THE BYLAWS OF NAMI LANSING, INCORPORATED
1.1 The name of this organization is "NAMI Lansing, Inc." and may be referred to as "NAMI Lansing." The National Alliance on Mental Illness, Lansing.
1.2 NAMI Lansing's tag line is "The Tri-County's Voice on Mental Illness."
1.3 NAMI Lansing, Inc. is a local affiliate of NAMI Michigan, Inc. CNAMI Michigan"), and NAMI, Inc. ("NAMI").
1.4 NAMI Lansing is a 501(c)(3) nonprofit, nonstock, membership basis, volunteer corporation organized and operating under the Michigan Nonprofit Corporations Act, MCL 450.2101 et seq.
2. MISSION AND VISION
2.1 Mission: NAMI Lansing is dedicated to improving the lives of individuals and families who are affected by neurobiological brain disorders through support, education, and advocacy.
2.2 Vision: NAMI Lansing exists to build a community of support. NAMI Lansing reaches out with compassion to persons with mental illness and their families who may feel alone, overwhelmed, or hopeless, to connect them to resources, support, and hope. NAMI Lansing recognizes the depth of love required when dealing with mental illness.
3.1 An individual, or a family of individuals living in one household, that pays dues in accord with
NAMI Lansing's policies can maintain a membership in NAMI Lansing.
3.2 An individual or family constitutes one member for the purposes of dues and voting.
3.3 Each individual or family membership has one and only one vote for purposes of any matter at a meeting subject to a vote.
3.4 Individual and individual family members in good standing are eligible to hold office.
3.5 Control of NAMI Lansing rests with the individual and family members. Any action of the Board of
Directors is subject to review and approval by a majority of the membership present at a meeting. Any member may request that any motion or action be tabled or rescinded by a majority of the membership at a regular meeting or at a special meeting.
3.6 Membership in NAMI Lansing includes membership in NAMI Michigan and NAMI.
3.7 An individual may become a member through an "Open Door" policy, at the discretion of the Michigan Affiliate, which allows the individual to become a member for a reduced dues payment based on income or economic necessity. "Open Door" members shall have all the rights and privileges of members who pay full dues.
3.8 NAMI Lansing annually may recognize as "Honorary Members" individuals and organizations in the community for their service to consumers, or to the NAMI organization.
4.1 Each member shall pay dues yearly as established and directed by NAMI.
5. BOARD OF DIRECTORS
5.1 The Board of Directors consists of up to six officers, plus any number of board members-at
5.2 The officers are the president, first vice-president, second vice-president, treasurer, recording secretary, and communications secretary.
5.3 A majority of the officers may elect any number of board rnembers-at-larqe from members of
NAMI Lansing to serve concurrent terms with the officers.
5.4 The Board of Directors may engage in any action within the scope of NAMI Lansing's Mission
5.5 In case of situations requiring action by NAMI Lansing between regularly scheduled business meetings, the President may act on behalf of the Board of Directors, subject to ratification by the Board of Directors at the next scheduled meeting.
6. DUTIES AND SUCCESSION OF OFFICERS
6. 1 The President presides at meetings, is the Chair of the Board of Directors, appoints committees and chairs, directs activities of the committees, and performs executive leadership functions for NAMI Lansing.
6.2 The First Vice President shall act as the President when the President is absent and shall assist the President as directed.
6.3 The Second Vice President shall assist the President as directed.
6.4 The Treasurer shall conduct the financial affairs and maintain the financial records of NAMI Lansing and report the financial status of NAMI Lansing to the Board of Directors as directed by the President by way of a budget, usually monthly with an annual report.
6.5 The Recording Secretary shall keep the minutes of NA~I Lansing meetings and act as Treasurer when necessary.
6.6 The Corresponding Secretary shall conduct general correspondence, maintain a record of correspondence, clippings and other reference material, and act as Recording Secretary when necessary.
6.7 Presidential Succession. In the permanent absence or permanent incapacity of the President,
the First Vice President, the Second Vice President, the Treasurer, the Recording Secretary, and the
Communicating Secretary shall succeed in turn to the Presidency.
7. ELECTION OF OFFICERS
7.1.1 Officers are nominated by a three-member Nominating Committee that is appointed by the president at least 8 weeks before the election and includes at least one member, if available, who is a past president of NAMI Lansing.
7.1.2 After securing the consent of the nominees to serve if elected, the Nominating Committee prepares a slate of candidates for election to office. The slate is presented to the membership at least 4 weeks before the election.
7.1.3 Nominations for officers are permitted from the floor at the Annual Membership Meeting if the nominee is a member in good standing and has agreed to serve if elected.
7.2.1 All members in good standing may vote.
7.2.2 A simple majority vote of members decides the election.
7.2.3 New officers assume their duties immediately.
7.2.4 Voting occurs at the Annual Membership Meeting.
8. TERM OF OFFICE
8.1 An officer's regular term of office is one year and continues until the election of a successor.
8.2 The Board of Directors may replace any director or officer who has failed to attend three consecutive board meetings. After giving reasonable notice to the director or officer involved, the Board of Directors may declare the office vacant.
8.3 The Board of Directors may elect replacements to fill vacant officer and director positions, except for the office of president, which proceeds by designated succession.
9. BOARD MEETINGS
9.1.1 Meetings are held monthly throughout the year from September through June, but generally not during July and August. )
9.1.2 The time and place of meetings will be set by the President in consultation with the Board.
9.1.3 Prior notice of the time and place of scheduled meetings will be given by any reasonable and convenient means to notify interested members.
9.1.4 An annual membership meeting will be held for the election of officers and may be scheduled to be held around the end of the fiscal year or any other convenient time as the Board deems appropriate.
9.1.5 Special meetings may be called by the President, the Board of Directors, or on request of five or more members.
9.2 FORMAT OF MEETINGS
9.2.1 The President or other presiding officer will call the meeting to order and determine whether a quorum exists.
9.2.2 The presiding officer will present an agenda at the beginning of each meeting.
9.2.3 The agenda should at least include the following: (1) reading and approval of minutes from previous meeting, (2) reports of officers and committees, (3) unfinished business, (4) new business, (5) adjournment. Additional matters may be added to the agenda at a meeting by motion.
9.2.4 In the absence of any objection, the presiding officer may vary the order of business.
9.2.5 Minutes of the meeting will be taken and may be published and distributed to interested individuals.
9.3 VOTING AT MEETINGS:
9.3.1 Any member of NAMI l.ansinq present at a meeting may move, second, or vote on a matter requiring a vote.
9.3.2 Motions require a simple majority of members present at a duly convened meeting with a quorum to pass.
9.3.3 A quorum consists of five board members of whom at least three are officers.
9.3.4 Proxy voting is permitted by an absent member submitting a signed note designating another member to vote the absent members vote at the meeting. The signed note must be filed with the Recording Secretary.
9.4 VIRTUAL MEETINGS AND VOTING
9.4.1 NAMI Lansing may conduct its meetings virtually, including voting, using any form of remote
electronic communication as circumstances may require; if all participants can effectively communicate with the other participants. Any action permitted or required by the board, including voting, may be taken at such a meeting. Participation in such a meeting constitutes attendance at the meeting. Furthermore, on notice to all board members and after opportunity to be heard, voting on any motions that require expedited attention is permitted using any form of electronic communication as circumstances may require.
10. AUTHORIZATION TO SPEND FUNDS
10.1 All funds raised by NAMI Lansing will be used for NAMI Lansing activities and programs as approved and directed by the Board of Directors.
I 0.2 The Treasurer is authorized to pay as much as budgeted in a given month for any valid expenses.
I 0.3 For unbudgeted items, the Board of Directors may authorize expenditures as necessary for any expenses deemed appropriate to the mission of NAMI Lansing.
11.1 The Board of Directors may create standing committees as needed, such as committees concerned with nominations for office, membership, fundraising, and publicity.
11.2 The Board of Directors may create special committees as needed.
11.3 Any NAMI Lansing member can chair a committee. Any member may nominate a chair for any committees for approval by the Board of Directors.
11.4 At its discretion, the Board of Directors may form or dissolve any committee.
12. FISCAL YEAR
12.1 The fiscal year begins July 1 and ends June 30.
13. NAMI NAME AND LOGO
13.1 NAMI Lansing acknowledges that NAMI controls the use of the name, acronym and logo of
NAMI and that its use by NAMI Lansing shall be in accordance with NAMI policy.
13.2 Upon termination of NAMI Lansing's affiliation with NAMI, NAMI Lansing's use of the name
NAMI and any associated logo or acronyms shall cease.
14.1 It shall be the policy of NAMI Lansing to provide equalmembership/employmentlservice opportunities to all eligible persons without regard to race, religion, color, national origin, citizenship, age, sex, marital status, parental status, handicap, membership in any labor organization, political affiliation, and, for employment only, height, weight, and record of arrest without conviction.
15. PARLIAMENTARY AUTHORITY
15.1 Robert's Rules of Order shall govern the conduct of business where they apply and where they do not conflict with these Bylaws.
16.1 A majority of the Board of Directors may amend these Bylaws at a meeting scheduled at least four weeks after providing notice of the proposed amendment to members.
16.2 Any member may propose an amendment to these Bylaws.
16.3 A record shall be kept of all amendments to these Bylaws of NAMI Lansing.
17. INFORMATION CONTROL AND PRIVACY
17.1 The membership list of NAMI lansing is confidential. Access to this list is limited to Officers, the Board of Directors, and other members who are authorized by the Board of Directors to access the list
18. INDEPENDENCE OF NAMI LANSING
18.1 NAMI Lansing 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.
19.1 NAMI Lansing will indemnify a volunteer director, officer, volunteer, agent, or an employee of NAMI Lansing for all acts or omissions for such people, if all of the following are met: (1) the volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority or duty, (2) the volunteer was acting in good faith, (3) the volunteer's conduct did not
amount to gross negligence or willful and wanton misconduct, (4) the volunteer's conduct was not an
intentional tort, (5) the volunteer's conduct did not violate the NAMI Code of Conduct. and (6) the volunteer's conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed under MCl 500.3135. The source, scope, and limits for this indemnification will arise from an insurance policy that NAMI lansing has obtained for this purpose and as provided by Michigan law regarding such coverage for Michigan nonprofit corporations, which includes recovery of indemnification payments for conduct that ultimately does not meet the standard of conduct as stated above.
20. DISPUTE RESOLUTION
20.1 Disputes among Individual Members of NAMI Lansing
20.1.1 In the event of a dispute between individual members of NAMI Lansing involving NAMI Lansing, each party to the dispute or a representative for the party may present the dispute to the President of NAMI Lansing. The President will investigate the dispute and work with the parties or representatives to reach a resolution. If the dispute cannot be resolved to the satisfaction of the parties involved within sixty (60) days of the receipt of the notice of the dispute, the dispute will be referred to the Board of Directors of NAMI Lansing for discussion. In the event the dispute cannot be resolved within ninety (90) days of receipt of the initial notice of dispute, the dispute will be brought
to the Board of Directors of NAMI Michigan to provide a final and binding resolution.
20.2 Disputes among Members and NAMI Lansing.
20.2.1 In the event of a dispute between members of NAMI Lansing and NAMI Lansing, involving NAMI Lansing, each party to the dispute or a representative for the party may present the dispute to the President of NAMI Lansing. The President will investigate the dispute and work with the parties or representatives to reach a resolution. If the dispute cannot be resolved to the satisfaction of the parties involved within sixty (60) days of the receipt of the notice of the dispute. the dispute will be referred to the Board of Directors of NAMI Michigan for discussion. In the event the dispute cannot be resolved within ninety (90) days of receipt of the initial notice of dispute, the NAMI Board of Directors of NAMI Michigan will provide a final and binding resolution.
20.3 Disputes among NAMI Lansing and other Affiliates
20.3.1 In the event of a dispute among NAMI Lansing and other affiliates, each party to the dispute or a representative for the party may present the dispute to the President of NAMI Michigan. The President will investigate the dispute and work with the parties or representatives to reach a resolution. If the dispute cannot be resolved to the satisfaction of the parties within sixty (60) days of the receipt of the notice of the dispute, the dispute will be referred to the Board of Directors of NAMI Michigan for discussion. In the event the dispute cannot be resolved within ninety (90) days of
receipt of the initial notice of dispute, the Board of Directors of NAM I Michigan will provide a final and
20.3.2 Proposed resolution of disputes shall be consistent with the laws of the State of Michigan and these Bylaws.
21.1 Upon dissolution of NAMI Lansing, all assets remaining after the payment of all debts and obligations shall be distributed to NAMI Michigan or in the event of its dissolution, to NAMI. If neither organization is in existence or is not then exempt within the meaning of 501(c)3 of the Internal Revenue Code, then to any other similar organization whose activities are exempt within the meaning of 501(c)(3) of the Internal Revenue Code, as amended.
22,1 The undersigned duly elected President, Vice-President(s), Secretary, and Treasurer of NAMI Lansing hereby attest that on December 4, 2018 these Bylaws were adopted in this form, without amendment, by a simple majority of members as provided by the previous Bylaws,
DATE OF ATTESTATION: DECEMBER 4,2018
THESE BYLAWS REPLACE AND SUPERSEDE ALL PREVIOUS BYLAWS OF NAMI LANSING.
THESE BYLAWS WERE FIRST AMENDED AFTER ADOPTION IN JANUARY 2010.
THEY ALSO WERE AMENDED ON JUNE 20,2011, MARCH 4, 2014, APRIL 4,2017, JUNE 5,
2018. AND DECEMBER 4,2018