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NAMI MIAMI-DADE COUNTY BYLAWS

NAMI Miami-Dade County, INC. BYLAWS  As Amended on January 25, 2016

PREAMBLE

NAMI Miami-Dade County, Inc. (NAMI MDC) is affiliated with NAMI and NAMI Florida as a nonprofit, grassroots, self-help, support and advocacy organization of consumers, families, and friends of people with severe mental illnesses such as: schizophrenia; schizoaffective disorder; bipolar disorder; major depressive disorder; obsessive-compulsive disorder; panic and other severe anxiety disorders; Post Traumatic Stress Disorder; attention deficit/hyperactivity disorder; autism and other severe and persistent illnesses that affect the brain.
Founded in 1982, NAMI MDC participates with other local NAMI affiliates and NAMI state organizations, providing education and support, information and resources, combating stigma and discrimination, supporting increased funding for research, and advocating for adequate health insurance, housing, rehabilitation, and jobs for people with mental illnesses and their families.
NAMI MDC, in concert with other local NAMI affiliates and NAMI Florida, the Florida state organization, identifies and works on issues most important to our community and state. Individual memberships and the extraordinary work of its volunteers and leaders are the mainstays of NAMI MDC.
These bylaws were approved on April 21, 2014, and amended at the Annual Membership Meeting on January 25, 2016.

ARTICLE I. Mission

NAMI MDC is dedicated to the eradication of mental illnesses and to the improvement of the quality of life for all whose lives are affected by these diseases. We will accomplish its mission through delivering NAMI’s signature evidence based educational and support programs for families, consumers, educators and providers and the general public and the following work:

  • Serving as a mental illness information collection and dissemination center for consumers, their families, the media and the public.
  • Fostering public education to increase knowledge about mental illness.
  • Working to identify and eradicate stigma surrounding mental illnesses and discrimination towards consumers.
  • Promoting community support programs, including appropriate living arrangements linked with supportive social, vocational, rehabilitation and employment programs for consumers.
  • Influencing education of mental health and other community service providers.
  • Maintaining a continuing local liaison with other national and international mental health organizations.
  • Coordinating its local activities with state and local advocacy groups.
  • Decriminalizing mental illness in our society and in our courts.
  • Advocating for improvement of community based mental health facilities, services, care and treatment, and for residential and research programs.
  • Soliciting and receiving funds in support of the above.

ARTICLE II. Membership

1. Membership Categories. There shall be three categories of members:
a) Individual/Family Members (I/FMs) who are Voting Members.
b) Associate Members (Associates) who are Non-voting Members and belong to one of a number of Associate Classifications that may be authorized from time to time by the Board.
c) Professional Members, which level is recognized within NAMI MDC locally. These are I/FMs or Associates who have purchased an upgraded membership in order to be recognized in NAMI MDC local publications from time to time.
2. Voting members. A voting Individual/Family Member (I/FM) is defined as:
a) a person with a mental illness, or
b) a relative of a person with a mental illness, or
c) a friend or caregiver of a person with a mental illness
d) a member Clergy who has been ordained for religious service by any Faith
e) a friend of NAMI who is supportive of NAMI MDC
f) an individual mental health care professional or para-professional who is practicing in the private or public sector
3. Rights of I/FMs. An I/FM may be one individual who is over 18 or a husband and wife, or a domestic partnership of individuals that is counted as ONE for the purposes of paying dues and voting. An I/FM is in good standing while accepting the mission of NAMI MDC and having currently paid dues in the amount to be determined annually and in the manner established from time to time for voting members by NAMI unless such dues were fully or partially waived by the Board under its Open Door Policy. I/FMs in good standing may cast one vote.
4. Non-voting Associate Members. The Board from time to time may establish and revise NAMI MDC’s Associate Membership Policy governing the composition, annual dues and benefits for Classifications within this non-voting Associate category of NAMI MDC membership. Associate Classifications may include associations, institutions, foundations and corporations that support the mission of NAMI MDC, such as
a) Corporate Mental Health Care Providers such as clinics, hospitals, residential units, day care facilities, and club houses offering services in the private and public sectors.
b) Corporations and Partnerships, other than Mental Health Care Providers that are directly serving Consumers and supportive of NAMI MDC objectives.
c) Patrons who are supportive of NAMI MDC objectives and goals.
NAMI MIAMI-DADE COUNTY BYLAWS Amended January, 2016
Annual Dues. The amount of the basic membership dues for voting and non-voting classes of membership shall be reviewed and determined from time to time by NAMI.

ARTICLE III. Authority of Voting Members

1. Control. Control of the organization shall rest with the I/FMs who are the sole voting members.
2. Voting Rights. The voting members of NAMI MDC shall elect a slate of candidates for the Board of Directors, and the Board shall be accountable to them for carrying out the Mission stated in Article I. The election shall be carried out according to the stipulations of Article IV.

ARTICLE IV. Annual Meetings of the Membership

Definition of Membership. The term “membership” as used herein is understood to include only I/FMs and Professional members who are the voting members of the organization.
1. Purpose of Annual Meeting. The annual membership meeting of the organization shall be conducted in the first calendar quarter of each year, unless otherwise directed by the Board of the Directors, on such date and at a place designated by the Board. The purpose of the meeting shall be the election of a sufficient number of Regular Directors to serve on the Board for three (3) year terms as successors to those Regular Directors whose terms expire in the first quarter of that calendar year, and other such business as deemed necessary.
2. Quorum. Each I/FM will cast one vote for or against the slate of candidates stated on the Ballot provided that the number of voting members constitute a quorum of twenty (20) or more I/FMs present in person or by absentee ballot.
3. Assuming Office. The newly elected Regular Directors shall take office for their three (3) year term immediately following their election.

ARTICLE V. Special Meetings of the Membership

1. Purpose. A special meeting of the membership may be requested by written petition of ten (10) or more voting members to the Board. The petition shall state the specific reason as to why the special meeting is being called. The special meeting shall be held within thirty (30) days of receipt of the petition. Notice of the meeting shall be given to all voting members not less than fourteen (14) days prior to the meeting.

ARTICLE VI. Board of Directors

1. Purpose. The Board shall use its collective vision to establish goals and define priorities for providing education and support and for carrying out NAMI MDC’s business operations. The Board shall adopt and continuously revise a 3-year strategic plan of its goals and priorities and make that plan available to NAMI MDC members.
2. Governing Strategy. The action of the Board members, as a body, rather than the concerted efforts
NAMI MIAMI-DADE COUNTY BYLAWS Amended January, 2016
of a single individual, shall provide the oversight of every aspect of NAMI MDC’s operation: humanitarian, operational, ethical, financial, and legal.
3. Size. The Board of Directors shall consist of no more than fifteen (15) but at least eleven (11) Regular Directors all of whom shall have one vote. The immediate past President may serve on the board at the invitation of the current President, in which case he/she shall be one of the fifteen Directors referred to above, and shall have one vote. The Board shall exercise good faith in the identification of a diverse Board with respect to race, gender, sexual orientation and background. If a Consumer Council is established, the chair of it will occupy one board seat.
4. Disclosures and Covenants. All Board Members shall be required to sign certain NAMI MDC disclosure statements, including Conflict of Interest and other required forms on an annual basis. Failure of new or current Board Members to sign all required forms within 60 days of receipt will result in dismissal from the Board.
5. Qualifications of Directors. . Directors on the Board shall be NAMI members in good standing who may be voting (I/FM) members or non-voting (Associate) members. At least seventy-five percent (75%) of the Regular Directors shall be I/FMs.
6. Advisors. The Board shall strive to attract specialists such as attorneys, CPAs, business people, medical practitioners, clergy and others who possess unique skills or ideas which will enhance the capabilities of the Board. These specialists, who shall be called Advisors, shall provide their services on a pro bono basis, and shall not have voting privileges on the Board. The addition of an Advisor to the Board requires a vote of majority of the Regular Board members. The addition of such Advisors to the Board shall not require the approval of the voting membership. They serve for a period of one year, renewing for a period of an additional 1 year at the agreement of the Board and the Advisor Director.
7. Removal of Directors. With cause, the Board shall have the authority to remove any of its members, including officers. Causes for removal may include excessive absences from Board Meetings or other membership events, doing too little work, not functioning collaboratively with colleagues, or behavior in a manner which brings public disgrace or embarrassment to NAMI MDC. The Board shall so inform the member and provide a period of cure of 60 days. If the deficient areas have not been corrected, the member can be removed from the Board by at least a two-thirds (2/3) vote of the Regular Directors. A Board Member will be subject to automatic termination after missing two meetings out of six unless said Board Member is excused for cause by a 2/3rds majority of the Board.
8. Remuneration. All members of the Board of Directors shall serve without pay.
9. Regular Director Term Limits. Regular Directors may serve in no more than two (2) consecutive full or partial three (3) year terms. Such board terms will be staggered, with 1/3 of the Directors having their terms conclude each year. Each such 1/3 cohort of Directors will be referred to as a “panel,” i.e. the panel of 2016; the panel of 2017 etc. For the first year after adoption of these amended By-Laws, and in order to adopt the staggered terms, the Executive Committee will determine each Board Director’s panel classification, with the concurrence of each Board Director so affected. In occasions where a vacancy is created on the Board due to an early resignation or other unforeseen circumstance, the Board shall work in good faith to appoint a replacement Board Member who shall be duly elected at the next Annual Meeting.
NAMI MIAMI-DADE COUNTY BYLAWS Amended January, 2016
In all cases where a Board Member is appointed to fill a vacancy, said Board Member shall enjoy voting rights for all required business of the Board.
10. Nominating Committee. A Nominating Committee (NC) of a minimum of three NAMI MDC members, at least one of whom is a Board member, who have competent insight into Board of Director requirements shall be established at least 90 days in advance of the Annual Meeting and the election of new Directors. The Nominating Committee members will be approved by the Board. The NC will be responsible for determining the slate of candidates for approval by the Board to be presented to the membership at that meeting. In order to avoid a conflict of interest, NC members for a given Board election may not be considered for inclusion on the slate for that particular election.
11. Ineligibility to Serve. Relatives by blood, marriage, domestic partnership or adoption in the first degree to an employee or paid consultant of NAMI MDC are ineligible for nomination and/or service to the NAMI MDC Board.
12. Application for Service. NAMI MDC members will be solicited by email and newsletter, or other electronic media (i.e., website and official social media), to notify the NC at least 60 days in advance of the Annual Meeting of their interest to serve as Regular Directors. The NC will contact each one and inform them, in detail, of what the responsibilities of a Board member are, and determine their willingness and ability to fulfill them. Any NAMI MDC member in good standing may apply for Board Service. Each Board of Director candidate shall be interviewed by a minimum of two members of the Nominating Committee.
13. Presentation of Candidates. The Nominating Committee will identify those persons who, according to its assessment of the qualifications and capabilities which best meet the needs of NAMI MDC, and will present all Candidates to the Board of Directors. The Board shall approve the slate of nominees to be presented to the membership, and a vote of at least 2/3 in support of the slate of candidates shall be required to move the Candidates to the Official Ballot of the Membership. The total number of candidates to be placed on the slate shall be at the discretion of the Board. The slate of Board candidates will then be presented and the voting members will decide whether to adopt the slate in its entirety, to reject that slate or to selectively approve of individual candidates whose names are on the slate, at the Annual Meeting. Voting by members may be in person or by absentee ballot.

ARTICLE VII. Officers

1. Election. At the Board meeting immediately following the election of the Board of Directors, the Board shall meet and elect officers from among its members. No member shall be elected an officer unless she/he is a Regular Director and accepts the nomination. At that same meeting, the Board shall elect Chairs of all Standing Committees to serve for the coming year.
2. List of Officers. The officers of the corporation shall consist of a President, Vice President, Second Vice President, Treasurer, Secretary, and such other officers as the Board of Directors shall deem necessary.
3. Election of Officers. The election of each officer shall require at least a two-thirds (2/3) vote of all of the other Regular Directors.
NAMI MIAMI-DADE COUNTY BYLAWS Amended January, 2016
4. Duties of President. The President shall preside at meetings and serve as ex-officio member of all committees except the nominating committee. The President shall exercise such authority and perform such duties as the Board of Directors may assign. If the Affiliate does not have a paid Executive Director, then the President shall be the Chief Executive Officer and shall have general supervision of the affairs of the corporation under the direction of the Board of Directors and the Executive Committee.
5. Duties of Vice-President and Second Vice President. The Vice-President shall perform such duties and exercise such authority as may be assigned by the President. Should the President of the Board 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 Board President’s incapacity is temporary, or if the position of Board President should be filled for the remainder of the term. The Second Vice President shall perform such duties and exercise such authority as may be assigned by the President and the Vice President. If the Vice President is unable or unwilling to become Acting President as referred to above, the Second Vice President shall fulfill that role under the terms and conditions outlined above.
6. Duties of Treasurer. The Treasurer shall prepare the Affiliate’s annual budget of income and expenses based on feedback from and approval by the Board; monitor all revenues and expenses of the corporation, approve all payables and shall ensure maintenance of a complete and accurate account of all funds received and disbursed. The Treasurer will produce a monthly financial statement of income and expenses for the Board. The Treasurer shall present the books for audit and at such times as required by the State of Florida.
6.1. Disbursement Authority. The Treasurer shall disburse the funds of the organization strictly in accordance with a written policy designed by the Board of Directors.
6.2. Annual Financial Report to the Membership. The Treasurer shall make available the Annual Financial Report to the membership immediately after the close of the fiscal year audit and IRS filings.
7. Duties of Secretary. The Secretary shall identify those present, record all votes taken and author a summary of issues discussed at Executive Committee and Board Meetings. The Secretary will call for and prepare the Business Agenda of the Board at least one week before each regularly scheduled Board Meeting, and submit meeting minutes within fourteen (14) days of each meeting for distribution, Board approval and to be filed as a permanent record. In the event of the absence of the Secretary at a meeting of the Board, the President shall have the authority to appoint a designated individual, who need not be an
official Board member. to fulfill the role of scribe for recording minutes of such meeting.

ARTICLE VIII. Committees

Formation of Standing Committees. The Board of Directors shall determine what standing committees shall be appointed and the duties and functions of each. Each committee shall have a chair who is appointed by the Board, agrees to serve, and is approved by a majority of the voting Board members. Committee
NAMI MIAMI-DADE COUNTY BYLAWS Amended January, 2016
Chairs serve for a one year term and are eligible for reappointment annually, without limitation. Such standing committees may, at the discretion of the Board, include:
1. Executive Committee. The Executive Committee shall consist of the Officers plus two additional Board members (“members at large”) to be selected by majority vote of the Board of Directors. The President shall preside over the Executive Committee, which 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 Board at its next meeting for inclusion in the official minutes of the Board. The President, with input from the Executive Committee shall exercise authority over the administration of the Office and Employees if applicable.
2. Office Management. The President or Executive Director (pursuant to Article X) in consultation with the Executive Committee shall have the authority to define job titles, job descriptions, reporting relationships, spans of control and qualifications for people in any subordinate paid position; hire, review, retain and fire people in any paid position in the NAMI MDC office, and shall, in support of NAMI MDC, the Officers and Committees, delegate appropriate duties, other than those specifically reserved herein for the Treasurer and Secretary, to people in any paid position.
3. Consumer Council. There shall be a Consumer Council of persons who have or have had a mental illness. The Consumer Council shall adopt its own Operating Procedures and shall serve in an advisory capacity to the Board of Directors. The chair of the Consumer Council shall serve as a voting member of the Board of Directors of NAMI MDC. All Consumer Council members shall be members in good standing of NAMI MDC.

Article IX: Executive Director

Executive Director. An Executive Director may be employed by the Board of Directors and shall have general direction of, and supervision over, the day to day affairs of NAMI MDC. The Executive Director shall provide organizational leadership and shall exercise such authority and perform such duties as the President, on behalf of the Board of Directors, may assign.

Article X. Meetings of the Board of Directors

1. Number of Meetings. The Board of Directors shall meet not less than five (5) times per year, at which a quorum of Directors must be present.
2. Board Meetings. Board meetings shall normally be called by the President, but three (3) Regular Directors can call a Special Meeting by submitting a written request to the Secretary, and the Secretary shall provide notice of the Special Meeting to the membership.
3. Notice of Meetings. Written notice of each meeting of the Board members shall be given not less than 10 days nor more than 60 days before the day on which such meeting is to be held, by posting a copy of the notice in a conspicuous place at the principal office of the Corporation or its website or by mail, handbill, newsletter, newspaper, electronic delivery or such additional means as the Board of
NAMI MIAMI-DADE COUNTY BYLAWS Amended January, 2016
Directors shall deem effective. The notice shall state the place, day and hour of the meeting, and in the case of a special meeting, shall also state the general nature of the business to be transacted.
4. Special Meetings: Notice of each special meeting of the Board of Directors shall be mailed to each director’s residence or usual place of business, not less than 5 days by mail or 2 days by telephone, facsimile, electronic mail or personal delivery before the day on which the meeting is to be held. Each such notice shall state the general nature of the business to be transacted, the day, time and place of such meeting, and by whose request it was called. Notice of any meeting of the Board of Directors need not be given to any director who shall waive such notice in writing, whether before or after such meeting, of if he or she shall be present at the meeting.
5. Voting. Each Regular Director shall have one vote on matters that come before the Board.
6. Quorum. A quorum at any duly called meeting of the Board shall be a simple majority of the Regular Directors, provided at least two of those Regular Directors present are elected Officers. All decisions shall be by the affirmative agreement of a majority of Regular Directors who are present.
7. Openness of Meetings. Any NAMI MDC member may attend meetings of the Board of Directors, except as defined by Paragraph 7.1. Members will be observers however they may not recommend motions or cast a vote in any official business conducted by the Board.
7.1. Closed Meetings. The Board of Directors may call a “Closed Meeting” for purposes of discussing confidential and/or compliance or legal matters which may come before the board from time to time. Closed meetings shall include Board Members and any participants specifically invited by a majority vote of the board. Decisions/actions from Closed Meetings shall not be made public.
8. Reporting Outcomes. The principal results of each meeting (The Minutes) of the Board which have been adopted by the Board shall, with the exception of business which occurs during a closed session of the Board, be available upon request.

ARTICLE XI. Amendments and Revisions of Bylaws

1. Notice. The Bylaws may be amended or revised by either a vote at a meeting of the membership or by a mail-in or e-mail vote, provided that notice of the proposed amendments or revisions has been provided to the membership at least thirty (30) days prior to the meeting or the mail-in vote.
2. Approval of Changes. Approval of the proposed amendments or revisions shall require a super majority of at least a two-thirds (2/3) majority of all votes cast at an Annual Membership meeting or by mail-in ballots.
3. Annual Review. The Bylaws shall be examined annually by the Board to ensure they reflect the efficient and proper operation of NAMI MDC.
NAMI MIAMI-DADE COUNTY BYLAWS Amended January, 2016

ARTICLE XII. Fiscal Year

The fiscal year shall be from January 1st through December 31st.

ARTICLE XIII. Disposition of Assets

In the event of the dissolution of NAMI MDC, all assets remaining, after the payment of all debts and obligations, shall be distributed to the NAMI Florida State Organization, or if that entity is not in existence or is not then exempt within the meaning of 501 (c) (3) of the Internal Revenue Code, as amended, NAMI National in accordance with Florida laws. If these entities are not in existence or not then exempt within the meaning of 501(c)(3) of the Internal Revenue Code, another entity exempt under 501(c)(3) of the Internal Revenue Code that shares similar goals and missions shall be identified to receive any remaining assets.

ARTICLE XIV. Indemnification of Directors, Officers, Employees and Agents

1. Right to Indemnification. Any person and the heirs and personal representatives of such person made or threatened to be made party to any civil, criminal or administrative action, suit or proceeding by reason of the fact that he or she is, or was a Director or Officer of the corporation shall be indemnified by the corporation against any and all liability and the reasonable expenses, including attorneys’ fees and disbursements, incurred by him or her (or by his or her heirs or personal representatives) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein or appeal thereof, except in relation to matters as to which it shall be finally adjudged in such action, suit or proceedings that such Director or Officer is liable for gross negligence or misconduct in the performance of his or her duties. Such right to indemnification shall not be deemed exclusive of any other rights to which such Director or Officer is liable for gross negligence or misconduct in the performance of his her duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Officer (or such heir or personal representatives) may be entitled apart from this Article.
2. Insurance and Other Indemnification. The Board of Directors shall have the power to instruct the President to cause to be purchased and maintained, at the corporation’s expense, insurance on behalf of the corporation, its Board of Directors and on behalf of others, to the extent that power to do so has been or may be granted by statute, and to give other indemnification to the extent permitted by law.

ARTICLE XV. Non-Discrimination

NAMI Miami 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, genetic information or lived experience.

ARTICLE XVI. NAMI Name and Logo

1. Ownership. This Affiliate acknowledges that NAMI controls the use of the name, acronym, and
NAMI MIAMI-DADE COUNTY BYLAWS Amended January, 2016
logo of NAMI and that their uses shall be in accordance with NAMI.
2. Relinquishing Usage of NAMI Name and Logo. Upon termination of affiliation with or charter by NAMI, the use of this name, acronym, and logo by this Affiliate member shall cease.
Certificate of Secretary
I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of NAMI Florida, Inc., a Florida not for Profit Corporation, and that the foregoing Bylaws constitute the Bylaws of said corporation as duly adopted by the membership on January ____, 2016.
IN WITNESS WHEREOF, I have hereunto subscribed my name on the ____ day of January, 2016.
__________________________________________
Secretary of the Corporation

 

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