For the 2020 Elections, the below Resolution for the Plan to Migrate has been submitted by the 2019-2020 Board of Directors, under the guidance of legal counsel with non-profit corporate expertise.
NAMI Board Resolution on the Plan to Migrate NAMI's State of Incorporation from Missouri to Arizona.
TO: All Credentialed Voters and all NAMI members
FROM: Steve Pitman, chair, Governance Committee, and Adrienne Kennedy, president of NAMI Board of Directors
RE: The NAMI Board's Resolution on the Plan to Migrate
NAMI Board of Directors is bringing forward a Resolution on the Plan to Migrate, from our incorporation status (currently held in Missouri) to reincorporation in Arizona. All the documents below relate to this Plan to Migrate.
Since documents in both length and legal language may be daunting, we offer these points to underscore the purpose, to present the board’s commitment to “due diligence” and legal counsel throughout the process, and to provide a quick overview of the documents.
We trust that this is helpful in assisting all credentialed voters to make an informed decision on the Resolution.
Purpose: The reincorporation that has been presented for the vote of membership will permit NAMI to achieve greater operational efficiencies. Specifically, it will allow NAMI to redirect resources that would otherwise be spent on regulatory and legal compliance matters towards activities and programs in furtherance of its charitable mission.
Due Diligence: The Board, in committee and as a whole, has studied the relative advantages of reincorporation and has sought legal counsel, both governance and reincorporation specialists.
In selecting the state for the reincorporation, the board analyzed and took into account a variety of factors, such a state’s mandatory audit requirements for nonprofit corporations, the level of state agency oversight and regulation over a nonprofit corporation’s operations and activities, and the complexity/clarity of enacted state statutes pertaining to nonprofit corporations. Arizona was selected because it had the most favorable position with respect to each of these factors.
We believe that NAMI will benefit from the more favorable laws and regulations adopted by Arizona for the regulation of its operations and activities. Based on the analysis that was performed, we strongly encourage that membership vote in favor of the reincorporation.
Overview of the Documents pertinent to the Member Vote on “Approval of Reincorporation”
- The Member Resolution (This document is a draft reflecting the Minutes that would be announced as action to go into effect at the Annual Business Meeting, depending on the result of the Vote. The Polls close at 6:00pm ET, Wednesday, July 15. The Results will be announced at the Annual Business Meeting and therein reflected in the Minutes, as adopted or defeated according to the vote. It is this Resolution that credentialed voters are specifically voting on, and identified on the ballot as: Member Resolution on the Plan of Merger (detailed in the following documents: Articles of Incorporation [in Arizona] and NAMI National Bylaws [to go into effect upon migration to Arizona]).
- Merger Agreement: Language in this Agreement details the legal steps between Surviving Corporation (NAMI National, as an Arizona Corporation) and the Disappearing Corporation (NAMI, as a Missouri Corporation, which will cease to exist, after Reincorporation is completed).
- Exhibit A: Articles of Incorporation [in Arizona]: the formal declaration used to name and describe NAMI National, specifying its purposes, addressing requirements in Arizona, and naming directors and agents, and other items typically addressed in Articles of Incorporation, including the indemnification clause (Article X), also stated in the Bylaws.
- Exhibit B: NAMI Bylaws: These Bylaws in effect upon reincorporation in Arizona have been written to essentially mirror the previous Bylaws (of the Missouri corporation) in effect at the present time, while at the same time conforming to the requirements of Arizona. The specific changes are these:
- Article III, Section 3, page 11: Changing the Resolutions submission deadline from 90 days prior to the Annual Business Meeting to 60 days prior to the Annual Business Meeting
- Article IV, Section 4, page 12: Changing the Nomination submission deadline from 90 days prior to the Annual Business Meeting to 60 days prior to the Annual Business Meeting
- Article IV, Section 5, page 12: Granting the Board of Directors the power to remove a board member for cause by a majority vote of the board.
On behalf of the 2019-2020 NAMI Board of Directors, we thank you for your time and thoughtful deliberation of this Plan to Migrate.
We welcome your thoughts, comments and any questions that you may have pertinent to this Resolution and these documents as presented.
Please address your communication to firstname.lastname@example.org and we will make every attempt to address your question in a timely manner.
Steve Pitman, chair, Governance Committee
Adrienne Kennedy, President
NAMI Board of Directors