National Alliance on Mental Illness
page printed from NAMI Alaska
NAMI ALASKA Bylaws
Adopted February 1985
Amended February, 1996; May, 1998; and March, 2003
The name of the statewide organization is NAMI Alaska, Inc. The mission of NAMI Alaska is to eradicate the stigma of mental illnesses and to improve the quality of life of people who are now or may in the future be affected by these diseases. For the purposes of these bylaws, the term mental illness shall include, but not be limited to, disorders falling within the definition of adults with a serious mental illness and children with a serious emotional disturbance as defined by the U.S. Public Health Service, Center for Mental Health Services.
Article I ~ Role of NAMI Alaska
Section 1. NAMI Alaska will accomplish its mission through the following:
Section 2. NAMI Alaska is formed to provide education, support, and advocacy services as described in Section 1 and will not provide other types of mental health services.
Article II ~ MEMBERSHIP
Section 1. General - Membership shall consist of three categories:
Section 2. Voting Members The following categories shall be voting members as provided below:
Section 3. Individual / Family membership (I/FM)
Section 4. Affiliates
Section 5. Associates
Article III ~ DUES
Section 1. Establishing dues – The amount of the NAMI Alaska dues shall be set by the Board of Directors at one of its regular meetings.
Section 2. Date Payable - Dues for the year may be paid at any time, but for an I/FM to be in “good standing” for voting purposes at the NAMI Alaska Annual Membership Meeting the dues must be paid in time for the Affiliate to forward them to reach NAMI Alaska by the date set by the NAMI Alaska Board and forward to NAMI National.
Section 3. Collecting dues – The Affiliates shall collect all dues and submit a membership roster along with the NAMI Alaska and NAMI dues to NAMI Alaska by the date set by the NAMI Alaska Board of Directors each year.
Section 4. Donations – Donations are encouraged from I/FMs and Associates and may be given suitable recognition, as determined by the NAMI Alaska Board of Directors for donations made to NAMI Alaska. Donations may be given for specific purposes or for general, local, statewide or national use.
Article IV ~ BOARD OF DIRECTORS
Section 1. Directors - The Board of Directors shall consist of one Director from each Affiliate plus the immediate past president of NAMI Alaska as an ex officio Director. Each Director shall have one vote and this shall constitute the voting membership of the Board of Directors.
Section 2. Qualifications of Directors - The Directors shall be I/FMs who have or have had a mental illness or are the relative or guardian of such a person.
Section 3. Duties - In addition to the responsibilities vested in them by these Bylaws, the Directors shall be vested with the responsibility to execute the corporate purposes as stated in the Statement of Purpose contained in the Articles of Incorporation. It shall be the continuing responsibility of the Board of Directors to evaluate the overall functions of the organization and to take suitable actions to assure that the purposes, mission, and role are being appropriately served. The Board of Directors shall delegate authority to the President, committees, and Executive Director in a manner that assures that the Board of Directors retains control and responsibility for the annual plan of work, budget, organizational structure, external relations, and policy formulation. All continuing internal policies approved by the Board of Directors shall be included in the NAMI ALASKA Policy and Procedures Handbook.
Section 4. Board Meetings and Election of Officers - The Board of Directors shall meet at least quarterly. At each NAMI Alaska Annual Membership Meeting, a nominating committee appointed 30 days before the annual meeting to by the President shall present a slate of officers including the NAMI Consumer Council Representative to present to the Board of Directors. The Board of Directors shall meet and organize by electing, from among the Directors, their officers. Such officers shall hold office until the next NAMI Alaska Annual Membership Meeting or until their successors shall have been duly elected, whichever comes first. Special meetings of the Board of Directors may be called by the President or by any three Directors. The NAMI Consumer Council Representative and Alternate shall be elected by the Board of Directors in even years to fill a two-year term.
Section 5. Election of Directors - Each Affiliate shall select one Director from their membership, provided that the selection process is consistent with the Affiliate and NAMI’s bylaws.
Section 6. Vacancy - Should a vacancy occur on the Board of Directors, the vacancy shall be filled by the Board of Directors of the affected Affiliate for the un-expired term, and the new Director shall be installed at the next NAMI Alaska Board meeting.
Section 7. Terms of Office - Directors shall serve for a two-year term. Terms of office shall be measured from NAMI Alaska Annual Membership Meeting to NAMI Alaska Annual Membership Meeting, and the Director shall serve until the NAMI Alaska Annual Membership Meeting where their successor is installed.
Section 8. Proxies - If a Director cannot attend a face-to-face Board meeting, the Director may give another Director a written proxy to act in her or his behalf and must notify the President in writing in advance of each meeting. For teleconferences, a Director may give a verbal proxy to another Director and must notify the President in writing in advance of each teleconference.
Section 9. Removing a Director from office - The Board of Directors may, by two-thirds majority vote, remove a Director from office if the Director has two or more consecutive absences without authorizing a proxy, or for cause. When the Board of Directors determines that an individual should be removed, the affected individual and Affiliate shall be notified by certified letter of the intention to remove. The affected parties shall have the opportunity to respond to such removal before the full NAMI Alaska Board at the next Board meeting, provided that the individual and the Affiliate shall each have had at least 30 days notice.
Section 10. Quorum - A quorum for a Board of Directors meeting shall be a majority of the Directors in office, including those represented by proxy.
Article V ~ OFFICERS
Section 1. General - The Corporation shall have a President, Vice President, Secretary, and Treasurer. These officers shall serve for one year or until their successor is elected.
Section 2. President - The President carries out the mandate of the NAMI Alaska Board of Directors; provides leadership and coordinates the activities of NAMI Alaska; presides at all official meetings of the organization; represents the organization at any hearings or meetings requiring attendance; serves as ex-officio member of all committees; supervises the Executive Director; and performs such other duties as the office may require.
Section 3. Vice President - In the absence of the President, the Vice President shall assume all official responsibilities of that office. The Vice President serves as liaison with NAMI and keeps the membership informed of NAMI / NAMI Alaska activities; serves as committee coordinator; assists the Executive Director in organizing the Annual Membership Meeting; and performs other duties as directed by the Board.
Section 4. Secretary - The Secretary shall supervise the taking of and attest to the minutes of the NAMI Alaska Board of Directors and Executive Committee meetings; supervises the handling of correspondence of the NAMI Alaska Board of Directors; and supervises the preparation and maintenance of the NAMI Alaska membership rosters and voting lists. All records shall be kept in the NAMI Alaska central office and, subject to the direction of the Board of Directors, shall be available to the membership.
Section 5. Treasurer - The Treasurer shall supervise the collection and distribution of all funds allocated to the organization and the deposit and records of transactions, the preparation of budgets and budget reports, and report regularly to the Board of Directors. The treasurer shall provide for an annual audit of all accounts using an auditor approved by the Board of Directors and arrange for a presentation of the audit report to the Board of Directors. Following the mandate of the Board of Directors, the Treasurer supervises the preparation and presentation of quarterly reports including budget balances, recommendations for budget amendments as needed, and reports of income and expenditures for all accounts.
Section 6. Past President - The immediate past President shall provide support to the President and Executive Committee as needed.
Article VI ~ EXECUTIVE DIRECTOR
An Executive Director may be employed by the Board of Directors to carry out NAMI Alaska objectives and shall have the general direction and supervision of the day-to-day affairs of the organization. The Executive Director shall report to and receive supervision and direction from the NAMI Alaska President, who will establish priorities and give other direction as appropriate. The Board of Directors gives direction through the NAMI Alaska President.
The NAMI Alaska Board of Directors shall delegate authority to the Executive Director in a manner that assures that the Board of Directors retains control and responsibility for the annual plan of work, budget, organizational structure, external relations, and policy formulation. The Executive Director serves at the pleasure of the Board of Directors.
Article VII ~ COMMITTEES
Section 1. Executive Committee - The Executive Committee shall consist of the four officers of the corporation, the immediate Past President plus the Executive Director as a non-voting member. The President shall act as Chairperson and the Secretary as Secretary of the Committee. A quorum of the Executive Committee shall be three voting members, provided that all members of the committee were notified of the meeting. All actions shall require a majority vote of the voting members present. The Executive Committee shall be empowered to act only on matters which are urgent situations that cannot wait until the next full board meeting; issues that require preliminary discussions and refinement before the Board considers them, or routine matters that do not require full Board disposition. The Executive committee may recommend actions for approval by the by the full Board and assist in setting an agenda. All actions shall require a majority vote of the voting members present. The Committee shall keep minutes of all of its meetings and transactions, and such minutes shall be reported at each meeting of the Board of Directors, and all actions are required to come before the board for approval of the Board of Directors. Should the Board of Directors not agree with the Committee actions, the Board of Directors may pass a resolution giving the Committee new direction. The Executive Committee is a committee of the Board of Directors and shall have only the authority specifically delegated to it by the Board of Directors.
Section 2. Other Committees - The NAMI Alaska Board of Directors may, by resolution, create committees as needed. The resolution establishing a committee will, as a minimum, specify the number of committee members, how they are to be appointed, and the committee’s purpose, duties, and authority.
Article VIII ~ MEMBERSHIP MEETINGS
Section 1. Annual Membership Meeting – Annually between April 1st and June 15th an Annual Membership Meeting shall be held at such place and time as the Board of Directors determines to be most convenient for the membership and the work of NAMI Alaska.
Section 2. Purposes of the Annual Membership Meeting – The purpose of the Annual Membership Meeting shall be to act on proposed amendments to these bylaws and proposed resolutions, install new Directors, hear and review the annual reports of the Executive Director, NAMI Alaska officers and committees, set levels of membership and methods of recognition for donations, and conduct such other business and for such other purposes as may be approved by the Board of Directors.
Section 3. Special Membership Meetings – Special Membership Meetings may be called by a petition signed by 10 percent of the I/FMs or a majority of the Board of Directors.
Section 4. Quorum – The quorum for Membership Meetings shall be the I/FMs present.
Article IX ~ BYLAWS AMENDMENTS AND MEMBERSHIP RESOLUTIONS
Section 1. Bylaws Amendments - Any member may propose an amendment to these Bylaws at anytime. A two-thirds majority of the I/FMs voting shall be required to amend the Bylaws. The amended Bylaws become effective in 30 days, unless the majority of Affiliates request reconsideration. In case of a request for reconsideration, the NAMI Alaska Board of Directors shall determine how the issues are to be resolved, provided, that a two-thirds majority of the I/FMs voting shall be required to amend the Bylaws.
Section 2. Membership Resolutions - Any member may propose a resolution for consideration by the Board of Directors at a board meeting or by the I/FMs at a Membership Meeting.
Section 3. How to submit Bylaw Amendments or Membership Resolutions - All proposed bylaw amendments and resolutions shall be submitted in writing by certified mail to the NAMI Alaska Board of Directors. For consideration at the NAMI Alaska Annual Membership Meeting, bylaw amendments and resolutions must be received by 60 days prior to the Annual Membership meeting before consideration by membership vote, or by mailed ballot.
Section 4. Board of Directors Action on proposed Bylaw Amendments and Membership Resolutions - The NAMI Alaska Board of Directors shall prepare their recommendations and present them along with the bylaw amendment or resolution and the ballot to the voting members at least 60 days prior to the due date for voting. If a bylaws amendment is submitted for consideration at other than the Annual Membership Meeting, the NAMI Alaska Board of Directors shall determine, in consultation with the proponent, the schedule for acting on the proposed amendment; provided, that all outstanding bylaw amendments shall be acted on within one year.
Article X ~ MEDIATION OF DISPUTES
Section 1. The NAMI Alaska Board of Directors is vested with authority to mediate disputes:
Section 2. Between existing and/or proposed Affiliates - In case of disputes between existing and/or proposed affiliates, the NAMI Alaska Board of Directors shall determine and direct the process that they believe will best resolve the issues. In the event that resolution of the dispute cannot be achieved within ninety (90) days from receipt in the NAMI Alaska office of written notice of the existence of the dispute, the dispute, together with the names of persons authorized to act on behalf of the affected parties, shall be referred to the NAMI Board for final and binding resolution by the NAMI Board.
Section 3. Between existing or proposed Affiliates or I/FMs and the NAMI Alaska Board of Directors, officers, committee or staff - In the case of disputes between existing and/or proposed affiliates or I/FMs and the NAMI Alaska Board of Directors, officers, committee or staff, the NAMI Alaska Board of Directors shall determine and direct the process that will best resolve the issues. In the event that resolution of the dispute cannot be achieved within ninety (90) days from receipt in the NAMI Alaska office of written notice of the existence of the dispute, the dispute, together with the names of persons authorized to act on behalf of the affected parties, shall be referred to the NAMI Board for final and binding resolution by the NAMI Board.
Section 4. Between I/FMs and an existing Affiliate - In the case of disputes between I/FMs or I/FMs and proposed Affiliates, which cannot be resolved at the Affiliate level within ninety (90) days from receipt in the Affiliate office of written notice of the existence of the dispute, the dispute, together with the names of persons authorized to act on behalf of the affected parties, shall be referred to the NAMI Alaska Board for final and binding resolution by the NAMI ALASKA Board.
Section 5. Between I/FMs and an existing Affiliate - Upon the request of all parties to a dispute between an existing Affiliate and an I/FM, NAMI Alaska may mediate the dispute. Procedures for any such mediation shall be subject to the agreement of the parties. In the event only one party to a dispute between an existing Affiliate and an I/FM makes a request for NAMI Alaska to provide mediation, NAMI Alaska may, upon a majority vote of the full Board, offer mediation according to procedures agreed upon after consultation with all parties, provided that the recommendation resulting from mediation is advisory and shall not be binding on the parties unless the parties agree.
Section 6. Provider - client relationships - Where an Affiliate is a provider of direct services; NAMI Alaska will not use the provisions of Section 5 to interfere with the provider - client relationships. However, the NAMI Alaska Board of Directors may take action to represent a client’s interests in the same manner that it takes such action where the provider is not an Affiliate.
Article XI ~ FISCAL YEAR
The fiscal year shall be established by resolution of the Board of Directors.
Article XII ~ PARLIMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern NAMI Alaska in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the NAMI Alaska Board may adopt.
Article XIII ~ NONDISCRIMINATION
Neither NAMI Alaska nor its Affiliates shall discriminate against any person or group of persons on the basis of race, disability, creed, sex, religion, or age in the requirements for membership, its policies, or actions.
Article XIV ~ INDEPENDENCE
NAMI Alaska and its Affiliates 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 ~ SEAL
NAMI Alaska shall have no seal.
Article XVI ~ LIABILITIES AND INDEMNIFICATION
The directors, officers, employees, and members of NAMI Alaska and its Affiliates are not, as such, personally liable on or for any of its obligations. NAMI Alaska shall indemnify, defend, and hold harmless its directors, officers and employees from and against any loss, liability, damage, cost or expense resulting from their actions or omissions concerning the business or activities undertaken on behalf of NAMI Alaska, provided that the actions or omissions which were the subject of the demand, claim or lawsuit did not constitute bad faith, negligence or misconduct, and provided further that such actions of omissions were done in good faith and in manner reasonably believed to be in, or not opposed to, the best interests of NAMI Alaska.
Directors shall be informed of the availability of NAMI Alaska insurance policies and given a copy of the insurance policy upon request.