiliate in Article 3, Section 1. An Affiliate may lose its Affiliate status when it does not meet the above requirements or when its mission, values and policies are no longer consistent with the mission, values and policies of NAMI and NAMI Idaho. The Board may inform the NAMI Board of Directors in writing if it believes that an Affiliate has failed to maintain its Affiliate status but Affiliate status may only be terminated by NAMI.
Section 3. Affiliate Annual Report. By April 30th of each year, each Affiliate must file with NAMI Idaho an annual report that includes the following:
A. A listing of the current contact information for the Affiliate and an update of its NAMI Idaho website Affiliate information;
B. A listing of the Affiliate’s significant activities during the prior calendar year; and
C. A list of the current officers of the Affiliate with their addresses and phone numbers for contact purposes.
Section 4. Application for Affiliate Status. An applicant for Affiliate status shall submit a copy of its Affiliate Bylaws along with a resolution signed by at least five (5) Voting Members to the Board requesting recognition as an Affiliate in Idaho and stating its support for the NAMI and NAMI Idaho mission, values and policies.
Section 5. Endorsement by NAMI Idaho. The Affiliate application and the Bylaws of the Affiliate applicant will be reviewed by the Board for conformance with the NAMI Idaho Bylaws and the Board may approve endorsement to NAMI by a majority vote. If NAMI Idaho fails or refuses to endorse an application within sixty (60) days from receipt by NAMI Idaho, the applicant may appeal this action pursuant to the dispute resolution process in Article 12 of these Bylaws.
Section 6. Role of an Affiliate. The role of an Affiliate is to:
A. Implement the mission, values and policies of NAMI and NAMI Idaho at the community level;
B. Engage in grass roots advocacy on local, state and federal issues in coordination with NAMI Idaho;
C. Organize local support groups and educational opportunities;
D. Deliver NAMI signature programs and other educational, support and advocacy programs to the local community;
E. Provide mental illness information and referral services;
F. Network and coordinate with other community groups on common issues affecting those with mental illness;
G. Encourage development of coalitions with local groups and work with area legislators;
H. Monitor the local and regional services for persons living with mental illness and promote improvement and expansion of services; and
I. Report on local issues and needs to NAMI Idaho.
Meetings of Members
Section 1. Annual Meeting. The Annual Meeting of the Members of NAMI Idaho shall be held at the time, date and place as established by the Board. At such meeting the President shall report on the activities of NAMI Idaho and the Treasurer shall report on the financial condition of NAMI Idaho. Voting Members shall vote on such matters as may be raised pursuant to the notice requirements of Section 6 below.
Section 2. Special Meetings. Special Meetings of the Members of NAMI Idaho may be called by a majority of the Board or by petition of one fifth (1/5) of the Voting Members.
Section 3. Quorum. To constitute a quorum at an Annual or Special Meeting, Voting Members representing at least one half (1/2) of the Affiliates in Idaho must be present either in person at the meeting or by mailed written ballot. NAMI Idaho Directors may not be included in the attendance count for purposes of determining a quorum. Unless one third (1/3) or more of the Voting Members are present in person or by mailed written ballot, the only matters that may be voted upon at an Annual or Special Meeting are those matters that are described in the meeting notice.
Section 4. Voting Requirements. Voting Members shall each have one vote and shall vote on such matters as may be raised pursuant to the notice requirements of Section 6 below. Voting Members may vote in person at the meeting or may vote by mailed written ballot on a form provided by the Secretary that is sent with the meeting notice. If a quorum is present, the affirmative vote of a majority of the Voting Members present at the meeting in person or by mailed written ballot constitutes formal approval of the matter voted upon, unless a larger majority is otherwise required in these Bylaws. There shall be no voting by proxy.
Section 5. Resolutions. All resolutions proposed to be acted upon at Annual or Special Meetings shall be proposed only by Voting Members or the Board. All proposed resolutions shall be submitted in writing and must be received by NAMI Idaho not less than sixty (60) days in advance of the meeting session at which they are to be considered. Resolutions shall be sent to NAMI Idaho by USPS either by registered mail, certified mail, Express Mail or Priority Mail or any other USPS service offering Return Receipt or Signature Confirmation. Such resolutions shall be forwarded to the Voting Members pursuant to the notice requirements of Section 6 below.
Section 6. Notice Requirements. NAMI Idaho must notify its Members of the time, date and place of each Annual or Special Meeting no fewer than ten (10) days before the meeting date nor more than sixty (60) days before the meeting date. If the notice is mailed by other than first class or registered mail, the meeting notice must be distributed no fewer than thirty (30) days before the meeting date. Notice must include the Bylaw amendments, resolutions or a description of any other matters that are to be voted upon by the Members.
Board of Directors
Section 1. Powers of the Board. All corporate powers of NAMI Idaho shall be exercised by, or under the authority of, the Board. All the affairs and property of NAMI Idaho shall be managed under the direction of the Board. The Board shall be responsible for providing overall leadership and strategic direction, for approving policies, and for maintaining the fiscal stability and operations of NAMI Idaho. Members of the Board shall comply with the NAMI Idaho Bylaws and all policies, ethical practices, and procedures established by the Board.
Section 2. Directors. The Board of Directors shall consist of not less than twelve (12) and not more than sixteen (16) Directors. The Voting Members within each of the three (3) Regions as defined below in Section 3, will elect four Regional Directors who must reside within that Region. No more than two (2) Regional Directors shall be Voting Members of the same Affiliate. As many as four (4) Directors at-large shall be elected by all of the Voting Members. The Elections Committee established by the Board will determine the number of Director at-large positions for each election.
Section 3. Regions. The state of Idaho shall be divided into three Regions – North, West and East. The North Region shall be made up of the following counties: Benewah, Bonner, Boundary, Clearwater, Idaho, Kootenai, Latah, Lewis, Nez Perce, and Shoshone. The West Region shall be made up of the following counties: Ada, Adams, Blaine, Boise, Camas, Canyon, Cassia, Elmore, Gem, Gooding, Jerome, Lincoln, Minidoka, Owyhee, Payette, Twin Falls, Valley and Washington. The East Region shall be made up of the following counties: Bannock, Bear Lake, Bingham, Bonneville, Butte, Caribou, Clark, Custer, Franklin, Fremont, Jefferson, Lemhi, Madison, Oneida, Power, and Teton.
Section 4. Composition of the Board. All Directors must be Voting Members who are willing and able to perform the duties and functions of a Director. At least two-thirds (2/3) of the Directors must be persons living with mental illness or are family members of persons living with mental illness. No employee of NAMI or NAMI Idaho may serve on the Board during their tenure of employment.
Section 5. Term of Office and Term Limit. At the 2010 Annual Meeting, the Directors shall be divided into two (2) classes, each class to be as nearly equal in number as possible. Each Region shall have two (2) Regional Directors in each class. The term of office of Directors of the first class shall expire at the first Annual Meeting after their election. The term of office of Directors of the second class shall expire at the second Annual Meeting after their election. At each Annual Meeting after this original classification of Directors, the number of Directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding Annual Meeting. Beginning therefore in 2011, the term of office for all Directors in each class shall be two (2) years or until their respective successors shall have been duly elected and qualified. Directors shall take office immediately following the close of the Annual Meeting at which they are elected. No Director may serve more than three (3) terms. A Director who replaces another Director mid-term may serve three additional full terms.
Section 6. Nominating Procedure for Directors. Nominations for Directors shall be made by Voting Members or by Affiliates. Nominations shall be in writing, shall indicate whether the nominee is nominated for a Regional position or an at-large position and shall be sent to the Board not less than sixty (60) days prior to the next Annual Meeting. An Elections Committee established by the Board will confirm that each nominee is a qualified Voting Member, is willing to serve as a Director, has been nominated by a Voting Member or by an Affiliate, and shall then issue a ballot to each Voting Member who is eligible to vote for their Regional Directors and any at-large Directors pursuant to the notice requirement of Article 4, Section 6. Completed ballots may be returned to the NAMI Idaho Elections Committee by USPS mail prior to the Annual Meeting or a Voting Member may vote by ballot at the Annual Meeting.
Section 7. Vacancy. If a vacancy occurs in a Director position, the Board shall elect a person to the Director position who will serve the unexpired term of the predecessor Director. If the vacancy is that of a Regional Director, the replacement Director must also reside within that Region.
Section 8. Removal With or Without Cause. Only the Voting Members may remove a Director, except as noted in Section 9 below. The Voting Members may remove a Director only at a meeting called for the purpose of removing the Director and the meeting notice must state that the purpose or one (1) of the purposes of the meeting is the removal of the Director. A Director may only be removed if the number of votes cast to remove the Director would be sufficient to elect the Director at a meeting to elect Directors. In the case of a Regional Director, only those Voting Members from the Region represented by that Director shall be included in the vote for the removal of the Regional Director.
Section 9. Removal for Non-Attendance. The Board is authorized to remove a Director for the unexcused non-attendance at two or more consecutive Board meetings. Prior to such removal, the Board must provide such Director with a statement of the reason for such removal by USPS Certified Mail at least thirty (30) days prior to any final action by the Board. The statement shall be accompanied by a notice of the time, date and place where the Board is to take action on the removal. Such Director shall be given an opportunity to respond and object to such removal at such meeting before the action is finalized.
Section 10. Compensation. No Director shall be paid compensation for their service as a Director. NAMI Idaho may reimburse Directors for expenditures incurred in connection with Board activities. All reimbursement of Director’s expenses shall be pursuant to a reimbursement policy and procedure established by the Board.
Section 11. Conflicts of Interest. NAMI Idaho has a conflict of interest policy established by the Board that must be adhered to by all Directors. All potential conflicts of interest must be disclosed pursuant to the policy and Directors must abstain from discussing or voting upon any matters in which they have a conflict of interest.
Board of Directors Meetings
Section 1. Annual Meeting. Following each Annual Meeting of the Members of NAMI Idaho, the Board shall meet to organize and to elect the Officers from among the Directors. The Officers shall hold office for a term that ends at the next Annual Meeting.
Section 2. Regular Meetings. In addition to the Annual Meeting, the Board shall hold at least three (3) regular meetings annually, the time, date and place to be established by the Board.
Section 3. Special Meetings. Special Meetings of the Board may be called by the President or by a majority of the current members of the Board.
Section 4. Notice of Meetings. Regular Meetings of the Board shall be fixed by Board resolution. Oral or written notice of the time, date and place of Regular Meetings or Special Meetings of the Board shall be given by the Secretary, or by the person calling the meeting, at least two days prior to the time of the meeting. Notice of any meeting of the Board may be waived in writing by any Director at any time, either before or after such meeting, and attendance at such meeting in person shall constitute a waiver of notice except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened.
Section 5. Quorum. A majority of the Board shall constitute a quorum at any meeting and a majority of those present shall have the power to act in all matters except as specifically provided to the contrary in these Bylaws.
Section 6. Action by Consent. Any action that could be properly taken at a meeting of the Board may be taken without such a meeting if one or more written consents setting forth the action so taken shall be signed by all the Directors.
Section 7. Telephone Meetings. Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by which all Directors participating in the meeting can hear each other during the meeting. A Director participating by such means is deemed to be present in person at such meeting.
Section 1. Executive Committee. The Executive Committee shall be comprised of the Officers of NAMI Idaho. If NAMI Idaho has an Executive Director, such Executive Director shall be invited to attend all Executive Committee meetings but shall not have a vote. The President shall act as Chairman and the Secretary shall act as Secretary of the committee. The Executive Committee shall exercise all of the powers of the Board between meetings. However no committee may authorize distributions; approve or recommend dissolution, merger, or the sale, pledge or transfer of all or substantially all of NAMI Idaho’s assets; elect, appoint or remove Directors or fill vacancies on the Board or any of its committees; or adopt, amend or repeal the Articles of Incorporation or the Bylaws. Three (3) members of the committee shall constitute a quorum and the simple majority of those in attendance may approve any matter that comes before the committee. All actions taken by the Executive Committee shall be reported to the full Board of Directors at its next meeting and shall be subject to revision or alteration by the Board, provided that no right of third parties is affected by such revision or alteration.
Section 2. Elections Committee. The Elections Committee shall be made up of the Secretary and two (2) other Directors chosen by the Board. It shall coordinate the NAMI Idaho Director nomination process and administer the voting for Directors. It shall recommend to the Board the number of at-large Directors to be elected at each Annual Meeting. It will work with the Board in determining areas of expertise needed on the Board and shall help identify possible nominees who might fill those requirements.
Section 3. Other Committees. The Board may establish such other committees as it deems appropriate and shall define such committee’s duties by Board resolution. Such committees may include Directors or non-Directors as the Board establishes in its resolution.
Section 1. Officer Positions. NAMI Idaho shall have a President, a Vice President, a Secretary, and a Treasurer, and such other officers as the Board shall deem necessary for the proper management of the organization. A NAMI Idaho Officer may not concurrently also be the president of an Affiliate.
Section 2. President. The President shall represent the Board in public and policy matters; shall preside at all NAMI Idaho and Board meetings; shall chair the Executive Committee; shall be a non-voting member of all other Board Committees; shall supervise the Executive Director, if there is one; and shall perform such other duties as assigned by the Board.
Section 3. Vice President. In the absence of the President, the Vice-President shall assume all official duties of that office. The Vice President shall assist the President by performing such duties as the President shall assign and shall perform such other duties as assigned by the Board.
Section 4. Secretary. The Secretary shall be responsible for the maintenance of written minutes of all Member meetings, Board meetings, and Board Committee meetings; shall be responsible for the sending out of all official notices of meetings; shall be responsible for maintenance of all of the non-financial records of NAMI Idaho; shall be responsible for the preparation and maintenance of the membership and voting lists for NAMI Idaho; shall chair the Elections Committee; and shall perform such other duties as assigned by the Board.
Section 5. Treasurer. The Treasurer shall be responsible for the collection and distribution of all funds of NAMI Idaho; shall receive and deposit the funds and shall sign and issue all disbursements to pay the obligations of NAMI Idaho; shall regularly report to the Board on the financial condition of NAMI Idaho; shall present the annual financial report to the Members at the Annual Meeting; shall maintain the official NAMI Idaho financial ledgers according to generally accepted accounting principles; and shall perform such other duties as assigned by the Board.
Section 6. Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment it serves the best interests of NAMI Idaho.
Section 1. Executive Director. An Executive Director of NAMI Idaho may be employed by the Board of Directors and shall have the general direction of and supervision over the day-to-day affairs of NAMI Idaho consistent with the priorities and direction established by the Board. The Executive Director shall be supervised by the President and shall exercise such authority and shall perform such other duties as assigned by the Board. The Executive Director serves at the pleasure of the Board.
Section 1. Fiscal Year. The fiscal year of NAMI Idaho shall be the calendar year beginning on January 1 and ending on December 31.
Section 1. Corporate Seal. NAMI Idaho shall have no corporate seal.
Section 1. Resolution of Disputes between Affiliates, between Affiliates and Affiliate Applicants, and between Members and Affiliates or Affiliate Applicants. The Board shall have the authority to mediate disputes between Affiliates, between Affiliates and Affiliates applicants, and between Members and Affiliates or Affiliate applicants. The Board must receive written notice from the Board of Directors of the Affiliate(s) or organizers of the Affiliate(s) applicants, or from Member(s) which are party to the dispute, which informs the Board of the nature of the dispute and the names of the person(s) authorized to act on behalf of the disputants. The members of the Executive Committee along with the Executive Director, if there be one, will investigate the dispute and attempt to resolve the problem within thirty days of the receipt of written notice. If they are unable to resolve the dispute, the issue will be presented to the entire Board for action or resolution.
In the event the resolution of the dispute cannot be achieved within ninety (90) days from the receipt by the Board of a written notice from the Board of Directors of any Affiliate(s), organizers of an Affiliate(s) applicant, or Member(s) of the existence of a dispute or by agreement of the disputants to a shorter period of time, the dispute shall be referred by the Board to the NAMI Board of Directors, together with the names of the persons authorized to act on the behalf of the disputants, for final and binding resolution.
Section 2. Resolution of Disputes between NAMI Idaho and Its Affiliates or Affiliate Applicants. Disputes between NAMI Idaho and its Affiliates or Affiliate applicants will be resolved by the NAMI Idaho Executive Committee, the Executive Director, if there be one, and the Board of Directors of the Affiliate(s) or Affiliate(s) applicant involved in the dispute within thirty (30) days of written notice received by the Board. The Board must receive written notice from the Board of Directors of the Affiliate(s) or organizers of the Affiliate(s) applicant which are party to the dispute, which informs the Board of the nature of the dispute and the names of the person(s) authorized to act on behalf of the disputants. If resolution of the dispute cannot be achieved, the dispute will be presented to the Board for resolution.
In the event that a resolution of the dispute cannot be achieved within ninety (90) days from the receipt by the Board of a written notice from NAMI Idaho, the Board of Directors of an Affiliate(s), or the organizers of an Affiliate(s) applicant of the existence of the dispute, or by agreement of the disputants to a shorter period of time, the dispute shall be referred to the NAMI Board of Directors, together with the names of the persons authorized to act on behalf of the disputants, for final and binding resolution.
Section 1. Indemnification of Officers, Directors, Employees and Agents. Each person who is or was a Director, Officer, employee or agent of NAMI Idaho, or is or was serving at the request of NAMI Idaho as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by NAMI Idaho in the manner and to the fullest extent that NAMI Idaho has the power to indemnify such person as authorized by the Idaho Nonprofit Corporation Act.
Amendment of the Bylaws
Section 1. Procedure. Amendments to the Bylaws may be proposed by any Voting Member or by any Director. Any such proposed amendments shall be submitted in writing by USPS, either by registered mail, certified mail, Express Mail or Priority Mail, or any other USPS service offering Return Receipts or Signature Confirmation to the Board not less than ninety (90) days prior to the date of the next Annual Meeting. The proposed amendment to the Bylaws must first be approved by a simple majority of the Board. If approved by the Board, then each Voting Member shall receive all proposed amendments to the Bylaws pursuant to the notice requirement of Article 4, Section 6. An affirmative vote in excess of two-thirds (2/3) of those Voting Members casting votes at the Annual Meeting is required to amend or repeal these Bylaws, or to adopt new Bylaws.
Distribution upon Dissolution
Section 1. Distribution. To the extent consistent with the NAMI Idaho Articles of Incorporation, the assets of NAMI Idaho available upon dissolution shall be distributed to the Affiliates in Idaho currently recognized by NAMI that must also at that time qualify as exempt organizations under section 501(c)(3) of the U.S. Internal Revenue Code, or corresponding section of any future federal tax code (hereinafter referred to as “Qualifying Affiliates”). The amount payable to each Qualifying Affiliate shall be based upon the number of Voting Members in each Qualifying Affiliate divided by the total number of Voting Members in all Qualifying Affiliates. The assets of NAMI Idaho available upon dissolution would then be multiplied by this percentage to determine the amount of assets to be distributed to each Qualifying Affiliate. The number of Voting Members of a Qualifying Affiliate would be based upon the number qualifying to vote at the most recent NAMI Idaho Annual Meeting.
Section 1. Governing Provisions. Except as otherwise specified in these Bylaws, the affairs of NAMI Idaho shall be governed by the provisions of Title 30, Chapter 3 of the Idaho Nonprofit Corporation Act.
Approved by the NAMI Idaho Board of Directors on June 25, 2012 and approved by the Voting Members at the NAMI Idaho Annual Meeting on September 15, 2012.