BYLAWS OF NAMI COLUMBIA COUNTY, NY, Inc.
NAMI Columbia County, NY, Inc.’s mission is to champion justice, dignity and respect for all individuals, families and friends affected by mental illness in Columbia County. We strive through education, advocacy and support to eliminate stigma and effect positive change to improve the lives of people with mental illness.
The name of the Corporation shall be NAMI Columbia County, NY, Inc.
NAMI Columbia County, NY, Inc. recognizes that NAMI controls the name, acronym, and logo NAMI.
Their uses shall be in accordance with NAMI policy, and upon termination with NAMI, the uses of the name, acronym and logo shall cease.
Definition: A Member is:
A person with a mental illness, or
A relative of a person with a mental illness, or
A friend of a person with a mental illness, or
A supporter of NAMI Columbia County, NY, Inc.
A Member is an individual or a family of individuals living in one household that is counted as one for the purpose of paying dues and voting. A member accepts the missions of NAMI Columbia County, NY, Inc., NAMI-NYS and NAMI. A member shall pay annual dues to NAMI online or to NAMI Columbia County, NY, Inc. Dues shall be established by the NAMI Board of Directors.
Members may become members through an “Open Door” policy that allows for reduced dues payment. “Open Door” Members are defined by income or economic necessity at the discretion of the President and Treasurer.
“Open Door” Members shall have all the rights and privileges of members who pay full dues.
Voting rights: Each Member shall be entitled to cast one vote in person upon each matter submitted to a vote at a meeting of members. Proxy vote is permitted.
Non-discrimination: NAMI Columbia County, NY, Inc. shall not discriminate against any person or group of persons on the basis of race, ethnicity, culture, language, national origin, geographic origin, age, disability, gender, sexual orientation, gender expression, education, religion, faith, socio-economic status or lived experience.
Good Standing: For purposes of voting, a Member shall be defined as in “good standing” as one who has paid dues in the past year.
The fiscal year shall be from January 1 through December 31.
Affiliate organizational dues shall be set by NAMI-NYS Board of Directors and paid annually to NAMI-NYS by April 1.
Affiliate members shall pay dues at the time of their registration or by their renewal date.
New or renewing Regular/Open Door/Household Members may register on the NAMI website www.nami.org or with the affiliate Treasurer. The proper dues amount shall be forwarded to NAMI and NAMI-NYS.
General meeting: There shall be a general business meeting each year held in March. Notice of date, time and location of the meeting, a list of proposed nominees for Directors to be elected biennially, any resolutions proposed to be adopted, ballot forms and forms of proxy , shall be sent in writing to all members in good standing. Five percent (5%) of members, who are attending in person, by proxy or mail-in vote, shall constitute a quorum, and a Director shall be elected by the majority vote of such members.
Election and Installation of new officers will follow at the next Board meeting.
Special Meetings: Special meetings can be called by the President or by a majority of the Board of Directors. Prior notification shall be given to all members.
All meetings shall be governed by informal application of Roberts’ Rules of Orders.
BOARD OF DIRECTORS
Nomination Process: Nominations for Directors shall be submitted by any Member to the Board in writing not less than sixty (60) days prior to the Annual General Meeting biennially. The recommendations of the Board shall be submitted in writing to the general membership at least thirty (30) days prior to the Annual Meeting biennially. Election of Board Members shall be conducted by paper ballot at the Annual General Meeting biennially with proxy and mail-in votes accepted at the time of the official count.
Board of Directors shall consist of a minimum of three, not more than 9 elected members, each of whom is in good standing. Additionally, the former President shall be a non-voting member. Each elected director shall serve for a term of two years with two additional consecutive terms allowed. Directors may be re-elected by the membership after a lapse of 1 year. If a resignation, the Board may appoint a replacement to complete the term. Officers will be elected by the Board.
Duties: Board of Directors shall be responsible for defining the corporation’s mission and for providing overall leadership and strategic direction to the corporation. In carrying out its duties, the Board of Directors shall actively set policy and ensure that the corporation has adequate resources to carry out its mission. It shall annually evaluate the effectiveness of programs in light of its mission. All Board members are expected to be active advocates and participate on at least one committee. They should provide NAMI-CC, NY with dedication, skills and resources to further its goals and objectives.
Board members have an obligation to conduct business in such manner to avoid actual or potential conflicts of interest. All Board members are required to sign the NAMI Columbia County, NY Conflict of Interest disclosure form annually. Failure of new or current Board members to sign this form within thirty (30) days of receipt will result in automatic dismissal from the Board.
Removal: Board Members must attend or call in for every Board Meeting or be excused. Any Board Member who shall have been absent from two (2) consecutive meetings of the Board of Directors shall automatically vacate the seat on the Board and the vacancy shall be filled as provided by the Bylaws: however, the Board shall consider each absence of a Board Member as separate circumstances and may expressly waive such absences by a two-thirds (2/3) vote of the Members present at the Meeting. Board Members who are unwilling or unable to fulfill the duties required of them will be subject to dismissal by a two-thirds (2/3) vote of the Board Members present at a Board Meeting.
BOARD OF DIRECTORS’ MEETINGS
The Board of Directors shall meet quarterly; time and place to be designated by the President.
Special Meeting of the Board of Directors may be called by the President or majority of the Board. All board members shall be notified.
Quorum: a majority of Board of Directors 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 elsewhere in these bylaws.
All Members may attend Board of Directors’ meetings in a non-voting capacity, and may speak with the Chair’s permission on items before the Board. A minimum of 15 minutes shall be set aside at each meeting to hear from members who wish to share ideas or express concerns.
Only members of the Board of Directors may attend Executive Sessions called by the President.
Proxy voting at Board meetings shall be permitted.
Executive Committee shall be comprised of President, Vice President, Secretary, & Treasurer.
In the interim between Board of Directors’ Meetings, the Executive Committee shall have all powers of the full Board except for (i) the adoption of substantially new policies, programs or strategic directions, (ii) commitments to join coalitions, alliances or partnerships previously rejected by the Board or contrary to the established Board policies, (iii) approval of expenditures in excess of $500, (iv) the election or removal of officers, (v) amendment to bylaws or certificate of incorporation. The President and two officers of the Committee shall constitute a quorum. All actions shall require a consensus.
The Committee will keep minutes at all meetings and shall report them at the next Board of Directors’ Meeting for approval or ratification.
Other Committees not having and exercising the authority of Board of Directors and not necessarily having a Director as a member may be designated by resolution adopted by a majority of the Directors in office.
Any unallocated expenditure of committees must be authorized by the Board first.
General: The Corporation shall have a President, a Vice President, a Secretary and a Treasurer.
Election and Term of Office: Officers shall be elected biennially by ballot in March by the Board of Directors. Proxy votes must be received by time of the official vote . Officers will be installed and begin office for a term of two years. No officer shall serve for more than 3 consecutive terms.
President: The President shall preside over all regular and Board meetings. The President shall exercise such authority and perform such duties as the Board of Directors may from time to time assign. Should the need arise for committees, the President will appoint a committee chair.
Vice-President: In the event of death, absence, incapacity, inability or refusal to act of the President, then the Vice-President shall possess the authority and perform all of the dutiesof the President.
Secretary: The Secretary shall attend all regular meetings and Board of Directors’ Meetings and record all votes and minutes of proceedings to be placed on record. Copies shall be sent to the President.
Treasurer: The Treasurer shall monitor and keep full and accurate accounts of receipts and disbursements of the corporation in books/digital form belonging to the affiliate. The Treasurer shall submit a financial report to the Board of Directors quarterly and an annual report to the membership.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Authorized indemnification. Unless clearly prohibited by law, the corporation shall indemnify any person (“Indemnified Person”) made or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the Corporation, by reason of the fact that he or she is or was a
director or officer of the Corporation. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Corporation shall have consented
to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or
actual action or proceeding, and any appeal.
Prohibited Indemnification. The Corporation shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions
are the basis for the proceeding) establishes, or the Board of Directors in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
Determination of Indemnification. Indemnification mandated by final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court, the Board of Directors shall, upon written request by the Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these by-laws. Before such indemnification can occur the board of Directors must explicitly find such indemnification will not violate the provisions of section II of this Article. No Director with a personal interest in the outcome, or who is party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in the determination.
If a quorum of disinterested Directors is not obtainable, the Board of Directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these by-laws.
Binding Effect. Any person entitled to indemnification under these by-laws has a legally enforceable right to indemnification which cannot be abridged by amendment of these by-laws with respect to any event, action or omission occurring prior to the date of such amendment.
REVISION OR AMENDMENT OF BYLAWS
Revisions or amendments of these bylaws may be proposed in writing by any voting member of NAMI Columbia County, NY, Inc. A two-thirds majority of the membership voting, present in person, by proxy or mail in vote shall be required to revise or amend these bylaws biennially.
All proposed revisions or amendments shall be submitted not less than 60 days prior to March General Annual Meeting. Each member shall receive in writing from the Board of Directors all proposed revisions or amendments, together with a recommendation for adoption or rejection from the board, not less than 30 days prior to the next scheduled election of directors and the revisions and amendments shall be presented to the voting membership at such next meeting.
NAMI Columbia County, NY, Inc. shall be independent of other agencies and advocacy groups not affiliated with NAMI Columbia County, NY, Inc. or NAMI, and shall not share Bylaws, articles of
incorporation, officers or board of directors, with such other groups.
Approved by Board of Directors January 22, 2012
Approved by Membership at First Annual General Meeting March 8, 2012
Revisions approved by Board of Directors December 8, 2016
Reviewed by Scott D. Shallo, Esq. January 31, 2017
Approved by Membership at Sixth Annual General Meeting March 9, 2017
Approved by Board of Directors August 13, 2018
Approved by Membership at Education Meeting September 18, 2018