For the 2022 Elections, the below amendment to the current NAMI Bylaws has been submitted by the 2021-2022 NAMI Board of Directors.

NOTE: Additions to the Bylaws are designated in red text. Text that is to be deleted or replaced is designated by a strike-through.


NAMI Bylaws change to allow the NAMI Board of Directors to appoint up to two Additional Directors at their discretion to fill skill-set gaps in the Board composition.


RATIONALE: Your NAMI Board of Directors, and NAMI’s CEO, recommend to the NAMI membership a change to the composition of the NAMI Board of Directors. This recommendation does not affect the grassroots elections process. There may be certain skills, knowledge, or experience that would strategically enhance the Board’s ability to pursue NAMI’s mission. The current Board consists of 17 seats. The proposed amendments to the Bylaws would permit (but not require) the Board of Directors to appoint up to two additional directors. This change would permit the Board to address skill-set gaps in the Board composition. These Bylaw amendments add value to the NAMI Alliance. For example, the Board may see that none or few of its directors have training in professional treatment of mental illness or handling the intersection of mental illness and the criminal justice system and may therefore wish to bring that specific expertise onto the NAMI Board. The proposed changes, set forth below, are all to Article IV concerning the Board of Directors.
 
ARTICLE IV
Board of Directors
Section 1. Directors. The Board of Directors shall consist of seventeen (17) in number, including fifteen (15) regular directors elected by the membership, one (1) Peer Leadership Council director elected by the Peer Leadership Council and one (1) Executive Director Council executive director elected by the Executive Director Council (a) 15 regular directors elected by the membership, (b) one Peer Leadership Council director elected by the Peer Leadership Council, (c) one Executive Directors' Council director elected by the Executive Directors' Council, and (d) at the discretion of the Board of Directors in consultation with the CEO, up to two additional Board-appointed directors who provide the Board with desirable skill, knowledge or experience. Any action taken by the Board of Directors in compliance with Article IV hereof during any vacancy of one or more members of the Board of Directors, shall constitute the action of the Board of Directors.

Section 2. Qualifications. The Board of Directors shall be NAMI members and consist of, at least seventy-five percent (75%), persons who have or have had mental illness, or parents or other relatives thereof. Directors may serve no more than two (2) consecutive full terms. No employee of NAMI (national staff) may serve on the Board of Directors during their tenure of employment and for one (1) year thereafter. Any member of the Board of Directors who becomes a NAMI staff member during their term of office shall not continue to serve on the Board of Directors. Executive Directors of NAMI state organizations and affiliates are eligible to serve.

Section 3. Terms of Office. At each annual meeting, the membership shall elect five (5) regular directors for a term of three (3) years or until their respective successors shall have been duly elected and qualified to succeed the class of regular directors whose term will expire at the end of such meeting; at each third annual meeting, the Peer Leadership Council shall elect from its members the Peer Leadership Council director for a term of three (3) years or until his or her successor shall have been elected and duly qualified to fill the vacancy of the Peer Leadership Council director whose term shall have expired that year. Commencing in 2021 and at each third annual meeting thereafter, the Executive Director Council shall elect from its members the Executive Director Council director, elected to serve on the national board for a term of three (3) years or until his or her successor shall have been elected and duly qualified to fill the vacancy of the Executive Director Council director whose term shall have expired that year.; commencing in 2022 and following each annual meeting thereafter, the NAMI Board, in consultation with the NAMI CEO, may appoint one (1) or two (2) persons to serve for a term of one (1) year, subject every year to reappointment, and upon the expiration of an appointed director’s term, if the director is not reappointed or a new director appointed, the total number of board members shall be deemed reduced by one.

Section 4. Nominating Procedure for Regular Directors. Nominations for regular directors shall be made by Affiliates and Organizations. No Affiliate or Organization may nominate more than one individual for regular director per election. Nominations shall be in writing and forwarded to the office of the president of the corporation not less than sixty (60) days prior to the commencement of the next annual meeting. The office of the president shall submit to each voting member the name, nominator, and resume of each individual so nominated.

Section 5. Removal. Any director may be removed with cause by the affirmative vote of a majority of the directors then in office.

Section 6. Vacancy.
(1) In case of any vacancy of one (1) or more regular members of the Board of Directors not elected in accordance with subsection (2) of this section, the Board of Directors shall elect the person or persons who shall fill the vacancy or vacancies for the unexpired term or terms.
(2) In case of any vacancy of the Peer Leadership Council member of the Board of Directors, the Executive Committee of the Peer Leadership Council shall elect a Peer Leadership Council member to fill the vacancy for the unexpired term.
(3) In case of any vacancy of the Executive Director Council member of the Board of Directors, the Executive Committee of the Executive Director Council shall elect an Executive Director member to fill the vacancy for the unexpired term.
(4) In case of any vacancy of one or more of the appointed members of the Board of Directors not elected in accordance with subsection (1) or (2) or (3) of this section, the Board of Directors may appoint the person or persons who may fill the vacancy or vacancies for one (1) year.

Section 7. Peer Leadership Council. There shall be a Peer Leadership Council of persons who have or have had mental illness. Each state voting member, or if there is no state voting member in a state, then the local voting members of that state, by consensus, shall elect a person who has or has had mental illness to the Peer Leadership Council. The Peer Leadership Council shall serve in an advisory capacity to the Board of Directors and shall elect one of its members to the Board of Directors. All Peer Leadership Council members shall be members in good standing of a state or local voting member.

Section 8. Executive Director Council. There shall be an Executive Director Council of persons who are Executive Directors of NAMI state organizations or local affiliates. The Executive Director Council shall serve in an advisory capacity to the NAMI Board of Directors and shall elect one of its members to the NAMI Board of Directors. The Chair of the Executive Committee of the Executive Director Council will serve in an ex officio capacity to the NAMI Board of Directors.

Section 9. Appointed NAMI Director. There may be one (1) or two (2) persons who have the skill, knowledge, and/or experience to strengthen the NAMI Board to be selected by the NAMI Board, in consultation with the NAMI CEO, to fill any identified strategic needs.

Supplemental Documentation:
Legal Review of Potential Bylaw Changes

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