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CONSIDER THE BYLAWS AMENDMENTS

This year, three amendments to NAMI's bylaws have been proposed. Bylaws amendments may be proposed by NAMI Affiliates, NAMI State Organizations, or by a member of the NAMI board of directors. Bylaws changes require a two-thirds majority of those voting to pass.

Text proposed for removal is struck through; text proposed to be added is bolded and underlined. For a complete copy of the current NAMI bylaws click here.

NAMI Bylaws Amendment Proposal #1:

ARTICLE I

Membership

Section 2. Voting Members, (2) Local Affiliates ("Affiliates"), (d)Voting rights

(iii) Good Standing - For purposes of determining an Affiliate's entitlement to vote, an Affiliate in "good standing" shall be defined as one in which the dues of at least 5 of its members shall have been paid to its Organization and to NAMI during the 12 months preceding the credentialing date ninety (90) seventy (70) days prior to the annual meeting of NAMI. A list of local voting members constituting the voting membership of the Affiliate shall accompany the dues payment.

Section 2. Voting Members, (3) State Organizations

(g) Organization Vote - Each Organization in good standing shall be entitled to cast one vote in any matter before a NAMI meeting. An Organization "in good standing" shall be one in which dues of the Organization shall have been paid to NAMI pursuant to a resolution of the NAMI Board for the current fiscal year at least ninety (90) seventy (70) days prior to the annual meeting.

Bylaw amendment proposed by Jim Payne, member, NAMI Board

Rationale: required for compliance with Missouri Nonprofit Corporation Law regarding establishing entitlement to vote

The NAMI Board approved and supports this amendment.

NAMI Bylaws Amendment Proposal #2:

ARTICLE VI

Committees

Section 1. Executive Committee. The Executive Committee shall be comprised of the President, the two Vice-Presidents, the Secretary, the Treasurer, who shall be Board members, and the Executive Director ex officio, non-voting. The President shall act as Chairman and the Secretary as Secretary of the Committee. In the interim between the meetings of the Board of Directors, the Executive Committee shall have and shall exercise all of the powers of the Board save and except only the powers to fill vacancies in the Board of Directors, and to remove officers elected or appointed by the Board of Directors, and to amend, adopt or repeal the Articles or Bylaws. A majority of the Board members on Three of the regular members of the Committee shall constitute a quorum. All actions shall require a majority vote of the regular 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 for approval and ratification by the Board of actions taken by the Executive Committee.

Bylaw amendment proposed by Jim Payne, member, NAMI Board

Rationale: required for compliance with Missouri Nonprofit Corporation Law, clarifying that (1) all Executive Committee members must be Board members and (2) only Board members can be voting members of the Executive Committee and limiting the authority of the Executive Committee.

The NAMI Board approved and supports this amendment.

NAMI Bylaws Amendment Proposal #3:

ARTICLE IX

Indemnification of Directors, Officers, Employees and Agents

Section 1. Each person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation in the manner and to the full extent that the corporation has power to indemnify such person under section 351.355 351.471 and 351.476 of the General and Business Corporation Law of Missouri as now in effect or hereafter amended; provided, however, that the corporation shall not so indemnify such person, or purchase or maintain indemnity insurance for the benefit of such person, in the event such indemnification or expenditure would either (i) then constitute an act of "self-dealing" or a "taxable expenditure," as defined by Sections 4941 (d)(1) and 4945 (d), respectively, of the Internal Revenue Code of 1954 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code, as amended), or (ii) violate the provisions of Section 355.530 or any other section of the Revised Statutes of Missouri as then in effect.

Bylaw amendment proposed by Jim Payne, member, NAMI Board

Rationale: required for accurate reference to Internal Revenue Code provisions and compliance with Missouri Nonprofit Corporation Law

The NAMI Board approved and supports this amendment.


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