Bylaws of NAMI Sonoma County, a California Nonprofit, Public Benefit Corporation
Bylaws – Effective: June 2008
Revisited: May 2010
Revisited: August 2011
Revisited: June 2017
Revisited: December 2017
Downloadable copy: Bylaws – December 2017
ARTICLE I: Name
Section 1.1. Name. The name of the corporation shall be NAMI Sonoma County. NAMI Sonoma County acknowledges that NAMI (National Alliance on Mental Illness) controls use of the NAMI name, acronym and logo and that their use shall be in accordance with NAMI policy.
Section 1.2. Termination of Affiliation. Upon termination of affiliation with NAMI, the use of the name, acronym and logo by NAMI Sonoma County shall cease. Within 30 days of termination, NAMI Sonoma County will change its name to reflect that it is no longer connected to NAMI.
Section 1.3. Dissolution. In the event that NAMI Sonoma County should be dissolved, any assets remaining following the payment of debts and the satisfaction of liabilities shall be made to NAMI California, for tax exempt purposes in the furtherance of its education, research and advocacy objectives.
ARTICLE II: Principal And Other Offices
The principal office of the corporation is located in the city of Santa Rosa, California. The corporation may have such other offices, either within or without the County of Sonoma, as the Board of Directors may determine.
ARTICLE III: Mission
Section 3.1. Mission. NAMI Sonoma County is a nonprofit organization organized and operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The property of the corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private person.
The mission of the corporation is to build better lives for individuals and families in Sonoma County whose lives are affected by mental illness by providing education, support and advocacy.
Section 3.2. Inclusion. NAMI Sonoma County shall reach out to welcome the community at large through recruitment, education and awareness activities and embrace the broadest possible diversity and inclusivity in membership and leadership.
Section 3.3. Independence. NAMI Sonoma County shall be independent of other agencies and advocacy groups not affiliated with NAMI (National Alliance on Mental Illness), and shall not share bylaws, articles of incorporation, or board of directors with other groups.
ARTICLE IV: Membership
Section 4.1. Eligibility for Membership. Any person who has a mental illness or has a friend or family member suffering from a mental illness is eligible for membership. A member may be one individual or a household (consisting of two or more individuals living at the same address, even if they are not related as family) that pays annual dues and is counted as one for the purposes of notices, paying dues and voting. NAMI Sonoma County acknowledges that NAMI requires a minimum of five members at all times.
Section 4.2. Membership Rights and Privileges. By virtue of paying annual dues, an Individual, Household or Open Door member (as provided in Section 4.3) is automatically also a member of NAMI and NAMI California. Members elect the Board of Directors and amend the Bylaws. By virtue of paying annual dues, members are automatically also members of NAMI and NAMI California.
Section 4.3. Dues. Dues are established by NAMI. Members may pay dues as individuals, paying standard dues or reduced dues through NAMI’s “Open Door” policy allowing for a reduced dues payment should standard dues not be a financially viable option. Open Door members are entitled to the same rights and privileges as members who pay standard dues. Members may also pay dues as members of a household, which applies to two or more individuals living in the same household whether or not they are related as family. Household members will be counted as one for the purpose of voting.
Section 4.4. Non-Discrimination. NAMI Sonoma County shall not discriminate against any person or group of persons on the basis of race, ethnicity, culture, language, national origin, age, disability, gender, sexual orientation, gender expression, education, religion, faith, socio-economic status or lived experience.
ARTICLE V: Member Meetings
Section 5.1. Place. Meetings of the membership shall be held at any place within Sonoma County designated by the Board of Directors. In the absence of any such designation, Members’ meetings shall be held at the principal office of the corporation.
Section 5.2. Annual. An annual meeting of the members shall be held in May of each year, at a time and place selected by the Board of Directors, unless the Board of Directors fixes another date or time.
Section. 5.3. Special. The Board of Directors, or 50% of the Membership, may call a special meeting at the time, date and location of their choice.
Section 5.4. Notice. Members shall be informed of the date, time and place of any meeting by the Secretary at least ten days prior to the date of the meeting.
Section 5.5. Quorum. Twenty-five percent (25%) of the members shall constitute a quorum for any meeting at which a vote is to be taken. If, however, the attendance at any meeting of the members, whether in person or by proxy, is less than a majority of the voting power of the members, the members may vote only on matters for which general advance notice was given. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some members, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Section 5.6. Conduct of Meetings. All NAMI Sonoma County membership meetings are open to all Members and the general public. Meetings shall be facilitated by the President, or by a designated representative.
Section 5.7. Adjournment. Any meeting of the Members, whether or not a quorum is present, may be adjourned by the vote of the majority of the Members represented at the meeting, either in person or by proxy. But in the absence of a quorum, no other business may be transacted at the meeting.
Section 5.8. Voting
- Eligibility to Vote. All members in good standing on the record date shall be entitled to vote at any meeting of Members.
- Manner of Casting Votes. Voting may be by voice or ballot, provided that any election of directors must be by ballot if demanded by any member before the voting begins.
- Number of Votes. Each member entitled to vote may cast one vote on each matter submitted to a vote of the members. Where the member is a Household, the Household’s “Primary Member,” as designated with NAMI California, will cast the membership vote; the corporation will not count any vote from a Household if more than one person casts a vote.
- Approval by Majority Vote. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting shall be considered the act of the Members, unless the vote of a greater number is required under the California Nonprofit Corporation Law or by the Articles of Incorporation.
Section 5.9. Action by Written Consent without a Meeting. Any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice if written ballots are received from a number of members at least equal to the quorum applicable to a meeting of members. All such written ballots shall be filed by the Secretary and maintained in the corporate records. All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.
Section 5.10. Meeting Notices, Agendas, and Minutes. The Secretary will prepare and distribute meeting notices and other materials to NAMI Sonoma County Members and others on the mailing list.
Section 5.11. Record Date.
- To be determined by the Board of Directors. For purposes of establishing the Members entitled to receive notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights in any lawful action, the Board of Directors may, in advance, shall fix a record date no more than 60 nor fewer than 10 days before the date of any such meeting, nor more than 60 days before action without a meeting. Only Members of record on the dates fixed are entitled to notice and to vote except as otherwise provided in the Articles of Incorporation, by agreement or in the California Nonprofit Corporation Law.
- Failure of Board to Determine Date. If not otherwise fixed by the Board of Directors, the record date for determining Members entitled to notice of meeting of Members shall be the business day preceding the day on which notice is given or, if notice is otherwise fixed by the Board of Directors, the record date for determining members entitled to vote at the meeting shall be the day on which the meeting is held. For purposes of this paragraph, a person holding a membership at the close of business on the record date shall be a Member of record.
Section 5.12. Proxies.
Each Member entitled to vote shall have the right to do so either in person or by a written proxy, signed by the person and filed with the Secretary.
ARTICLE VI: Election of Board of Directors
Section 6.1. Nominations.
- Election of Board members shall be conducted in conjunction with the annual meeting of members.
- Prior to a meeting of members at which directors are to be elected, the President shall name a Nominating Committee, which shall begin a selection process for a slate of directors to serve the following year. The names of all nominees approved by the Board of Directors shall be included in the notice of any meeting at which directors are to be elected.
- Any member present at a meeting of the Members at which directors are to be elected may nominate one or more directors from the floor during the meeting.
Section 6.2. Vote Required to Elect Directors. Candidates receiving the highest number of votes shall be elected as directors.
ARTICLE VII: Board of Directors.
Section 7.1. General Powers. The Board of Directors shall be the policy making and managing body of the corporation, vested with the full power to conduct its business, subject to the laws of California, including the California Nonprofit Corporation Law, these Bylaws and the mandates of the general membership.
Section 7.2. Number of Directors and Qualifications. The Board of Directors shall have at least eight members but no more than fifteen members, with the exact number of directors to be fixed by action of the Board of Directors. Directors must be residents of the State of California and voting members of the corporation.
Section 7.3. Election and Term of Office of Directors. Directors shall be elected at each annual meeting of the Members; however, if an annual meeting is not held or the directors are not elected at an annual meeting, they may be elected at any special members’ meeting held for that purpose. Each director, including a director elected to fill a vacancy or elected at a special Members’ meeting, shall hold office until expiration of the term for which elected, and until a qualified successor is elected.
The term of office for all directors shall be two years and shall begin at the close of the NAMI Sonoma County annual meeting. The director terms shall be staggered. Directors are eligible for reelection or reappointment, but may serve no more than three consecutive two-year terms. Directors who have served three consecutive two-year terms agree to at least a one-year gap in service on the Board of Directors.
Section 7.4. Removal of Directors. 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 regular meetings of the Board of Directors without just cause, as determined by the Board of Directors, shall automatically vacate the seat on the Board and the vacancy shall be filled as provided by these Bylaws; however, the Board shall consider each absence of a Board Member as a separate circumstance and may expressly waive such absence 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 two-thirds (2/3) vote of the Board members present at a Board meeting.
Section 7.5. Director Conflict of Interest. All board members are required to sign the NAMI Sonoma County 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.
Section 7.6. Director Vacancies. If a vacancy occurs on the Board for any reason, the Board by majority vote may appoint a candidate who shall serve for the unexpired portion of the term of the vacating director. Directors serving in temporary appointments will be put to vote before the full membership at the next Annual Meeting. A director so appointed shall be eligible to serve additional terms as a director, to the maximum allowed by these Bylaws.
Section 7.7. Place of Meetings. Meetings of the Board of Directors may be held at any place within Sonoma County that has been designated by the President. In the absence of such designation, regular meetings shall be held at the principal office of the corporation. Special meetings of the Board of Directors may be held at any place within Sonoma County, as designated in the notice of the meeting.
Section 7.8. Annual Director Meetings. Immediately following each annual meeting of members, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers and the transaction of other business. Notice of this meeting is not required.
Section 7.9. Regular Director Meetings. The Board of Directors meets at least quarterly.
Section 7.10. Special Director Meetings. The President or a majority of directors may call special meetings of the Board of Directors at any time. The Secretary shall distribute notices of the special meeting to each director by (a) personal delivery of written notice, (b) first-class mail, postage paid, (c) telephone, including voice messaging system or other system or technology designed to record and communicate messages, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director, by (d) fax, (e) email, or (f) other electronic means. Bylaws of the corporation may be revised at a special meeting.
All such notices shall be given or sent to the director’s address or telephone number as shown on the corporations’ records. Notices sent by first class mail shall be deposited in the U.S. mail at least four days before the time set for the meeting. Notices given by personal delivery, telephone or email shall be delivered, telephoned or sent, respectively at least 48 hours before the time set for the meeting. The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office.
Section 7.11. Telephone Meetings. Members of the Board of Directors may participate in a meeting through the use of conference telephone, video screen or similar communications equipment, so long as all directors participating in such meeting are identifiable and able to communicate concurrently with all other participating directors. Participation in such a meeting shall constitute personal presence at the meeting.
Section 7.12. Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business. The action of a majority of the directors at any meeting at which a quorum is present, when duly assembled, is valid as a corporate act, subject to the provisions of the California Nonprofit Corporation law. These include, without imitation, those provisions relating to (a) approval of contracts of transactions in which a director has a direct or indirect material financial interest, (b) creation of an appointment to committees of the Board of Directors and (c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Section 7.13. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time or place. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of adjournment.
Section 7.14. Action Without a Meeting. Any action can be taken without a meeting if all members of the Board of Directors consent in writing to such action. Writing may include handwriting, typed, fax and email. Such consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as any other validly approved action of the Board of Directors.
Section 7.15. Fees and Compensation of Directors. All directors and members of committees of the Board of Directors shall serve without compensation. Directors and committee members may receive reasonable reimbursement for expenses incurred in the performance of such duties, as fixed or determined by the Board of Directors.
ARTICLE VIII: Board of Directors Committees.
Section 8.1. Creation of Committees. The Board of Directors, by vote of a majority of the directors then in office, may create one or more committees, each consisting of one or more directors. The Board of Directors may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee shall have all of the authority of the Board of Directors, to the extent provided in the resolution creating such committee, except that no committee may:
- Take any final action on any matter that, under the California Nonprofit Corporation law, also requires approval of the members or approval of a majority of all members;
- Fill vacancies on the Board of Directors or any committee of the Board of Directors;
- Amend or repeal bylaws or adopt new bylaws;
- Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable;
- Create any other committees of the Board of Directors or appoint the members of committees of the Board of Directors;
- Approve any transaction (a) to which the corporation is a party or one or more directors have a material financial interest; or (b) between the corporation and one or more of its directors or between the corporation or any person in which one or more of the directors have a material financial interest.
Section 8.2. Meetings and Actions of Committees. The meetings and other actions of any Board committee shall be governed by the provisions of these Bylaws, except that the time for general meetings of such committee and the calling of special meetings of such committee may be set either by Board resolution or, if none, by resolution of the committee. Minutes of each committee meeting shall be kept and filed with the corporate records. The Board of Directors may adopt rules for the governance of any committee as long as the rules are consistent with these Bylaws.
Section 8.3. Committees.
- Executive: The Executive Committee shall consist of the President, Immediate Past President, other officers and/or Committee chairs and the Executive Director. The Executive Committee shall exercise all powers of the Board of Directors between meetings of the Board. All proceedings of the Executive Committee shall be presented to the full Board at its next meeting for inclusion in the official minutes of the Board. The Executive Committee guides development, review and authorization of personnel policies and procedures and assist the Executive Director with leadership and management matters.
- Standing: The President shall appoint all standing committees, with the approval of the Executive Committee. There shall be a Bylaws Committee for receipt and review of proposed amendments.
- Other: The President shall appoint all other committees with approval of the Executive Committee.
ARTICLE IX: Officers
Section 9.1 Officers. The officers of the corporation shall be President, Vice President(s), Secretary and Treasurer and such other officers with such titles and duties as shall be determined by the Board of Directors and as may be elected in accordance with the provisions of this Article. A single individual may hold more than one office, provided that the Secretary and/or Treasurer do not also serve concurrently as President. Officers shall be members of the Board of Directors.
Section 9.2. Election of Officers. Officers of the corporation shall be elected annually by the Board of Directors at the Directors’ regular meeting following the annual meeting of members. Officers shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors are elected.
Section 9.3. Officer Terms. The term of office for elected officers shall be two years.
Section 9.4. Resignation of Officers. Any officer may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective.
Section 9.5. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.
Section 9.6. Responsibilities of Officers.
- The President shall preside at all meetings of the members and all meetings of the Board of Directors. The President shall serve as ex-officio member of all committees except the nominating committee. The President shall work in partnership with the Executive Director to ensure board resolutions are carried out, will appoint all committee chairs, and act as an alternate spokesperson for the organization The President shall have such other posers an duties as may be prescribed by the Board of Directors or these Bylaws.
- Vice President.The Vice President shall perform such duties and exercise such authority as may be assigned by the President. Should the President resign, be removed from office, become incapacitated or be unable to fulfill his/her duties, that authority will fall to the Vice President who shall become the Acting President. Upon assuming the role, the Acting President shall call a Special Meeting of the Executive Committee. The Executive Committee will determine if the Acting President should remain in the role as Acting President in a situation where the President’s incapacity is temporary or if the position of President should be filled for the remainder of his/her term. The Vice President(s) shall understand the responsibilities of the President and be able to perform these duties in the President’s absence, and when so acting shall have all the powers of and be subject to all the restrictions placed on the President.
- The Secretary shall identify those present, record all votes taken and author a brief summary of issues discussed at Executive and Board meetings. The Secretary will submit meeting minutes within fourteen (14) days of each meeting for distribution, Board approval and to be filed as a permanent record.
- The Treasurer shall be responsible for overseeing the process for keeping and maintaining adequate and correct books and records of accounts of the properties and business transactions of the corporation. This shall include accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans and make financial information available to Board members and the public The Treasurer shall make a report at each Board meeting.
- Other Duties.Officers shall have such other duties as are ordinarily and customarily incumbent upon their positions, and such other duties as may be determined by the Board of Directors.
ARTICLE X: Reports and Records
Section 10.1. Annual Report. Except as otherwise permitted by the California Nonprofit Corporations Code, the Board of Directors shall make available an annual report to the Members and directors within 120 days after the end of the corporation’s fiscal year. The report shall contain the following information, in reasonable detail:
- Assets and liabilities including trust funds of the corporation at the end of the fiscal year;
- Principal changes in the corporation’s assets and liabilities including trust funds, during the fiscal year;
- Corporation’s revenue or receipts, both unrestricted and restricted to particular purposes for the fiscal year;
- Corporation’s expenses or disbursements, for both general and restricted purposes, during the fiscal year;
- Any information required by California Corporations Code Section 6322.
Section 10.2. Directors’ Right to Inspect. Every director shall have the right at any reasonable time to inspect the corporation’s books, records, documents of every kind and physical properties. The inspection may be made in person or by the Directors’ agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
Section 10.3. Members’ Right to Inspect Accounting Records and Minutes. Upon the written demand of the corporation any member may inspect, copy and make extracts of the accounting books and records and the minutes of the proceedings of the members, Board of Directors and committees of the Board of Directors at any reasonable time, provided that the purposes are reasonably related to the activities or purposes of the corporation as determined by the Executive Committee.
Section 10.4. Access to Member Records. Any member of the corporation may request access to member records for the purpose of distributing a mailing to the full membership, provided that the mailing is reasonably related to the activities or purposes of the corporation as determined by the Executive Committee. The member’s demand must be submitted in writing, state the purpose for which this right is requested, and allow five business days for a response from the corporation. The member shall prepare the mailing and pre-pay postage. The corporation staff will then add member names and addresses to the provided envelopes before mailing the reasonably relevant mailing to the full membership.
ARTICLE XI: Fiscal Administration
Section 11.1 Fiscal Year. The fiscal year of the corporation shall be July 1 – June 30, but may be changed by resolution of the Board or Directors.
Section 11.2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall be determined by resolution of the Board or Directors.
Section 11.3. Contracts. The Board of Directors may authorize any officer(s) or agent(s) of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.
ARTICLE XII: Indemnification And Insurance
Section 12.1. Indemnity. NAMI Sonoma County officers and directors shall be indemnified to the fullest extent provided by law for actions taken in service to the organization, except for any actions taken in service to the organization, except for any action determined by the Board of Directors to have been taken in bad faith. The Board of Directors has the authority to indemnify any employees and agents of the organization to the fullest extent provided by law for actions taken in service to the organization, except for any action determined by the Board of Directors to have been taken in bad faith.
In any suit or legal action, the Board of Directors shall have the authority to advance legal fees and other costs incurred by an indemnitee. If any such suit or action results in a determination of bad faith, indemnitee shall reimburse NAMI Sonoma County for an advanced fees and costs.
Section 12.2. Insurance. The Corporation shall purchase and maintain liability insurance as well as an insurance policy on behalf of its Directors, officers, employees, and other agents, against any liability asserted against or incurred by any Director, officer, employee, or agent in such capacity or arising out of the Director’s, officer’s, employee’s, or agent’s status as such.
ARTICLE XIII: Amendments to Bylaws
Except as otherwise required by the California Nonprofit Corporations Code, these Bylaws may be altered, amended or repealed and new bylaws adopted with approval from the majority of members. Bylaws of the corporation may be revised at a special meeting of the members.
These Bylaws were adopted at a meeting of the Board of Directors by majority vote in December, 2017 and last amended on December 4, 2017.
Signature: David L. Hall, Secretary Date